Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


Form 10-Q


Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


For the quarterly period ended March 31, 2021


2022

OR


Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Commission File Number 001-36271


WATERSTONE FINANCIAL, INC.

(Exact name of registrant as specified in its charter)


Maryland

90-1026709

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)

  

11200 W. Plank CourtWauwatosa, Wisconsin

53226

(Address of principal executive offices)

(Zip Code)


(414) 761-1000

(Registrant’s telephone number, including area code)


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


Title of each class

 

Trading

Symbol

 

Name of each exchange on which registered

Common Stock, $0.01 Par Value

 

WSBF

 

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 filing 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 Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes                  No      


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


Large accelerated filer 

Accelerated filer 

Non-accelerated filer 

Smaller reporting company 

Emerging growth company 

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


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes                  No      

The number of shares outstanding of the issuer’s common stock, $0.01 par value per share, was 25,232,28423,605,220 at May 4, 2021.

5, 2022.














WATERSTONE FINANCIAL, INC.


10-Q INDEX


 

PageNo.

  

PART I. FINANCIAL INFORMATION

 
  

Item l. Financial Statements

 

-38

  

-56

  

PART II. OTHER INFORMATION

 
  

58
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
58
Item 3. Defaults Upon Senior Securities
58
Item 4. Mine Safety Disclosures
58
Item 5. Other Information

 






PART I FINANCIAL INFORMATION


Item 1. Financial Statements



WATERSTONE FINANCIAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

  

(Unaudited)

     
  

March 31, 2022

  

December 31, 2021

 
  

(Dollars In Thousands, except share and per share data)

 

Assets

        

Cash

 $247,857  $343,016 

Federal funds sold

  10,954   13,981 

Interest-earning deposits in other financial institutions and other short term investments

  19,719   19,725 

Cash and cash equivalents

  278,530   376,722 

Securities available for sale (at fair value)

  201,953   179,016 

Loans held for sale (at fair value)

  154,440   312,738 

Loans receivable

  1,207,416   1,205,785 

Less: Allowance for credit losses ("ACL") - loans

  16,905   15,778 

Loans receivable, net

  1,190,511   1,190,007 
         

Office properties and equipment, net

  21,932   22,273 

Federal Home Loan Bank stock (at cost)

  24,438   24,438 

Cash surrender value of life insurance

  65,315   65,368 

Real estate owned, net

  148   148 

Prepaid expenses and other assets

  67,347   45,148 

Total assets

 $2,004,614  $2,215,858 
         

Liabilities and Shareholders’ Equity

        

Liabilities:

        

Demand deposits

 $218,119  $214,409 

Money market and savings deposits

  400,710   392,314 

Time deposits

  591,619   626,663 

Total deposits

  1,210,448   1,233,386 
         

Borrowings

  326,478   477,127 

Advance payments by borrowers for taxes

  10,759   4,094 

Other liabilities

  44,677   68,478 

Total liabilities

  1,592,362   1,783,085 

Commitments and contingencies (Note 9)

          
         

Shareholders’ equity:

        

Preferred stock (par value $.01 per share) Authorized - 50,000,000 shares at March 31, 2022 and at December 31, 2021, no shares issued

  0   0 

Common stock (par value $.01 per share) Authorized - 100,000,000 shares at March 31, 2022 and at December 31, 2021, Issued - 24,146,920 at March 31, 2022 and 24,795,124 at December 31, 2021, Outstanding - 24,146,920 at March 31, 2022 and 24,795,124 at December 31, 2021

  241   248 

Additional paid-in capital

  161,354   174,505 

Retained earnings

  272,740   273,398 

Unearned ESOP shares

  (13,946)  (14,243)

Accumulated other comprehensive loss, net of taxes

  (8,137)  (1,135)

Total shareholders’ equity

  412,252   432,773 

Total liabilities and shareholders’ equity

 $2,004,614  $2,215,858 

 (Unaudited)    
  March 31, 2021  December 31, 2020 
Assets (Dollars In Thousands, except share and per share data) 
Cash $160,144  $56,190 
Federal funds sold  19,029   18,847 
Interest-earning deposits in other financial institutions and other short term investments  19,228   19,730 
Cash and cash equivalents  198,401   94,767 
Securities available for sale (at fair value)  162,263   159,619 
Loans held for sale (at fair value)  341,293   402,003 
Loans receivable  1,335,423   1,375,137 
Less: Allowance for loan losses  17,780   18,823 
Loans receivable, net  1,317,643   1,356,314 
         
Office properties and equipment, net  23,402   23,722 
Federal Home Loan Bank stock (at cost)  26,720   26,720 
Cash surrender value of life insurance  63,874   63,573 
Real estate owned, net  150   322 
Prepaid expenses and other assets  64,265   57,547 
Total assets $2,198,011  $2,184,587 
         
Liabilities and Shareholders’ Equity        
Liabilities:        
Demand deposits $194,978  $188,225 
Money market and savings deposits  318,959   295,317 
Time deposits  705,754   701,328 
Total deposits  1,219,691   1,184,870 
         
Borrowings  490,505   508,074 
Advance payments by borrowers for taxes  12,048   3,522 
Other liabilities  45,086   75,003 
Total liabilities  1,767,330   1,771,469 
         
Shareholders’ equity:        
Preferred stock (par value $0.01 per share)        
Authorized -  50,000,000 shares at March 31, 2021 and at December 31, 2020, 0 shares issued  0   0 
Common stock (par value $0.01 per share)        
Authorized - 100,000,000 shares at March 31, 2021 and at December 31, 2020        
Issued - 25,230,284 at March 31, 2021 and 25,087,976 at December 31, 2020        
Outstanding - 25,230,284 at March 31, 2021 and 25,087,976 at December 31, 2020  252   251 
Additional paid-in capital  182,533   180,684 
Retained earnings  261,859   245,287 
Unearned ESOP shares  (15,133)  (15,430)
Accumulated other comprehensive income, net of taxes  1,170   2,326 
Total shareholders’ equity  430,681   413,118 
Total liabilities and shareholders’ equity $2,198,011  $2,184,587 

See accompanying notes to unaudited consolidated financial statements.



WATERSTONE FINANCIAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

  

Three months ended March 31,

 
  

2022

  

2021

 
  

(In Thousands, except per share amounts)

 
         

Interest income:

        

Loans

 $13,500  $16,603 

Mortgage-related securities

  602   491 

Debt securities, federal funds sold and short-term investments

  928   875 

Total interest income

  15,030   17,969 

Interest expense:

        

Deposits

  779   1,517 

Borrowings

  2,387   2,500 

Total interest expense

  3,166   4,017 

Net interest income

  11,864   13,952 

Provision (credit) for credit losses

  (76)  (1,070)

Net interest income after provision for loan losses

  11,940   15,022 

Noninterest income:

        

Service charges on loans and deposits

  510   690 

Increase in cash surrender value of life insurance

  316   301 

Mortgage banking income

  28,275   54,391 

Other

  717   817 

Total noninterest income

  29,818   56,199 

Noninterest expenses:

        

Compensation, payroll taxes, and other employee benefits

  25,535   34,123 

Occupancy, office furniture, and equipment

  2,188   2,565 

Advertising

  905   824 

Data processing

  1,202   971 

Communications

  340   331 

Professional fees

  461   (315)

Real estate owned

  5   (12)

Loan processing expense

  1,431   1,335 

Other

  2,868   3,178 

Total noninterest expenses

  34,935   43,000 

Income before income taxes

  6,823   28,221 

Income tax expense

  1,532   6,877 

Net income

 $5,291  $21,344 

Income per share:

        

Basic

 $0.23  $0.90 

Diluted

 $0.23  $0.89 

Weighted average shares outstanding:

        

Basic

  23,132   23,735 

Diluted

  23,311   23,950 
(Unaudited)

  Three months ended March 31, 
  2021  2020 
  (In Thousands, except per share amounts) 
       
Interest income:      
Loans $16,603  $17,687 
Mortgage-related securities  491   702 
Debt securities, federal funds sold and short-term investments  875   1,063 
Total interest income  17,969   19,452 
Interest expense:        
Deposits  1,517   4,318 
Borrowings  2,500   2,608 
Total interest expense  4,017   6,926 
Net interest income  13,952   12,526 
Provision (credit) for loan losses  (1,070)  785 
Net interest income after provision (credit) for loan losses  15,022   11,741 
Noninterest income:        
Service charges on loans and deposits  690   481 
Increase in cash surrender value of life insurance  301   353 
Mortgage banking income  54,391   30,406 
Other  817   224 
Total noninterest income  56,199   31,464 
Noninterest expenses:        
Compensation, payroll taxes, and other employee benefits  34,123   24,401 
Occupancy, office furniture, and equipment  2,565   2,741 
Advertising  824   900 
Data processing  971   1,006 
Communications  331   338 
Professional fees  (315)  1,832 
Real estate owned  (12)  11 
Loan processing expense  1,335   1,076 
Other  3,178   2,903 
Total noninterest expenses  43,000   35,208 
Income before income taxes  28,221   7,997 
Income tax expense  6,877   1,928 
Net income $21,344  $6,069 
Income per share:        
Basic $0.90  $0.24 
Diluted $0.89  $0.24 
Weighted average shares outstanding:        
Basic  23,735   25,405 
Diluted  23,950   25,612 

See accompanying notes to unaudited consolidated financial statements.



WATERSONEWATERSTONE FINANCIAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

  

Three months ended March 31,

 
  

2022

  

2021

 
  

(In Thousands)

 

Net income

 $5,291  $21,344 
         

Other comprehensive loss, net of tax:

        

Net unrealized holding loss on available for sale securities:

        

Net unrealized holding loss arising during the period, net of tax benefit of $2,623 and $432, respectively

  (7,002)  (1,156)

Total other comprehensive loss

  (7,002)  (1,156)

Comprehensive (loss) income

 $(1,711) $20,188 
(Unaudited)

  Three months ended March 31, 
  2021  2020 
  (In Thousands) 
Net income $21,344  $6,069 
         
Other comprehensive (loss) income, net of tax:        
Net unrealized holding (loss) gains on available for sale securities:        
Net unrealized holding (loss) gains arising during the period, net of tax benefit (expense) of $432 and $(319), respectively  (1,156)  850 
Total other comprehensive (loss) income  (1,156)  850 
Comprehensive income $20,188  $6,919 

See accompanying notes to unaudited consolidated financial statements.




WATERSTONE FINANCIAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’SHAREHOLDERS EQUITY

(Unaudited)

                      

Accumulated

     
          

Additional

      

Unearned

  

Other

  

Total

 
  

Common Stock

  

Paid-In

  

Retained

  

ESOP

  

Comprehensive

  

Shareholders'

 
  

Shares

  

Amount

  

Capital

  

Earnings

  

Shares

  

Income (Loss)

  

Equity

 
  

(In Thousands, except per share amounts)

 

For the three months ended March 31, 2021

                            

Balances at December 31, 2020

  25,088  $251  $180,684  $245,287  $(15,430) $2,326  $413,118 
                             

Comprehensive income:

                            

Net income

  -   0   0   21,344   0   0   21,344 

Other comprehensive loss

  -   0   0   0   0   (1,156)  (1,156)

Total comprehensive income

      0   0   0   0   0   20,188 
                             

ESOP shares committed to be released to plan participants

  -   0   223   0   297   0   520 

Cash dividend, $0.20 per share

  -   0   0   (4,772)  0   0   (4,772)

Proceeds from stock option exercises

  142   1   1,458   0   0   0   1,459 

Stock compensation expense

  -   0   175   0   0   0   175 

Purchase of common stock returned to authorized but unissued

  -   0   (7)  0   0   0   (7)

Balances at March 31, 2021

  25,230  $252  $182,533  $261,859  $(15,133) $1,170  $430,681 
                             
  

(In Thousands, except per share amounts)

 

For the three months ended March 31, 2022

                            

Balances at December 31, 2021

  24,795  $248  $174,505  $273,398  $(14,243) $(1,135) $432,773 
                             

Comprehensive loss:

                            

Net income

  -   0   0   5,291   0   0   5,291 

Other comprehensive loss

  -   0   0   0   0   (7,002)  (7,002)

Total comprehensive loss

      0   0   0   0   0   (1,711)
                             

Adoption of new accounting pronouncement (see Note 1)

  -   0   0   (1,392)  0   0   (1,392)

ESOP shares committed to be released to plan participants

  -   0   236   0   297   0   533 

Cash dividend, $0.20 per share

  -   0   0   (4,557)  0   0   (4,557)

Proceeds from stock option exercises

  33   0   191   0   0   0   191 

Stock compensation expense

  -   0   170   0   0   0   170 

Purchase of common stock returned to authorized but unissued

  (681)  (7)  (13,748)  0   0   0   (13,755)

Balances at March 31, 2022

  24,147  $241  $161,354  $272,740  $(13,946) $(8,137) $412,252 
(Unaudited)


 Common Stock  
Additional
Paid-In
Capital
  
Retained
Earnings
  
Unearned
ESOP
Shares
  
Accumulated
Other
Comprehensive Income (Loss)
  
Total
Shareholders'
Equity
 
  Shares  Amount                
For the three months ended March 31, 2020 (In Thousands, except per share amounts) 
Balances at December 31, 2019  27,148  $271  $211,997  $197,393  $(16,617) $642  $393,686 
                             
Comprehensive income:                            
Net income  -   0   0   6,069   0   0   6,069 
Other comprehensive income  -   0   0   0   0   850   850 
Total comprehensive income                          6,919 
                             
ESOP shares committed to be released to Plan participants  -   0   152   0   297   0   449 
Cash dividend declared, $0.62 per share  -   0   0   (15,650)  0   0   (15,650)
Proceeds from stock option exercises  39   1   452   0   0   0   453 
Stock compensation expense  -   0   214   0   0   0   214 
Purchase of common stock returned to authorized but unissued  (912)  (9)  (14,236)  0   0   0   (14,245)
Balances at March 31, 2020  26,275  $263  $198,579  $187,812  $(16,320) $1,492  $371,826 
                             
For the three months ended March 31, 2021 (In Thousands, except per share amounts) 
Balances at December 31, 2020  25,088  $251  $180,684  $245,287  $(15,430) $2,326  $413,118 
                             
Comprehensive income:                            
Net income  -   0   0   21,344   0   0   21,344 
Other comprehensive loss  -   0   0   0   0   (1,156)  (1,156)
Total comprehensive income                          20,188 
                             
ESOP shares committed to be released to Plan participants  -   0   223   0   297   0   520 
Cash dividend declared, $0.20 per share  -   0   0   (4,772)  0   0   (4,772)
Proceeds from stock option exercises  142   1   1,458   0   0   0   1,459 
Stock compensation expense  -   0   175   0   0   0   175 
Purchase of common stock returned to authorized but unissued  0   0   (7)  0   0   0   (7)
Balances at March 31, 2021  25,230  $252  $182,533  $261,859  $(15,133) $1,170  $430,681 

See accompanying notes to unaudited consolidated financial statements






WATERSTONE FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

 Three months ended March 31, 
  2021  2020 
  (In Thousands) 
       
Operating activities:      
Net income $21,344  $6,069 
Adjustments to reconcile net income to cash provided by (used) in operating activities:        
Provision (credit) for loan losses  (1,070)  785 
Depreciation, amortization, accretion  1,749   1,257 
Deferred taxes  2,059   40 
Stock based compensation  175   214 
Origination of mortgage servicing rights  (3,516)  (58)
Gain on sale of loans held for sale  (53,708)  (31,837)
Loans originated for sale  (1,109,074)  (687,694)
Proceeds on sales of loans originated for sale  1,223,492   676,918 
Decrease (increase) in accrued interest receivable  33   (147)
Increase in cash surrender value of life insurance  (301)  (353)
Increase in derviative assets  (544)  (6,571)
Decrease in accrued interest on deposits and borrowings  (102)  (38)
(Increase) decrease in prepaid tax expense  (463)  96 
Legal settlement  (4,250)  0 
(Decrease) increase in derviative liabilities  (5,140)  9,465 
Net gain related to real estate owned  (11)  (5)
Change in other assets and other liabilities, net  (11,282)  (5,804)
Net cash provided by (used in) operating activities  59,391   (37,663)
         
Investing activities:        
Net decrease (increase) in loans receivable  39,742   (21,293)
Purchases of:        
FHLB stock  0   (1,800)
Mortgage related securities  (16,153)  (686)
Debt securities  0   (2,500)
Premises and equipment, net  (268)  (241)
Proceeds from:        
Principal repayments on mortgage-related securities  11,022   9,729 
Maturities of debt securities  885   1,555 
Sales of real estate owned  183   59 
Net cash provided by (used in) investing activities  35,411   (15,177)
         
Financing activities:        
Net increase in deposits  34,821   18,292 
Net change in short term borrowings  (17,569)  38,618 
Cash paid for advance payments by borrowers for taxes  (5,025)  (3,040)
Cash dividends on common stock  (4,847)  (2,414)
Purchase of common stock returned to authorized but unissued  (7)  (14,245)
Proceeds from stock option exercises  1,459   453 
Net cash provided by financing activities  8,832   37,664 
Increase (decrease) in cash and cash equivalents  103,634   (15,176)
Cash and cash equivalents at beginning of period  94,767   74,300 
Cash and cash equivalents at end of period $198,401  $59,124 
         
Supplemental information:        
Cash paid or credited during the period for:        
Income tax payments $5,281  $1,791 
Interest payments  4,119   6,964 
Noncash activities:        
Dividends declared but not paid in other liabilities  5,157   16,737 

See accompanying notes to unaudited consolidated financial statements.





WATERSTONE FINANCIAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

  

Three months ended March 31,

 
  

2022

  

2021

 
  

(In Thousands)

 
         

Operating activities:

        

Net income

 $5,291  $21,344 

Adjustments to reconcile net income to net cash provided by operating activities:

        

Provision (credit) for credit losses

  (76)  (1,070)

Depreciation, amortization, accretion

  1,081   1,749 

Deferred taxes

  (310)  2,059 

Stock based compensation

  170   175 

Origination of mortgage servicing rights

  (1,001)  (3,516)

Gain on sale of loans held for sale

  (22,141)  (53,708)

Loans originated for sale

  (698,115)  (1,109,074)

Proceeds on sales of loans originated for sale

  878,554   1,223,492 

Gain on death benefit on bank owned life insurance

  (340)  0 

(Increase) decrease in accrued interest receivable

  (160)  33 

Increase in cash surrender value of life insurance

  (316)  (301)

Increase in derivative assets

  (4,681)  (544)

Decrease in accrued interest on deposits and borrowings

  (102)  (102)

Increase in prepaid tax expense

  (732)  (463)

Legal settlement

  0   (4,250)

Increase (decrease) in derivative liabilities

  3,477   (5,140)

Net gain loss related to real estate owned

  0   (11)

Change in other assets and other liabilities, net

  (17,995)  (11,282)

Net cash provided by operating activities

  142,604   59,391 
         

Investing activities:

        

Net (increase) decrease in loans receivable

  (1,015)  39,742 

Purchases of:

        

Mortgage related securities

  (47,877)  (16,153)

Premises and equipment, net

  (121)  (268)

Proceeds from:

        

Principal repayments on mortgage-related securities

  8,964   11,022 

Maturities of debt securities

  6,380   885 

Sales of real estate owned

  0   183 

Net cash (used in) provided by investing activities

  (33,669)  35,411 
         

Financing activities:

        

Net (decrease) increase in deposits

  (22,938)  34,821 

Net change in short-term borrowings

  4,351   (17,569)

Repayment of long-term debt

  (155,000)  0 

Net change in advance payments by borrowers for taxes

  (2,753)  (5,025)

Cash dividends on common stock

  (17,223)  (4,847)

Purchase of common stock returned to authorized but unissued

  (13,755)  (7)

Proceeds from stock option exercises

  191   1,459 

Net cash (used in) provided by financing activities

  (207,127)  8,832 

(Decrease) increase in cash and cash equivalents

  (98,192)  103,634 

Cash and cash equivalents at beginning of period

  376,722   94,767 

Cash and cash equivalents at end of period

 $278,530  $198,401 
         

Supplemental information:

        

Cash paid or credited during the period for:

        

Income tax payments

 $2,135  $5,281 

Interest payments

  3,064   4,119 

Noncash activities:

        

Dividends declared but not paid in other liabilities

  4,860   5,157 

See accompanying notes to unaudited consolidated financial statements.

Note 1 Basis of Presentation


The unaudited interim consolidated financial statements include the accounts of Waterstone Financial, Inc. (the “Company”) and the Company’s subsidiaries.


WaterStone Bank SSB (the "Bank") is a community bank that has served the banking needs of its customers since 1921. WaterStone Bank also has an active mortgage banking subsidiary, Waterstone Mortgage Corporation.


WaterStone Bank conducts its community banking business from 14 banking offices located in Milwaukee, Washington and Waukesha Counties, Wisconsin. WaterStone Bank's principal lending activity is originating one-one- to four-family,four-family, multi-family residential real estate, and commercial real estate loans for retention in its portfolio. WaterStone Bank also offers home equity loans and lines of credit, construction and land loans, commercial business loans, and consumer loans. WaterStone Bank funds its loan production primarily with retail deposits and Federal Home Loan Bank advances. Our deposit offerings include: certificates of deposit, money market savings accounts, transaction deposit accounts, non-interest bearing demand accounts and individual retirement accounts. Our investment securities portfolio is comprised principally of mortgage-backed securities, government-sponsored enterprise bonds and municipal obligations.


WaterStone Bank's mortgage banking operations are conducted through its wholly-owned subsidiary, Waterstone Mortgage Corporation.  Waterstone Mortgage Corporation originates single-family residential real estate loans for sale into the secondary market.  Waterstone Mortgage Corporation utilizes lines of credit provided by WaterStone Bank as a primary source of funds, and also utilizes a line of credit with another financial institution as needed.


The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information, Rule 10-0110-01 of Regulation S-XS-X and the instructions to Form 10-Q.10-Q. The financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position, results of operations, changes in shareholders’ equity, and cash flows of the Company for the periods presented.


The accompanying unaudited consolidated financial statements and related notes should be read in conjunction with the Company’s December 31, 20202021 Annual Report on Form 10-K.10-K. Operating results for the three months ended March 31, 20212022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021 2022 or for any other period.


The preparation of the unaudited consolidated financial statements requires management of the Company to make a number of estimates and assumptions relating to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Significant items subject to such estimates and assumptions include the allowance for loan losses, income taxes, and fair value measurements. Actual results could differ from those estimates.


Impacts of COVID-19

In March, 2020, the World Health Organization declared the outbreak of 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 and continuing spread of COVID-19 could 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% to 1.25%. 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 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 net interest income and noninterest income. Other financial impacts could occur though such potential impacts are unknown at this time.

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-Q10-Q were issued. There were no significant subsequent events for the three months ended March 31, 20212022 through the issuance date of these unaudited consolidated financial statements that warranted adjustment to or disclosure in the unaudited consolidated financial statements.


8



Reclassifications

Certain prior period amounts have been reclassified to conform to current period presentation.  These reclassifications did not result in any changes to previously reported net income. The Company reclassed certain line items in the Consolidated Statements of Cash Flows.

Impact of Recent Accounting Pronouncements


ASC Topic 326 "Financial Instruments - Credit Losses." Authoritative accounting guidance under ASC Topic 326, "Financial Instruments - Credit Losses" amended the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information for credit loss estimates. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. The authoritative guidance also requires a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected (net of the allowance for credit losses). In addition, the credit losses relating to available-for-sale (AFS) debt securities should be recorded through an allowance for credit losses rather than a write-down.


On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was signed into law. It included an option for entities to delay the adoption of ASC Topic 326 until the earlier of the termination date of the national emergency declaration by the President or December 31, 2020.2021. Due to the uncertainty on the economy and unemployment from COVID-19,COVID-19, the Company determined to delay its adoption of ASC Topic 326 and has calculated and recorded its provision for loan losses under the incurred loss model that existed prior to ASC Topic 326. On December 27, 2020, the 2021 Consolidated Appropriations Act was signed into law. The legislation extended the delay of the adoption of ASC Topic 326 allowed under the CARES Act until the earlier of the termination datefirst day of the fiscal year that begins after the date when the COVID-19national emergency declaration by the Presidentis terminated or January 1, 2022.


The Company has input the available historical Company data to build an internal model and is reviewing the assumptions to support the calculation

ASC Topic 326 "Financial Instruments - Credit Losses." Authoritative accounting guidance under ASC Topic 326. Management’s methodology326, "Troubled Debt Restructurings and Vintage Disclosures" eliminates the accounting guidance for estimatingtroubled debt restructurings (“TDRs”), while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. The accounting guidance also requires public business entities to expand the vintage disclosures to include gross charge-offs by year of origination. The updated guidance is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is evaluating the impact of this ASU on its consolidated financial statements.

Accounting Standards Adopted in 2022

The Company adopted ASC Topic 326 on January 1, 2022, and applied the standard’s provisions as a cumulative-effect adjustment to retained earnings, as of January 1, 2022 (i.e., modified retrospective approach). Upon adoption of the standard, the Company recorded a $430,000 increase to the allowance for credit losses under the current expected credit losses (CECL) model includes the use of relevant available information, from internal and external sources, relating$1.4 million increase to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience by vintage classified by loans with similar risk profiles provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are considered for differences in current loan-specific risk characteristics such as changes in underwriting standards, portfolio mix, portfolio volume, delinquency rates, interest rates, or other relevant factors. Management will continue to review and adjust these and other factors. Ongoing evaluations have been performed by vintage adjusted for prepayments. For two portfolio segments, management expects to use a weighted average remaining maturity methodology, which contemplates loss expectations on a pool basis, relying on historic loss rates.


Financial statement users should be aware that the allowance for unfunded commitments which resulted in a $1.4 million after-tax decrease to retained earnings as of January 1, 2022. The tax effect resulted in a $439,000 increase to deferred tax assets. 

The Company did not record an allowance for AFS securities on January 1, 2022 as the investment portfolio consists primarily of debt securities explicitly or implicitly backed by the U.S. Government for which credit lossrisk is by design, inherently sensitive to changes in economic outlook,deemed minimal. The impact going forward will depend on the composition, characteristics, and credit quality of the loan and lease portfolio composition, portfolio duration, and other factors.


As we continue to evaluatesecurities portfolios as well as the provisions of ASC Topic 326 as of and for the three months ended March 31, 2021, we are considering the following in developing our forecast and its effect on our CECL calculations:

Duration, extent and severity of COVID-19;
Effect of government assistance; and
Unemployment and effect on economies and markets.





economic conditions at future reporting periods. See Note 2—2 - Securities Available for Sale and Note 3 - Loans Receivable for more information.

9

Note 2 Securities Available for Sale

The amortized cost and fair values of the Company’s investment in securities available for sale follow:


 March 31, 2021 
  Amortized cost  Gross unrealized gains  Gross unrealized losses  Fair value 
  (In Thousands) 
Mortgage-backed securities $23,862  $868  $(152) $24,578 
Collateralized mortgage obligations:                
Government sponsored enterprise issued  67,447   1,428   (460)  68,415 
Private -label issued  3,081   49   0   3,130 
Mortgage-related securities  94,390   2,345   (612)  96,123 
                 
Government sponsored enterprise bonds  2,500   0   (32)  2,468 
Municipal securities  50,574   1,683   (16)  52,241 
Other debt securities  12,500   24   (1,093)  11,431 
Debt securities  65,574   1,707   (1,141)  66,140 
  $159,964  $4,052  $(1,753) $162,263 

 December 31, 2020 
  Amortized cost  Gross unrealized gains  Gross unrealized losses  Fair value 
  (In Thousands) 
Mortgage-backed securities $24,005  $1,110  $(15) $25,100 
Collateralized mortgage obligations:                
Government sponsored enterprise issued  61,604   1,693   (13)  63,284 
Private label issued  3,611   54   0   3,665 
Mortgage-related securities  89,220   2,857   (28)  92,049 
                 
Government sponsered enterprise bonds  2,500   3   0   2,503 
Municipal securities  51,512   2,102   0   53,614 
Other debt securities  12,500   46   (1,093)  11,453 
Debt securities  66,512   2,151   (1,093)  67,570 
  $155,732  $5,008  $(1,121) $159,619 

  

March 31, 2022

 
      

Gross

  

Gross

     
  

Amortized

  

unrealized

  

unrealized

     
  

cost

  

gains

  

losses

  

Fair value

 
  

(In Thousands)

 

Mortgage-backed securities

 $17,545  $54  $(688) $16,911 

Collateralized mortgage obligations:

                

Government sponsored enterprise issued

  133,599   10   (8,009)  125,600 

Private-label issued

  10,397   12   (173)  10,236 

Mortgage-related securities

  161,541   76   (8,870)  152,747 
                 

Government sponsered enterprise bonds

  2,500   0   (156)  2,344 

Municipal securities

  35,905   469   (751)  35,623 

Other debt securities

  12,500   0   (1,261)  11,239 

Debt securities

  50,905   469   (2,168)  49,206 

Total

 $212,446  $545  $(11,038) $201,953 

  

December 31, 2021

 
      

Gross

  

Gross

     
  

Amortized

  

unrealized

  

unrealized

     
  

cost

  

gains

  

losses

  

Fair value

 
  

(In Thousands)

 

Mortgage-backed securities

 $19,133  $542  $(187) $19,488 

Collateralized mortgage obligations

                

Government sponsored enterprise issued

  100,543   503   (1,744)  99,302 

Private-label issued

  2,913   30   0   2,943 

Mortgage related securities

  122,589   1,075   (1,931)  121,733 
                 

Government sponsered enterprise bonds

  2,500   0   (52)  2,448 

Municipal securities

  42,295   1,206   (7)  43,494 

Other debt securities

  12,500   41   (1,200)  11,341 

Debt securities

  57,295   1,247   (1,259)  57,283 

Total

 $179,884  $2,322  $(3,190) $179,016 

The Company’s mortgage-backed securities and collateralized mortgage obligations issued by government sponsored enterprises are guaranteed by Fannie Mae, Freddie Mac or Ginnie Mae. At March 31, 2021, $687,0002022, $352,000 of the Company’s mortgage related securities were pledged as collateral to secure mortgage banking related activities. At December 31, 20202021, $785,000 $430,000 of the Company's mortgage related securities were pledged as collateral to secure mortgage banking related activities and $7.2 million were pledged as collateral to secure back-to-back swaps.


activities.

The amortized cost and fair values of investment securities by contractual maturity at March 31, 20212022 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.


 
Amortized
Cost
  
Fair
Value
 
  (In Thousands) 
Debt and other securities      
Due within one year $9,390  $9,456 
Due after one year through five years  33,922   34,913 
Due after five years through ten years  17,143   16,649 
Due after ten years  5,119   5,122 
Mortgage-related securities  94,390   96,123 
  $159,964  $162,263 

  

Amortized

  

Fair

 
  

Cost

  

Value

 
  

(In Thousands)

 

Debt and other securities

        

Due within one year

 $11,188  $11,223 

Due after one year through five years

  21,412   21,601 

Due after five years through ten years

  13,199   12,024 

Due after ten years

  5,106   4,358 

Mortgage-related securities

  161,541   152,747 

Total

 $212,446  $201,953 


10



Gross unrealized losses on securities available for sale and the fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position were as follows:


 March 31, 2021 
  Less than 12 months  12 months or longer  Total 
  Fair value  Unrealized loss  Fair value  Unrealized loss  Fair value  Unrealized loss 
  (In Thousands) 
Mortgage-backed securities $4,308  $(152) $0  $0  $4,308  $(152)
Collateralized mortgage obligations:                        
Government sponsored enterprise issued  19,956   (460)  0   0   19,956   (460)
Government sponsored enterprise bonds  2,468   (32)  0   0   2,468   (32)
Municipal securities  3,171   (16)  0   0   3,171   (16)
Other debt securities  0   0   8,907   (1,093)  8,907   (1,093)
  $29,903  $(660) $8,907  $(1,093) $38,810  $(1,753)


 December 31, 2020 
  Less than 12 months  12 months or longer  Total 
  Fair value  Unrealized loss  Fair value  Unrealized loss  Fair value  Unrealized loss 
  (In Thousands) 
Mortgage-backed securities $2,089  $(15) $0  $0  $2,089  $(15)
Collateralized mortgage obligations:                        
Government sponsored enterprise issued  4,880   (13)  0   0   4,880   (13)
Municipal securities  0   0   0   0   0   0 
Other debt securities  
0
   
0
   
8,907
   
(1,093
)
  
8,907
   
(1,093
)
  $6,969  $(28) $8,907  $(1,093) $15,876  $(1,121)

  

March 31, 2022

 
  

Less than 12 months

  

12 months or longer

  

Total

 
  

Fair

  

Unrealized

  

Fair

  

Unrealized

  

Fair

  

Unrealized

 
  

value

  

loss

  

value

  

loss

  

value

  

loss

 
  

(In Thousands)

 

Mortgage-backed securities

 $10,416  $(314) $3,479  $(374) $13,895  $(688)

Collateralized mortgage obligations:

                        

Government sponsored enterprise issued

  103,876   (6,323)  13,953   (1,686)  117,829   (8,009)

Private-label issued

  7,650   (173)  0   0   7,650   (173)

Government sponsered enterprise bonds

  2,344   (156)  0   0   2,344   (156)

Municipal securities

  4,609   (751)  0   0   4,609   (751)

Other debt securities

  2,439   (61)  8,800   (1,200)  11,239   (1,261)

Total

 $131,334  $(7,778) $26,232  $(3,260) $157,566  $(11,038)

  

December 31, 2021

 
  

Less than 12 months

  

12 months or longer

  

Total

 
  

Fair

  

Unrealized

  

Fair

  

Unrealized

  

Fair

  

Unrealized

 
  

value

  

loss

  

value

  

loss

  

value

  

loss

 
  

(In Thousands)

 

Mortgage-backed securities

 $4,042  $(101) $1,956  $(86) $5,998  $(187)

Collateralized mortgage obligations:

                        

Government sponsored enterprise issued

  66,254   (1,589)  4,371   (155)  70,625   (1,744)

Government sponsered enterprise bonds

  2,448   (52)  0   0   2,448   (52)

Municipal securities

  1,471   (7)  0   0   1,471   (7)

Other debt securities

  0   0   8,800   (1,200)  8,800   (1,200)

Total

 $74,215  $(1,749) $15,127  $(1,441) $89,342  $(3,190)

The Company reviews the investment securities portfolio on a quarterly basis to monitor its exposuresecurities in unrealized loss positions, which were comprised of 131 individual securities, to other-than-temporary impairment.determine whether the impairment is due to credit-related factors or noncredit-related factors. In evaluating whether a security’s decline in market value is other-than-temporary,making this evaluation, management considers the length of time and extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, and the underlying obligors, quality of credit enhancements, volatility of the fair value of the security, the expected recovery period of the securityintent and ratings agency evaluations. In addition, the Company may also evaluate payment structure, whether there are defaulted payments or expected defaults, prepayment speeds and the value of any underlying collateral.


As of March 31, 2021, the Company held 1 municipal security that had previously been deemed to be other-than-temporarily impaired. The security was issued by a tax incremental district in a municipality located in Wisconsin. During the year ended December 31, 2012, the Company received audited financial statements with respect to the municipal issuer that called into question the ability of the underlying taxing district that issuedCompany to hold the security for a period of time sufficient to operateallow for any anticipated recovery in fair value. As of March 31, 2022 and December 31, 2021, 0 allowance for credit losses on securities was recognized. The Company does not consider its securities  with unrealized losses to be attributable to credit-related factors, as the unrealized losses in each category have occurred as a going concern. During the year ended December 31, 2012, the Company's analysisresult of this security resultedchanges in $77,000noncredit-related factors such as changes in interest rates, market spreads and market conditions subsequent to purchase, notcredit losses charged to earnings with respect to this municipal security. An additional $17,000 credit loss was charged to earnings during the year ended December 31, 2014 with respect to this security as a sale occurred at a discounted price.  There have been no additional credit losses related to the security.  As of March 31, 2021, this security had an amortized cost of $116,000 and total life-to-date impairment of $94,000.

As of March 31, 2021,deterioration. Furthermore, the Company had 1 corporate debt security, included in other debt securities, which had been in an unrealized loss position for twelve months or longer. The security was determined does not have the intent to be other-than-temporarily impaired as of March 31, 2021. The Company has determined that the decline in fair valuesell any of these securities is not attributable to credit deterioration, and as the Company does not intend to sell norbelieves that it is it more likely than not that itwe will be requirednot have to sell theseany such securities before a recovery of the amortized cost basis, this security is not considered other-than-temporarily impaired.

cost.

During the three months ended March 31, 2022 and March 31, 2021 and March 31, 2020,, there were 0 sales of securities.


11





Note 3 - Loans Receivable


Loans receivable at March 31, 20212022 and December 31, 20202021 are summarized as follows:


 March 31, 2021  December 31, 2020 
  (In Thousands) 
Mortgage loans:      
Residential real estate:      
One- to four-family $401,170  $426,792 
Multi-family  572,165   571,948 
Home equity  14,673   14,820 
Construction and land  57,123   77,080 
Commercial real estate  241,790   238,375 
Consumer  698   736 
Commercial loans  47,804   45,386 
  $1,335,423  $1,375,137 

  

March 31, 2022

  

December 31, 2021

 
  

(In Thousands)

 

Mortgage loans:

        

Residential real estate:

        

One- to four-family

 $294,249  $300,523 

Multi-family

  545,047   537,956 

Home equity

  10,649   11,012 

Construction and land

  70,102   82,588 

Commercial real estate

  266,481   250,676 

Consumer

  710   732 

Commercial loans

  20,178   22,298 

Total

 $1,207,416  $1,205,785 

The Company provides several types of loans to its customers, including residential, construction, commercial 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 Company's credit risks are geographically concentrated in the Milwaukee metropolitan area, there are no concentrations with individual or groups of related borrowers. While the real estate collateralizing these loans is primarily residential in nature, it ranges from owner-occupied single family homes to large apartment complexes.


Qualifying loans receivable totaling $1.01 billion$845.9 million and $1.07 billion$886.7 million at March 31, 20212022 and December 31, 2020,2021, respectively, were pledged as collateral against $474.0$320.0 million and $499.0$475.0 million in outstanding Federal Home Loan Bank of Chicago ("FHLB") advances under a blanket security agreement at March 31, 20212022 and December 31, 2020.


2021.

Certain of the Company's executive officers, directors, employees, and their related interests have loans with the Bank. Loans outstanding to such parties were approximately $7.0$2.3 million as of March 31, 20212022 and $7.2$2.5 million as of December 31, 2020.2021.  NaN of these loans were past due or considered impaired as of March 31, 20212022 or December 31, 2020.


As of March 31, 2021 there were 0 loans 90 or more days past due and still accruing interest.  As of December 31, 2020, there was a $586,000 loan that was 90 or more days past due and still accruing interest.  The Bank received full payoff of the loan subsequent to December 31, 2020.

, respectively.

An analysis of past due loans receivable as of March 31, 20212022 and December 31, 20202021 follows:


As of March 31, 2021 
 
1-59 Days Past Due (1)
  
60-89 Days Past Due (2)
  90 Days or Greater  Total Past Due  
Current (3)
  Total Loans 
 (In Thousands) 
Mortgage loans:                 
Residential real estate:                 
One- to four-family $4,170  $0  $2,159  $6,329  $394,841  $401,170 
Multi-family  0   0   314   314   571,851   572,165 
Home equity  36   0   30   66   14,607   14,673 
Construction and land  0   0   43   43   57,080   57,123 
Commercial real estate  0   0   30   30   241,760   241,790 
Consumer  0   0   0   0   698   698 
Commercial loans  140   0   0   140   47,664   47,804 
Total $4,346  $0  $2,576  $6,922  $1,328,501  $1,335,423 

  

As of March 31, 2022

 
  1-59 Days Past Due (1)  60-89 Days Past Due (2)  90 Days or Greater  Total Past Due  

Current (3)

  Total Loans 
  

(In Thousands)

 

Mortgage loans:

                        

Residential real estate:

                        

One- to four-family

 $735  $0  $5,332  $6,067  $288,182  $294,249 

Multi-family

  0   0   0   0   545,047   545,047 

Home equity

  118   0   48   166   10,483   10,649 

Construction and land

  0   0   0   0   70,102   70,102 

Commercial real estate

  0   0   0   0   266,481   266,481 

Consumer

  0   0   0   0   710   710 

Commercial loans

  150   0   0   150   20,028   20,178 

Total

 $1,003  $0  $5,380  $6,383  $1,201,033  $1,207,416 


12



As of December 31, 2020 
 
1-59 Days Past Due (1)
  
60-89 Days Past Due (2)
  90 Days or Greater  Total Past Due  
Current (3)
  Total Loans 
 (In Thousands) 
Mortgage loans:                 
Residential real estate:                 
One- to four-family $3,796  $142  $3,530  $7,468  $419,324  $426,792 
Multi-family  0   0   314   314   571,634   571,948 
Home equity  0   0   30   30   14,790   14,820 
Construction and land  0   0   43   43   77,037   77,080 
Commercial real estate  0   0   41   41   238,334   238,375 
Consumer  0   0   0   0   736   736 
Commercial loans  0   0   0   0   45,386   45,386 
Total $3,796  $142  $3,958  $7,896  $1,367,241  $1,375,137 


 
  

As of December 31, 2021

 
  1-59 Days Past Due (1)  60-89 Days Past Due (2)  90 Days or Greater  Total Past Due  

Current (3)

  Total Loans 
  

(In Thousands)

 

Mortgage loans:

                        

Residential real estate:

                        

One- to four-family

 $622  $2,028  $4,214  $6,864  $293,659  $300,523 

Multi-family

  0   0   128   128   537,828   537,956 

Home equity

  14   23   26   63   10,949   11,012 

Construction and land

  0   0   0   0   82,588   82,588 

Commercial real estate

  0   0   0   0   250,676   250,676 

Consumer

  0   0   0   0   732   732 

Commercial loans

  7   0   0   7   22,291   22,298 

Total

 $643  $2,051  $4,368  $7,062  $1,198,723  $1,205,785 

(1)  (1)Includes $394,000$600,000 and $611,000$43,000 at March 31, 20212022 and December 31, 2020,2021, respectively, which are on non-accrual status.


(2)   (2)Includes $0$ - and $0$347,000 at March 31, 20212022 and December 31, 2020,2021, respectively, which are on non-accrual status.


(3)   (3)Includes $1.2 million$666,000 and $1.6 million$816,000 at March 31, 20212022 and December 31, 2020,2021, respectively, which are on non-accrual status.


A summary of

The following tables present the activity in the allowance for credit losses by portfolio segment for the three months ended March 31, 20212022 and 2020the activity in the allowance for loan losses follows:


 
One- to
Four- Family
  Multi-Family  Home Equity  Construction and Land  Commercial Real Estate  Consumer  Commercial  Total 
  (In Thousands) 
Three months ended March 31, 2021                
Balance at beginning of period $5,459  $5,600  $194  $1,755  $5,138  $35  $642  $18,823 
Provision (credit) for loan losses  (862)  421   (15)  (505)  (123)  (2)  16   (1,070)
Charge-offs  (14)  0   0   0   0   0   0   (14)
Recoveries  11   23   4   1   2   0   0   41 
Balance at end of period $4,594  $6,044  $183  $1,251  $5,017  $33  $658  $17,780 

Three months ended March 31, 2020                   
Balance at beginning of period $4,907  $4,138  $201  $610  $2,145  $14  $372  $12,387 
Provision (credit) for loan losses  (234)  160   32   76   654   10   87   785 
Charge-offs  (6)  0   0   0   0   (1)  0   (7)
Recoveries  47   3   6   1   4   0   0   61 
Balance at end of period $4,714  $4,301  $239  $687  $2,803  $23  $459  $13,226 
by portfolio segment for the three months ended March 31, 2021:

Three months ended March 31, 2022

  One- to Four-Family   Multi-Family   Home Equity   Land and Construction   Commercial Real Estate   Consumer   Commercial   Total 
  (In Thousands) 

Beginning Balance

 $3,963  $5,398  $89  $1,386  $4,482  $33  $427  $15,778 

Adoption

  88   100   58   886   (640)  7   (69)  430 

Provision

  336   492   33   (442)  (222)  2   (118)  81 

Chargeoff

  0   0   0   0   0   (1)  0   (1)

Recovery

  28   572   5   1   11   0   0   617 

Balance at end of period

 $4,415  $6,562  $185  $1,831  $3,631  $41  $240  $16,905 
                                 

Three months ended March 31, 2021

                         

Balance at beginning of period

 $5,459  $5,600  $194  $1,755  $5,138  $35  $642  $18,823 

Provision (credit) for loan losses

  (862)  421   (15)  (505)  (123)  (2)  16   (1,070)

Charge-offs

  (14)  0   0   0   0   0   0   (14)

Recoveries

  11   23   4   1   2   0   0   41 

Balance at end of period

 $4,594  $6,044  $183  $1,251  $5,017  $33  $658  $17,780 


13



The Company utilized the Vintage Loss Rate method in determining expected future credit losses. This technique considers losses over the full life cycle of loan pools. A summaryvintage is a group of loans originated in the same annual time period. The loss rate method measures the amount of loan charge–offs, net of recoveries, (“loan losses”) recognized over the life of a pool by loan segment and vintage and compares those loan losses to the original loan balance of that pool as of a similar vintage.

To estimate a CECL loss rate for the pool, management first identifies the loan losses recognized between the pool date and the reporting date for the pool and determines which loan losses were related to loans outstanding at the pool date. The loss rate method then divides the loan losses recognized on loans outstanding as of the pool date by the outstanding loan balance as of the pool date.

The Company’s expected loss estimate is anchored in historical credit loss experience, with an emphasis on all available portfolio data. The Company's historical look–back period includes January 2012 through the current period, on an annual basis. When historical credit loss experience is not sufficient for a specific portfolio, the Company may supplement its own portfolio data with external models or data.

Additionally, the weighted average remaining maturity ("WARM") method is used for the Construction and Consumer loan pools. The WARM method considers an estimate of expected credit losses over the remaining life of the financial assets and uses average annual charge-off rates to estimate the allowance for credit losses. For amortizing assets, the remaining contractual life is adjusted by the expected scheduled payments and prepayments. The average annual charge-off rate is applied to the amortization-adjusted remaining life to determine the unadjusted lifetime historical charge-off rate.

Qualitative reserves reflect management’s overall estimate of the extent to which current expected credit losses on collectively evaluated loans will differ from historical loss experience. The analysis takes into consideration other analytics performed within the organization, such as enterprise and concentration management, along with other credit–related analytics as deemed appropriate. Management attempts to quantify qualitative reserves whenever possible. The CECL methodology applied focuses on evaluation of qualitative and environmental factors, including but not limited to: (i) evaluation of facts and issues related to specific loans; (ii) management’s ongoing review and grading of the loan portfolio; (iii) consideration of historical loan loss and delinquency experience on each portfolio segment; (iv) trends in past due and nonperforming loans; (v) the risk characteristics of the various loan segments; (vi) changes in the size and character of the loan portfolio; (vii) concentrations of loans to specific borrowers or industries; (viii) existing economic conditions; (ix) the fair value of underlying collateral; and (x) other qualitative and quantitative factors which could affect expected credit losses.

14

The Company’s CECL estimate applies a forecast that incorporates macroeconomic trends and other environmental factors. Management utilized national, regional and local leading economic indexes, as well as management judgment, as the basis for loans evaluated individuallythe forecast period. The historical loss rate was utilized as the base rate, and collectivelyqualitative adjustments were utilized to reflect the forecast and other relevant factors.

The Company segments the loan portfolio into pools based on the following risk characteristics: collateral type, credit characteristics, loan origination balance, and outstanding loan balances.

Allowance for impairment by collateral class asCredit Losses-Unfunded Commitments:

In addition to the ACL-Loans, the Company has established an ACL-Unfunded commitments, classified in other liabilities on the consolidated statements of financial condition. This reserve is maintained at a level that management believes is sufficient to absorb losses arising from unfunded loan commitments, and is determined quarterly based on methodology similar to the methodology for determining the ACL-Loans. The allowance for unfunded commitments at March 31, 2021 follows:


 
One- to
Four- Family
  
Multi-
Family
  
Home
Equity
  
Construction
and Land
  
Commercial
Real Estate
  Consumer  Commercial  Total 
  (In Thousands) 
Allowance related to loans individually evaluated for impairment $21  $0  $0  $0  $0  $0  $0  $21 
Allowance related to loans collectively evaluated for impairment  4,573   6,044   183   1,251   5,017   33   658   17,759 
Balance at end of period $4,594  $6,044  $183  $1,251  $5,017  $33  $658  $17,780 
                                 
Loans individually evaluated for impairment $6,462  $314  $59  $43  $6,964  $0  $1,097  $14,939 
Loans collectively evaluated for impairment  394,708   571,851   14,614   57,080   234,826   698   46,707   1,320,484 
Total gross loans $401,170  $572,165  $14,673  $57,123  $241,790  $698  $47,804  $1,335,423 

A summary2022 was $1.2 million.

Provision for Credit Losses:

The provision for credit losses is determined by the Company as the amount to be added to the ACL loss accounts for various types of financial instruments including loans, investment securities, and off-balance sheet credit exposures after net charge-offs have been deducted to bring the ACL to a level that, in management's judgment, is necessary to absorb expected credit losses over the lives of the allowancerespective financial instruments. See Note 2 - Securities Available for loan lossSale for loans evaluated individually and collectively for impairment by collateral class as of December 31, 2020 follows:


 
One- to
Four-Family
  
Multi-
Family
  
Home
Equity
  
Construction
and Land
  
Commercial
Real Estate
  Consumer  Commercial  Total 
  (In Thousands) 
Allowance related to loans individually evaluated for impairment $23  $0  $0  $0  $0  $0  $0  $23 
Allowance related to loans collectively evaluated for impairment  5,436   5,600   194   1,755   5,138   35   642   18,800 
Balance at end of period $5,459  $5,600  $194  $1,755  $5,138  $35  $642  $18,823 
                                 
Loans individually evaluated for impairment $7,805  $341  $63  $43  $7,248  $0  $1,097  $16,597 
Loans collectively evaluated for impairment  418,987   571,607   14,757   77,037   231,127   736   44,289   1,358,540 
Total gross loans $426,792  $571,948  $14,820  $77,080  $238,375  $736  $45,386  $1,375,137 



additional information regarding the ACL related to investment securities. The following table presents information relating to the Company’s internal risk ratings of its loans receivable as of March 31, 2021 and December 31, 2020:

 
One
to Four- Family
  Multi-Family  
Home
Equity
  
Construction
and Land
  
Commercial
Real Estate
  Consumer  Commercial  Total 
  (In Thousands) 
At March 31, 2021                        
Substandard $6,462  $314  $242  $43  $6,964  $0  $1,796  $15,821 
Watch  6,164   272   83   4,269   5,585   0   3,127   19,500 
Pass  388,544   571,579   14,348   52,811   229,241   698   42,881   1,300,102 
  $401,170  $572,165  $14,673  $57,123  $241,790  $698  $47,804  $1,335,423 
                                 
At December 31, 2020                                
Substandard $7,804  $341  $248  $43  $6,026  $0  $710  $15,172 
Watch  7,667   275   15   4,282   6,714   0   4,101   23,054 
Pass  411,321   571,332   14,557   72,755   225,635   736   40,575   1,336,911 
  $426,792  $571,948  $14,820  $77,080  $238,375  $736  $45,386  $1,375,137 

Factors that are important to managing overall credit quality include sound loan underwriting and administration, systematic monitoring of existing loans and commitments, effective loan review on an ongoing basis, early identification of potential problems, an allowance for loan losses, and sound non-accrual and charge-off policies.  Our underwriting policies require an officers' loan committee review and approval of all loans in excess of $500,000.  A membercomponents of the provision for credit department, independent of the loan originator, performs a loan review for all loans. Our ability to manage credit risk depends in large part on our ability to properly identify and manage problem loans. To do so, we maintain a loan review system under which our credit management personnel review non-owner occupied one- to four-family, multi-family, construction and land, and commercial real estate loans that individually, or as part of an overall borrower relationship exceed $1.0 million in potential exposure and review commercial loans that individually, or as part of an overall borrower relationship exceed $200,000 in potential exposure.losses.

  

Three months ended

 
  

March 31, 2022

  

March 31, 2021

 

Provision for credit losses on:

  (In Thousands) 

Loans

 $81  $(1,070)

Unfunded commitments

  (157)  0 

Investment securities

  0   0 

Total

 $(76) $(1,070)

Collateral Dependent Loans meeting these criteria are reviewed on an annual basis, or more frequently, if the loan renewal is less than one year.  With respect to this review process, management has determined that pass loans include loans that exhibit acceptable financial statements, cash flow and leverage. Watch loans have potential weaknesses that deserve management's attention, and if left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the credit. Substandard loans are considered inadequately protected by the current net worth and paying capacity of the obligor or the collateral pledged. These loans generally have a well-defined weakness that may jeopardize liquidation of the debt and are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.  Finally, a:

A loan is considered to be impairedcollateral dependent when, itbased upon management's assessment, the borrower is probable thatexperiencing financial difficulty and repayment is expected to be provided substantially through the Company will not be able to collect all amounts due according tooperation or sale of the contractual termscollateral. For collateral dependent loans, expected credit losses are based on the estimated fair value of the collateral at the balance sheet date, with consideration for estimated selling costs if satisfaction of the loan agreement. Management has determined that all non-accrualdepends on the sale of the collateral. The following tables present collateral dependent loans by portfolio segment and collateral type, including those loans modified under troubled debt restructurings meet the definitionwith and without a related allowance allocation.

15


The following tables present collateral dependent loans by portfolio segment and collateral type as of March 31, 2022:

  

One- to Four- Family

  

Multi-Family

  

Home Equity

  

Construction and Land

  

Commercial Real Estate

  

Consumer

  

Commercial

  

Total

 
  

(In Thousands)

 

Allowance related to collateral dependent loans

 $0  $0  $0  $0  $0  $0  $0  $0 

Allowance related to pooled loans

  4,415   6,562   185   1,831   3,631   41   240   16,905 

Allowance at end of period

 $4,415  $6,562  $185  $1,831  $3,631  $41  $240  $16,905 
                                 

Collateral dependent loans

 $5,617  $0  $25  $0  $6,782  $0  $0  $12,424 

Pooled loans

  288,632   545,047   10,624   70,102   259,699   710   20,178   1,194,992 

Total gross loans

 $294,249  $545,047  $10,649  $70,102  $266,481  $710  $20,178  $1,207,416 

The Company's procedures dictate that an updated valuation must be obtained with respect to underlying collateral at the time a loan is deemed impaired. Updated valuations may also be obtained upon transfer from loans receivable to real estate owned based upon the age of the prior appraisal, changes in market conditions or known changes to the physical condition of the property.


Estimated fair values are reduced to account for sales commissions, broker fees, unpaid property taxes and additional selling expenses to arrive at an estimated net realizable value. The adjustment factor is based upon the Company's actual experience with respect to sales of real estate owned over the prior two years. In situations in which we are placing reliance on an appraisal that is more than one year old, an additional adjustment factor is applied to account for downward market pressure since the date of appraisal. The additional adjustment factor is based upon relevant sales data available for our general operating market as well as company-specific historical net realizable values as compared to the most recent appraisal prior to disposition.


With respect to multi-family income-producing real estate, appraisals are reviewed and estimated collateral values are adjusted by updating significant appraisal assumptions to reflect current real estate market conditions. Significant assumptions reviewed and updated include the capitalization rate, rental income and operating expenses. These adjusted assumptions are based upon recent appraisals received on similar properties as well as on actual experience related to real estate owned and currently under Company management.

A summary of the allowance for loan loss for loans evaluated individually and collectively for impairment by collateral class as of December 31, 2021 follows:

  One- to Four- Family  

Multi-Family

  

Home Equity

  Construction and Land  Commercial Real Estate  

Consumer

  

Commercial

  

Total

 
  

(In Thousands)

 

Allowance related to loans individually evaluated for impairment

 $0  $0  $0  $0  $0  $0  $0  $0 

Allowance related to loans collectively evaluated for impairment

  3,963   5,398   89   1,386   4,482   33   427   15,778 

Balance at end of period

 $3,963  $5,398  $89  $1,386  $4,482  $33  $427  $15,778 
                                 

Loans individually evaluated for impairment

 $5,420  $128  $26  $0  $1,222  $0  $1,097  $7,893 

Loans collectively evaluated for impairment

  295,103   537,828   10,986   82,588   249,454   732   21,201   1,197,892 

Total gross loans

 $300,523  $537,956  $11,012  $82,588  $250,676  $732  $22,298  $1,205,785 


16


Credit Quality Indicators

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors.  The Company establishes a risk rating at origination for all commercial loan and commercial real estate relationships.  For relationships over $1 million, management monitors the loans on an ongoing basis for any changes in the borrower’s ability to service their debt.  Management also affirms the risk ratings for the loans in their respective portfolios on an annual basis.  The Company uses the following definitions for risk ratings:

Watch. Loans classified as watch have a potential weakness that deserves management’s close attention.  If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.  Watch assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification.

Substandard. Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any.  Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt and, additionally, the weakness or weaknesses to make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable or improbable. Substandard loans are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass rated loans.

The following table presents information relating to the Company’s internal risk ratings of its loans receivable as of March 31, 2022 and December 31, 2021:

  

One to Four-Family

  

Multi-Family

  

Home Equity

  

Construction and Land

  

Commercial Real Estate

  

Consumer

  

Commercial

  

Total

 
  

(In Thousands)

 

At March 31, 2022

                                

Substandard

 $6,675  $0  $48  $0  $6,782  $0  $0  $13,505 

Watch

  8,126   0   0   2,289   5,799   0   2,676   18,890 

Pass

  279,448   545,047   10,601   67,813   253,900   710   17,502   1,175,021 
  $294,249  $545,047  $10,649  $70,102  $266,481  $710  $20,178  $1,207,416 
                                 

At December 31, 2021

                                

Substandard

 $5,420  $128  $26  $0  $6,827  $0  $1,097  $13,498 

Watch

  7,937   0   37   4,212   5,870   0   3,194   21,250 

Pass

  287,166   537,828   10,949   78,376   237,979   732   18,007   1,171,037 
  $300,523  $537,956  $11,012  $82,588  $250,676  $732  $22,298  $1,205,785 


17

The following tables present data on impaired loans at MarchDecember 31, 2021 and December 31, 2020.


 As of March 31, 2021 
  
Recorded
Investment
  
Unpaid
Principal
  Reserve  
Cumulative
Charge-Offs
 
  (In Thousands) 
Total Impaired with Reserve            
One- to four-family $206  $206  $21  $0 
Multi-family  0   0   0   0 
Home equity  0   0   0   0 
Construction and land  0   0   0   0 
Commercial real estate  0   0   0   0 
Consumer  0   0   0   0 
Commercial  0   0   0   0 
   206   206   21   0 
Total Impaired with no Reserve                
One- to four-family  6,256   7,019   0   763 
Multi-family  314   314   0   0 
Home equity  59   59   0   0 
Construction and land  43   51   0   8 
Commercial real estate  6,964   6,964   0   0 
Consumer  0   0   0   0 
Commercial  1,097   1,097   0   0 
   14,733   15,504   0   771 
Total Impaired                
One- to four-family  6,462   7,225   21   763 
Multi-family  314   314   0   0 
Home equity  59   59   0   0 
Construction and land  43   51   0   8 
Commercial real estate  6,964   6,964   0   0 
Consumer  0   0   0   0 
Commercial  1,097   1,097   0   0 
  $14,939  $15,710  $21  $771 



 As of December 31, 2020 
  
Recorded
Investment
  
Unpaid
Principal
  Reserve  
Cumulative
Charge-Offs
 
  (In Thousands) 
Total Impaired with Reserve            
One- to four-family $208  $208  $23  $0 
Multi-family  0   0   0   0 
Home equity  0   0   0   0 
Construction and land  0   0   0   0 
Commercial real estate  0   0   0   0 
Consumer  0   0   0   0 
Commercial  0   0   0   0 
   208   208   23   0 
Total Impaired with no Reserve                
One- to four-family  7,597   8,444   0   847 
Multi-family  341   352   0   11 
Home equity  63   63   0   0 
Construction and land  43   51   0   8 
Commercial real estate  7,248   7,248   0   0 
Consumer  0   0   0   0 
Commercial  1,097   1,097   0   0 
   16,389   17,255   0   866 
Total Impaired                
One- to four-family  7,805   8,652   23   847 
Multi-family  341   352   0   11 
Home equity  63   63   0   0 
Construction and land  43   51   0   8 
Commercial real estate  7,248   7,248   0   0 
Consumer  0   0   0   0 
Commercial  1,097   1,097   0   0 
  $16,597  $17,463  $23  $866 

.

  

As of December 31, 2021

 
  

Recorded

  

Unpaid

      

Cumulative

 
  

Investment

  

Principal

  

Reserve

  

Charge-Offs

 
  

(In Thousands)

 

Total Impaired with Reserve

                

One- to four-family

 $0  $0  $0  $0 

Multi-family

  0   0   0   0 

Home equity

  0   0   0   0 

Construction and land

  0   0   0   0 

Commercial real estate

  0   0   0   0 

Consumer

  0   0   0   0 

Commercial

  0   0   0   0 
   -   -   -   - 

Total Impaired with no Reserve

                

One- to four-family

  5,420   5,450   0   30 

Multi-family

  128   128   0   0 

Home equity

  26   26   0   0 

Construction and land

  0   0   0   0 

Commercial real estate

  1,222   1,222   0   0 

Consumer

  0   0   0   0 

Commercial

  1,097   1,097   0   0 
   7,893   7,923   0   30 

Total Impaired

                

One- to four-family

  5,420   5,450   0   30 

Multi-family

  128   128   0   0 

Home equity

  26   26   0   0 

Construction and land

  0   0   0   0 

Commercial real estate

  1,222   1,222   0   0 

Consumer

  0   0   0   0 

Commercial

  1,097   1,097   0   0 
  $7,893  $7,923  $0  $30 

The difference between a loan’s recorded investment and the unpaid principal balance represents a partial charge-off resulting from a confirmed loss when the value of the collateral securing the loan is below the loan balance and management’s assessment that the full collection of the loan balance is not likely.



18


The following tables present data on impaired loans for the three months ended for the three months ended March 31, 20212021.

  

2021

 
  

Average

     
  

Recorded

  

Interest

 
  

Investment

  

Paid

 
  (In Thousands) 

Total Impaired with Reserve

        

One- to four-family

 $207  $4 

Multi-family

  0   0 

Home equity

  0   0 

Construction and land

  0   0 

Commercial real estate

  0   0 

Consumer

  0   0 

Commercial

  0   0 
   207   4 

Total Impaired with no Reserve

        

One- to four-family

  6,294   79 

Multi-family

  314   0 

Home equity

  60   1 

Construction and land

  43   0 

Commercial real estate

  6,967   78 

Consumer

  0   0 

Commercial

  1,097   12 
   14,775   170 

Total Impaired

        

One- to four-family

  6,501   83 

Multi-family

  314   0 

Home equity

  60   1 

Construction and land

  43   0 

Commercial real estate

  6,967   78 

Consumer

  0   0 

Commercial

  1,097   12 
  $14,982  $174 

19

Credit Quality Information:

The following tables present total loans by risk categories and 2020.


 Three months ended March 31, 
  2021  2020 
  
Average
Recorded
Investment
  
Interest
Paid
  
Average
Recorded
Investment
  
Interest
Paid
 
  (In Thousands) 
Total Impaired with Reserve            
One- to four-family $207  $4  $216  $4 
Multi-family  0   0   0   0 
Home equity  0   0   0   0 
Construction and land  0   0   0   0 
Commercial real estate  0   0   5   10 
Consumer  0   0   0   0 
Commercial  0   0   0   0 
   207   4   221   14 
Total Impaired with no Reserve                
One- to four-family  6,294   79   8,265   98 
Multi-family  314   0   656   17 
Home equity  60   1   388   4 
Construction and land  43   0   0   0 
Commercial real estate  6,967   78   349   4 
Consumer  0   0   0   0 
Commercial  1,097   12   0   0 
   14,775   170   9,658   123 
Total Impaired                
One- to four-family  6,501   83   8,481   102 
Multi-family  314   0   656   17 
Home equity  60   1   388   4 
Construction and land  43   0   0   0 
Commercial real estate  6,967   78   354   14 
Consumer  0   0   0   0 
Commercial  1,097   12   0   0 
  $14,982  $174  $9,879  $137 

When a loan is considered impaired, interest payments received are treated as interest income on a cash basis as long as the remaining book valueyear of the loan (i.e., after charge-off of all identified losses) is deemed to be fully collectible. If the remaining book value is not deemed to be fully collectible, all payments received are applied to unpaid principal. Determination as to the ultimate collectability of the remaining book value is supported by an updated credit department evaluation of the borrower’s financial condition and prospects for repayment, including consideration of the borrower’s sustained historical repayment performance and other relevant factors.

The determination as to whether an allowance is required with respect to impaired loans is based upon an analysis of the value of the underlying collateral and/or the borrower’s intent and ability to make all principal and interest payments in accordance with contractual terms. The evaluation process is subject to the use of significant estimates and actual results could differ from estimates. This analysis is primarily based upon third party appraisals and/or a discounted cash flow analysis. In those cases in which no allowance has been provided for an impaired loan, the Company has determined that the estimated value of the underlying collateral exceeds the remaining outstanding balance of the loan. Of the total $14.7 million of impaired loansorigination as of March 31, 2021 for which no allowance has been provided, $771,000 in net charge-offs have been recorded to reduce the unpaid principal balance to an amount that is commensurate with the loans’ net realizable value, using the estimated fair value2022.

  

2022

  

2021

  

2020

  

2019

  

2018

  

Prior

  

Revolving

  

Total

 
   (In Thousands) 

1-4 Family

                                

Pass

 $19,191  $45,359  $53,486  $29,754  $29,475  $99,873  $2,310  $279,448 

Watch

  7,468   0   0   0   -   658   0   8,126 

Substandard

  458   2,209   690   1,932   0   1,386   0   6,675 

Total

  27,117   47,568   54,176   31,686   29,475   101,917   2,310   294,249 
                                 

Multi-family

                                

Pass

  65,633   154,087   151,679   53,945   27,648   89,167   2,888   545,047 

Watch

  0   0   0   0   0   0   0   0 

Substandard

  0   0   0   0   0   0   0   0 

Total

  65,633   154,087   151,679   53,945   27,648   89,167   2,888   545,047 
                                 

Home equity

                                

Pass

  78   351   1,096   153   188   175   8,560   10,601 

Watch

  0   0   0   0   0   0   0   0 

Substandard

  25   0   0   0   0   23   0   48 

Total

  103   351   1,096   153   188   198   8,560   10,649 
                                 

Construction and land

                                

Pass

  673   43,007   18,981   4,855   125   172   0   67,813 

Watch

  0   0   0   2,289   0   0   0   2,289 

Substandard

  0   0   0   0   0   0   0   0 

Total

  673   43,007   18,981   7,144   125   172   0   70,102 
                                 

Commercial Real Estate

                                

Pass

  29,184   56,828   40,832   45,613   28,783   51,035   1,625   253,900 

Watch

  1,267   197   0   2,302   1,311   722   0   5,799 

Substandard

  0   0   0   0   5,567   1,215   0   6,782 

Total

  30,451   57,025   40,832   47,915   35,661   52,972   1,625   266,481 
                                 

Consumer

                                

Pass

  49   3   0   0   0   0   658   710 

Watch

  0   0   0   0   0   0   0   0 

Substandard

  0   0   0   0   0   0   0   0 

Total

  49   3   0   0   0   0   658   710 
                                 

Commercial

                                

Pass

  1,540   2,303   1,495   661   1,183   5,880   4,440   17,502 

Watch

  0   335   2,077   0   0   113   151   2,676 

Substandard

  0   0   0   0   0   0   0   0 

Total

  1,540   2,638   3,572   661   1,183   5,993   4,591   20,178 
                                 

Total Loans

 $125,566  $304,679  $270,336  $141,504  $94,280  $250,419  $20,632  $1,207,416 

20




At March 31, 2021, total impaired loans included $11.8 million of troubled debt restructurings. Troubled debt restructurings involve granting concessions to a borrower experiencing financial difficulty by modifying the terms of the loan in an effort to avoid foreclosure. The vast majority of debt restructurings include a modification of terms to allow for an interest only payment and/or reduction in interest rate. The restructured terms are typically in place for six to twelve months. At December 31, 2020, total impaired loans included $11.6 million of troubled debt restructurings.

The following presents data on troubled debt restructurings:


 As of March 31, 2021 
  Accruing Non-accruing Total 
  Amount  Number Amount  Number Amount  Number 
 (Dollars in Thousands) 
                
One- to four-family $2,728   2  $1,088   4  $3,816   6 
Commercial real estate  6,934   2   0   0   6,934   2 
Commercial  1,097   1   0   0   1,097   1 
  $10,759   5  $1,088   4  $11,847   9 

 As of December 31, 2020 
  Accruing Non-accruing Total 
  Amount  Number Amount  Number Amount  Number 
 (Dollars in Thousands) 
                
One- to four-family $2,733   2  $532   3  $3,265   5 
Commercial real estate  7,207   3   0   0   7,207   3 
Commercial  1,097   1   0   0   1,097   1 
  $11,037   6  $532   3  $11,569   9 

At March 31, 2021, $11.8 million in loans had been modified in troubled debt restructurings and $1.1 million of these loans were included in the non-accrual loan total. The remaining $10.8 million, while meeting the internal requirements for modification in a troubled debt restructuring, were current with respect to payments under their original loan terms at the time of the restructuring and, therefore, continued to be included with accruing loans. Provided these loans perform in accordance with the modified terms, they will continue to be accounted for on an accrual basis.

All loans that have been modified in a troubled debt restructuring are considered to be impaired. As such, an analysis has been performed with respect to all of these loans to determine the need for a valuation reserve. When a loan is expected to perform in accordance with the restructured terms and ultimately return to and perform under contract terms, a valuation allowance is established for an amount equal to the excess of the present value of the expected future cash flows under the original contract terms as compared with the modified terms, including an estimated default rate. When there is doubt as to the borrower’s ability to perform under the restructured terms or ultimately return to and perform under market terms, a valuation allowance is established equal to the impairment when the carrying amount exceeds fair value of the underlying collateral. As a result of the impairment analysis, 0 valuation allowance was recorded as of March 31, 2021 with respect to the $11.8 million in troubled debt restructurings. As of December 31, 2020, 0 valuation allowance had been established with respect to the $11.6 million in troubled debt restructurings.

  

As of March 31, 2022

 
  

Accruing

  

Non-accruing

  

Total

 
  

Amount

  

Number

  

Amount

  

Number

  

Amount

  

Number

 
  

(Dollars in Thousands)

 
                         

One- to four-family

 $0   0  $2,077   7  $2,077   7 
  $0   0  $2,077   7  $2,077   7 

  

As of December 31, 2021

 
  

Accruing

  

Non-accruing

  

Total

 
  

Amount

  

Number

  

Amount

  

Number

  

Amount

  

Number

 
  

(Dollars in Thousands)

 
                         

One- to four-family

 $0   0  $1,670   5  $1,670   5 

Commercial real estate

  1,222   1   0   0   1,222   1 

Commercial

  1,097   1   0   0   1,097   1 
  $2,319   2  $1,670   5  $3,989   7 

After a troubled debt restructuring reverts to market terms, a minimum of 6 consecutive contractual payments must be received prior to consideration for a return to accrual status. If an updated credit department review indicates no other evidence of elevated credit risk, the loan is returned to accrual status at that time.


21



The following presents troubled debt restructurings by concession type:


 As of March 31, 2021 
 
Performing in
accordance with
modified terms
  In Default  Total 
 Amount  Number  Amount  Number  Amount  Number 
 (Dollars in Thousands) 
Interest reduction and principal forbearance $3,206   4  $0   0  $3,206   4 
Interest reduction  27   1   0   0   27   1 
Principal forbearance  8,614   4   0   0   8,614   4 
  $11,847   9  $0   0  $11,847   9 

 As of December 31, 2020 
 
Performing in
accordance with
modified terms
  In Default  Total 
 Amount  Number  Amount  Number  Amount  Number 
 (Dollars in Thousands) 
Interest reduction and principal forbearance $3,236   4  $0   0  $3,236   4 
Interest reduction  302   2   0   0   302   2 
Principal forebearance  8,031   3   0   0   8,031   3 
  $11,569   9  $0   0  $11,569   9 

  

As of March 31, 2022

 
  

Performing in accordance with modified terms

  

In Default

  

Total

 
  

Amount

  

Number

  

Amount

  

Number

  

Amount

  

Number

 
  

(Dollars in Thousands)

 

Interest reduction and principal forbearance

 $1,023   4  $341   1  $1,364   5 

Interest reduction

  23   1   0   0   23   1 

Principal forebearance

  690   1   0   0   690   1 
  $1,736   6  $341   1  $2,077   7 

  

As of December 31, 2021

 
  

Performing in accordance with modified terms

  

In Default

  

Total

 
  

Amount

  

Number

  

Amount

  

Number

  

Amount

  

Number

 
  

(Dollars in Thousands)

 

Interest reduction and principal forbearance

 $388   2  $0   0  $388   2 

Interest reduction

  24   1   0   0   24   1 

Principal forebearance

  3,577   4   0   0   3,577   4 
  $3,989   7  $0   0  $3,989   7 

There were 2 one- to four-family loans modified as troubled debt restructurings with a total balance of $432,000 during the three months ended March 31, 2022There was 1 one- to four-family loan modified as troubled debt restructurings with a total balance of $583,000 during the three months ended March 31, 2021. There were 0 loans modified as troubled debt restructurings during the three months ended March 31, 2020.


2021.

There were 0 troubled debt restructuringsrestructuring within the past twelve months for which there was a default during the three months ended March 31, 2022 and March 31, 2021 or March 31, 2020.


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 borrowers 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.  At March 31, 2021, the Company had approximately $910,000 in outstanding loans subject to principal deferral agreements.

.

The following table presents data on non-accrual loans as of March 31, 20212022 and December 31, 2020:


 March 31, 2021  December 31, 2020 
  (Dollars in Thousands) 
Non-accrual loans:      
Residential real estate:      
One- to four-family $3,734  $5,072 
Multi-family  314   341 
Home equity  59   63 
Construction and land  43   43 
Commercial real estate  30   41 
Commercial  0   0 
Consumer  0   0 
Total non-accrual loans $4,180  $5,560 
Total non-accrual loans to total loans receivable  0.31%  0.40%
Total non-accrual loans to total assets  0.19%  0.25%





Note 4— Real Estate Owned

Real estate owned is summarized as follows:

 March 31, 2021  December 31, 2020 
  (In Thousands) 
       
One- to four-family $0  $0 
Multi-family  0   0 
Construction and land  150   322 
Commercial real estate  0   0 
    Total real estate owned  150   322 

The following table presents the activity in the Company’s real estate owned:

 Three months ended March 31, 
  2021  2020 
  (In Thousands) 
Real estate owned at beginning of the period $322  $748 
Transferred from loans receivable  0   0 
Sales (net of gains / losses)  (172)  (46)
Write downs  0   0 
Other  0   0 
    Real estate owned at the end of the period $150  $702 

2021:

  

March 31, 2022

  

December 31, 2021

 
  

(Dollars in Thousands)

 

Non-accrual loans:

        

Residential

        

One- to four-family

 $6,598  $5,420 

Multi-family

  0   128 

Home equity

  48   26 

Construction and land

  0   0 

Commercial real estate

  0   0 

Commercial

  0   0 

Consumer

  0   0 

Total non-accrual loans

 $6,646  $5,574 

Total non-accrual loans to total loans receivable

  0.55%  0.46%

Total non-accrual loans to total assets

  0.33%  0.25%

Residential one-one- to four-familyfour-family mortgage loans that were in the process of foreclosure were $2.3$2.2 million and $1.4 million at March 31, 20212022 and $1.7 million at December 31, 2020.2021, respectively.

22



Note 5—4 Mortgage Servicing Rights


The following table presents the activity in the Company’s mortgage servicing rights:


 Three months ended March 31, 
  2021  2020 
  (In Thousands) 
Mortgage servicing rights at beginning of the period $5,977  $282 
Additions  3,516   58 
Amortization  (663)  (51)
Sales  0   0 
Mortgage servicing rights at end of the period  8,830   289 
Valuation allowance during the period  0   (53)
Mortgage servicing rights at end of the period, net $8,830  $236 

  

Three months ended March 31,

 
  

2022

  

2021

 
  

(In Thousands)

 

Mortgage servicing rights at beginning of the period

 $1,555  $5,977 

Additions

  1,001   3,516 

Amortization

  (105)  (663)

Sales

  0   0 

Mortgage servicing rights at end of the period

  2,451   8,830 

Valuation allowance recovered during the period

  7   0 

Mortgage servicing rights at end of the period, net

 $2,458  $8,830 

During the three months ended March 31, 2021, $1.11 billion2022, $698.1 million in residential loans were originated for sale on a consolidated basis. During the same period, sales of loans held for sale totaled $1.22 billion,$878.6 million, generating mortgage banking income of $54.4$28.3 million. The unpaid principal balance of loans serviced for others was $1.26 billion$317.1 million and $871.8$204.8 million at March 31, 20212022 and December 31, 2020,2021, respectively. These loans are not reflected in the consolidated statements of financial condition.


The fair value of mortgage servicing rights were $13.0$3.4 million at March 31, 2022 and $1.8 million at December 31, 2021

 During the three months ended March 31, 2022 and March 31, 2021 and $236,000 at March 31, 2020. During the three months ended March 31, 2021 and March 31, 2020, the Company did not sell any mortgage servicing rights.


The following table shows the estimated future amortization expense for mortgage servicing rights for the periods indicated:

  

(In Thousands)

 

Estimate for the annual period ended December 31:

    

2022

 $315 

2023

  390 

2024

  338 

2025

  308 

2026

  274 

Thereafter

  833 

Total

 $2,458 

23


 (In Thousands) 
Estimate for the period ended December 31:   
2021 $1,132 
2022  1,400 
2023  1,216 
2024  1,108 
Thereafter  3,974 
Total  8,830 


Note 6—5 Deposits


At March 31, 20212022 and December 31, 2020, time2021, the aggregate balance of uninsured deposits with aggregate balances greater than $250,000 amounted to $114.4of $250,000 or more was $314.2 million and $102.6$318.0 million, respectively.


The Company does not have uninsured deposits less than $250,000 in aggregate balance.

A summary of the contractual maturities of time deposits at March 31, 20212022 is as follows:

  

(In Thousands)

 
     

Within one year

 $511,518 

More than one to two years

  73,935 

More than two to three years

  4,208 

More than three to four years

  1,165 

More than four through five years

  793 
  $591,619 

Certain directors and executive officers, including their immediate families and companies in which they are principal owners, are depositors of the Corporation. Such deposits amounted to $26.6 million and $27.4 million at March 31, 2022 and December 31, 2021, respectively.


 (In Thousands) 
    
Within one year $594,237 
More than one to two years  99,840 
More than two to three years  9,718 
More than three to four years  886 
More than four through five years  1,073 
  $705,754 



Note 7—6 Borrowings


Borrowings consist of the following:


 March 31, 2021  December 31, 2020 
  Balance  Weighted Average Rate  Balance  Weighted Average Rate 
  (Dollars in Thousands) 
Short term:            
Repurchase agreement $16,505   3.25% $9,074   3.25%
Federal Home Loan Bank, Chicago  4,000   0.00%  29,000   0.22%
                 
Long term:                
  Federal Home Loan Bank, Chicago advances maturing:                
2027  50,000   1.73%  50,000   1.73%
2028  255,000   2.37%  255,000   2.37%
2029  165,000   1.61%  165,000   1.61%
  $490,505   2.06% $508,074   1.95%

  

March 31, 2022

  

December 31, 2021

 
      

Weighted

      

Weighted

 
      

Average

      

Average

 
  

Balance

  

Rate

  

Balance

  

Rate

 
  

(Dollars in Thousands)

 

Short term:

                

Repurchase agreements

 $6,478   4.10% $2,127   3.00%

Federal Home Loan Bank, Chicago advances

  5,000   0.00%  5,000   0.00%
                 

Long term:

                

Federal Home Loan Bank, Chicago advances maturing:

                

2027

  50,000   1.73%  50,000   1.73%

2028

  100,000   2.46%  255,000   2.37%

2029

  165,000   1.61%  165,000   1.61%
  $326,478   1.91% $477,127   2.02%

The short-term repurchase agreement represents the outstanding portion of a total $35.0$75.0 million commitment with one unrelated bank.bank as of March 31, 2022.  The short-term repurchase agreement is utilized by Waterstone Mortgage Corporation to finance loans originated for sale. This agreement is secured by the underlying loans being financed.  Related interest rates are based upon the note rate associated with the loans being financed. The short-term repurchase agreement had a $16.5$6.5 million balance at March 31, 20212022 and a $9.1$2.1 million balance at December 31, 2020.


2021.

The Company enters into agreements under which it sells securities subject to an obligation to repurchase the same or similar securities. In addition, the Company enters into agreements under which it sells loans held for sale subject to an obligation to repurchase the same loans. Under these arrangements, the Company may transfer legal control over the assets but still retain effective control through an agreement that both entitles and obligates the Company to repurchase the assets. As a result, these repurchase agreements are accounted for as collateralized financing arrangements (i.e., secured borrowings) and not as a sale and subsequent repurchase of assets. The obligation to repurchase the assets is reflected as a liability in the Company's consolidated statements of financial condition, while the securities and loans held for sale underlying the repurchase agreements remain in the respective investment securities and loans held for sale asset accounts. In other words, there is no offsetting or netting of the investment securities or loans held for sale assets with the repurchase agreement liabilities. The Company's repurchase agreement is subject to master netting agreements, which sets forth the rights and obligations for repurchase and offset. Under the master netting agreement, the Company is entitled to set off the collateral placed with a single counterparty against obligations owed to that counterparty.


The FHLB short-term advance consists of 1 $4.0one $5.0 million advance with a fixed rate of 0.00% and a maturity date of May 1, 2021.


9, 2022.

The $50.0 million advance due in 2027 has a fixed rate of 1.73% and has a contractual maturity date in December 2027.


24




The $255.0$100.0 million in advances due in 2028 consists of 1 $25.0one $50.0 million advance with a fixed rate of 2.16%, 1 $25.02.34% and a FHLB quarterly call option currently avavilable and one $50.0 million advance with a fixed rate of 2.40%,2.57% and 2 advances totaling $55.0 million with a fixed rate of 2.27% with a maturity date in March 2028, 2 advances totaling $50.0 million with fixed rates of 2.34% and 2.48% both with a FHLB single call option in May 2021, 1 advance of $50.0 million with a fixed rate of 2.34% and with a FHLB quarterly call option currently available, and 1 advance of $50.0 million with a fixed rate of 2.57% and with a FHLB quarterly call option that currently available.


The $165.0 million in advances due in 2029 consists of 1one $50.0 million advance with a fixed rate of 1.98% with a FHLB quarterly call option in May 2022, 1one $50.0 million advance with a fixed rate of 1.75% with a FHLB quarterly call option beginning in August 2021, 1currently available, one $25.0 million advance with a fixed rate of 1.52% with a FHLB quarterly call option currently available, and 1one advance of $40.0 million with a fixed rate of 1.02% and with a FHLB quarterly call option currently available.


The Company selects loans that meet underwriting criteria established by the FHLB as collateral for outstanding advances. The Company’s borrowings from the FHLB are limited to 80% of the carrying value of unencumbered one-one- to four-familyfour-family mortgage loans, 75% of the carrying value of multi-family loans and 64% of the carrying value of home equity loans. In addition, these advances were collateralized by FHLB stock of $26.7$24.4 million at March 31, 20212022 and at December 31, 2020,2021, respectively. In the event of prepayment, the Company is obligated to pay all remaining contractual interest on the advance.



Note 8 7 Regulatory Capital


The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements, or overall financial performance deemed by the regulators to be inadequate, can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Company's and Bank’s assets, liabilities, and certain off-balance-sheet items, as calculated under regulatory accounting practices. The Company's and Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.


As required by applicable legislation, the federal banking agencies were required to develop a “Community Bank Leverage Ratio” (the ratio of a bank’s tangible equity capital to average total consolidated assets) for financial institutions with assets of less than $10$10 billion.  A “qualifying community bank” that exceeds this ratio will be deemed to be in compliance with all other capital and leverage requirements, including the capital requirements to be considered “well capitalized” under Prompt Corrective Action statutes.  The federal banking agencies may consider a financial institution’s risk profile when evaluating whether it qualifies as a community bank for purposes of the capital ratio requirement.


The federal banking agencies must set the minimum capital for the new Community Bank Leverage Ratio at not less than 8% and not more than 10%. Pursuant to Section 4012 of the CARES Act and related interim final rules, the The Community Bank Leverage Ratio will be 8% beginning in the second quarter of 2020 and for the remainder of calendar year 2020, 8.5% for calendar year 2021, and is currently 9%  thereafter..  A financial institution can elect to be subject to this new definition, and opt-out of this new definition, at any time. As a qualified community bank, we elected to opt-out of this definition during the second quarter of 2020.


Prompt corrective action regulations provide five classifications: well-capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If only adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required.


The minimum capital ratios set forth in the Regulatory Capital Plans will be increased and other minimum capital requirements will be established if and as necessary. In accordance with the Regulatory Capital Plans, the Bank will not pursue any acquisition or growth opportunity, declare any dividend or conduct any stock repurchase that would cause the Bank's total risk-based capital ratio and/or its Tier 1 leverage ratio to fall below the established minimum capital levels or the capital levels required for capital adequacy plus the captial conservation buffer. The minimum captial conservation buffer is 2.5%.


As of March 31, 2021,2022, the Bank was well-capitalized, with all capital ratios exceeding the well-capitalized requirement. There are no conditions or events that management believes have changed the Bank’s prompt corrective action capitalization category.


The Bank is subject to regulatory restrictions on the amount of dividends it may declare and pay to the Company without prior regulatory approval, and to regulatory notification requirements for dividends that do not require prior regulatory approval.


25



The actual and required capital amounts and ratios for the Bank as of March 31, 20212022 and December 31, 20202021 are presented in the tabletables below:


 March 31, 2021 
  Actual  
For Capital
Adequacy
Purposes
  
Minimum Capital
Adequacy with
Capital Buffer
  
To Be Well
Capitalized Under
Prompt Corrective
Action Provisions
 
  Amount  Ratio  Amount  Ratio  Amount  Ratio  Amount  Ratio 
  (Dollars In Thousands) 
Total Capital (to risk-weighted assets)                   
Consolidated Waterstone Financial, Inc. $446,657   27.07% $131,977   8.00% $173,220   10.50% $N/A   N/A 
WaterStone Bank  396,096   24.01%  131,977   8.00%  173,220   10.50%  164,971   10.00%
Tier 1 Capital (to risk-weighted assets)                         
Consolidated Waterstone Financial, Inc.  428,877   26.00%  98,983   6.00%  140,226   8.50%  N/A   N/A 
WaterStone Bank  378,316   22.93%  98,983   6.00%  140,226   8.50%  131,977   8.00%
Common Equity Tier 1 Capital (to risk-weighted assets)                     
Consolidated Waterstone Financial, Inc.  428,877   26.00%  74,237   4.50%  115,480   7.00%  N/A   N/A 
WaterStone Bank  378,316   22.93%  74,237   4.50%  115,480   7.00%  107,231   6.50%
Tier 1 Capital (to average assets)                         
Consolidated Waterstone Financial, Inc.  428,877   19.77%  86,752   4.00%  N/A   N/A   N/A   N/A 
WaterStone Bank  378,316   17.44%  86,752   4.00%  N/A   N/A   108,440   5.00%
State of Wisconsin (to total assets)                         
WaterStone Bank  378,316   17.24%  131,644   6.00%  N/A   N/A   N/A   N/A 

  

March 31, 2022

 
  

Actual

  

For Capital Adequacy Purposes

  

Minimum Capital Adequacy with Capital Buffer

  

To Be Well-Capitalized Under Prompt Corrective Action Provisions

 
  

Amount

  

Ratio

  

Amount

  

Ratio

  

Amount

  

Ratio

  

Amount

  

Ratio

 
  

(Dollars In Thousands)

 

Total Capital (to risk-weighted assets)

                                

Consolidated Waterstone Financial, Inc.

  436,674   28.96%  120,635   8.00%  158,333   10.50%  N/A   N/A 

Waterstone Bank

  399,776   26.51%  120,627   8.00%  158,322   10.50%  150,783   10.00%

Tier I Capital (to risk-weighted assets)

                                

Consolidated Waterstone Financial, Inc.

  419,769   27.84%  90,476   6.00%  128,174   8.50%  N/A   N/A 

Waterstone Bank

  382,871   25.39%  90,470   6.00%  128,166   8.50%  120,627   8.00%

Common Equity Tier 1 Capital (to risk-weighted assets)

                                

Consolidated Waterstone Financial, Inc.

  419,769   27.84%  67,857   4.50%  105,555   7.00%  N/A   N/A 

Waterstone Bank

  382,871   25.39%  67,852   4.50%  105,548   7.00%  98,009   6.50%

Tier I Captial (to average assets)

                                

Consolidated Waterstone Financial, Inc.

  419,769   19.54%  85,920   4.00%  N/A   N/A   N/A   N/A 

Waterstone Bank

  382,871   17.82%  85,920   4.00%  N/A   N/A   107,401   5.00%

State of Wisconsin (to total assets)

                                

Waterstone Bank

  382,871   19.17%  119,838   6.00%  N/A   N/A   N/A   N/A 


26


 
  December 31, 2021 
  

Actual

  

For Capital Adequacy Purposes

  

Minimum Capital Adequacy with Capital Buffer

  

To Be Well-Capitalized Under Prompt Corrective Action Provisions

 
  

Amount

  

Ratio

  

Amount

  

Ratio

  

Amount

  

Ratio

  

Amount

  

Ratio

 
  

(Dollars In Thousands)

 

Total capital (to risk-weighted assets)

                                

Consolidated Waterstone Financial, Inc.

 $448,818   29.01% $123,766   8.00% $162,443   10.50%  N/A   N/A 

Waterstone Bank

  394,540   25.52%  123,695   8.00%  162,350   10.50%  154,619   10.00%

Tier I capital (to risk-weighted assets)

                                

Consolidated Waterstone Financial, Inc.

  433,040   27.99%  92,825   6.00%  131,502   8.50%  N/A   N/A 

Waterstone Bank

  378,762   24.50%  92,771   6.00%  131,426   8.50%  123,695   8.00%

Common Equity Tier 1 Capital (to risk-weighted assets)

                                

Consolidated Waterstone Financial, Inc.

  433,040   27.99%  69,619   4.50%  108,296   7.00%  N/A   N/A 

Waterstone Bank

  378,762   24.50%  69,579   4.50%  108,233   7.00%  100,502   6.50%

Tier I Captial (to average assets)

                                

Consolidated Waterstone Financial, Inc.

  433,040   19.29%  89,774   4.00%  N/A   N/A   N/A   N/A 

Waterstone Bank

  378,762   16.88%  89,774   4.00%  N/A   N/A   112,218   5.00%

State of Wisconsin (to total assets)

                                

Waterstone Bank

  378,762   17.14%  132,572   6.00%  N/A   N/A   N/A   N/A 


 December 31, 2020 
  Actual  
For Capital
Adequacy
Purposes
  
Minimum Capital
Adequacy with
Capital Buffer
  
To Be Well
Capitalized Under
Prompt Corrective
Action Provisions
 
  Amount  Ratio  Amount  Ratio  Amount  Ratio  Amount  Ratio 
  (Dollars In Thousands) 
Total Capital (to risk-weighted assets)                   
Consolidated Waterstone Financial, Inc. $428,972   24.80% $138,390   8.00% $181,637   10.50% $N/A   N/A 
WaterStone Bank  389,519   22.52%  138,346   8.00%  181,579   10.50%  172,933   10.00%
Tier 1 Capital (to risk-weighted assets)                         
Consolidated Waterstone Financial, Inc.  410,149   23.71%  103,792   6.00%  147,039   8.50%  N/A   N/A 
WaterStone Bank  370,696   21.44%  103,760   6.00%  146,993   8.50%  138,346   8.00%
Common Equity Tier 1 Capital (to risk-weighted assets)                 
Consolidated Waterstone Financial, Inc.  410,149   23.71%  77,844   4.50%  121,091   7.00%  N/A   N/A 
WaterStone Bank  370,696   21.44%  77,820   4.50%  121,053   7.00%  112,406   6.50%
Tier 1 Capital (to average assets)                         
Consolidated Waterstone Financial, Inc.  410,149   18.38%  89,238   4.00%  N/A   N/A   N/A   N/A 
WaterStone Bank  370,696   16.61%  89,263   4.00%  N/A   N/A   111,579   5.00%
State of Wisconsin (to total assets)                         
WaterStone Bank  370,696   16.62%  133,856   6.00%  N/A   N/A   N/A   N/A 


Note 9 8 Income Taxes


Income tax expense totaled $6.9$1.5 million for the three months ended March 31, 20212022 compared to $1.9$6.9 million during the three months ended March 31, 2020.2021. Income tax expense was recognized on the statement of income during the three months ended March 31, 20212022 at an effective rate of 24.4%22.5% of pretax income compared to 24.1%24.4% during the three months ended March 31, 2020.




2021


27


Note 10–9 Commitments, Off-Balance Sheet Arrangements, and Contingent Liabilities


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


 March 31, 2021  December 31, 2020 
  (In Thousands) 
Financial instruments whose contract amounts represent potential credit risk:      
Commitments to extend credit under amortizing loans (1) $20,302  $23,891 
Commitments to extend credit under home equity lines of credit (2)  12,767   13,653 
Unused portion of construction loans (3)  65,790   74,173 
Unused portion of business lines of credit  18,221   19,207 
Standby letters of credit  1,246   1,296 


(1) Commitments for loans are extended to customers for up to 90 days after which they expire. Excludes commitments to originate loans held for sale, which are discussed in the following footnote.
(2)  Unused portions of home equity loans are available to the borrower for up to 10 years.
(3)  Unused portions of construction loans are available to the borrower for up to one year.

  

March 31, 2022

  

December 31, 2021

 
  

(In Thousands)

 

Financial instruments whose contract amounts represent potential credit risk:

        

Commitments to extend credit under amortizing loans (1)

 $61,559  $48,686 

Commitments to extend credit under home equity lines of credit (2)

  11,347   11,990 

Unused portion of construction loans (3)

  43,419   50,303 

Unused portion of business lines of credit

  18,047   17,916 

Standby letters of credit

  1,379   1,379 

(1)

Commitments for loans are extended to customers for up to 90 days after which they expire. Excludes commitments to originate loans held for sale, which are discussed in the following footnote.

(2)

Unused portions of home equity loans are available to the borrower for up to 10 years.

(3)

Unused portions of construction loans are available to the borrower for up to one year.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The Company evaluates each customer's creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management's credit evaluation of the counter-party. Collateral obtained generally consists of mortgages on the underlying real estate.


Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Company holds mortgages on the underlying real estate as collateral supporting those commitments for which collateral is deemed necessary.


The Company has determined that there are 0 probable losses related to commitments to extend credit or the standby letters of credit as of MarchDecember 31, 2021 and December 31, 2020.


.  Please see Note 3 - Loans Receivable for discussion on the allowance for credit losses - unfunded commitments.  

Residential mortgage loans sold to others are predominantly conventional residential first lien mortgages. The Company’s agreements to sell residential mortgage loans in the normal course of business usually require certain representations and warranties on the underlying loans sold related to credit information, loan documentation and collateral, which if subsequently are untrue or breached, could require the Company to repurchase certain loans affected. The Company has only been required to make insignificant repurchases as a result of breaches of these representations and warranties. The Company’s agreements to sell residential mortgage loans also contain limited recourse provisions. The recourse provisions are limited in that the recourse provision ends after certain payment criteria have been met. With respect to these loans, repurchase could be required if defined delinquency issues arose during the limited recourse period. Given that the underlying loans delivered to buyers are predominantly conventional first lien mortgages,  historical experience has resulted in insignificant losses and repurchase activity. The Company's reserve for losses related to these recourse provisions totaled $2.5$1.9 million and $2.9$2.1 million as of March 31, 20212022 and December 31, 2020,2021, respectively.


In the normal course of business, the Company, or its subsidiaries, are involved in various legal proceedings.  In the opinion of management, any liability resulting from pending proceedings would not be expected to have a material adverse effect on the Company's consolidated financial statements.



28



Note 11 10 Derivative Financial Instruments


Mortgage Banking Derviatives


In connection with its mortgage banking activities, the Company enters into derivative financial instruments as part of its strategy to manage its exposure to changes in interest rates.   Mortgage banking derivatives include interest rate lock commitments provided to customers to fund mortgage loans to be sold in the secondary market and forward commitments for the future delivery of such loans to third party investors.loans.  It is the Company’s practice to enter into forward commitments for the future delivery of residential mortgage loans when interest rate lock commitments are entered into in order to economically hedge the effect of future changes in interest rates on its commitments to fund the loans as well as on its portfolio of mortgage loans held for sale.held-for-sale.  The Company’s mortgage banking derivatives have not been designated as being a hedge relationships.relationship.  These instruments are used to manage the Company’s exposure to interest rate movements and other identified risks but do not meet the strict hedge accounting requirements of ASC 815.  Changes in the fair value of derivatives not designated in hedging relationships are recorded as a component of mortgage banking incomedirectly in the Company’s consolidated statements of operations.earnings.  The Company does not use derivatives for speculative purposes.


Forward

Derivative Loan Commitments

Mortgage loan commitments qualify as derivative loan commitments if the loan that will result from exercise of the commitment will be held for sale upon funding. The Company enters into commitments to sellfund residential mortgage loans representat specified times in the future, with the intention that these loans will subsequently be sold in the secondary market. A mortgage loan commitment binds the Company to lend funds to a potential borrower at a specified interest rate and within a specified period of time, generally up to 60 days after inception of the rate lock.

Outstanding derivative loan commitments obtainedexpose the Company to the risk that the price of the loans arising from exercise of the loan commitment might decline from inception of a rate lock to funding of the loan due to increases in mortgage interest rates. If interest rates increase, the value of these loan commitments decreases. Conversely, if interest rates decrease, the value of these loan commitments increases.

Forward Loan Sale Commitments

The Company utilizes both “mandatory delivery” and “best efforts” forward loan sale commitments to mitigate the risk of potential decreases in the values of loans that would result from the exercise of the derivative loan commitments.

With a “mandatory delivery” contract, the Company commits to deliver a certain principal amount of mortgage loans to an investor at a specified price on or before a specified date. If the Company fails to deliver the number of mortgages necessary to fulfill the commitment by the Company fromspecified date, it is obligated to pay a secondary“pair-off” fee, based on then-current market agencyprices, to purchase mortgages fromthe investor to compensate the investor for the shortfall.

With a “best efforts” contract, the Company atcommits to deliver an individual mortgage loan of a specified interest ratesprincipal amount and withinquality to an investor if the loan to the underlying borrower closes. Generally, the price the investor will pay the seller for an individual loan is specified periodsprior to the loan being funded (e.g., on the same day the lender commits to lend funds to a potential borrower).

The Company expects that these forward loan sale commitments will experience changes in fair value opposite to the change in fair value of time. Commitmentsderivative loan commitments.

Interest Rate Swaps

The Company may offer derivative contracts to sell loans are made to mitigateits customers in connection with their risk management needs. The Company manages the risk associated with these contracts by entering into an equal and offsetting derivative with a third-party dealer through back-to-back swaps. These derivatives generally work together as an economic interest rate risk on interest rate lock commitments to originate loans and loans held for sale. At March 31, 2021,hedge, but the Company had forward commitmentsdoes not designate them for hedge accounting treatment.  Consequently, changes in fair value of the corresponding derivative financial asset or liability are recorded as either a charge or credit to sell mortgage loans with an aggregate notional amount of approximately $754.0 million and interest rate lock commitments with an aggregate notional amount of approximately $518.1 million.current earnings during the period in which the changes occurred. The fair value of the forward commitments to sell mortgage loans at March 31, 2021 includedswaps is recorded as both an asset and a gain of $6.6 million that is reported as a component ofliability, in other assets on the Company's consolidated statement of financial condition.  The fair value of the interest rate locks at March 31, 2021 included a gain of $5.0 million that is reported as a component of other assets on the Company's consolidated statements of financial condition. At December 31, 2020, the Company had forward commitments to sell mortgage loans with an aggregate notional amount of $779.9 million and interest rate lock commitments with an aggregate notional amount of approximately $486.2 million.  The fair value of the forward commitments to sell mortgage loans at December 31, 2020 included a loss of $5.1 million that is reported as a component of other liabilities on the Company's consolidated statement of financial condition.  condition, respectively, in equal amounts for these transactions.

29

The following tables presents the outstanding notional balances and fair valuevalues of the interest rate locks at December 31, 2020 included a gain of $11.1 million that is reported as a component of other assets on the Company's consolidated statements of financial condition.


outstanding derivative instruments:

March 31, 2022

          
    

Assets

 

Liabilities

Derivatives not designated as Hedging Instruments

Notional Amount

 

Balance Sheet Location

Fair Value

 

Balance Sheet Location

Fair Value

  (In Millions)

Forward commitments

$502.7 

Other assets

$9.1 

Other liabilities

$0

Interest rate locks

 425.6 

Other assets

 0 

Other liabilities

 3.5

Interest rate swaps

 104.6 

Other assets

 1.6 

Other liabilities

 1.6
           
           

December 31, 2021

          
    

Assets

 

Liabilities

Derivatives not designated as Hedging Instruments

Notional Amount

 

Balance Sheet Location

Fair Value

 

Balance Sheet Location

Fair Value

  (In Millions)

Forward commitments

$571.5 

Other assets

$1.3 

Other liabilities

$0

Interest rate locks

 345.2 

Other assets

 3.1 

Other liabilities

 0

Interest rate swaps

 105.2 

Other assets

 1.6 

Other liabilities

 1.6

In determining the fair value of its derivative loan commitments, the Company considers the value that would be generated by the loan arising from exercise of the loan commitment when sold in the secondary mortgage market. That value includes the price that the loan is expected to be sold for in the secondary mortgage market. The fair value of these commitments is recorded on the consolidated statements of financial condition with the changes in fair value recorded as a component of mortgage banking income.


The significant unobservable input used in the fair value measurement of the Company's mortgage banking derivatives, including interest rate lock commitments, is the loan pull through rate. This represents the percentage of loans currently in a lock position which the Company estimates will ultimately close. Generally, the fair value of an interest rate lock commitment will be positively (negatively) impacted when the prevailing interest rate is lower (higher) than the interest rate lock commitment. Generally, an increase in the pull through rate will result in the fair value of the interest rate lock increasing when in a gain position, or decreasing when in a loss position. The pull through rate is largely dependent on the loan processing stage that a loan is currently in and the change in prevailing interest rates from the time of the rate lock. The pull through rate is computed using historical data and the ratio is periodically reviewed by the Company.


Interest Rate Swaps


The Company may offer derivative contracts to its customers in connection with their risk management needs. The Company manages the risk associated with these contracts by entering into an equal and offsetting derivative with a third-partythird-party dealer through back-to-back swaps. These derivatives generally work together as an economic interest rate hedge, but the Company does not designate them for hedge accounting treatment.  Consequently, changes in fair value of the corresponding derivative financial asset or liability are recorded as either a charge or credit to current earnings during the period in which the changes occurred. The fair value of the swaps is recorded as both an asset and a liability, in other assets and other liabilities on the Company's consolidated statement of financial condition, respectively, in equal amounts for these transactions.


The aggregate amortizing notional value of back-to-back swaps with various commercial borrowers was $106.9 million at March 31, 2021 and $107.5 million at December 31, 2020. The Company receives fixed rates and pays floating rates based upon LIBOR on the swaps with commercial borrowers. These swaps mature in December 2029 to June 2037. Commercial borrower swaps are completed independently with each borrower and are not subject to master netting arrangements. These commercial borrower swaps were reported as a componentAs of other assets on the Company's consolidated statement of financial condition of $2.8 million as of March 31, 20212022 and $3.9 million as of December 31, 2020. As of March 31, 2021 and December 31, 2020,, 0 back-to-back swaps were in default.





The aggregate amortizing notional value of back-to-back swaps with dealer counterparties was $106.9 million as of March 31, 2021 and $107.5 million as of December 31, 2020.  The Company pays fixed rates and receives floating rates based upon LIBOR on the swaps with dealer counterparties. These swaps maturity dates range from December 2029 to June 2037. Dealer counterparty swaps are subject to master netting agreements among the contracts within our Bank and are reported as a component of other liabilities on the Company's consolidated statement of financial condition of $2.8 million as of March 31, 2021 and $3.9 million as of December 31, 2020. NoBank. NaN right of offset existed with dealer counterparty swaps as of March 31, 20212022 and December 31, 2020.

2021All changes in the fair value of these instruments are recorded in other non-interest income. The Company pledged 0 mortgage backed securities to secure its obligation under these contractscash at March 31, 20212022 and $7.2$1.9 million in mortgage backed securitiescash at December 31, 2020.2021.

30



Note 12 11 Earnings Per Share


Earnings per share are computed using the two-classtwo-class method. Basic earnings per share is computed by dividing net income allocated to common shares by the weighted average number of common shares outstanding during the applicable period. Diluted earnings per share is computed by dividing net income by the weighted average number of common shares outstanding adjusted for the dilutive effect of all potential common shares.


There were 35,00087,000 and 113,00035,000 antidilutive shares of common stock for the three months endedMarch 31, 20212022 and 2020.


2021, respectively. 

Presented below are the calculations for basic and diluted earnings per share:

  

Three months ended March 31,

 
  

2022

  

2021

 
  

(In Thousands, except per share amounts)

 
         

Net income

 $5,291  $21,344 
         

Weighted average shares outstanding

  23,132   23,735 

Effect of dilutive potential common shares

  179   215 

Diluted weighted average shares outstanding

 $23,311  $23,950 
         

Basic earnings per share

 $0.23  $0.90 

Diluted earnings per share

 $0.23  $0.89 


  Three months ended March 31, 
  2021  2020 
       
       
Net income $21,344   6,069 
         
Weighted average shares outstanding  23,735   25,405 
Effect of dilutive potential common shares  215   207 
Diluted weighted average shares outstanding  23,950   25,612 
         
Basic earnings per share $0.90   0.24 
Diluted earnings per share $0.89   0.24 

Note 13 12 Fair Value Measurements


ASC Topic 820, "Fair Value Measurements and Disclosures" defines fair value, 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 the 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 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 Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.


31


The following table presents information about our assets recorded in our consolidated statements of financial condition at their fair value on a recurring basis as of March 31, 20212022 and December 31, 2020,2021, and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value.


    Fair Value Measurements Using 
  March 31, 2021  Level 1  Level 2  Level 3 
  (In Thousands) 
             
Assets            
Available-for-sale securities            
Mortgage-backed securities $24,578  $0  $24,578  $0 
Collateralized mortgage obligations                
Government sponsored enterprise issued  68,415   0   68,415   0 
Private-label issued  3,130   0   3,130   0 
Government sponsored enterprise bonds  2,468   0   2,468   0 
Municipal securities  52,241   0   52,241   0 
Other debt securities  11,431   0   11,431   0 
Loans held for sale  341,293   0   341,293   0 
Mortgage banking derivative assets  11,601   0   0   11,601 
Interest rate swap assets  2,816   0   2,816   0 
Liabilities                
Mortgage banking derivative liabilities  0   0   0   0 
Interest rate swap liabilities  2,816   0   2,816   0 

    Fair Value Measurements Using 
  December 31, 2020  Level 1  Level 2  Level 3 
  (In Thousands) 
             
Assets            
Available-for-sale securities            
Mortgage-backed securities $25,100  $0  $25,100  $0 
Collateralized mortgage obligations                
Government sponsored enterpris issued  63,284   0   63,284   0 
Private-label  3,665   0   3,665   0 
Government sponsored enterprise issued  2,503   0   2,503   0 
Municipal securities  53,614   0   53,614   0 
Other debt securities  11,453   0   11,453   0 
Loans held for sale  402,003   0   402,003   0 
Mortgage banking derivative assets  11,057   0   0   11,057 
Interest rate swap assets  3,892   0   3,892   0 
Liabilities                
Mortgage banking derivative liabilities  5,140   0   0   5,140 
Interest rate swap liabilities  3,892   0   3,892   0 

      

Fair Value Measurements Using

 
                 
  

March 31, 2022

  

Level 1

  

Level 2

  

Level 3

 
  

(In Thousands)

 

Assets

                

Available for sale securities

                

Mortgage-backed securities

 $16,911  $0  $16,911  $0 

Collateralized mortgage obligations

                

Government sponsored enterprise issued

  125,600   0   125,600   0 

Private-label issued

  10,236   0   10,236   0 

Government sponsored enterprise bonds

  2,344   0   2,344   0 

Municipal securities

  35,623   0   35,623   0 

Other debt securities

  11,239   0   11,239   0 

Loans held for sale

  154,440   0   154,440   0 

Mortgage banking derivative assets

  9,050   0   0   9,050 

Interest rate swap assets

  1,569   0   1,569   0 

Liabilities

                

Mortgage banking derivative liabilities

  3,477   0   0   3,477 

Interest rate swap liabilities

  1,569   0   1,569   0 

      

Fair Value Measurements Using

 
                 
  

December 31, 2021

  

Level 1

  

Level 2

  

Level 3

 
  

(In Thousands)

 

Assets

                

Available for sale securities

                

Mortgage-backed securities

 $19,488  $0  $19,488  $0 

Collateralized mortgage obligations

                

Government sponsored enterprise issued

  99,302   0   99,302   0 

Private-label issued

  2,943   0   2,943   0 

Government sponsored enterprise bonds

  2,448   0   2,448   0 

Municipal securities

  43,494   0   43,494   0 

Other debt securities

  11,341   0   11,341   0 

Loans held for sale

  312,738   0   312,738   0 

Mortgage banking derivative assets

  4,369   0   0   4,369 

Interest rate swap assets

  1,578   0   1,578   0 

Liabilities

                

Mortgage banking derivative liabilities

  0   0   0   0 

Interest rate swap liabilities

  1,578   0   1,578   0 

The following summarizes the valuation techniques for assets recorded in our consolidated statements of financial condition at their fair value on a recurring basis:


Available-for-sale securities – The Company’s investment securities classified as available for sale include: mortgage-backed securities, collateralized mortgage obligations, government sponsored enterprise bonds, municipal securities and other debt securities. The fair value of mortgage-backed securities, collateralized mortgage obligations and government sponsored enterprise bonds are determined by a third party valuation source using observable market data utilizing a matrix or multi-dimensional relational pricing model. Standard inputs to these models include observable market data such as benchmark yields, reported trades, broker quotes, issuer spreads, benchmark securities, prepayment models and bid/offer market data. For securities with an early redemption feature, an option adjusted spread model is utilized to adjust the issuer spread. These model and matrix measurements are classified as Level 2 in the fair value hierarchy. The fair value of municipal and other debt securities is determined by a third party valuation source using observable market data utilizing a multi-dimensional relational pricing model. Standard inputs to this model include observable market data such as benchmark yields, reported trades, broker quotes, rating updates and issuer spreads. These model measurements are classified as Level 2 in the fair value hierarchy. The change in fair value is recorded through an adjustment to the statement of comprehensive income.


32



Loans held for sale – The Company carries loans held for sale at fair value under the fair value option model. Fair value is generally determined by estimating a gross premium or discount, which is derived from pricing currently observable in the secondary market, principally from observable prices for forward sale commitments. Loans held-for-sale are considered to be Level 2 in the fair value hierarchy of valuation techniques. The change in fair value is recorded through an adjustment to the statement of income.


Mortgage banking derivatives - Mortgage banking derivatives include interest rate lock commitments to originate residential loans held for sale to individual customers and forward commitments to sell residential mortgage loans to various investors. The Company utilizes a valuation model to estimate the fair value of its interest rate lock commitments to originate residential mortgage loans held for sale, which includes applying a pull through rate based upon historical experience and the current interest rate environment and then multiplying by quoted investor prices. The Company also utilizes a valuation model to estimate the fair value of its forward commitments to sell residential loans, which includes matching specific terms and maturities of the forward commitments against applicable investor pricing available. While there are Level 2 and 3 inputs used in the valuation models, the Company has determined that one or more of the inputs significant in the valuation of both of the mortgage banking derivatives fall within Level 3 of the fair value hierarchy. The change in fair value is recorded through an adjustment to the statement of income.


Interest rate swap assets/liabilities - The Company offers loan level swaps to its customers and offsets its exposure from such contracts by entering into mirror image swaps with a financial institution / swap counterparty. The fair values of derivatives are based on valuation models using observable market data as of the measurement date.  Our derivatives are traded in an over-the-counter market where quoted market prices are not always available.  Therefore, the fair values of derivatives are determined using quantitative models that utilize multiple market inputs.  The inputs will vary based on the type of derivative, but could include interest rates, prices and indices to generate continuous yield or pricing curves, prepayment rates, and volatility factors to value the position.  The majority of market inputs are actively quoted and can be validated through external sources, including brokers, market transactions and third-partythird-party pricing services. Interest rate swap assets and liabilities are considered to be Level 2 in the fair value hierarchy of valuation techniques. The change in fair value is recorded through an adjustment to the statement of operations, within other income and other expense.


The table below presents reconciliation for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3)3) during 20212022 and 2020.


 Three months ended March 31, 
  2021  2020 
  (In Thousands) 
       
Mortgage derivative, net balance at the beginning of the period $5,917  $1835 
Mortgage derivative gain, net  5,684   (3,282)
Mortgage derivative, net balance at the end of the period $11,601  $(1,447)
There2021.

  

Three months ended March 31,

 
  

2022

  

2021

 
  

(In Thousands)

 
         

Mortgage derivative, net balance at the beginning of the period

 $4,369  $5,917 

Mortgage derivative gain, net

  1,204   5,684 

Mortgage derivative, net balance at the end of the period

 $5,573  $11,601 

There were no0 transfers in or out of Level 1,2 or 3 measurements during the periods.


Assets Recorded at Fair Value on a Non-recurring Basis


The following tables present information about our assets recorded in our consolidated statements of financial condition at their fair value on a non-recurring basis as of March 31, 20212022 and December 31, 2020,2021, and indicate the fair value hierarchy of the valuation techniques utilized to determine such fair value.


    Fair Value Measurements Using 
  March 31, 2021  Level 1  Level 2  Level 3 
  (In Thousands) 
Impaired loans, net (1) $185  $0  $0  $185 
Real estate owned  150   0   0   150 
Impaired mortgage servicing rights  189   0   0   189 

    Fair Value Measurements Using 
  December 31, 2020  Level 1  Level 2  Level 3 
  (In Thousands) 
Impaired loans, net (1) $185  $0  $0  $185 
Real estate owned  322   0   0   322 
Impaired mortgage servicing rights  189   0   0   189 

(1) Represents collateral-dependent impaired loans, net, which are included in loans.

      

Fair Value Measurements Using

 
  

March 31, 2022

  

Level 1

  

Level 2

  

Level 3

 
  

(In Thousands)

 

Real estate owned

  148   0   0   148 

      

Fair Value Measurements Using

 
  

December 31, 2021

  

Level 1

  

Level 2

  

Level 3

 
  

(In Thousands)

 

Real estate owned

  148   0   0   148 

Impaired mortgage servicing rights

  0   0   0   0 


33



Loans – We do not record loans at fair value on a recurring basis. On a non-recurring basis, loans determined to be impaired are analyzed to determine whether a collateral shortfall exists, and if such a shortfall exists, are recorded on our consolidated statements of financial condition at net realizable value of the underlying collateral. Fair value is determined based on third party appraisals. 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 the adjustments made to appraised values necessary to estimate the fair value of impaired loans, loans that have been deemed to be impaired are considered to be Level 3 in the fair value hierarchy of valuation techniques. At March 31, 2021, loans determined to be impaired with an outstanding balance of $206,000 were carried net of specific reserves of $21,000 for a fair value of $185,000. At December 31, 2020, loans determined to be impaired with an outstanding balance of $208,000 were carried net of specific reserves of $23,000 for a fair value of $185,000. Impaired loans collateralized by assets which are valued in excess of the net investment in the loan do not require any specific reserves.

Real estate owned – On a non-recurring basis, real estate owned is recorded in our consolidated statements of financial condition 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 the real estate owned is adjusted to the 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 the adjustments made to appraised values necessary to estimate the fair value of the properties, real estate owned is considered to be Level 3 in the fair value hierarchy of valuation techniques. There were 0 writedowns during the three months ended March 31, 2021 and 2020, respectively. At March 31, 2021 and December 31, 2020, real estate owned totaled $150,000 and $322,000, respectively.


Mortgage servicing rights – The Company utilizes an independent valuation from a third party which uses a discounted cash flow model to estimate the fair value of mortgage servicing rights.  The model utilizes prepayment assumptions to project cash flows related to the mortgage servicing rights based upon the current interest rate environment, which is then discounted to estimate an expected fair value of the mortgage servicing rights. The model considers characteristics specific to the underlying mortgage portfolio, such as: contractually specified servicing fees, prepayment assumptions, delinquency rates, late charges and costs to service.  Given the significance of the unobservable inputs utilized in the estimation process, mortgage servicing rights are classified as Level 3 within the fair value hierarchy.  The Company records the mortgage servicing rights at the lower of amortized cost or fair value. At March 31, 2021 and December 31, 2020, there were $77,000, respectively, of impairment on mortgage servicing rights.


For Level 3 assets and liabilities measured at fair value on a recurring and non-recurring basis as of March 31, 2021,2022, the significant unobservable inputs used in the fair value measurements were as follows:


 
      
Significant Unobservable
Input Value
 
  
Fair Value at
March 31, 2021
 
Valuation
Technique
Significant
Unobservable
Inputs
 
Minimum
Value
  
Maximum
Value
  Weighted Average 
               
Mortgage banking derivatives, net $11,601 Pricing modelsPull through rate  18.0%  99.8%  91.4%
Impaired loans  206 Market approachDiscount rates applied to appraisals  15.0%  15.0%  15.0%
Real estate owned  150 Market approachDiscount rates applied to appraisals  34.8%  34.8%  34.8%
Mortgage servicing rights  12,972 Pricing modelsPrepayment rate  8.1%  33.7%  9.2%
         Discount rate  8.1%  12.0%  9.6%
         Cost to service $77.01  $839.34  $82.92 

         

Significant Unobservable Input Value

 
  Fair Value at   

Significant

         
  

March 31,

 

Valuation

 

Unobservable

 

Minimum

  

Maximum

  

Weighted

 
  

2022

 

Technique

 

Inputs

 

Value

  

Value

  

Average

 
   (Dollars in Thousands)                

Mortgage banking derivatives

 $5,573 

Pricing models

 

Pull through rate

  17.9%  99.9%  91.5%

Real estate owned

  148 

Market approach

 

Disount rates applied to appraisals

  34.8%  34.8%  34.8%
                    
   December 31,                
   2021                

Mortgage banking derivatives

  4,369 

Pricing models

 

Pull through rate

  26.0%  99.8%  88.2%

Real estate owned

  148 

Market approach

 

Discount rates applied to appraisals

  34.8%  34.8%  34.8%

Mortgage servicing rights

  0 

Pricing models

 

Prepayment rate

  9.8%  43.4%  11.8%
       

Discount rate

  0.0%  12.0%  10.2%
       

Cost to service

 $84.06  $839.53   108.37 

A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below.


Fair value information about financial instruments follows, whether or not recognized in the consolidated statements of financial condition, for which it is practicable to estimate that value. 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. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instrument. Certain financial instruments and all nonfinancial instruments are excluded from its disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company.


34



The carrying amounts and fair values of the Company’s financial instruments consist of the following:


 March 31, 2021  December 31, 2020 
  
Carrying
amount
  Fair Value  
Carrying
amount
  Fair Value 
  Total  Level 1  Level 2  Level 3  Total  Level 1  Level 2  Level 3 
  (In Thousands) 
Financial Assets                              
Cash and cash equivalents $198,401  $198,401  $198,401  $0  $0  $94,767  $94,767  $94,767  $0  $0 
Securities available-for-sale  162,263   162,263   0   162,263   0   159,619   159,619   0   159,619   0 
Loans held for sale  341,293   341,293   0   341,293   0   402,003   402,003   0   402,003   0 
Loans receivable  1,335,423   1,334,335   0   0   1,334,335   1,375,137   1,374,898   0   0   1,374,898 
FHLB stock  26,720   26,720   0   26,720   0   26,720   26,720   0   26,720   0 
Accrued interest receivable  4,924   4,924   4,924   0   0   4,957   4,957   4,957   0   0 
Mortgage servicing rights  8,830   12,972   0   0   12,972   5,977   7,075   0   0   7,075 
Mortgage banking derivative assets  11,601   11,601   0   0   11,601   11,057   11,057   0   0   11,057 
Interest rate swap asset  2,816   2,816   0   2,816   0   3,892   3,892   0   3,892   0 
                                         
Financial Liabilities                                        
Deposits  1,219,691   1,220,776   513,937   706,839   0   1,184,870   1,186,062   483,542   702,520   0 
Advance payments by borrowers for taxes  12,048   12,048   12,048   0   0   3,522   3,522   3,522   0   0 
Borrowings  490,505   514,121   0   514,121   0   508,074   545,107   0   545,107   0 
Accrued interest payable  1,035   1,035   1,035   0   0   1,137   1,137   1,137   0   0 
Mortgage banking derivative liabilities  0   0   0   0   0   5,140   5,140   0   0   5,140 
Interest rate swap liability  2,816   2,816   0   2,816   0   3,892   3,892   0   3,892   0 

  

March 31, 2022

  

December 31, 2021

 
  

Carrying

  

Fair Value

  

Carrying

  

Fair Value

 
  

amount

  

Total

  

Level 1

  

Level 2

  

Level 3

  

amount

  

Total

  

Level 1

  

Level 2

  

Level 3

 
  

(In Thousands)

 

Financial Assets

                                        

Cash and cash equivalents

 $278,530  $278,530  $278,530  $0  $0  $376,722  $376,722  $376,722  $0  $0 

Loans receivable

  1,207,416   1,221,756   0   0   1,221,756   1,205,785   1,210,854   0   0   1,210,854 

FHLB stock

  24,438   24,438   0   24,438   0   24,438   24,438   0   24,438   0 

Accrued interest receivable

  4,173   4,173   4,173   0   0   4,013   4,013   4,013   0   0 

Mortgage servicing rights

  2,458   3,370   0   0   3,370   1,555   1,808   0   0   1,808 
                                         

Financial Liabilities

                                        

Deposits

  1,210,448   1,210,412   618,829   591,583   0   1,233,386   1,233,478   606,723   626,755   0 

Advance payments by borrowers for taxes

  10,759   10,759   10,759   0   0   4,094   4,094   4,094   0   0 

Borrowings

  326,478   314,575   0   314,575   0   477,127   499,120   0   499,120   0 

Accrued interest payable

  857   857   857   0   0   959   959   959   0   0 

The following methods and assumptions were used by the Company in determining its fair value disclosures for financial instruments.


Cash and Cash Equivalents





Loans Held for Sale

Fair value is estimated using the prices of the Company’s existing commitments to sell such loans and/or the quoted market price for commitments to sell similar loans.

Loans Receivable


The fair value estimation process for the loan portfolio uses an exit price concept and reflects discounts the Company believes are consistent with discounts in the market place. Fair values are estimated for portfolios of loans with similar characteristics. Loans are segregated by type such as one-one- to four-family,four-family, multi-family, home equity, construction and land, commercial real estate, commercial, and other consumer. The fair value of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for similar maturities. The fair value analysis also includes other assumptions to estimate fair value, intended to approximate those a market participant would use in an orderly transaction, with adjustments for discount rates, interest rates, liquidity, and credit spreads, as appropriate.


FHLB Stock


For FHLB stock, the carrying amount is the amount at which shares can be redeemed with the FHLB and is a reasonable estimate of fair value.


Deposits and Advance Payments by Borrowers for Taxes


The fair values for interest-bearing and noninterest-bearing negotiable order of withdrawal accounts, savings accounts, and money market accounts are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). The fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates of similar remaining maturities to a schedule of aggregated expected monthly maturities of the outstanding certificates of deposit. The advance payments by borrowers for taxes are equal to their carrying amounts at the reporting date.


Borrowings


Fair values for borrowings are estimated using a discounted cash flow calculation that applies current interest rates to estimated future cash flows of the borrowings.


Accrued Interest Payable and Accrued Interest Receivable


For accrued interest payable and accrued interest receivable, the carrying amount is a reasonable estimate of fair value.


Commitments to Extend Credit and Standby Letters of Credit


Commitments to extend credit and standby letters of credit are generally not marketable. Furthermore, interest rates on any amounts drawn under such commitments would be generally established at market rates at the time of the draw. Fair values for the Company’s commitments to extend credit and standby letters of credit are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements, the counterparty’s credit standing, and discounted cash flow analyses. The fair value of the Company’s commitments to extend credit was not material at March 31, 20212022 and December 31, 2020.2021.

36


Mortgage Banking Derivative Assets and Liabilities






Note 14 13 Segment Reporting


Selected financial and descriptive information is required to be provided about reportable operating segments, considering a "management approach" concept as the basis for identifying reportable segments. The management approach is based on the way that management organizes the segments within the enterprise for making operating decisions, allocating resources, and assessing performance. Consequently, the segments are evident from the structure of the enterprise's internal organization, focusing on financial information that an enterprise's chief operating decision-makers use to make decisions about the enterprise's operating matters.


The Company has determined that it has 2 reportable segments: community banking and mortgage banking. The Company's operating segments are presented based on its management structure and management accounting practices. The structure and practices are specific to the Company and therefore, the financial results of the Company's business segments are not necessarily comparable with similar information for other financial institutions.


Community Banking


The community banking segment provides consumer and business banking products and services to customers primarily within Southeastern Wisconsin.  Within this segment, the following products and services are provided:  (1)(1) lending solutions such as residential mortgages, home equity loans and lines of credit, personal and installment loans, real estate financing, business loans, and business lines of credit; (2)(2) deposit and transactional solutions such as checking, credit, debit and pre-paid cards, online banking and bill pay, and money transfer services; (3)(3) investable funds solutions such as savings, money market deposit accounts, IRA accounts, certificates of deposit, and (4)(4) fixed and variable annuities, insurance as well as trust and investment management accounts.


Consumer products include loan and deposit products: mortgage, home equity loans and lines, personal term loans, demand deposit accounts, interest bearing transaction accounts and time deposits. Consumer products also include personal investment services. Business banking products include secured and unsecured lines and term loans for working capital, inventory and general corporate use, commercial real estate construction loans, demand deposit accounts, interest bearing transaction accounts and time deposits.


Mortgage Banking


The mortgage banking segment provides residential mortgage loans for the primary purpose of sale on the secondary market. Mortgage banking products and services are provided by offices in 2123 states with the ability to lend in 48 states.

37


Presented below is the segment information:


  As of or for the three months ended March 31, 2021 
  
Community
Banking
  
Mortgage
Banking
  
Holding Company and
Other
  Consolidated 
  (In Thousands) 
             
Net interest income $14,247   (350)  55   13,952 
Provision (credit) for loan losses  (1,100)  30   0   (1,070)
Net interest income after provision (credit) for loan losses  15,347   (380)  55   15,022 
                 
Noninterest income  1,243   55,035   (79)  56,199 
                 
Noninterest expenses:                
Compensation, payroll taxes, and other employee benefits  4,975   29,262   (114)  34,123 
Occupancy, office furniture and equipment  1,025   1,540   0   2,565 
Advertising  209   615   0   824 
Data processing  511   454   6   971 
Communications  119   212   0   331 
Professional fees  194   (524)  15   (315)
Real estate owned  (12)  0   0   (12)
Loan processing expense  0   1,335   0   1,335 
Other  440   2,681   57   3,178 
Total noninterest expenses  7,461   35,575   (36)  43,000 
Income  before income taxes  9,129   19,080   12   28,221 
Income tax expense (benefit)  1,786   5,096   (5)  6,877 
Net income $7,343   13,984   17   21,344 
                 
Total assets $2,132,366   411,750   (346,105)  2,198,011 

  

As of or for the three months ended March 31, 2022

 
          

Holding

     
  

Community

  

Mortgage

  

Company and

     
  

Banking

  

Banking

  

Other

  

Consolidated

 
  

(In Thousands)

 
                 

Net interest income

 $11,652  $183  $29  $11,864 

Provision (credit) for credit losses

  (140)  64   0   (76)

Net interest income after provision for credit losses

  11,792   119   29   11,940 
                 

Noninterest income:

  1,432   28,604   (218)  29,818 
                 

Noninterest expenses:

                

Compensation, payroll taxes, and other employee benefits

  5,212   20,438   (115)  25,535 

Occupancy, office furniture and equipment

  937   1,251   0   2,188 

Advertising

  227   678   0   905 

Data processing

  608   588   6   1,202 

Communications

  94   246   0   340 

Professional fees

  114   338   9   461 

Real estate owned

  5   0   0   5 

Loan processing expense

  0   1,431   0   1,431 

Other

  600   2,309   (41)  2,868 

Total noninterest expenses

  7,797   27,279   (141)  34,935 

Income (loss) before income taxes (benefit)

  5,427   1,444   (48)  6,823 

Income tax expense (benefit)

  1,167   377   (12)  1,532 

Net income (loss)

 $4,260  $1,067  $(36) $5,291 
                 

Total Assets

 $1,950,664  $227,550  $(173,600) $2,004,614 

  

As of or for the three months ended March 31, 2021

 
          

Holding

     
  

Community

  

Mortgage

  

Company and

     
  

Banking

  

Banking

  

Other

  

Consolidated

 
  

(In Thousands)

 
                 

Net interest income (expense)

 $14,247  $(350) $55  $13,952 

Provision (credit) for loan losses

  (1,100)  30   0   (1,070)

Net interest income (expense) after provision for loan losses

  15,347   (380)  55   15,022 
                 

Noninterest income:

  1,243   55,035   (79)  56,199 
                 

Noninterest expenses:

                

Compensation, payroll taxes, and other employee benefits

  4,975   29,262   (114)  34,123 

Occupancy, office furniture and equipment

  1,025   1,540   0   2,565 

Advertising

  209   615   0   824 

Data processing

  511   454   6   971 

Communications

  119   212   0   331 

Professional fees

  194   (524)  15   (315)

Real estate owned

  (12)  0   0   (12)

Loan processing expense

  0   1,335   0   1,335 

Other

  440   2,681   57   3,178 

Total noninterest expenses

  7,461   35,575   (36)  43,000 

Income before income taxes

  9,129   19,080   12   28,221 

Income tax expense (benefit)

  1,786   5,096   (5)  6,877 

Net income

 $7,343  $13,984  $17  $21,344 
                 

Total Assets

 $2,123,366  $411,750  $(346,105) $2,189,011 


38



  As of or for the three months ended March 31, 2020 
  
Community
Banking
  
Mortgage
Banking
  
Holding Company and
Other
  Consolidated 
  (In Thousands) 
             
Net interest income $12,908   (379)  (3)  12,526 
Provision for loan losses  750   35   0   785 
Net interest income after provision for loan losses  12,158   (414)  (3)  11,741 
                 
Noninterest income  1,028   30,798   (362)  31,464 
                 
Noninterest expenses:                
Compensation, payroll taxes, and other employee benefits  5,168   19,387   (154)  24,401 
Occupancy, office furniture and equipment  1,014   1,727   0   2,741 
Advertising  248   652   0   900 
Data processing  605   395   6   1,006 
Communications  97   241   0   338 
Professional fees  198   1,620   14   1,832 
Real estate owned  11   0   0   11 
Loan processing expense  0   1,076   0   1,076 
Other  580   2,552   (229)  2,903 
Total noninterest expenses  7,921   27,650   (363)  35,208 
Income (loss) before income taxes  5,265   2,734   (2)  7,997 
Income tax expense  1,154   768   6   1,928 
Net income (loss) $4,111   1,966   (8)  6,069 
                 
Total assets $2,018,092   311,570   (272,986)  2,056,676 
Note 15 – Leases


At March 31, 2021, the Company had lease liabilities totaling $7.5 million and right-of-use assets totaling $7.1 million related to these leases. Lease liabilities and right-of-use assets are reflected in other liabilities and other assets, respectively, on the consolidated statements of financial condition.

The cost components of our operating leases were as follows for the three months ended March 31, 2021 and March 31, 2020:

 Three months ended March 31, 2021  Three months ended March 31, 2020 
  (In Thousands) 
Operating lease cost $770  $824 
Variable cost  117   109 
Short-term lease cost  151   193 
Total $1,038  $1,126 

At March 31, 2021, the Company had leases that had not yet commenced, but will create approximately $13,000 of additional lease liabilities and right-of-use assets for the Company in the second quarter of 2021.



The table below summarizes other information related to our operating leases:

 Three months ended March 31, 2021 
  (Dollars in Thousands) 
Cash paid for amounts included in the measurement of lease liabilities   
Operating cash flows from operating leases $859 
Initial recognition of right of use asset  602 
Initial recognition of lease liabilities  602 
Weighted average remaining lease term - operating leases, in years  3.4 
Weighted average discount rate - operating leases  5.2%

As of March 31, 2021, lease liability information for the Company is summarized in the following table.

Maturity analysis Operating leases 
  (In Thousands) 
One year or less $2,742 
More than one year through two years  2,128 
More than two years through three years  1,484 
More than three years through four years  804 
More than four years through five years  452 
More than five years  874 
Total lease payments  8,484 
Present value discount  (952)
Lease liability $7,532 







Item 2.ManagementManagement’ss Discussion and Analysis of Financial Condition and Results of Operations


Forward-Looking Information


This Quarterly Report on Form 10-Q may contain various forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect” and similar expressions and verbs in the future tense. 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 portfolio; and

Estimates of our risks and future costs and benefits.



These forward-looking statements are based on current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change.


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 area, including employment prospects, that are different than expected;

the effects of any pandemic, including COVID-19, and related government actions;

 the effect of any pandemic; including COVID-19;

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 the origination levels in our lending business, or increase the level of defaults, losses or prepayments on loans we have made and make whether held in portfolio or sold in the secondary markets;

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;

changes in monetary or fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board;

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

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

our ability to successfully integrate acquired entities;

decreased demand for our products and services;

changes in tax policies or assessment policies;

the inability of third-party providers to perform their obligations to us;

changes in consumer demand, 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;

cyber attacks, computer viruses and other technological risks that may breach the security of our websites or other systems to obtain unauthorized access to confidential information and destroy data or disable our systems;

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

the ability of third-party providers to perform their obligations to us;

the effects of any federal government shutdown;

the effects of gobal or national war, conflict or acts of terrorism;
 

the ability of the U.S. Government to manage federal debt limits;

significant increases in our loan losses; and

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


39



See also the factors referred to in reports filed by the Company with the Securities and Exchange Commission (particularly those under the caption “Risk Factors” in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020)2021).



The risks included here are not exhaustive. Other sections of this report may include additional factors which could adversely affect our business and financial performance. New risks emerge from time to time and it is not possible for management to predict all such risks, nor can it assess the impact of all such risks on our business or the extent to which any risk, or combination of risks, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.



Overview


The following discussion and analysis is presented to assist the reader in understanding and evaluating the Company’s financial condition and results of operations. It is intended to complement the unaudited consolidated financial statements, footnotes, and supplemental financial data appearing elsewhere in this Quarterly Report on Form 10-Q and should be read in conjunction therewith. The detailed discussion in the sections below focuses on the results of operations for the three months ended March 31, 20212022 and 20202021 and the financial condition as of March 31, 20212022 compared to the financial condition as of December 31, 2020.

2021.

As described in the notes to the unaudited consolidated financial statements, we have two reportable segments: community banking and mortgage banking. The community banking segment provides consumer and business banking products and services to customers primarily within Southeastern Wisconsin. Consumer products include loan products, deposit products, and personal investment services. Business banking products include loans for working capital, inventory and general corporate use, commercial real estate construction loans, and deposit accounts.  The mortgage banking segment, which is conducted by offices in 2123 states through Waterstone Mortgage Corporation, consists of originating residential mortgage loans primarily for sale in the secondary market.


Our community banking segment generates the significant majority of our consolidated net interest income and requires the significant majority of our provision for loan losses. Our mortgage banking segment generates the significant majority of our noninterest income and a majority of our noninterest expenses. We have provided below a discussion of the material results of operations for each segment on a separate basis for the three months ended March 31, 20212022 and 2020,2021, which focuses on noninterest income and noninterest expenses. We have also provided a discussion of the consolidated operations of the Company, which includes the consolidated operations of the Bank and Waterstone Mortgage Corporation, for the same periods.

Significant Items


Earnings comparisons

There were no significant items that impacted earnings for the three months ended March 31, 20212022 and 2020 were impacted by the significant items summarized below.


2021. 

COVID-19 and the CARES Act


The COVID-19 pandemic has caused economic and social disruption on an unprecedented scale. While some industries have been impacted more severely than others, all businesses have been impacted to some degree. This disruption has resulted inConditions have appeared to improve and our businesses remain fully operational. We continue to monitor the shuttering of businesses across the country, significant job loss,degree and aggressive measures by the federal government.

In March 2020, the Coronavirus Aid, Relief and Economic Security (“CARES”) Act was signed into law as a $2 trillion legislative package. The goalseverity of the CARES Act ispandemic and will react 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 March 2021, the American Rescue Plan Actfuture changes in current environment.

40


The CARES Act allowed for a temporary delay in the adoption of accounting guidance under Accounting Standards Codification Topic 326, “Financial Instruments – Credit Losses (“CECL”) until the earlier of December 31, 2020 or after the end of the COVID-19 national emergency.  During the quarter ended March 31, 2020, pursuant to the CARES Act and guidance from the Securities and Exchange Commission (“SEC”) and Financial Accounting Standards Board (“FASB”), we elected to delay adoption of CECL. On December 27, 2020, the Consolidated Appropriations Act, 2021 was signed into law. Among other provisions, this Act extended the temporary delay on the adoption of CECL until January 1, 2022. The financial statements included in this Quarterly Report on Form 10-Q include an allowance for loan losses that was prepared under the existing incurred loss methodology.
Under the CARES Act, loans less than 30 days past due as of December 31, 2019 and COVID-19 modifications are considered current. A financial institution suspended the requirements under accounting principles generally accepted in the United States (US GAAP) for loan modifications related to COVID-19 that would otherwise be categorized as a troubled debt restructuring (“TDR”).  This includes a suspension of the requirement to determine impairment of these modifications for accounting purposes.  In keeping with regulatory guidance to work with borrowers during this unprecedented situation, the Company has executed a payment deferral program for our lending clients that are adversely affected by the pandemic.  As of March 31, 2021, the Company had two modified loans totaling $910,000 consisting of principal deferrals or principal and interest deferrals.  These short-term deferrals are not considered troubled debt restructurings.
The CARES Act authorized the Small Business Administration (“SBA”) to temporarily guarantee loans under a new loan program call the Paycheck Protection Program (“PPP”).  As a qualified SBA lender, we were automatically authorized to originate PPP loans.  The Company is actively participating in assisting our customers with applications for resources through the program.  PPP loans have: (a) an interest rate of 1.0%, (b) a five-year loan term to maturity for loans made on or after June 5, 2020 (loans made prior to June 5, 2020 have a two-year term, however borrowers and lenders may mutually agree to extend the maturity for such loans to five years); and (c) principal and interest payments deferred for six months from the date of disbursement.  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 March 31, 2021, we have funded 419 loans totaling $43.2 million.  During the three months ended March 31, 2021, the Company originated a total of $13.1 million in PPP loans for customers and recognized $354,000 in fees received from the SBA. As of March 31, 2021, we have PPP loans outstanding totaling $19.4 million.

Our fee income could be reduced due to COVID-19.  In keeping with guidance from regulators, we are working with COVID-19 affected customers to waive fees from a variety of sources, such as, but not limited to, insufficient funds and overdraft fees, ATM fees, account maintenance fees, etc.  These reductions in fees are thought, at this time, to be temporary in conjunction with the length of the expected COVID-19 related economic crisis.  At this time, we are unable to project the materiality of such an impact, but recognize the breadth of the economic impact is likely to impact our fee income in future periods.
Our interest income could be reduced due to COVID-19.  In keeping with guidance from regulators, we are actively working with COVID-19 affected borrowers to defer their payments, interest, and fees.  While interest and fees will still accrue to income, through normal GAAP accounting, should eventual credit losses on these deferred payments emerge, interest income and fees accrued would need to be reversed.  In such a scenario, interest income in future periods could be negatively impacted.  At this time, we are unable to project the materiality of such an impact, but recognize the breadth of the economic impact may affect our borrowers’ ability to repay in future periods.

Capital and liquidity

As of March 31, 2021, all of our capital ratios, and our subsidiary bank’s capital ratios, were in excess of all regulatory requirements.  While we believe that we have sufficient capital to withstand an extended economic recession brought about by COVID-19, our reported and regulatory capital ratios could be adversely impacted by further credit losses.  
We maintain access to multiple sources of liquidity.  Wholesale funding markets have remained open to us, but rates for short term funding have recently been volatile.  If funding costs are elevated for an extended period of time, it could have an adverse effect on our net interest margin.  If an extended recession caused large numbers of our deposit customers to withdraw their funds, we might become more reliant on volatile or more expensive sources of funding.





Comparison of Community Banking Segment Results of Operations for the Three Months Ended March 31, 20212022 and 2020


2021

Net income totaled $4.3 million for the three months ended March 31, 2022 compared to $7.3 million for the three months ended March 31, 2021 compared2021. Net interest income decreased $2.6 million to $4.1$11.7 million for the three months ended March 31, 2020. Net interest income increased $1.3 million2022 compared to $14.2 million for the three months ended March 31, 2021 compared2021.  Interest income on loans decreased as replacement rates and average balances were lower than in the prior year. Offsetting the decrease in interest income on loans, interest expense on deposits decreased as replacement rates decreased and interest income on mortgage-related securities increased due to $12.9 millionthe increase in the average balance.

There was a provision for credit losses - loans of $16,000 for the three months ended March 31, 2020.  Interest expense decreased as funding rates decreased.  Offsetting the decrease in interest expense, interest income on loans, mortgage-related securities, and other interest-earning asset categories decreased as replacement rates were lower than in the prior year.


The Company delayed adoption of ASC Topic 326 as permited under the CARES Act. The Company calculated the current quarter allowance using the incurred loss model. There was a negative provision for loan losses of $1.1 million for the three months ended March 31, 20212022 compared to a $750,000$1.1 million negative provision for loan losses for the three months ended March 31, 2020.2021. During the three months ended March 31, 2021,2022, we made adjustments to our forecast factor to reflect the current economic forecast, and qualitative factors, primarily to account for the improvementchanges in certain economic factors along withinternal metrics and external risk factors.  There was a decrease in loan balance.

negative provision for credit losses - unfunded commitments of $157,000 for the three months ended March 31, 2022

Total noninterest income increased $215,000$189,000 due primarily to loan fees primarily due to loan prepayment fees. Cash surrender value ofan increase in a gain from death benefit received on one bank owned life insurance decreased aspolicy during the balance decreased year over year as a resultthree months ended March 31, 2022

41

Compensation, payroll taxes, and other employee benefits expense decreased $193,000increased $237,000 to $5.0$5.2 million primarily due primarily to an decreaseincrease in health insurance expense. Occupancy, office furnitureexpense and equipmentEmployee Stock Ownership Plan expense as the average stock price increased slighty due primarilycompared to increased snow removal expense. Advertising expense decreased primarily due to promotions for the new branch opening during the three months endedquarter ending March 31, 2020. Data processing expense decreased $94,000 due to the implementation of a new digital banking platform in 2020.2021. Other noninterest expense decreased $140,000$160,000 as certain loanloan-related expenses decreased offset by a decrease of credits received for FDIC premiums in 2020 but not in 2021.


decreased.

Comparison of Mortgage Banking Segment Results of Operations for the Three Months Ended March 31, 20212022 and 2020


2021

Net income totaled $1.1 million for the three months ended March 31, 2022 compared to $14.0 million for the three months ended March 31, 2021 compared to $2.0 million for the three months ended March 31, 2020.2021. We originated $1.12 billion$708.5 million in mortgage loans held for sale (including sales to the community banking segment) during the three months ended March 31, 2021,2022, which represents an increasea decrease of $406.3$406.6 million, or 57.3%36.5%, from the $708.8 million$1.12 billion originated during the three months ended March 31, 2020.2021. The increasedecrease in loan production volume was driven by a $264.8$328.7 million, or 117.9%67.1%, increasedecrease in refinance products as mortgage rates decreased.have increased. Mortgage purchase products increased $141.4decreased $77.9 million, or 29.2%12.5%, due to inventory constraints in the high demand for single family homes and fixed-rate mortgages.market. Total mortgage banking noninterest income increased $24.2decreased $26.4 million, or 78.7%48.0%, to $28.6 million during the three months ended March 31, 2022 compared to $55.0 million during the three months ended March 31, 2021 compared to $30.8 million during the three months ended March 31, 2020.2021.  The increasedecrease in mortgage banking noninterest income was related to a 57.3% increase36.5% decrease in volume and a 19.2% increase17.6% decrease in gross margin on loans originated and sold for the three months ended March 31, 20212022 compared to March 31, 2020.2021.  Gross margin on loans originated and sold is the ratio of mortgage banking income (excluding the change in interest rate lock fair value) divided by total loan originations. The gross margin on loans originated and sold expansioncontraction reflects increaseddecreased industry demand due to the current low rate environment.increased competition from mortgage orginators. We sell loans on both a servicing-released and a servicing-retained basis.  Waterstone Mortgage Corporation has contracted with a third party to service the loans for which we retain servicing.


Additionally, our overall margin can be affected by the mix of both loan type (conventional loans versus governmental) and loan purpose (purchase versus refinance).  Conventional loans include loans that conform to Fannie Mae and Freddie Mac standards, whereas governmental loans are those loans guaranteed by the federal government, such as a Federal Housing Authority or U.S. Department of Agriculture loan.  Loans originated for the purchase of a residential property, which generally yield a higher margin than loans originated for refinancing existing loans, comprised 77.3% of total originations during the three months ended March 31, 2022, compared to 56.1% of total originations during the three months ended March 31, 2021, compared to 68.3% of total originations during the three months ended March 31, 2020, respectively, as refinance demand accelerated fromdecelerated due to an increase in interest rates over the low rate environment.past year.  The mix of loan type trended towards more conventionalgovernmental loans and less governmental loans; with conventional loans, andwith governmental loans and conventional loans comprising 79.0%24.5% and 21.0%75.5% of all loan originations, respectively, during the three months ended March 31, 2021,2022, compared to 71.3%21.0% and 28.7%79.0% of all loan originations, respectively, during the three months ended March 31, 2020.


2021.

Total compensation, payroll taxes and other employee benefits increased $9.9decreased $8.8 million, or 50.9%30.2%, to $20.4 million for the three months ended March 31, 2022 compared to $29.3 million for the three months ended March 31, 2021 compared to $19.4 million for the three months ended March 31, 2020.2021.  The increasedecrease in compensation expense was primarily a result of the increase inrelated to decreased commission expense bonus, and incentives due to record originations. In addition, branch manager pay increasedcompensation driven by decreased loan origination volume and branch profitability as branches were more profitable.gross margins decreased. Professional fees decreased $2.1 millionincreased $862,000 to $338,000 during the quarter ended March 31, 2022 compared to $524,000 of income during the quarter ended March 31, 2021 compared2021. The increase related to $1.6 million of expensea countersuit settlement received during the quarter ended March 31, 2020.2021. Other noninterest expense decreased $372,000 to $2.3 million during the quarter ended March 31, 2022 compared to $2.7 million during the quarter ended March 31, 2021. The decrease related to receiving a legal settlement and lower litigation costs compareddecrease in the amortization expense on mortgage servicing rights due to the prior year as the Herrington settlement was resolved. Occupancy, office furniture, and equipment decreased due to lower rent and depreciation expenses. Loan processing expenses increased due primarily to increased application and funding volumes as interest rates remain low. Other noninterest expense increased primarily due to amortizationbulk sale of mortgage servicing rights as the size of the servicing portfolio has increased in 2021 compared to 2020.





during 2021. 

Consolidated Waterstone Financial, Inc. Results of Operations


 Three months ended March 31, 
  2021  2020 
  (Dollars in Thousands, except per share amounts) 
       
Net income $21,344   6,069 
Earnings per share - basic  0.90   0.24 
Earnings per share - diluted  0.89   0.24 
Annualized return on average assets  3.99%  1.21%
Annualized return on average equity  20.49%  6.24%
         

  

Three months ended March 31,

 
  

2022

  

2021

 
  

(Dollars In Thousands, except per share amounts)

 
         

Net income

 $5,291  $21,344 

Earnings per share - basic

  0.23   0.90 

Earnings per share - diluted

  0.23   0.89 

Annualized return on average assets

  1.00%  3.99%

Annualized return on average equity

  5.00%  20.49%


42



Net Interest Income


Average Balance Sheets, Interest and Yields/Costs

The following tables settable sets forth average balance sheets, annualized average yields and costs, and certain other information for the periods indicated. Non-accrual loans are included in the computation of the average balances of loans receivable and held for sale. The yields set forth below include the effect of deferred fees, discounts and premiums that are amortized or accreted to interest income or expense. Yields on interest-earning assets are computed on a fully tax-equivalent yield, where applicable.

 Three months ended March 31, 
  2021  2020 
  Average Balance  Interest  Yield/Cost  Average Balance  Interest  Yield/Cost 
  (Dollars in Thousands) 
Assets                  
Interest-earning assets:                  
Loans receivable and held for sale (1) $$1,657,260  $$16,603   4.06% $$1,562,097  $$17,687   4.55%
Mortgage related securities (2)  90,457   491   2.20%  112,089   702   2.52%
Debt securities, federal funds sold and short-term investments (2)(3)  273,929   948   1.40%  206,485   1,134   2.21%
Total interest-earning assets  2,021,646   18,042   3.62%  1,880,671   19,523   4.18%
                         
Noninterest-earning assets  147,781           132,283         
Total assets $$2,169,427          $$2,012,954         
                         
Liabilities and equity                        
Interest-bearing liabilities:                        
Demand accounts $$55,552   10   0.07% $$39,886   8   0.08%
Money market, savings, and escrow accounts  314,418   247   0.32%  218,942   427   0.78%
Time deposits  705,712   1,260   0.72%  734,147   3,883   2.13%
Total interest-bearing deposits ��1,075,682   1,517   0.57%  992,975   4,318   1.75%
Borrowings  482,665   2,500   2.10%  495,595   2,608   2.12%
Total interest-bearing liabilities  1,558,347   4,017   1.05%  1,488,570   6,926   1.87%
                         
Noninterest-bearing liabilities                        
Noninterest-bearing deposits  138,446           92,627         
Other noninterest-bearing liabilities  50,188           40,609         
Total noninterest-bearing liabilities  188,634           133,236         
Total liabilities  1,746,981           1,621,806         
Equity  422,446           391,148         
Total liabilities and equity $$2,169,427          $$2,012,954         
                         
Net interest income / Net interest rate spread (4)      14,025   2.57%      12,597   2.31%
Less: taxable equivalent adjustment      73   0.02%      71   0.02%
Net interest income / Net interest rate spread, as reported     $$13,952   2.55%     $$12,526   2.29%
Net interest-earning assets (5) $$463,299          $$392,101         
Net interest margin (6)
          
2.80
%
          2.68%
Tax equivalent effect          0.01%          0.01%
Net interest margin on a fully tax equivalent basis (6)          2.81%          2.69%
Average interest-earning assets to average interest-bearing liabilities          129.73%          126.34%

  

Three months ended March 31,

 
  

2022

  

2021

 
  

Average Balance

  

Interest

  

Yield/Cost

  

Average Balance

  

Interest

  

Yield/Cost

 
  

(Dollars in Thousands)

 

Assets

                        

Interest-earning assets:

                        

Loans receivable and held for sale(1)

 $1,361,839  $13,500   4.02% $1,657,260  $16,603   4.06%

Mortgage related securities(2)

  138,863   602   1.76%  90,457   491   2.20%

Debt securities, federal funds sold and short-term investments(2)

  519,116   987   0.77%  273,929   948   1.40%

Total interest-earning assets

  2,019,818   15,089   3.03%  2,021,646   18,042   3.62%
                         

Noninterest-earning assets

  128,813           147,781         

Total assets

 $2,148,631          $2,169,427         
                         

Liabilities and equity

                        

Interest-bearing liabilities:

                        

Demand accounts

 $69,736   14   0.08% $55,552   10   0.07%

Money market and savings accounts

  404,413   210   0.21%  314,418   247   0.32%

Time deposits

  610,681   555   0.37%  705,712   1,260   0.72%

Total interest-bearing deposits

  1,084,830   779   0.29%  1,075,682   1,517   0.57%

Borrowings

  440,252   2,387   2.20%  482,665   2,500   2.10%

Total interest-bearing liabilities

  1,525,082   3,166   0.84%  1,558,347   4,017   1.05%
                         

Noninterest-bearing liabilities

                        

Non interest-bearing deposits

  152,900           138,446         

Other noninterest-bearing liabilities

  41,232           50,188         

Total noninterest-bearing liabilities

  194,132           188,634         

Total liabilities

  1,719,214           1,746,981         

Equity

  429,417           422,446         

Total liabilities and equity

 $2,148,631          $2,169,427         
                         

Net interest income / Net interest rate spread (3)

      11,923   2.19%      14,025   2.57%

Less: taxable equivalent adjustment

      59   0.01%      73   0.02%

Net interest income, as reported

     $11,864   2.18%     $13,952   2.55%

Net interest-earning assets (4)

 $494,736          $463,299         

Net interest margin (5)

          2.38%          2.80%

Tax equivalent effect

          0.01%          0.01%

Net interest margin on a fully tax equivalent basis

          2.39%          2.81%

Average interest-earning assets to average interest-bearing liabilities

          132.44%          129.73%

__________

(1) Interest income includes net deferred loan fee amortization income of $604,000 and $171,000 for the three months ended March 31, 2021 and 2020, respectively.
(2)

(1)

Interest income includes net deferred loan fee amortization income of $195,000 and $604,000 for the three months ended March 31, 2022 and 2021, respectively.

(2)

Average balance of mortgage related and debt securities are based on amortized historical cost.

(3)

Interest income from tax-exempt securities is computed on a taxable equivalent basis using a tax rate of 21% for the three months ended March 31, 2022 and 2021. The yields on debt securities, federal funds sold and short-term investments before tax-equivalent adjustments were 0.72% and 1.30% for the three months ended March 31, 2022 and 2021, respectively.

(4)

Net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities and is presented on a fully tax equivalent basis.

(5)

Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.

(6)

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

43



Rate/Volume Analysis


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


 Three months ended March 31, 
  2021 versus 2020 
  Increase (Decrease) due to 
  Volume  Rate  Net 
  (In Thousands) 
Interest income:         
Loans receivable and held for sale (1)(2) $1,412  $(2,496) $(1,084)
Mortgage related securities (3)  (127)  (84)  (211)
Debt securities, federal funds sold and short-term investments (3)(4)  1,523   (1,709)  (186)
Total interest-earning assets  2,808   (4,289)  (1,481)
             
Interest expense:            
Demand accounts  3   (1)  2 
Money market, savings, and escrow accounts  511   (691)  (180)
Time deposits  (145)  (2,478)  (2,623)
Total interest-earning deposits  369   (3,170)  (2,801)
Borrowings  (79)  (29)  (108)
Total interest-bearing liabilities  290   (3,199)  (2,909)
Net change in net interest income $2,518  $(1,090) $1,428 

  

Three months ended March 31,

 
  

2022 versus 2021

 
  

Increase (Decrease) due to

 
  

Volume

  

Rate

  

Net

 
  

(In Thousands)

 

Interest income:

            

Loans receivable and held for sale(1) (2)

 $(2,940) $(163) $(3,103)

Mortgage related securities(3)

  177   (66)  111 

Other earning assets(3)

  78   (39)  39 

Total interest-earning assets

  (2,685)  (268)  (2,953)
             

Interest expense:

            

Demand accounts

  3   1   4 

Money market and savings accounts

  184   (221)  (37)

Time deposits

  (153)  (552)  (705)

Total interest-bearing deposits

  34   (772)  (738)

Borrowings

  (247)  134   (113)

Total interest-bearing liabilities

  (213)  (638)  (851)

Net change in net interest income

 $(2,472) $370  $(2,102)

______________

(1)  

(1)

Interest income includes net deferred loan fee amortization income of $195,000 and $604,000 for the three months ended March 31, 2022 and 2021, respectively.

(2)

Non-accrual loans have been included in average loans receivable balance.

(3)

Includes available for sale securities. Average balance of available for sale securities is based on amortized historical cost.

(4)

Interest income from tax exempt securities is computed on a taxable equivalent basis using a tax rate of 21% for the three months ended March 31, 2022 and March 31, 2021.

Net interest income includes net deferred loan fee amortization income of $604,000 and $171,000 fordecreased $2.1 million, or 15.0%, to $11.9 million during the three months ended March 31, 2021 and 2020, respectively.

(2)   Non-accrual loans have been included in average loans receivable balance.
(3)   Includes available for sale securities. Average balance of available for sale securities is based on amortized historical cost.
(4)Interest income from tax exempt securities is computed on a taxable equivalent basis using a tax rate of 21% for the three months ended March 31, 2021 and March 31, 2020.


Net interest income increased $1.4 million, or 11.4%,2022 compared to $14.0 million during the three months ended March 31, 2021 compared to $12.5 million during the three months ended March 31, 2020.

2021.

 

Interest income on loans decreased $1.1$3.1 million due primarily to a 49$295.4 million, or 17.8%, decrease in average loans as payoffs continue to outpace originations as interest rates are increasing and a four basis point decrease in average yield on loans as London Interbank Offered Rate (LIBOR) and U.S. Treasury rateshigher rate loans continued to decrease, partially offset by an increase of $95.2 million, or 6.1%, in average loans.refinance over the past year. The increasedecrease in average loan balance was driven by an increasedecrease of $141.6$142.2 million, or 84.0%10.6%, in the average balance of loans held for sale partially offset byin portfolio along with a $46.5$153.2 million, or 3.3%49.4%, decrease in the average balance of loans held in portfolio.for sale.

Interest income from mortgage-related securities decreased $211,000 as the yield decreased 32 basis points and the average balance decreased $21.6 million.
Interest income from other interest-earning assets (comprised of debt securities, federal funds sold and short-term investments) decreased $188,000 due to a 77 basis point decrease in the average yield. The decrease in average yield was primarily due to higher yielding securities maturing.  The average balance increased $67.4 million to $273.9 million due to higher cash balances offset by lower municipal securities balances.  The increase in average cash balances resulted fron the growth in deposits outpacing loan growth.

Interest expense on time deposits decreased $2.6 million,$705,000, or 67.6%56.0%, primarily due to a 14135 basis point decrease in average cost of time deposits. Additionally, the average balance of time deposits decreased $28.4$95.0 million compared to the prior year period.

Interest expense on money market, savings, and escrow accounts decreased $180,000,$37,000, or 42.2%15.0%, due primarily to a 4611 basis point decrease in average cost of money market, savings, and escrow accounts. Partially offsetting the decrease in average cost, the average balance increased $95.5$90.0 million. Money market accounts continue to be a focus and the Company agressively marketed new and existing customers through various new offerings.

Interest expense on borrowings decreased $108,000,$113,000, or 4.1%4.5%, due to a $42.4 million decrease in the average balance of borrowings during the three months ended March 31, 2022 compared to the three months ended March 31, 2021 as $155.0 million in long-term FHLB borrowings were paid off during the three months ended March 31, 2022. Offsetting the decrease in average balance, the cost of borrowings of twoincreased 10 basis points to 2.20% during the three months ended March 31, 2022, compared to 2.10% during the three months ended March 31, 2021 compared to 2.12% duringas the three months ended March 31, 2020. Additionally,short-term repurchase rates increased with the average borrowing volume decreased $12.9 million to $482.7 million during the three months ended March 31, 2021, compared to $495.6 million during the three months ended March 31, 2020. The decrease was primarily due to the increase in average deposits.federal funds rate hike.  



44




Provision for LoanCredit Losses


The Company delayed adoption ofadopted ASC Topic 326 as permited under the CARES Act and subsequently under the Consolidated Appropriations Act.of January 1, 2022. The Company calculated the current quarter allowance using the incurred loss model. The negativeCECL model on January 1, 2022, which resulted in an opening balance adjustment of $430,000 to increase the allowance for credit losses. Additionally, there was a $1.4 million opening balance adjustment to record an allowance for credit losses on unfunded loan commitments, which is presented in Other Liabilities on the Consolidated Statements of Financial Condition. Net of tax impact, the adoption of the CECL model resulted in a $1.4 million reduction to retained earnings.

There was a provision for loancredit losses was $1.1 million- loans of $81,000 for the three months ended March 31, 20212022 compared to $750,000 ofa $1.1 million negative provision for loan losses for the three months ended March 31, 2020.2021. During the three months ended March 31, 2021,2022, we made adjustments to our forecast factor to reflect the current economic forecast, and qualitative factors, primarily to account for the improvementchanges in certain economic factors along with a decrease in loan balance.  We hadinternal metrics and external risk factors.There was a negative provision for loancredit losses - unfunded commitments of $1.1 million at the community banking segment and a provision for loan losses of $30,000 for the mortgage banking segment. Net recoveries were $27,000$157,000 for the three months ended March 31, 2021.


2022

The provision is primarily a function of the Company's reserving methodology and assessments of certain quantitative and qualitative factors which are used to determine an appropriate allowance for loancredit losses for the period.  See further discussion regarding the allowance for loan losses in the "Asset Quality" section for an analysis of charge-offs, nonperforming assets, specific reserves and additional provisions and the "Allowance for LoanCredit Loss" section.


Noninterest Income

 Three months ended March 31, 
  2021  2020  $ Change  % Change 
  (Dollars in Thousands) 
             
Service charges on loans and deposits $690  $481  $209   43.5%
Increase in cash surrender value of life insurance  301   353   (52)  (14.7)%
Mortgage banking income  54,391   30,406   23,985   78.9%
Other  817   224   593   264.7%
    Total noninterest income $56,199  $31,464  $24,735   78.6%

  

Three months ended March 31,

 
  

2022

  

2021

  

$ Change

  

% Change

 
  

(Dollars In Thousands)

 
                 

Service charges on loans and deposits

 $510  $690  $(180)  (26.1)%

Increase in cash surrender value of life insurance

  316   301   15   5.0%

Mortgage banking income

  28,275   54,391   (26,116)  (48.0)%

Other

  717   817   (100)  (12.2)%

Total noninterest income

 $29,818  $56,199  $(26,381)  (46.9)%

Total noninterest income increased $24.7decreased $26.4 million, or 78.6%46.9%, to $29.8 million during the three months ended March 31, 2022 compared to $56.2 million during the three months ended March 31, 2021 compared to $31.5 million during the three months ended March 31, 2020.2021. The increasedecrease resulted primarily from an increasedecrease in mortgage banking income, service charges on loan and deposits, and other noninterest income.


 

The increasedecrease in mortgage banking income was primarily the result of an increasea decrease in loan origination volume and gross margin on loans originated and sold. Gross margin on loans originated and sold is the ratio of mortgage banking income (excluding the change in interest rate lock fair value) divided by total loan originations. Total loan origination volume on a consolidated basis increased $421.4decreased $411.0 million, or 61.3%37.1%, to $698.1 million during the three months ended March 31, 2022 compared to $1.11 billion during the three months ended March 31, 2021 compared to $687.7 million during the three months ended March 31, 2020.2021. Gross margin on loans originated and sold increased 19.2%decreased 17.6% at the mortgage banking segment. See "Comparison of Mortgage Banking Segment Results of Operations for the Three Months Ended March 31, 20212022 and 2020"2021" above for additional discussion of the increasedecrease in mortgage banking income.

Service charges on loans and deposits increaseddecreased primarily due to loan prepayment fees.

The decrease in cash surrender value of life insurance was due primarily to a decrease in balance as death benefit proceeds were received on two policies in the prior year.loan prepayment fees and an increase net fraud losses.

The increasedecrease in other noninterest income was due primarily to increasesa decrease in mortgage servicing fee income and wealth management revenue. Mortgage servicing fee income increased as loansthe Company sold withmortgage servicing rights retained increased duerelated to market conditions.$1.24 billion in loans serviced for third parties during third quarter 2021. As of March 31, 2022 and March 31, 2021, the Company maintained servicing rights related to $301.3 million and $1.25 billion, respectively, in loans previously sold to third parties. Offsetting the decreases, there was a $340,000 increase in gain from death benefit received on one bank owned life insurance policy during the three months ended March 31, 2022 compared to none during the three months ended March 31, 2021



45



Noninterest Expenses

 Three months ended March 31, 
  2021  2020  $ Change  % Change 
  (Dollars in Thousands) 
             
Compensation, payroll taxes, and other employee benefits $34,123  $24,401  $9,722   39.8%
Occupancy, office furniture and equipment  2,565   2,741   (176)  (6.4)%
Advertising  824   900   (76)  (8.4)%
Data processing  971   1,006   (35)  (3.5)%
Communications  331   338   (7)  (2.1)%
Professional fees  (315)  1,832   (2,147)  (117.2)%
Real estate owned  (12)  11   (23)  (209.1)%
Loan processing expense  1,335   1,076   259   24.1%
Other  3,178   2,903   275   9.5%
     Total noninterest expenses $43,000  $35,208  $7,792   22.1%

  

Three months ended March 31,

 
  

2022

  

2021

  

$ Change

  

% Change

 
  

(Dollars In Thousands)

 
                 

Compensation, payroll taxes, and other employee benefits

 $25,535  $34,123  $(8,588)  (25.2)%

Occupancy, office furniture, and equipment

  2,188   2,565   (377)  (14.7)%

Advertising

  905   824   81   9.8%

Data processing

  1,202   971   231   23.8%

Communications

  340   331   9   2.7%

Professional fees

  461   (315)  776   (246.3)%

Real estate owned

  5   (12)  17   (141.7)%

Loan processing expense

  1,431   1,335   96   7.2%

Other

  2,868   3,178   (310)  (9.8)%

Total noninterest expenses

 $34,935  $43,000  $(8,065)  (18.8)%

Total noninterest expenses increased $7.8decreased $8.1 million, or 22.1%18.8%, to $34.9 million during the three months ended March 31, 2022 compared to $43.0 million during the three months ended March 31, 2021 compared to $35.2 million during the three months ended March 31, 2020.


2021.

 

Compensation, payroll taxes and other employee benefits expense at our mortgage banking segment increased $9.9decreased $8.8 million, or 50.9%30.2%, to $29.3$20.4 million during the three months ended March 31, 2021.2022. The increasedecrease in compensation expense was primarily a result of an increase inrelated to decreased commission expense as fundings increased and branch manager pay increasedcompensation driven by decreased loan origination volume and branch profitability as branches were more profitable.gross margins decreased.

Compensation, payroll taxes and other employee benefits expense at the community banking segment decreased $193,000,increased $237,000, or 3.7%4.8%, to $5.0$5.2 million during the three months ended March 31, 2021.2022. The decreaseincrease was primarily due primarily to increases in health insurance expense and Employee Stock Ownership Plan expense as claims decreased.the average stock price increased compared to the quarter ending March 31, 2021.

Occupancy, office furniture and equipment expense at the mortgage banking segment decreased $187,000$289,000 to $1.5$1.3 million during the three months ended March 31, 2021,2022, primarily resulting from lower rent and depreciation expense.

Occupancy, office furniture and equipment expense at the community banking segment decreased $88,000 to $937,000 during the three months ended March 31, 2022. The decrease was due primarily to decreased snow removal expense and repairs expense.

Advertising expense increased $11,000$81,000, or 9.8%, to $1.0$905,000 during the three months ended March 31, 2022. This was primarily due to an increase at the mortgage banking segment in an effort to increase new customers. 

Data processing expense increased $231,000, or 23.8%, to $1.2 million during the three months ended March 31, 2021. The increase2022. This was primarily due primarily to increased snow removal expense.increases at the community banking and mortgage banking segments for continued investments in technology and security.

Advertising expense decreased $76,000, or 8.4%,

Professional fees increased $776,000 to $824,000$461,000 during the three months ended March 31, 2021. This was primarily due2022. The increase related to marketing decreases at the community banking segment due to lower customer promotions.  Advertisingreceiving a countersuit settlement at the mortgage banking segment decreased as a low rate environment drove demand.

Data processing expense decreased $35,000, or 3.5%, to $971,000 during the three monthsquarter ended March 31, 2021. This was primarily due to increased conversion expenses for the new ditigal banking platform rollout at the community banking segment during the three months ended March 31, 2020.

Professional fees

Other noninterest expense decreased $2.1 million to $315,000 of income during the three months ended March 31, 2021. The decrease is primarily related to receiving a legal settlement and lower litigation costs compared to the prior year as the Herrington settlement was resolved.

Loan processing expense increased $259,000,$310,000, or 24.1%9.8%, to $1.3$2.9 million during the three months ended March 31, 2021. This was primarily2022.   The decrease related to a decrease in the amortization expense on mortgage servicing rights due to an increase in loan costs associated with the increased application volumes asbulk sale of mortgage rates remain low.
Other noninterest expense increased $275,000, or 9.5%, to $3.2 millionservicing rights during 2021. Offsetting the three months ended March 31, 2021. The increasedecrease at the mortgage banking segment, was primarily due to amortization of mortgage servicing rights as the size of the servicing portfolio has increased in 2021 compared to 2020. Additionally, other noninterest expenses increased at the community banking segment as certain loan expenses decreased offset by a decrease of credits received for FDIC premiums in 2020 but not inincreased during the three months ended March 31, 2022 compared to the three months ended March 31, 2021.





Income Taxes


Income tax expense totaled $6.9$1.5 million for the three months ended March 31, 20212022 compared to $1.9$6.9 million during the three months ended March 31, 2020.2021. Income tax expense was recognized on the statement of income during the three months ended March 31, 20212022 at an effective rate of 24.4%22.5% of pretax income compared to 24.1%24.4% during the three months ended March 31, 2020.2021. The decrease in the effective rate reflects an increase in rate is primarily dueof permanent deductions relative to higherthe amount of pretax income relative to permanent deductions.and additionally the 2022 rate reflects the lower state tax apportionment based on the final 2020 tax returns. 

46




Comparison of Financial Condition at March 31, 20212022 and December 31, 2020


2021

Total AssetsTotal assets increaseddecreased by $13.4$211.2 million, or 0.6%9.5%, to $2.20$2.00 billion at March 31, 20212022 from $2.18$2.22 billion at December 31, 2020.2021. The increasedecrease in total assets primarily reflects an increasea decrease in cash and cash equivalents and prepaid expenses and other assets due toloans held for sale, partially offset by an increase in various receivables at the mortgage banking segment, partially offset by a decrease in loans receivablesecurities available for sale and loans held for sale.other assets. The total assets increasedecrease reflects liability increasesdecreases in deposits and advance payments by borrowers for taxes.


borrowings.

Cash and Cash EquivalentsCash and cash equivalents increased $103.6decreased $98.2 million, or 109.4%26.1%, to $198.4$278.5 million at March 31, 2021,2022, compared to $94.8$376.7 million at December 31, 2020.2021.  The increasedecrease in cash and cash equivalents primarily reflects the additional sourcedecrease of funds through an increase infunding sources from deposits and advance payments by borrowers for taxes.


borrowings.

Securities Available for Sale– Securities available for sale increased $2.6$22.9 million to $162.3$202.0 million at March 31, 2021.2022. The increase was primarily due to purchases of mortgage-related securities as the interest rates continue to rise. The purchases are exceeding security paydowns for the year and maturities of debt securities.


Loans Held for Sale - Loans held for sale decreased $60.7$158.3 million to $341.3$154.4 million at March 31, 20212022 due to the decrease of refinancing and purchase activity resulting from the increase in mortgage rates.


Loans Receivable - Loans receivable held for investment decreased $39.7increased $1.6 million to $1.34$1.21 billion at March 31, 2021.2022 The decreaseincrease in total loans receivable was attributable to decreasesincreases in one- to four-family, constructioneach of the multi-family and land, home equity, and consumer loan categories. Partially offsetting those decreases, multi-family, commercial real estate and commercial loan categories increased.


categories.

The following table shows loan originations during the periods indicated.


 For the 
  Three months ended March 31, 
  2021  2020 
       
Real estate loans originated for investment:      
Residential      
One- to four-family $13,256  $30,515 
Multi-family  29,212   26,979 
Home equity  2,652   1,850 
Construction and land  9,733   11,710 
Commercial real estate  1,554   15,137 
Total real estate loans originated for investment  56,407   86,191 
Consumer loans originated for investment  23   275 
Commercial business loans originated for investment  9,733   4,390 
Total loans originated for investment $66,163  $90,856 
         

  

For the

 
  

Three months ended March 31,

 
  

2022

  

2021

 
  

(In Thousands)

 

Real estate loans originated for investment:

        

Residential

        

One- to four-family

 $24,893  $13,293 

Multi-family

  46,019   29,212 

Home equity

  1,087   1,516 

Construction and land

  3,637   2,653 

Commercial real estate

  39,316   9,733 

Total real estate loans originated for investment

  114,952   56,407 

Consumer loans originated for investment

  -   23 

Commerical business loans originated for investment

  3,504   9,733 

Total loans originated for investment

 $118,456  $66,163 


47



Allowance for LoanCredit Losses - Loans - The allowance for loan losses decreased $1.0increased $1.2 million to $17.8$16.9 million at March 31, 2021.2022. The decreaseincrease primarily resulted from the CECL model adoption on January 1, 2022.  The CECL calculation resulted in an opening balance adjustment of $430,000 to increase the allowance for credit losses. Additionally, net recoveries totaled $616,000 for the quarter ended March 31, 2022, as one significant loan recovery payment was received during the quarter. With the adoption of CECL, estimated recoveries may be accounted for within the calculation and do not impact the provision for credit losses line item when cash is received. 

There was negative provision duefor credit losses - loans of $81,000 for the three months ended March 31, 2022  During the three months ended March 31, 2022, we made adjustments to improvementour forecast factor to reflect the current economic forecast, and qualitative factors, primarily to account for the changes in certain economic factors, decreasing the required allowance related to the loans collectively reviewed. The overall decrease was primarily related to eachinternal metrics and external risk factors. See Note 3 - Loans Receivable of the one-notes to four-family, multi-family, home equity, construction and land, commercial real estate, consumer, and commercial categories. See Note 3unaudited consolidated financial statements for further discussion on the allowance for loancredit losses.


Real Estate Owned– Total real estate owned decreased $172,000 to $150,000 at March 31, 2021.  During the three months ended March 31, 2021, no loans were transferred from loans receivable to real estate owned upon completion of foreclosure.  During the same period, sales of real estate owned totaled $172,000. There were no writedowns during the three months ended March 31, 2021.

Prepaid expenses and other assets– Total prepaid expenses and other assets increased $6.7$22.2 million to $64.3$67.3 million at March 31, 2021.2022. The increase was primarily due to increasesan increase in funding receivables from investorsreceivable on loans sold at the mortgage banking segment and hedging receivables.


derivatives.  Addtionally, deferred taxes increased as unrealized losses on available for sale securities increased due to rising interest rates.  

Deposits – Total deposits increased $34.8decreased $22.9 million to $1.22$1.21 billion at March 31, 2021.2022.  The increasedecrease was driven by a decrease of $35.0 million in time deposits offset by an increase of $23.6$8.4 million in money market and savings deposits $6.8and $3.7 million in demand deposits, and $4.4 million in time deposits.


Borrowings – Total borrowings decreased $17.6$150.6 million, or 3.5%31.6%, to $490.5$326.5 million at March 31, 2021.2022. The community banking segmensegment paid off $25.0$155.0 million in short-termlong-term FHLB borrowings. External short-term borrowings at the mortgage banking segment increased a total of $7.4$4.4 million at March 31, 20212022 from December 31, 2020.


2021.

Advance Payments by Borrowers for Taxes - Advance payments by borrowers for taxes increased $8.5$6.7 million to $12.0$10.8 million at March 31, 2021.2022. The increase was the result of payments received from borrowers for their real estate taxes and is seasonally normal, as balances increase during the course of the calendar year until real estate tax obligations are paid in the fourth quarter.


Other Liabilities - Other liabilities decreased $29.9$23.8 million to $45.1$44.7 million at March 31, 2021 compared to December 31, 2020.2022. Other liabilities decreased primarily due to a seasonal decrease in outstanding checks related to advance payments by borrowers for taxes.  The Company receives payments from borrowers for their real estate taxes during the course of the calendar year until real estate tax obligations are paid in the fourth quarter. At the time at which the disbursements are made, the outstanding checks are classified as other liabilities in the statements of financial condition. These amounts remain classified as other liabilities until settled. Additionally, other liabilities decreased due to the payment of the legal settlement and lower forward commitments to sell loans atspecial dividend in the mortgage banking segment.


first quarter.

ShareholdersShareholders’ Equity – Shareholders' equity increased $17.6decreased $20.5 million to $430.7$412.3 million at March 31, 2021 from December 31, 2020.2022.  Shareholders' equity increaseddecreased primarily due to the declaration of dividends, a decrease in the fair value of the security portfolio, the repurchase of stock and the adoption of CECL. Partially offsetting the decreases, there were increases due to the net income, additional paid-in capital as stock options were exercised and equity awards vested, and unearned ESOP shares vesting.  Partially offsetting the increases, there were decreases due to the declaration

48



ASSET QUALITY


NONPERFORMING ASSETS


 At March 31,  At December 31, 
  2021  2020 
  (Dollars in Thousands) 
Non-accrual loans:      
Residential      
One- to four-family $3,734  $5,072 
Multi-family  314   341 
Home equity  59   63 
Construction and land  43   43 
Commercial real estate  30   41 
Commercial  -   - 
Consumer  -   - 
Total non-accrual loans  4,180   5,560 
         
Real estate owned        
One- to four-family  -   - 
Multi-family  -   - 
Construction and land  150   322 
Commercial real estate  -   - 
Total real estate owned  150   322 
Total nonperforming assets $4,330  $5,882 
         
Total non-accrual loans to total loans  0.31%  0.40%
Total non-accrual loans to total assets  0.19%  0.25%
Total nonperforming assets to total assets  0.20%  0.27%

  

At March 31,

  

At December 31,

 
  

2022

  

2021

 
  

(Dollars in Thousands)

 

Non-accrual loans:

        

Residential

        

One- to four-family

 $6,598  $5,420 

Over four-family

  -   128 

Home equity

  48   26 

Construction and land

  -   - 

Commercial real estate

  -   - 

Commercial

  -   - 

Consumer

  -   - 

Total non-accrual loans

  6,646   5,574 
         

Real estate owned

        

Construction and land

  148   148 

Total real estate owned

  148   148 

Total nonperforming assets

 $6,794  $5,722 
         

Total non-accrual loans to total loans, net

  0.55%  0.46%

Total non-accrual loans to total assets

  0.33%  0.25%

Total nonperforming assets to total assets

  0.34%  0.26%

All loans that are 90 days or more past due with respect to principal and interest are recognized as non-accrual. Troubled debt restructurings that are non-accrual, either due to being past due greater than 90 days or which have not yet performed under the modified terms for a reasonable period of time, are included in the table above. In addition, loans that are past due less than 90 days are evaluated to determine the likelihood of collectability given other credit risk factors such as early stage delinquency, the nature of the collateral or the results of a borrower review. When the collection of all contractual principal and interest is determined to be unlikely, the loan is moved to non-accrual status and an updated appraisal of the underlying collateral is ordered.  This process generally takes place when a loan is contractually past due between 60 and 89 days.  Upon determining the updated estimated value of the collateral, a loan loss provision is recorded to establish a specific reserve to the extent that the outstanding principal balance exceeds the updated estimated net realizable value of the collateral.  When a loan is determined to be uncollectible, typically coinciding with the initiation of foreclosure action, the specific reserve is reviewed for adequacy, adjusted if necessary, and charged-off.


49



The following table sets forth activity in our non-accrual loans for the periods indicated.


 At or for the Three Months 
  Ended March 31, 
  2021  2020 
  (In Thousands) 
       
Balance at beginning of period $5,560  $7,025 
Additions  171   1,206 
Transfers to real estate owned  -   - 
Charge-offs  -   - 
Returned to accrual status  (902)  (821)
Principal paydowns and other  (649)  (608)
Balance at end of period $4,180  $6,802 

  

At or for the Three Months

 
  

Ended March 31,

 
  

2022

  

2021

 
  

(In Thousands)

 
         

Balance at beginning of period

 $5,574  $5,560 

Additions

  1,838   171 

Transfers to real estate owned

  -   - 

Charge-offs

  -   - 

Returned to accrual status

  -   (902)

Pricipal paydowns and other

  (766)  (649)

Balance at end of period

 $6,646  $4,180 

Total non-accrual loans decreasedincreased by $1.4$1.1 million, or 24.8%19.2%, to $4.2$6.6 million as of March 31, 20212022 compared to $5.6 million as of December 31, 2020.2021.  The ratio of non-accrual loans to total loans receivable was 0.31%0.55% at March 31, 20212022 compared to 0.40%0.46% at December 31, 2020.2021.  During the three months ended March 31, 2021, $171,0002022, $1.8 million in loans were placed on non-accrual status. Offsetting this activity, $902,000 returned to accrual status and $649,000$766,000 in principal payments were received during the three months ended March 31, 2021.


2022.

Of the $4.2$6.6 million in total non-accrual loans as of March 31, 2021, $3.02022, $5.6 million in loans have been specifically reviewed to assess whether a specific valuation allowance is necessary. A specific valuation allowance is established for an amount equal to the impairment when the carrying value of the loan exceeds the present value of expected future cash flows, discounted at the loan's original effective interest rate or the fair value of the underlying collateral with an adjustment made for costs to dispose of the asset.  Based upon these specific reviews, a total of $118,000$30,000 in cumulative partial net charge-offs have been recorded over the life of these loans as of March 31, 2021.2022.  Partially charged-off loans measured for impairment based upon net realizable collateral value are maintained in a "non-performing" status and are disclosed as impaired loans.  In addition,There were no specific reserves totaling $21,000 have been recorded as of March 31, 2021.2022.  The remaining $1.2$1.1 million of non-accrual loans were reviewed on an aggregate basis and $233,000 in general valuation allowance was deemed appropriate related to those loans as of March 31, 2021.   The $233,000 in valuation allowance is based upon a migration analysis performed with respect to similar non-accrual loans in prior periods.

2022.  
.

The outstanding principal balance of our five largest non-accrual loans as of March 31, 20212022 totaled $1.7$4.5 million, which represents 41.7%68.1% of total non-accrual loans as of that date.  These five loans have not had any cumulative life-to-date net charge-offs and $21,000 inno specific valuation allowancespecific reserve was deemed necessary based on net realizable collateral value with respect to these five loans as of March 31, 2021.


2022.

Interest payments received are treated as interest income on a cash basis as long as the remaining book value of the loan (i.e., after charge-off of all identified losses) is deemed to be fully collectible. If the remaining book value is not deemed to be fully collectible, all payments received are applied to unpaid principal. Determination as to the ultimate collectability of the remaining book value is supported by an updated credit department evaluation of the borrower's financial condition and prospects for repayment, including consideration of the borrower's sustained historical repayment performance and other relevant factors.


As of March 31, 2022 and December 31, 2021, there were no loans 90 or more days past due and still accruing interest. As

50





TROUBLED DEBT RESTRUCTURINGS


The following table summarizes information with respect to the accrual status of our troubled debt restructurings:



 As of March 31, 2021 
  Accruing  Non-accruing  Total 
  (In Thousands) 
          
One- to four-family $2,728  $1,088  $3,816 
Commercial real estate  6,934   -   6,934 
Commercial  1,097   -   1,097 
  $10,759  $1,088  $11,847 
             
  As of December 31, 2020 
  Accruing  Non-accruing  Total 
  (In Thousands) 
             
One- to four-family $2,733  $532  $3,265 
Commercial real estate  7,207   -   7,207 
Commercial  1,097   -   1,097 
  $11,037  $532  $11,569 

  

As of March 31, 2022

 
  

Accruing

  

Non-accruing

  

Total

 
  

(In Thousands)

 
             

One- to four-family

 $-  $2,077  $2,077 
  $-  $2,077  $2,077 

  

As of December 31, 2021

 
  

Accruing

  

Non-accruing

  

Total

 
  

(In Thousands)

 
             

One- to four-family

 $-  $1,670  $1,670 

Commercial real estate

  1,222   -   1,222 

Commercial

  1,097   -   1,097 
  $2,319  $1,670  $3,989 

All troubled debt restructurings are considered to be impaired, are risk rated as either substandard or watch and are included in the internal risk rating tables disclosed in the notes to the unaudited consolidated financial statements. Specific reserves have been established to the extent that collateral-based impairment analyses indicate that a collateral shortfall exists.


We do not participate in government-sponsored troubled debt restructuring programs.  Our troubled debt restructurings are short-term modifications.  Typical initial restructured terms include six to twelve months of principal forbearance, a reduction in interest rate or both.  Restructured terms do not include a reduction of the outstanding principal balance unless mandated by a bankruptcy court. Troubled debt restructuring terms may be renewed or further modified at the end of the initial term for an additional period if performance has been acceptable and the short-term borrower difficulty persists.

If a restructured loan is current in all respects and a minimum of six consecutive restructured payments have been received, it can be considered for return to accrual status.  After a restructured loan that is current in all respects reverts to contractual/market terms, if a credit department review indicates no evidence of elevated market risk, the loan is removed from the troubled debt restructuring classification.

We modified loans for borrowers that were not considered The restructured loan will be classified as a troubled debt restructings underrestructuring for at least the CARES Act.  Loans less than 30 days past due ascalendar year after the modification even after returning to a contractual/market rate and accrual status

51




LOAN DELINQUENCY


The following table summarizes loan delinquency in total dollars and as a percentage of the total loan portfolio:



 At March 31,  At December 31, 
  2021  2020 
  (Dollars in Thousands) 
       
Loans past due less than 90 days $4,346  $3,938 
Loans past due 90 days or more  2,576   3,958 
Total loans past due $6,922  $7,896 
         
Total loans past due to total loans receivable  0.52%  0.57%


  

At March 31,

  

At December 31,

 
  

2022

  

2021

 
  

(Dollars in Thousands)

 
         

Loans past due less than 90 days

 $1,003  $2,694 

Loans past due 90 days or more

  5,380   4,368 

Total loans past due

 $6,383  $7,062 
         

Total loans past due to total loans receivable

  0.53%  0.59%

Past due loans decreased by $974,000,$679,000, or 12.3%9.6%, to $6.9$6.4 million at March 31, 20212022 from $7.9$7.1 million at December 31, 2020.  Loans past due 90 days or more decreased by $1.4 million, or 34.9%, primarily in the one- to four-family and commercial loan categories during the three months ended March 31, 2021.  Loans past due less than 90 days decreased by $1.7 million, or 62.8%, primarily in the one- to four-family loan category during the three months ended March 31, 2022. Loans past due 90 days or more increased by $408,000,$1.0 million, or 10.4%23.2%, primarily in the one- to four-family loan category.

52



REAL ESTATE OWNED

Total real estate owned decreased by $172,000

ALLOWANCE FOR CREDIT LOSSES - LOANS

  

At or for the Three Months

 
  

Ended March 31,

 
  

2022

  

2021(1)

 
  

(Dollars in Thousands)

 
         

Balance at beginning of period

 $15,778  $18,823 

Adoption

  430   - 

Provision (credit) for credit losses - loans

  81   (1,070)

Charge-offs:

        

Mortgage

        

One- to four-family

  -   14 

Multi family

  -   - 

Home Equity

  -   - 

Commercial real estate

  -   - 

Construction and land

  -   - 

Consumer

  1   - 

Commercial

  -   - 

Total charge-offs

  1   14 

Recoveries:

        

Mortgage

        

One- to four-family

  28   11 

Multi family

  572   23 

Home Equity

  5   4 

Commercial real estate

  1   2 

Construction and land

  11   1 

Consumer

  -   - 

Commercial

  -   - 

Total recoveries

  617   41 

Net recoveries

  (616)  (27)

Allowance at end of period

 $16,905  $17,780 
         

Ratios:

        

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

  254.36%  425.36%

Allowance for credit losses to loans receivable at end of period

  1.40%  1.33%

Net recoveries to average loans outstanding (annualized)

  (0.21)%  (0.01)%

Current year provision (credit) for credit losses - loans to net recoveries

  (13.15%)  3962.96%

Net recoveries (annualized) to beginning of the year allowance

  (15.83)%  (0.58)%

(1) The Company adopted ASU 2016-13 as of January 1, 2022. The 2021 amount presented is calculated under the prior accounting standard. 

The allowance for credit losses - loans increased $1.2 million to $150,000$16.9 million at March 31, 2021, compared to $322,0002022 from $15.8 million at December 31, 2020.  During2021. The increase primarily resulted from the CECL model adoption on January 1, 2022.  The CECL calculation resulted in an opening balance adjustment of $430,000 to increase the allowance for credit losses. Additionally, net recoveries totaled $616,000 for the quarter ended March 31, 2022, as one significant loan recovery payment was received during the quarter. With the adoption of CECL, estimated recoveries may be accounted for within the calculation and do not impact the provision for credit losses line item when cash is received. 

We had net recoveries of $616,000, or 0.21% of average loans annualized, for the three months ended March 31, 2021, no loans were transferred to real estate owned upon completion of foreclosure.  During the same period, sales of real estate owned totaled $172,000.  There were no write downs during the three months ended March 31, 2021. New appraisals received on real estate owned and collateral dependent impaired loans are based upon an “as is value” assumption. During the period of time in which we are awaiting receipt of an updated appraisal, loans evaluated for impairment based upon collateral value are measured by the following:


Applying an updated adjustment factor (as described previously) to an existing appraisal;
Confirming that the physical condition of the real estate has not significantly changed since the last valuation date;
Comparing the estimated current value of the collateral to that of updated sales values experienced on similar collateral;
Comparing the estimated current value of the collateral to that of updated values seen on current appraisals of similar collateral; and
Comparing the estimated current value to that of updated listed sales prices on our real estate owned and that of similar properties (not owned by the Company).

Virtually all habitable real estate owned (both residential and commercial properties) is managed with the intent of attracting a lessee to generate revenue.  Foreclosed properties are recorded at the lower of carrying value or fair value, less costs to sell, with charge-offs, if any, charged to the allowance for loan losses upon transfer to real estate owned within 90 days of being transferred.  Subsequent write-downs to reflect current fair market value, as well as gains and losses upon disposition and revenue and expenses incurred in maintaining such properties, are treated as period costs and included in real estate owned in the consolidated statements of income. The fair value is primarily based upon updated appraisals in addition to an analysis of current real estate market conditions.





ALLOWANCE FOR LOAN LOSSES

 At or for the Three Months 
  Ended March 31, 
  2021  2020 
  (Dollars in Thousands) 
       
Balance at beginning of period $18,823  $12,387 
Provision (credit) for loan losses  (1,070)  785 
Charge-offs:        
Mortgage        
One- to four-family  14   6 
Multi-family  -   - 
Home equity  -   - 
Commercial real estate  -   - 
Construction and land  -   - 
Consumer  -   1 
Commercial  -   - 
Total charge-offs  14   7 
Recoveries:        
Mortgage        
One- to four-family  11   47 
Multi-family  23   3 
Home equity  4   6 
Commercial real estate  2   4 
Construction and land  1   1 
Consumer  -   - 
Commercial  -   - 
Total recoveries  41   61 
Net recoveries  (27)  (54)
Allowance at end of period $17,780  $13,226 
         
Ratios:        
Allowance for loan losses to non-accrual loans at end of period  425.36%  194.44%
Allowance for loan losses to loans receivable at end of period  1.33%  0.94%
Net recoveries to average loans outstanding (annualized)  (0.01)%  (0.02)%
(Provision) credit for loan losses to net recoveries  3,962.96%  (1,453.70)%
Net recoveries to beginning of the period allowance (annualized)  (0.58)%  (1.75)%

The allowance for loan losses decreased $1.0 million to $17.8 million at March 31, 2021,2022, compared to $18.8 million at December 31, 2020.  The decrease in allowance for loan losses reflects the $1.1 million negative provision for loan losses. The negative provision recorded during the current year reflects adjustments to our qualitative factors, primarily to account for the slight improvement in certain economic factors along with a decrease in loan balance.

We had net recoveries of $27,000, or 0.01% of average loans annualized, for the three months ended March 31, 2021, compared to net recoveries of $54,000, or less than 0.02% of average loans annualized, for the three months ended March 31, 2020.2021. Of the $27,000$616,000 in recoveries during the three months ended March 31, 2021,2022, the majority of the activity related to loans secured by one- to four-family residential and multi-family loans.

loan categories.

Our underwriting policies and procedures emphasize that credit decisions must rely on both the credit quality of the borrower and the estimated value of the underlying collateral.  Credit quality is assured only when the estimated value of the collateral is objectively determined and is not subject to significant fluctuation.


The allowance for loancredit losses - loans has been determined in accordance with GAAP. We are responsible for the timely and periodic determination of the amount of the allowance required. Any future provisions for loan losses will continue to be based upon our assessment of the overall loan portfolio and the underlying collateral, trends in non-performing loans, current economic conditions and other relevant factors. To the best of management’s knowledge, all probable losses have been provided for in the allowance for loan losses.


Management is validating the CECL model and methodologies; however we expect the change in the allowance for credit loss, including reserves for unfunded commitments, not to exceed 110% of the March 31, 2021 allowance based on a parallel computation.  When finalized, this one-time increase as a result of the adoption of CECL will be recorded, net of tax, as an adjustment to retained earnings effective on the earlier of the termination date of the national emergency declaration by the President or January 1, 2022. This estimate is subject to change based on continuing refinement and validation of the model and methodologies.
losses - loans.


53




The establishment of the amount of the loanallowance for credit loss allowance inherently involves judgments by management as to the appropriateness of the allowance, which ultimately may or may not be correct. Higher than anticipated rates of loan default would likely result in a need to increase provisions in future years.



Liquidity and Capital Resources

We maintain liquid assets at levels we consider adequate to meet our liquidity needs. We adjust our liquidity levels to fund loan commitments, repay our borrowings, fund deposit outflows and pay real estate taxes on mortgage loans. We also adjust liquidity as appropriate to meet asset and liability management objectives.  The level of our liquidity position at any point in time is dependent upon the judgment of the senior management as supported by the Asset/Liability Committee.  Liquidity is monitored on a daily, weekly and monthly basis using a variety of measurement tools and indicators.


Our primary sources of liquidity are deposits, amortization and repayment of loans, sales of loans held for sale, maturities of investment securities and other short-term investments, and earnings and funds provided from operations. While scheduled principal repayments on loans are a relatively predictable source of funds, deposit flows and loan repayments are greatly influenced by market interest rates, economic conditions, and rates offered by our competitors. We set the interest rates on our deposits to maintain a desired level of total deposits. In addition, we invest excess funds in short-term, interest-earning assets, which provide liquidity to meet lending requirements. Additional sources of liquidity used for the purpose of managing long- and short-term cash flows include advances from the FHLB.


During the three months ended March 31, 2022, primary uses of cash and cash equivalents included: $698.1 million in funding loans held for sale, $47.9 million for purchases of mortgage related securities, $155.0 million for payoffs of long-term borrowings, $17.2 million for cash dividends paid, $22.9 million for decrease in deposits, and $13.8 million for purchases of our common stock.

During the three months ended March 31, 2022, primary sources of cash and cash equivalents included: $878.6 million in proceeds from the sale of loans held for sale, $9.0 million in principal repayments on mortgage related securities, $6.4 million in maturies of debt securities, and $5.3 million in net income.

During the three months ended March 31, 2021, primary uses of cash and cash equivalents included: $1.11 billion in funding loans held for sale, $17.6 for short-term borrowings, $16.2 million for purchases of mortgage related securities, $4.8 million for cash dividends paid, $5.0 million for advance payments by borrowers for taxes, and $4.3 million to pay a legal settlement.


During the three months ended March 31, 2021,, primary sources of cash and cash equivalents included: $1.22 billion in proceeds from the sale of loans held for sale, $39.7 for net loan receivables decrease, $34.8 million from an increase in deposits, $11.0 million in principal repayments on mortgage related securities, and $21.3 million in net income.


During the three months ended March 31, 2020, primary uses of cash and cash equivalents included: $687.7 million in funding loans held for sale, $21.3 million for funding of loans receivable, $14.2 million in purchases of our common stock, $2.4 million for cash dividends paid, $2.5 million for purchases of debt securities, a $3.0 million decrease in advance payments by borrowers for taxes, $1.4 million in repayment of short-term debt, and $686,000 for purchases of mortgage related securities.

During the three months ended March 31, 2020, primary sources of cash and cash equivalents included: $676.9 million in proceeds from the sale of loans held for sale, $40.0 million in additional proceeds from short-term FHLB borrowings, $18.3 million from an increase in deposits, $9.7 million in principal repayments on mortgage related securities, and $6.1 million in net income

A portion of our liquidity consists of cash and cash equivalents, which are a product of our operating, investing and financing activities.  At March 31, 2022 and 2021, and 2020, respectively, $198.4$278.5 million and $59.1$198.4 million of our assets were invested in cash and cash equivalents.  At March 31, 2021,2022, cash and cash equivalents were comprised of the following: $160.1$247.9 million in cash held at the Federal Reserve Bank and other depository institutions and $38.3$30.7 million in federal funds sold and short-term investments.  Our primary sources of cash are principal repayments on loans, proceeds from the calls and maturities of debt and mortgage-related securities, increases in deposit accounts,  advances from the FHLB, and repurchase agreements from other institutions.


Liquidity management is both a daily and longer-term function of business management.  If we require funds beyond our ability to generate them internally, borrowing agreements exist with the FHLB which provide an additional source of funds. At March 31, 2021,2022, we had $470.0$320.0 million in long term advances from the FHLB with contractual maturity dates in 2027, 2028, and 2029.  The 2027 advance has a contractual maturity date in December 2027. There are four 2028two advances that have contractual maturities in 2028. The remainingTwo of the 2028 advance maturities have single call options in May 2021, along with two advances that have quarterly call options beginningwhich began in June 2020 and September 2020. The 2029 advanceThere are four advances with contractual maturities in 2029. Three advances have quarterly call options currently available and the other options that began in November 2020, beginning in August 2021, andadvance has an option beginning in May 2022.  As an additional source

At March 31, 2021, we had $16.5 million outstanding under the repurchase agreement with a total outstanding commitment of $35.0 million.




At March 31, 2021,2022, we had outstanding commitments to originate loans receivable of $20.3$61.6 million.  In addition, at March 31, 2021,2022, we had unfunded commitments under construction loans of $65.8$43.4 million, unfunded commitments under business lines of credit of $18.2$18.0 million and unfunded commitments under home equity lines of credit and standby letters of credit of $14.0$12.7 million.  At March 31, 2021,2022, certificates of deposit scheduled to mature in one year or less totaled $594.2$511.5 million.  Based on prior experience, management believes that, subject to the Bank’s funding needs, a significant portion of such deposits will remain with us, although there can be no assurance that this will be the case.  In the event a significant portion of our deposits is not retained by us, we will have to utilize other funding sources, such as FHLB advances, in order to maintain our level of assets. However, we cannot assure that such borrowings would be available on attractive terms, or at all, if and when needed. Alternatively, we could reduce our level of liquid assets, such as our cash and cash equivalents and securities available-for-sale in order to meet funding needs. In addition, the cost of such deposits may be significantly higher if market interest rates are higher or there is an increased amount of competition for deposits in our market area at the time of renewal.

Waterstone Financial, Inc. is a separate legal entity from WaterStone Bank and must provide for its own liquidity to pay dividends to its shareholders, repurchase shares of its common stock, and for other corporate purposes. The primary source of liquidity for Waterstone Financial, Inc. is dividend payments from WaterStone Bank. The ability of WaterStone Bank to pay dividends is subject to regulatory restrictions. At March 31, 2021,2022, Waterstone Financial, Inc. (on an unconsolidated basis) had liquid assets totaling $54.5$40.0 million.

Capital


Shareholders' equity increased $17.6decreased $20.5 million to $430.7$412.3 million at March 31, 2021 from December 31, 2020.2022.  Shareholders' equity increaseddecreased primarily due to the declaration of dividends, a decrease in the fair value of the security portfolio, the repurchase of stock and the adoption of CECL. Partially offsetting the decreases, there were increases due to the net income, additional paid-in capital as stock options were exercised and equity awards vested, and unearned ESOP shares vesting.  Partially offsetting the increases, there were decreases due to the declaration of dividends, a decrease in the fair value of the security portfolio, and the repurchase of stock.


The Company's Board of Directors authorized a stock repurchase program in the thirdfourth quarter of 2020.2021. As of March 31, 2021,2022, the Company had repurchased 10.7has 2.8 million shares at an average price of $14.39 under previously approved stock repurchase plans.


remaining in the plan.  

WaterStone Bank is subject to various regulatory capital requirements, including a risk-based capital measure. The risk-based capital guidelines include both a definition of capital and a framework for calculating risk-weighted assets by assigning assets and off-balance sheet items to broad risk categories.  At March 31, 2021,2022, WaterStone Bank exceeded all regulatory capital requirements and is considered “well capitalized” under regulatory guidelines. See “Notes to Unaudited Consolidated Financial Statements - Note 87 - Regulatory Capital.”




Contractual Obligations, Commitments, Contingent Liabilities, and Off-balance Sheet Arrangements


The following tables present information indicating various contractual obligations and commitments

During the three months ended March 31, 2022, we repaid $155.0 million in FHLB long-term debt. 

See Note 6 - Borrowings of the Company asnotes to unaudited consolidated financial statements for additional information about the remaining maturities of Marchour FHLB long-term debt.

Our commitments, contingent liabilities, and off-balance sheet a rrangements have not changed materially since previously reported in our Annual Report on Form 10-K for the year ended December 31, 2021 and the respective maturity dates.

       More than  More than    
        One Year  Three Years  Over 
     One Year  Through  Through  Five 
  Total  or Less  Three Years  Five Years  Years 
  (In Thousands) 
Demand deposits (3) $194,978  $$194,978  $-  $-  $- 
Money market and savings deposits (3)  318,959   318,959   -   -   - 
Time deposit (3)  705,754   594,237   109,558   1,959   - 
Repurchase agreements (3)  16,505   16,505   -   -   - 
Federal Home Loan Bank advances (1)  474,000   4,000   -   -   470,000 
Operating leases (2)  8,572   2,822   3,620   1,256   874 
  $1,718,768  $$1,131,501  $$113,178  $$3,215  $$470,874 

(1)  Secured under a blanket security agreement on qualifying assets, principally, mortgage loans.  Excludes interest which will accrue on the advances. See call provisions in Note 7 - Borrowings.
(2)  Represents non-cancelable operating leases for offices and equipment.
(3)  Excludes interest.

2021.

See Note 109 - Commitments, Off-Balance Sheet Arrangements, and Contingent Liabilities of the notes to unaudited consolidated financial statements for additional information.

56




The following table details the amounts and expected maturitiesTable of significant off-balance sheet commitments as of March 31, 2021.

       More than  More than    
        One Year  Three Years  Over 
     One Year  Through  Through  Five 
  Total  or Less  Three Years  Five Years  Years 
  (In Thousands) 
Real estate loan commitments (1) $20,302  $20,302  $-  $-  $- 
Unused portion of home equity lines of credit (2)  12,767   12,767   -   -   - 
Unused portion of construction loans (3)  65,790   65,790   -   -   - 
Unused portion of business lines of credit  18,221   18,221   -   -   - 
Standby letters of credit  1,246   1,246   -   -   - 
Total Other Commitments $118,326  $118,326  $-  $-  $- 


General: Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract and generally have fixed expiration dates or other termination clauses.
(1)  Commitments for loans are extended to customers for up to 90 days after which they expire.
(2)  Unused portions of home equity loans are available to the borrower for up to 10 years.
(3)  Unused portions of construction loans are available to the borrower for up to one year.




Item3. Quantitative and Qualitative Disclosures about Market Risk


Management of Market Risk


General.The majority of our assets and liabilities are monetary in nature. Consequently, our most significant form of market risk is interest rate risk. Our assets, consisting primarily of mortgage loans, have longer maturities than our liabilities, consisting primarily of deposits. As a result, a principal part of our business strategy is to manage interest rate risk and reduce the exposure of our net interest income to changes in market interest rates. Accordingly, WaterStone Bank’s board of directors has established an Asset/Liability Committee which 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 guidelines approved by the board of directors. Management monitors the level of interest rate risk on a regular basis and the Asset/Liability Committee meets at least weekly to review our asset/liability policies and interest rate risk position, which are evaluated quarterly.


We have sought to manage our interest rate risk in order to minimize the exposure of our earnings and capital to changes in interest rates. We have implemented the following strategies to manage our interest rate risk: (i) emphasizing variable rate loans including variable rate one- to four-family, and commercial real estate loans as well as three to five year commercial real estate balloon loans; (ii) reducing and shortening the expected average life of the investment portfolio; and (iii) whenever possible, lengthening the term structure of our deposit base and our borrowings from the FHLB. These measures should reduce the volatility of our net interest income in different interest rate environments.


Income Simulation.  Simulation analysis is an estimate of our interest rate risk exposure at a particular point in time.  At least quarterly we review the potential effect changes in interest rates may have on the repayment or repricing of rate sensitive assets and funding requirements of rate sensitive liabilities.  Our most recent simulation uses projected repricing of assets and liabilities at March 31, 20212022 on the basis of contractual maturities, anticipated repayments and scheduled rate adjustments.  Prepayment rate assumptions may have a significant impact on interest income simulation results.  Because of the large percentage of loans and mortgage-backed securities we hold, rising or falling interest rates may have a significant impact on the actual prepayment speeds of our mortgage related assets that may in turn affect our interest rate sensitivity position.  When interest rates rise, prepayment speeds slow and the average expected lives of our assets would tend to lengthen more than the expected average lives of our liabilities and therefore would most likely have a positive impact on net interest income and earnings.


The following interest rate scenario displays the percentage change in net interest income over a one-year time horizon assuming increases of 100, 200 and 300 basis points and a decreases of 100 basis points.  The results incorporate actual cash flows and repricing characteristics for balance sheet accounts following an instantaneous parallel change in market rates based upon a static no growth, balance sheet.


Analysis of Net Interest Income Sensitivity


 Immediate Change in Rates 
   +300   +200   +100   -100 
  (Dollar Amounts in Thousands) 
As of March 31, 2021                
          Dollar Change $$8,118   6,380   3,272   (2,427)
          Percentage Change  14.75%  11.59   5.95   (4.41)

  

Immediate Change in Rates

 
  

+300

  

+200

  

+100

   -100 

As of March 31, 2022

                

Dollar Change

 $312   657   792   (2,006)

Percentage Change

  0.62%  1.30   1.57   -3.97 

At March 31, 2021,2022, a 100 basis point instantaneous increase in interest rates had the effect of increasing forecast net interest income over the next 12 months by 5.95%8.08% while a 100 basis point decrease in rates had the effect of decreasing net interest income by 4.41%5.56%.



57



Item4. Controls and Procedures

Disclosure Controls and Procedures: Company management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective.


Internal Control Over Financial Reporting: There have been no material changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.


PART II. OTHER INFORMATION


Item 1. Legal Proceedings


The information required by this item is set forth in Part I, Item 1, Note 10 - Commitments, Off-Balance Sheet Arrangements, and Contingent Liabilities.

Item 1A. Risk Factors

There have been no material changes in risk factors applicable to the Company from those disclosed in “Risk Factors” in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.


2021.

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


Following are the Company’s monthly common stock repurchases during the first quarter of 2021:


Period Total Number of Shares Purchased  Average Price Paid per Share  Total Number of Shares Purchased as Part of Publicly Announced Plans  
Maximum
Number of
Shares that May
Yet Be
Purchased Under
the Plan(a)
 
January 1, 2021 - January 31, 2021  400  $$18.03   400   996,363 
February 1, 2021 - February 28, 2021  -   -   -   996,363 
March 1, 2021 - March 31, 2021  -   -   -   996,363 
Total  400  $$18.03   400   996,363 

2022:

Period

 Total Number of Shares Purchased  

Average Price Paid per Share

  Total Number of Shares Purchased as Part of Publicly Announced Plans  

Maximum Number of Shares that August Yes Be Purchased Under the Plan(a)

 

January 1, 2022 - January 31, 2022

 213,529  $20.77  213,529  3,235,697 

February 1, 2022 - February 28, 2022

 364,567  20.07  364,567  2,871,130 

March 1, 2022 - March 31, 2022

 103,213  19.39  103,213  2,757,917 

Total

 681,309  $20.19  681,309  2,757,917 

(a)

On July 21, 2020,December 10, 2021, the Board of Directors announced the completiontermination of the then-existing stock repurchase plan and authorized the repurchase of 2,000,0003,500,000 shares of common stock pursuant to a new share repurchase plan. This plan has no expiration date.




Item 3. Defaults Upon Senior Securities



Not applicable.



Item 4. Mine Safety Disclosures



Not applicable.


58





Item 5. Other Information



Not applicable.



Item6. Exhibits

Exhibit No.

 

Description

 

Filed Herewith

 

 

Sarbanes-Oxley Act Section 302 Certification signed by the Chief Executive Officer of Waterstone Financial, Inc.

 X
 

 

Sarbanes-Oxley Act Section 302 Certification signed by the Chief Financial Officer of Waterstone Financial, Inc.

 X
 

 

Certification pursuant to 18 U.S. C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 signed by the Chief Executive Officer of Waterstone Financial, Inc.

 X
 

 

Certification pursuant to 18 U.S. C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 signed by the Chief Financial Officer of Waterstone Financial, Inc.

 X
 

101

 

The following financial statements from Waterstone Financial, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2021,2022, formatted in Inline Extensive Business Reporting Language (XBRL)(iXBRL): (i) consolidated statements of financial condition, (ii) consolidated statements of income, (iii) consolidated statements of comprehensive income, (iv) consolidated statements of changes in shareholders' equity, (v) consolidated statements of cash flows and (vi) the notes to consolidated financial statements.

 X
 

104

 

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 XX

Signatures


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




 

WATERSTONE FINANCIAL, INC.

(Registrant)

   

Date:  May 5, 20216, 2022

    
 

/s/ Douglas S. Gordon

   
 

Douglas S. Gordon

   
 

Chief Executive Officer

Principal Executive Officer

   

Date:  May 5, 20216, 2022

    
 

/s/  Mark R. Gerke

   
 

Mark R. Gerke

   
 

Chief Financial Officer

Principal Financial Officer

  



59