BCOW 10-Q Quarterly Report March 31, 2020 | Alphaminr
1895 Bancorp of Wisconsin, Inc.

BCOW 10-Q Quarter ended March 31, 2020

10-Q 1 d930061d10q.htm 10-Q 10-Q
Table of Contents

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, 2020

OR

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

For the transition period from to

Commission File No. 001-38778

1895 Bancorp of Wisconsin, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Federal 83-3178316

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

7001 West Edgerton Avenue

Greenfield, Wisconsin

53220
(Address of Principal Executive Offices) (Zip Code)

(414) 421-8200

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

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

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.01 per share BCOW The NASDAQ Stock Market, LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such requirements for the past 90 days.    YES  ☒    NO  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    YES  ☒    NO  ☐

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

Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company
Emerging growth company

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

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

4,876,677 shares of the Registrant’s common stock, par value $0.01 per share, were issued and outstanding as of March 31, 2020.


Table of Contents

1895 Bancorp of Wisconsin, Inc.

Form 10-Q

Table of Contents

Page

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements

1
Consolidated Balance Sheets at March 31, 2020 (unaudited) and December 31, 2019 1
Consolidated Statements of Operations for the Three Months Ended March 31, 2020 and 2019 (unaudited) 2
Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended March 31, 2020 and 2019 (unaudited) 3
Consolidated Statement of Stockholders’ Equity for the Three Months Ended March 31, 2020 (unaudited) 4
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2020 and 2019 (unaudited) 5
Notes to Financial Statements (unaudited) 6

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations 29

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

39

Item 4.

Controls and Procedures

39

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

40

Item 1A.

Risk Factors

40

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

41

Item 3.

Defaults Upon Senior Securities

41

Item 4.

Mine Safety Disclosures

41

Item 5.

Other Information

41

Item 6.

Exhibits

41

SIGNATURES

42


Table of Contents

PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements

1895 BANCORP OF WISCONSIN, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

March 31,
2020
December 31,
2019
(unaudited)
Assets

Cash and due from banks

$ 40,460 $ 11,507

Fed funds sold

1,448 200

Cash and cash equivalents

41,908 11,707

Available for sale securities, stated at fair value

66,905 71,375

Marketable equity securities, stated at fair value

2,044 2,553

Loans held for sale

1,248 685

Loans, net of allowance for loan losses of $2,008 and $2,000 respectively

302,968 310,674

Premises and equipment, net

6,616 6,681

Mortgage servicing rights, net

1,936 2,172

Federal Home Loan Bank stock, at cost

2,503 913

Accrued interest receivable

970 963

Cash value of life insurance

13,184 13,085

Other assets

7,629 7,201

TOTAL ASSETS

$ 447,911 $ 428,009

Liabilities and Stockholders’ Equity

Deposits

324,222 344,596

Advance payments by borrowers for taxes and insurance

5,422 1,681

Federal Home Loan Bank advances

55,614 17,623

Accrued interest payable

372 385

Other liabilities

3,610 5,059

Total liabilities

389,240 369,344

Common stock, $0.01 par value, 90,000,000 shares authorized, 4,876,677 shares issued as of March 31, 2020 and December 31, 2019, respectively

49 49

Additional paid-in capital

19,982 19,981

Unallocated common stock of Employee Stock Ownership Plan, 166,752 and 168,507 shares at March 31, 2020 and December 31, 2019, respectively

(1,668 ) (1,685 )

Less treasury stock, 17,500 and 0 shares at cost, at March 31, 2020 and December 31, 2019, respectively

(175 )

Retained earnings

40,500 40,213

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

(17 ) 107

Total stockholders’ equity

58,671 58,665

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$ 447,911 $ 428,009

See accompanying notes to the consolidated financial statements.

1


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1895 BANCORP OF WISCONSIN, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts) - Unaudited

Three months ended
March 31,
2020 2019

Interest and dividend income:

Loans, including fees

$ 3,413 $ 3,988

Securities, taxable

407 392

Other

41 65

Total interest and dividend income

3,861 4,445

Interest expense:

Interest-bearing deposits

850 1,180

Borrowed funds

110 123

Total interest expense

960 1,303

Net interest income

2,901 3,142

Provision for loan losses

Net interest income after provision for loan losses

2,901 3,142

Noninterest income:

Service charges and other fees

203 186

Loan servicing, net

(14 ) 222

Net gain on sale of loans

654 124

Net gain on sale of securities

7

Increase in cash surrender value of insurance

99 100

Other

(343 ) 118

Total noninterest income

606 750

Noninterest expense:

Salaries and employee benefits

1,684 2,427

Foreclosed assets, net

(9 ) 7

Advertising and promotions

32 56

Data processing

183 206

Occupancy and equipment

373 458

FDIC assessment

19 93

Other

791 1,325

Total noninterest expense

3,073 4,572

Income (loss) before income taxes

434 (680 )

Income tax expense (benefit)

147 (209 )

Net income (loss)

$ 287 $ (471 )

Earnings per common share:

Basic

$ 0.06 $ (0.10 )

Diluted

$ 0.06 $ (0.10 )

Average common shares outstanding:

Basic

4,704,660 4,701,149

Diluted

4,705,531 4,701,149

See accompanying notes to the consolidated financial statements.

2


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1895 BANCORP OF WISCONSIN, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands) - Unaudited

Three months ended
March 31,
2020 2019

Net income (loss)

$ 287 $ (471 )

Other comprehensive income (loss):

Unrealized holding gains (losses) arising during the period

(163 ) 969

Reclassification adjustment for gains realized in net income

(7 )

Other comprehensive income (loss) before tax effect

(170 ) 969

Tax effect of other comprehensive income (loss) items

(46 ) 262

Other comprehensive income (loss), net of tax

(124 ) 707

Comprehensive income

$ 163 $ 236

See accompanying notes to the consolidated financial statements.

3


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1895 BANCORP OF WISCONSIN, INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

(In thousands) - Unaudited

Common
stock
Additional
paid-in
capital
Treasury
Stock
Unallocated
common
stock of
ESOP
Retained
earnings
Accumulated
other
comprehensive
income (loss)
Total

Balance as of January 1, 2019

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

Net loss

(471 ) (471 )

Other comprehensive income

707 707

Net proceeds from stock offering (4,876,677 shares issued)

49 19,980 20,029

Purchase of ESOP (175,528 shares purchased)

(1,755 ) (1,755 )

Balance as of March 31, 2019

$ 49 $ 19,980 $ $ (1,755 ) $ 39,293 $ (876 ) $ 56,691

Balance as of January 1, 2020

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

Net income

287 287

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

(175 ) (175 )

Other comprehensive income

(124 ) (124 )

ESOP shares committed to be released (1,755 shares)

1 17 18

Balance as of March 31, 2020

$ 49 $ 19,982 $ (175 ) $ (1,668 ) $ 40,500 $ (17 ) $ 58,671

See accompanying notes to the consolidated financial statements.

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1895 BANCORP OF WISCONSIN, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands) - Unaudited

Three months ended
March 31,
2020 2019
(unaudited)

Cash flows from operating activities:

Net income (loss)

$ 287 $ (471 )

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

Net amortization of investment securities

68 63

Depreciation

167 172

Net (gain) loss on sale of premises and equipment

33 (97 )

Change in fair value of equity securities

324

Net gain on sale of available for sale securities

(7 )

Provision for (benefit from) deferred income tax

186 (203 )

Originations of mortgage loans held for sale

(27,365 ) (17,201 )

Proceeds from sales of mortgage loans held for sale

27,580 16,863

Net gain on sale of mortgage loans held for sale

(654 ) (124 )

ESOP compensation

18

Net change in cash value of life insurance

(99 ) (100 )

Changes in operating assets and liabilities:

Mortgage servicing rights

236 (14 )

Accrued interest receivable and other assets

(566 ) (106 )

Accrued interest payable and other liabilities

(1,462 ) 80

Net cash (used in) provided by operating activities

(1,254 ) (1,138 )

Cash Flows From Investing Activities

Proceeds from sales of available for sale securities

279

Maturities, prepayments, and calls of available for sale securities

3,961 1,942

Net decrease in loans

7,582 9,747

Net capital receipts (expenditures) for premises and equipment

(135 ) 396

Cash paid, net of cash received for sale of branch

(3,490 )

Net decrease (increase) in Federal Home Loan Bank stock

(1,590 ) 277

Net cash provided by (used in) investing activities

10,097 8,872

Cash Flows From Financing Activities

Net (decrease) increase in deposits

(20,374 ) 3,018

Net increase in advance payments by borrowers for taxes and insurance

3,741 3,093

Proceeds from stock offering

18,274

Proceeds from issuance of Federal Home Loan Bank advances

38,000

Principal payments on Federal Home Loan Bank advances

(9 ) (5,359 )

Net cash (used in) provided by financing activities

21,358 19,026

Net increase (decrease) in cash and cash equivalents

30,201 26,760

Cash and cash equivalents at beginning of period

11,707 7,923

Cash and cash equivalents at end of period

$ 41,908 $ 34,683

Supplemental cash flow information:

Cash paid during the year for interest

$ 952 $ 1,172

Noncash activities:

Loans transferred to loans held for sale

$ 124 $

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

175
On January 4, 2019, the Company sold its West Mitchell Street branch. The sale consisted of premises and equipment and related deposit accounts at the branch. The Company received a premium of $114. In conjunction with the sale, the values of assets and liabilities were as follows:

Cash

$ 3,490

Premises and equipment

686

Deposits

4,290

See accompanying notes to the consolidated financial statements.

5


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NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

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

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

The accompanying unaudited interim financial statements and the notes thereto have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). In the opinion of management, the accompanying unaudited interim financial statements contain all normal recurring adjustments necessary to present fairly the financial positions results of operations, changes in equity and cash flows for the periods presented.

The accompanying unaudited financial statements and related notes should be read in conjunction with the audited annual financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the Securities and Exchange Commission on March 30, 2020.

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

The Company has evaluated subsequent events for potential recognition and/or disclosure through the date of the unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q were issued. On March 11, 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a global pandemic, which continues to spread throughout the United States and around the world. The declaration of a global pandemic indicates that almost all public commerce and related business activities must be, to varying degrees, curtailed with the goal of decreasing the rate of new infections. The outbreak of COVID-19 could 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 are likely to negatively impact its business, financial condition, results of operations and cash flows.

On April 5, 2012, the Jumpstart Our Business Startups Act (the “JOBS Act”) was signed into law. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for qualifying public companies and define an “emerging growth company.” As an emerging growth company, the Company may delay adoption of new or revised financial accounting standards until such date that the standards are required to be adopted by non-issuer companies. If such standards would not apply to non-issuer companies, no deferral would be applicable. The Company intends to take advantage of the benefits of the extended transition periods allowed under the JOBS Act.

Accordingly, the Company’s financial statements may not be comparable to those of public companies that adopt new or revised financial accounting standards as of an earlier date. The effective dates of the following recent accounting standards reflect those that relate to non-issuer companies.

6


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NOTE 2 – RECENT ACCOUNTING STANDARDS

The following ASUs have been issued by the FASB and may impact the Company’s financial statements in future reporting periods:

ASU 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326). ASU 2016-13 requires organizations to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. Early adoption will be permitted for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. On November 15, 2019, the FASB issued ASU 2019-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, amending the effective date for this standard. ASU 2016-13 will be effective for reporting periods beginning after December 15, 2022. Management has elected to defer adoption to the new effective date and is currently evaluating the impact of adopting ASU 2016-13 on the Company’s consolidated financial statements.

ASU 2016-02, Leases (Topic 842). This ASU affects any entity that enters into a lease, and is intended to increase the transparency and comparability of financial reporting. The ASU requires, among other changes, a lessee to recognize on its balance sheet a lease asset and a lease liability for those leases previously classified as operating leases. The lease asset will represent the right to use the underlying asset for the lease term, and the lease liability will represent the discounted value of the required lease payments to the lessor. The ASU will also require entities to disclose key information about leasing arrangements. ASU 2016-02 is effective for interim and annual reporting periods beginning after December 15, 2019. Early adoption is permitted. On November 15, 2019, the FASB issued ASU 2019-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, amending the effective date for this standard. ASU 2016-02 will be effective for reporting periods beginning after December 15, 2021. Management has elected to defer adoption to the new effective date and is currently evaluating the impact of adopting ASU 2016-02 on the Company’s consolidated financial statements.

7


Table of Contents

NOTE 3 – AVAILABLE FOR SALE SECURITIES

The amortized costs and fair values of securities available-for-sale were as follows:

March 31, 2020
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
(in thousands)

Obligations of states and political subdivisions

$ 9,485 $ 57 $ (77 ) $ 9,465

Government-sponsored mortgage-backed securities

53,213 507 (485 ) 53,235

Corporate collateralized mortgage obligations

271 (39 ) 232

Asset-backed securities

2,253 (68 ) 2,185

Certificates of deposit

1,707 81 1,788

Total

$ 66,929 $ 645 $ (669 ) $ 66,905

December 31, 2019
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair
Value
(in thousands)

Obligations of states and political subdivisions

$ 9,779 $ 67 $ (20 ) $ 9,826

Government-sponsored mortgage-backed securities

56,975 416 (357 ) 57,034

Corporate collateralized mortgage obligations

284 5 289

Asset-backed securities

2,484 (19 ) 2,465

Certificates of deposit

1,707 54 1,761

Total

$ 71,229 $ 542 $ (396 ) $ 71,375

Available for sale securities with a carrying value of $2,683 and $2,956 were pledged as collateral at March 31, 2020 and December 31, 2019, respectively.

The amortized costs and fair values of securities available-for-sale, by contractual maturity, are shown below. Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. In addition, expected maturities will differ from contractual maturities for mortgage-backed securities and asset-backed securities, as the expected repayment terms may be less than the underlying mortgage pool contractual maturities. Therefore, these securities are not included in the maturity categories in the maturity summary below.

March 31, 2020
Amortized
Cost
Fair
Value
(in thousands)

Debt and other securities:

Due in one year or less

$ 577 $ 578

Due after one through 5 years

6,874 6,924

Due after 5 through 10 years

2,411 2,458

Due after 10 years

1,330 1,293

Total debt and other securities

11,192 11,253

Mortgage-related securities

53,484 53,467

Asset-backed securities

2,253 2,185

Total

$ 66,929 $ 66,905

8


Table of Contents

NOTE 3 – AVAILABLE FOR SALE SECURITIES (continued)

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

March 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)

Obligations of states and political subdivisions

$ 5,018 $ (49 ) $ 317 $ (28 ) $ 5,335 $ (77 )

Government-sponsored mortgage-backed securities

18,543 (322 ) 12,631 (163 ) 31,174 (485 )

Asset-backed securities

2,138 (68 ) 47 2,185 (68 )

Corporate collateralized obligations

231 (39 ) 231 (39 )

Total

$ 25,930 $ (478 ) $ 12,995 $ (191 ) $ 38,925 $ (669 )

December 31, 2019
Less than 12 months 12 months or longer Total
Fair
Value
Unrealized
Loss
Fair
Value
Unrealized
Loss
Fair
Value
Unrealized
Loss
(in thousands)

Obligations of states and political subdivisions

$ 2,052 $ (14 ) $ 667 $ (6 ) $ 2,719 $ (20 )

Government-sponsored mortgage-backed securities

15,830 (106 ) 16,747 (251 ) 32,577 (357 )

Asset-backed securities

2,394 (18 ) 71 (1 ) 2,465 (19 )

Total

$ 20,276 $ (138 ) $ 17,485 $ (258 ) $ 37,761 $ (396 )

At March 31, 2020 and December 31, 2019, respectively, the Company had 36 and 30 debt securities with unrealized losses representing aggregate depreciation of approximately 1.7% and 1.0% from their respective amortized cost bases. These unrealized losses relate principally to changes in interest rates and were not caused by changes in the financial condition of the issuers, the quality of any underlying assets or applicable credit enhancements. In analyzing whether unrealized losses on debt securities are other-than-temporary, management considers whether the securities are issued by a government body or agency, whether a rating agency has downgraded the securities, industry analysts’ reports, the financial condition and performance of the issuer and the quality of any underlying assets or credit enhancements. As management has the intent and ability to hold these debt securities to projected recovery, none of these declines are deemed to be other-than-temporary.

The following table provides a summary of the proceeds from sales of securities available-for-sale, as well as gross gains and losses, for the periods presented:

Three Months ended
March 31,
2020 2019
(in thousands)

Proceeds from sales of securities available-for-sale

$ 279 $

Gross realized gains

7

Gross realized losses

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NOTE 4 – LOANS

Major classifications of loans are summarized as follows:

March 31,
2020
December 31,
2019
(in thousands)

Commercial:

Real estate

$ 179,799 $ 178,882

Land development

1,598 1,623

Other

33,449 34,072

Residential real estate:

First mortgage

58,493 65,450

Construction

1,793 2,041

Consumer:

Home equity and lines of credit

29,005 29,691

Other

532 611

Subtotal

304,669 312,370

Net deferred loan fees

307 304

Allowance for loan losses

(2,008 ) (2,000 )

Loans, net

$ 302,968 $ 310,674

The Company provides several types of loans to its customers, including commercial, residential, construction and consumer loans. Significant loan concentrations are considered to exist for a financial institution when there are amounts loaned to one borrower or to multiple borrowers engaged in similar activities that would cause them to be similarly impacted by economic or other conditions. While the Company’s credit risks are geographically concentrated within the metropolitan Milwaukee, Wisconsin area, there are no concentrations with individual borrowers or groups of related borrowers.

During the normal course of business, the Company may transfer a portion of a loan as a participation loan to another financial institution in order to manage portfolio risk. In order to be eligible for sales treatment, all cash flows from the loan must be divided proportionately, and rights of each loan holder must have the same priority, the loan holders must have no recourse to the transferor other than standard representations and warranties, and no loan holder can have the right to pledge or exchange the entire loan. As of March 31, 2020 and December 31, 2019, respectively, the Company had transferred $27,750 and $26,153 in participation loans which were eligible for sales treatment to other financial institutions, all of which were being serviced by the Company.

An analysis of past due loans is presented below:

March 31, 2020
31-89 Days
Past Due
90 Days or
More Past
Due
Total Past
Due
Current Total Loans
(in thousands)

Commercial:

Real estate

$ 371 $ $ 371 $ 179,428 $ 179,799

Land development

1,598 1,598

Other

33,449 33,449

Residential real estate:

First mortgage

1,295 227 1,522 56,971 58,493

Construction

1,793 1,793

Consumer:

Home equity and lines of credit

28 7 35 28,970 29,005

Other

532 532

Total

$ 1,694 $ 234 $ 1,928 $ 302,741 $ 304,669

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Table of Contents

NOTE 4 – LOANS (continued)

December 31, 2019
31-89 Days
Past Due
90 Days or
More Past
Due
Total Past
Due
Current Total
Loans
(in thousands)

Commercial:

Real estate

$ $ 180 $ 180 $ 178,702 $ 178,882

Land development

1,623 1,623

Other

148 148 33,924 34,072

Residential real estate:

First mortgage

1,059 537 1,596 63,854 65,450

Construction

2,041 2,041

Consumer:

Home equity and lines of credit

13 13 29,678 29,691

Other

611 611

Total

$ 1,220 $ 717 $ 1,937 $ 310,433 $ 312,370

There were no loans 90 days or more past due and accruing interest as of March 31, 2020 or December 31, 2019.

A summary of activity in the allowance for loan losses for the three months ended March 31, 2020 and 12 months ended December 31, 2019 is presented below:

Commercial Residential Consumer Total
(in thousands)

Three months ended March 31, 2020

Allowance for loan losses

Beginning balance

$ 1,235 $ 573 $ 192 $ 2,000

Provision (credit) for loan losses

Loans charged-off

(5 ) (5 )

Recoveries

6 7 13

Ending balance

$ 1,241 $ 573 $ 194 $ 2,008

Three months ended March 31, 2019

Allowance for loan losses

Beginning balance

$ 1,448 $ 1,250 $ 564 $ 3,262

Provision (credit) for loan losses

Loans charged-off

(37 ) (1 ) (38 )

Recoveries

196 6 202

Ending balance

$ 1,644 $ 1,213 $ 569 $ 3,426

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NOTE 4 – LOANS (continued)

A summary of the allowance for loan losses for loans evaluated individually and collectively for impairment is presented below:

March 31, 2020
Commercial Residential Consumer Total
(in thousands)

Loans:

Individually evaluated for impairment

$ 6,693 $ 661 $ 32 $ 7,386

Collectively evaluated for impairment

208,153 59,625 29,505 297,283

Total loans

$ 214,846 $ 60,286 $ 29,537 $ 304,669

Allowance for loan losses:

Individually evaluated for impairment

$ $ 62 $ 5 $ 67

Collectively evaluated for impairment

1,241 511 189 1,941

Total allowance for loan losses

$ 1,241 $ 573 $ 194 $ 2,008

December 31, 2019
Commercial Residential Consumer Total
(in thousands)

Loans:

Individually evaluated for impairment

$ 6,931 $ 1,078 $ 32 $ 8,041

Collectively evaluated for impairment

207,646 66,413 30,270 304,329

Total loans

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

Allowance for loan losses:

Individually evaluated for impairment

$ $ 62 $ 5 $ 67

Collectively evaluated for impairment

1,235 511 187 1,933

Total allowance for loan losses

$ 1,235 $ 573 $ 192 $ 2,000

The Company regularly evaluates various attributes of loans to determine the appropriateness of the allowance for loan losses. The credit quality indicators monitored differ depending on the class of loan.

Pass ratings are assigned to loans with adequate collateral and debt service ability such that collectability of the contractual loan payments is highly probable.

Watch and Special Mention ratings are assigned to loans where management has some concern that the collateral or debt service ability may not be adequate, though the collectability of the contractual loan payments is still probable.

Substandard ratings are assigned to loans that do not have adequate collateral and/or debt service ability such that collectability of the contractual loan payments is no longer probable.

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NOTE 4 – LOANS (continued)

A summary of the Company’s internal risk ratings of loans is presented below:

March 31, 2020
Pass Watch and
Special
Mention
Substandard Total
(in thousands)

Commercial:

Real estate

$ 169,812 $ 4,627 $ 5,360 $ 179,799

Land development

1,598 1,598

Other

25,603 7,045 801 33,449

Total

$ 195,415 $ 13,270 $ 6,161 $ 214,846

December 31, 2019
Pass Watch and
Special
Mention
Substandard Total
(in thousands)

Commercial:

Real estate

$ 168,834 $ 4,418 $ 5,630 $ 178,882

Land development

1,623 1,623

Other

27,522 5,517 1,033 34,072

Total

$ 196,356 $ 11,558 $ 6,663 $ 214,577

There were no loans rated Doubtful or Loss as of March 31, 2020 and December 31, 2019.

Residential real estate and consumer loans are generally evaluated based on whether or not loans are performing in accordance with their contractual terms. Information regarding the credit quality indicators most closely monitored for residential real estate and consumer loans is presented below:

March 31, 2020
Performing Non
Performing
Total
(in thousands)

Residential real estate:

First mortgage

$ 57,012 $ 1,481 $ 58,493

Construction

1,793 1,793

Consumer:

Home equity and lines of credit

28,865 140 29,005

Other

532 532

Total

$ 88,202 $ 1,621 $ 89,823

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NOTE 4 – LOANS (continued)

December 31, 2019
Performing Non
Performing
Total
(in thousands)

Residential real estate:

First mortgages

$ 63,760 $ 1,690 $ 65,450

Construction

2,041 2,041

Consumer:

Home equity and lines of credit

29,548 143 26,691

Other

611 611

Total

$ 95,960 $ 1,833 $ 97,793

Information regarding impaired loans is presented below:

As of and for the Three Months Ended March 31, 2020
Recorded
Investment
Unpaid
Principal
Reserve Average
Investment
Interest
Recognized
(in thousands)

Impaired loans with reserve:

Commercial:

Real estate

$ $ $ $ $

Land development

Other

Residential real estate:

First mortgages

62 62 62 62

Construction

Consumer:

Home equity and lines of credit

5 6 5 5

Other

Total impaired loans with reserve

67 68 67 67

Impaired loans with no reserve:

Commercial:

Real estate

5,838 5838 NA 5,855 67

Land development

NA

Other

855 855 NA 835 17

Residential real estate:

First mortgages

599 870 NA 720 85

Construction

NA

Consumer:

Home equity and lines of credit

27 56 NA 27 1

Other

NA

Total impaired loans with no reserve

7,319 7,619 NA 7,437 170

Total impaired loans

$ 7,386 $ 7,687 $ 67 $ 7,504 $ 170

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NOTE 4 – LOANS (continued)

As of and for the Year Ended December 31, 2019
Recorded
Investment
Unpaid
Principal
Reserve Average
Investment
Interest
Recognized
(in thousands)

Impaired loans with reserve:

Commercial:

Real estate

$ $ $ $ $

Land development

Other

Residential real estate:

First mortgages

62 62 62 43

Construction

Consumer:

Home equity and lines of credit

5 6 5 16

Other

Total impaired loans with reserve

67 68 67 59

Impaired loans with no reserve:

Commercial:

Real estate

5,840 5,840 NA 1,824 87

Land development

NA 126

Other

1,091 1,091 NA 488 23

Residential real estate:

First mortgages

1,016 1,350 NA 1,056 18

Construction

NA

Consumer:

Home equity and lines of credit

27 56 NA 29

Other

NA

Total impaired loans with no reserve

7,974 8,337 NA 3,523 128

Total impaired loans

$ 8,041 $ 8,405 $ 67 $ 3,582 $ 128

Management regularly monitors impaired loan relationships. In the event facts and circumstances change, additional reserves may be necessary.

There were no additional funds committed to impaired loans as of March 31, 2020 and December 31, 2019.

Nonperforming loans are as follows:

March 31,
2020
December 31,
2019
(in thousands)

Nonaccrual loans, other than troubled debt restructurings

$ 1,211 $ 1,416

Nonaccrual loans, troubled debt restructurings

410 597

Total nonperforming loans (NPLs)

$ 1,621 $ 2,013

Restructured loans, accruing

$ 442 $ 466

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There were no loans modified as troubled debt restructurings during the three months ended March 31, 2020 and year ended December 31, 2019. As of April 30, 2020, we have approximately $18.3 million of loans where customers asked us to forebear approximately $461,000 of principal, interest or escrow payments from 1 month to 3 months in time. Any modifications or forbearances permitted to COVID-19 affected borrowers, per regulatory guidance, are not required to be recorded as TDRs.

The Company considers a troubled debt restructuring in default if it becomes past due more than 90 days. There were no troubled debt restructurings within the past twelve months for which there was a default during the three months ended March 31, 2020 and 2019.

Information on non-accrual loans is presented below:

March 31,
2020
December 31,
2019
(in thousands)

Commercial:

Real estate

$ $ 180

Land development

Other

Residential real estate:

First mortgages

1,481 1,690

Construction

Consumer:

Home equity and lines of credit

140 143

Other

Total non-accrual loans

$ 1,621 $ 2,013

Total non-accrual loans to total loans

0.53 % 0.64 %

Total non-accrual loans to total assets

0.36 % 0.47 %

NOTE 5 – MORTGAGE SERVICING RIGHTS

Loans serviced for others are not included in the balance sheets. The unpaid principal balance of mortgage loans serviced for others was $335,251 and $336,722 as of March 31, 2020 and December 31, 2019, respectively.

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NOTE 5 – MORTGAGE SERVICING RIGHTS (continued)

A summary of activity in the Company’s mortgage servicing rights is presented below:

Three Months
Ended March 31,
2020
Three Months
Ended March 31,
2019
(in thousands)

Mortgage servicing rights beginning balance

$ 2,172 $ 2,103

Additions

99 79

Amortization

(118 ) (65 )

Valuation Allowance

(217 )

Mortgage servicing rights ending balance

$ 1,936 $ 2,117

Fair value at beginning of period

$ 2,404

Fair value at end of period

$ 1,958

The estimated fair value of mortgage servicing rights was determined using a valuation model that calculates the present value of expected future servicing and ancillary income, net of expected servicing costs. The model incorporates various assumptions such as discount rates, prepayment speeds and ancillary income and servicing costs. As of March 31, 2020, the model used discount rates ranging from 10% to 14%, and prepayment speeds ranging from 15% to 46%, respectively, both of which were based on market data from independent organizations.

The following table summarizes the estimated future amortization expense for mortgage servicing rights for the periods indicated. The projections of amortization expense are based on existing asset balances as of March 31, 2020. The actual amortization expense the Company recognizes in any given period may vary significantly depending on changes in interest rates, market conditions and regulatory requirements.

(in thousands)

Estimated future amortization as of March 31, 2020:

2020

409

2021

383

2022

358

2023

333

2024

305

Thereafter

148

Total

$ 1,936

NOTE 6 – DEPOSITS

The composition of deposits is summarized below:

March 31,
2020
December 31,
2019
(in thousands)

Non-interest bearing checking

$ 60,155 $ 62,768

Interest bearing checking

24,905 25,432

Money market

68,055 65,999

Statement savings

48,963 47,981

Certificates of deposit

122,144 142,416

Total

$ 324,222 $ 344,596

The Company held $15,142 and $16,260 in certificates of deposit which met or exceeded the FDIC insurance limit of $250 as of March 31, 2020 and December 31, 2019, respectively.

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NOTE 6 – DEPOSITS (continued)

The scheduled maturities of certificates of deposit are presented below:

March 31, 2020
(in thousands)

2020

$ 91,241

2021

26,189

2022

3,178

2023

603

2024

661

Thereafter

272

Total

$ 122,144

NOTE 7 – FEDERAL HOME LOAN BANK ADVANCES

Federal Home Loan Bank advances consist of the following:

March 31, 2020 December 31, 2019
Rate Amount Rate Amount
(dollars in thousands)

Fixed rate, fixed term advances

1.41% - 1.62 % $ 20,000 1.41 % $ 7,000

Putable advance, maturing Oct 2029 first put option date Nov 2020

1.03 % 10,000 1.03 % 10,000

Putable advance, maturing Feb 2030 first put option date Feb 2023

0.98 % 5,000

Putable advance, maturing Mar 2030 first put option date Mar 2025

0.89 % 10,000

Advance structured note, payments due monthly, maturing Feb 2030

7.47 % 614 7.47 % 623

Advance structured note, payments due monthly, maturing April 2030

1.05 % 10,000

Total

$ 55,614 $ 17,623

The scheduled maturities of Federal Home Loan Bank advances are presented below:

March 31, 2020
Weighted
Average Rate
Amount
(dollars in thousands)

2020

1.33 % $ 664

2021

1.40 % 8,002

2022

1.34 % 7,516

2023

1.36 % 7,530

2024

1.37 % 1,044

Thereafter

1.12 % 30,858

Total

$ 55,614

Actual maturities may differ from scheduled maturities due to call options on various Federal Home Loan Bank advances.

The Company maintains a master contract agreement with the Federal Home Loan Bank, which provides for borrowing up to the lesser of 22.22 times the value of the Federal Home Loan Bank stock owned, a determined percentage of the book value of the Company’s qualifying real estate loans, or a determined percentage of the Company’s assets. The Federal Home Loan Bank provides both fixed and floating rate advances. Floating rates are tied to short-term market rates of interest such as the London InterBank Offered Rate, federal funds or Treasury bill rates. Federal Home Loan Bank advances are subject to a prepayment penalty if they are repaid prior to maturity. The Company has pledged approximately $120,114 and $125,483 of qualifying loans as collateral for Federal Home Loan Bank advances as of March 31, 2020 and December 31, 2019, respectively. Federal Home Loan Bank

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advances are also secured by approximately $2,503 and $913 of Federal Home Loan Bank stock held by the Company as of March 31, 2020 and December 31, 2019, respectively. The Company’s available and unused portion of this borrowing agreement totaled $63,643 and $107,019 as of March 31, 2020 and December 31, 2019, respectively. Additional borrowing would require additional stock purchase.

NOTE 8 – INCOME TAXES

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

NOTE 9 – COMMITMENTS AND CONTINGENCIES

In the normal course of business, the Company may be involved in various legal proceedings. In the opinion of management, any liability resulting from such proceedings would not have a material adverse effect on the Company’s financial statements. No material legal proceedings existed at March 31, 2020.

In the normal course of business, the Company is party to financial instruments with off-balance-sheet risk to meet the financing needs of its customers. These instruments include commitments to extend credit and commitments to sell loans. These instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized on the balance sheets.

The Company’s exposure to credit losses is represented by the contractual, or notional, amount of these commitments. The Company follows the same credit policies in making commitments as it does for on-balance-sheet instruments. As some of the commitments are expected to expire without being drawn upon, and some of the commitments may not be drawn upon to the total extent of the commitment, the notional amount of these commitments does not necessarily represent future cash requirements of the Company.

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NOTE 9 – COMMITMENTS AND CONTINGENCIES (continued)

The contractual amounts of off-balance-sheet credit-related financial instruments are summarized below:

March 31, 2020
Fixed
Rate
Variable
Rate
Total
(in thousands)

Commitments to extend credit

$ 19,534 $ 33,702 $ 53,236

Standby letters of credit

23 2,125 2,148

Credit enhancement under the FHLB of Chicago Mortgage Partnership Finance Program

857 857

Commitments to sell loans

57,026 57,026

Overdraft protection program commitments

4,076 4,076
December 31, 2019
Fixed
Rate
Variable
Rate
Total
(in thousands)

Commitments to extend credit

$ 21,745 $ 36,108 $ 57,853

Standby letters of credit

Credit enhancement under the FHLB of Chicago Mortgage Partnership Finance Program

841 841

Commitments to sell loans

10,917 10,917

Overdraft protection program commitments

4,129 4,129

Commitments to extend credit and commitments to sell loans are agreements to lend to a customer at fixed or variable rates, as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The amount of collateral obtained upon extension of credit is based on management’s credit evaluation of the customer. Collateral held varies but may include accounts receivable; inventory; property, plant and equipment; real estate; and stocks and bonds.

Standby letters of credit are conditional lending commitments issued by the Company to guarantee the performance of a customer to a third party. Generally, all standby letters of credit have expiration dates within one year. The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loan facilities to customers. The Company generally holds collateral supporting these commitments. Standby letters of credit are not reflected in the financial statements, since recording the fair value of these guarantees would not have a significant impact on the financial statements.

The Company participates in the Federal Home Loan Bank of Chicago Mortgage Partnership Finance Program (the “Program”). In addition to entering into forward commitments to sell mortgage loans to a secondary market agency, the Company enters into firm commitments to deliver loans to the Federal Home Loan Bank of Chicago through the Program. Under the Program, loans are funded by the Federal Home Loan Bank of Chicago, and the Company receives an agency fee reported as a component of gain on sale of loans. The Company had $12,906 of commitments to deliver loans through the Program as of March 31, 2020. Once delivered to the Program, the Company provides a contractually agreed-upon credit enhancement and performs servicing of the loans. Under the credit enhancement, the Company is liable for losses on loans delivered through the Program after application of any mortgage insurance and a contractually agreed-upon credit enhancement provided by the Program, subject to an agreed-upon maximum. The Company receives a fee for this credit enhancement. The Company records a liability for expected losses in excess of anticipated credit enhancement fees. As of March 31, 2020 and December 31, 2019, the Company had no liability outstanding related to the Program.

Unfunded commitments under overdraft protection agreements are commitments for possible future extensions of credit to existing customers. These lines of credit may or may not require collateral and may or may not contain a specific maturity date.

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NOTE 10 – EMPLOYEE STOCK OWNERSHIP PLAN

The Company established a tax qualified Employee Stock Ownership Plan (“ESOP”) for the benefit of its employees in conjunction with the Reorganization, effective January 1, 2019. Eligible employees become 20% vested in their accounts after 1 year of service, 40% vested after 2 years of service, 60% vested after 3 years of service, 80% vested after 4 years of service, and 100% vested after 5 or more years of service, or earlier, upon death, disability or attainment of normal retirement age.

The ESOP purchased 175,528 shares of the Company’s common stock, which was funded by a loan from the Company. Unreleased ESOP shares collateralize the loan payable, and the cost of the shares is recorded as contra-equity account in the stockholders’ equity of the Company. Shares are to be released as debt payments are made by the ESOP to the loan. The ESOP’s sources of repayment of the loan can included dividends, if any, on the unallocated stock held by the ESOP, and discretionary contributions from the Company to the ESOP and earnings thereon.

Compensation expense for the ESOP is recorded at an amount equal to the shares allocated by the ESOP multiplied by the average fair market value of the shares during the period. The Company recognizes compensation expense ratably over the year based upon the Company’s estimate of the number of shares expected to be allocated by the ESOP. Unearned compensation applicable to the ESOP is reflected as a reduction of stockholders’ equity in the consolidated balance sheet. The difference between the average fair market value and the cost of the shares allocated by the ESOP is recorded as an adjustment to stockholders’ equity. The Company recognized $18 and $17 in compensation expense for the three months ended March 31, 2020 and March 31, 2019, respectively.

The following table provides the allocated and unallocated shares of common stock associated with the ESOP.

March 31,
2020
December 31,
2019
(dollars in thousands)

Shares committed to be released

1,755 7,021

Total allocated shares

7,021

Total unallocated shares

166,752 168,507

Total ESOP shares

175,528 175,528

Fair value of unallocated shares (based on $7.89 and $10.78 share price as of March 31, 2020 and December 31, 2019, respectively)

$ 1,316 $ 1,817

NOTE 11 – RELATED PARTY TRANSACTIONS

A summary of loans to directors, executive officers, and their affiliates follows:

March 31,
2020
December 31,
2019
(in thousands)

Beginning balance

$ 1,172 $ 1,289

New loans

4 378

Repayments

(77 ) (495 )

Ending balance

$ 1,099 $ 1,172

Deposits from directors, executive officers, and their affiliates totaled $1,238 and $1,686 at March 31, 2020 and December 31, 2019, respectively.

The Company utilizes the services of law firms in which certain of the Company’s directors are partners. Fees paid to the firms for these services were $7 and $12 during the three months ended March 31, 2020 and 2019, respectively.

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NOTE 12 – FAIR VALUE MEASUREMENTS

ASC Topic 820, Fair Value Measurements and Disclosures defines fair values, establishes a framework for measuring fair value and expands disclosures about fair value measurements. This accounting standard applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements. The standard also emphasizes that fair value (i.e., the price that would be received in an orderly transaction that is not a forced liquidation or distressed sale at the measurement date), among other things, is based on exit price versus entry price, should include assumptions about risk such as nonperformance risk in liability fair values, and is a market-based measurement, not an entity-specific measurement. When considering the assumptions that market participants would use in pricing an asset or liability, this accounting standard establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

The fair value hierarchy prioritizes inputs used to measure fair value into three broad levels.

Level 1 inputs – In general, fair values determined by Level 1 inputs use quoted market prices in active markets for identical assets or liabilities that we have the ability to access.

Level 2 inputs – Fair values determined by Level 2 inputs use inputs other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets where there are few transactions and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 inputs – Level 3 inputs are unobservable inputs for the asset or liability and include situations where there is little, if any, market activity for the asset or liability.

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

Some assets and liabilities, such as securities available-for-sale, are measured at fair value on a recurring basis under accounting principles generally accepted in the United States. Other assets and liabilities, such as impaired loans, may be measured at fair value on a nonrecurring basis.

Following is a description of the Company’s valuation methodology and significant inputs used for each asset and liability measured at fair value on a recurring or nonrecurring basis.

Securities – Marketable equity securities and securities available-for-sale may be classified as Level 1 or Level 2 measurements within the fair value hierarchy. Level 1 securities include equity securities traded on a national exchange. The fair value measurements of Level 1 securities are based on the quoted market price of those securities. Level 2 securities include U.S. government and agency securities, obligations of states and political subdivisions, corporate debt securities and mortgage-related securities. The fair value measurements of Level 2 securities are obtained from independent pricing services and are based on recent sales of similar securities and other observable market data.

Impaired loans – Loans are not measured at fair value on a recurring basis. However, loans determined to be impaired may be measured at fair value on a nonrecurring basis. The fair value measurements of collateral-dependent impaired loans are based on the fair values of the underlying collateral. Independent appraisals are obtained to determine the fair values of underlying collateral, and generally utilize one or more valuation methodologies, typically includes comparable sales and income approaches. Management routinely evaluates the fair value measurements of independent appraisers and adjusts those valuations based on differences noted between actual selling prices of collateral and the most recently appraised value. Such adjustments are usually significant, which results in a Level 3 classification. All other impaired loan measurements are based on the present value of expected future cash flows discounted at the applicable effective interest rate and are not considered fair value measurements.

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NOTE 12 – FAIR VALUE MEASUREMENTS (continued)

Assets measured at fair value on a recurring basis are summarized below, along with the level of the fair value hierarchy of the inputs utilized to determine such fair value.

Recurring Fair Value
Measurements Using
March 31, 2020 Level 1 Level 2 Level 3
(in thousands)

Marketable equity securities:

$ 2,044 $ 2,044 $ $

Securities available-for-sale:

Obligations of states and political subdivisions

9,465 9,465

Government-sponsored mortgage-backed securities

53,235 53,235

Corporate collateralized mortgage obligations

232 232

Asset-backed securities

2,185 2,185

Certificates of deposit

1,788 1,788

Total

$ 68,949 $ 2,044 $ 66,905 $

Recurring Fair Value
Measurements Using
December 31, 2019 Level 1 Level 2 Level 3
(in thousands)

Marketable equity securities:

$ 2,553 $ 2,553 $ $

Securities available-for-sale:

Obligations of states and political subdivisions

9,826 9,826

Government-sponsored mortgage-backed securities

57,034 57,034

Corporate collateralized mortgage obligations

289 289

Asset-backed securities

2,465 2,465

Certificates of deposit

1,761 1,761

Total

$ 73,928 $ 2,553 $ 71,375 $

Loans with a carrying amount of $67 and $67, respectively, were considered impaired and written down to their estimated fair value of $0 and $0 as of March 31, 2020 and December 31, 2019, respectively. As a result, the Company recognized a specific valuation allowance against these impaired loans totaling $67 and $67 as of March 31, 2020 and December 31, 2019, respectively. There were no foreclosed assets as of March 31, 2020 and December 31, 2019.

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NOTE 12 – FAIR VALUE MEASUREMENTS (continued)

The carrying values and estimated fair values of financial instruments are presented below:

March 31, 2020
Carrying
Value
Level 1 Level 2 Level 3
(in thousands)

Financial assets:

Cash and cash equivalents

$ 41,908 $ 41,908 $ $

Available for sale securities

66,905 66,905

Marketable equity securities stated at fair value

2,044 2,044

Loans held for sale

1,248 1,248

Loans

302,968 308,381

Accrued interest receivable

970 970

Federal Home Loan Bank stock

2,503 2,503

Cash value of life insurance

13,184 13,184

Financial liabilities:

Deposits

324,222 202,078 122,785

Advance payments by borrowers for taxes and insurance

5,422 5,422

Federal Home Loan Bank advances

55,614 56,398

Accrued interest payable

372 372

December 31, 2019
Carrying
Value
Level 1 Level 2 Level 3
(in thousands)

Financial assets:

Cash and cash equivalents

$ 11,707 $ 11,707 $ $

Available for sale securities

71,375 71,375

Marketable equity securities stated at fair value

2,553 2,553

Loans held for sale

685 685

Loans

310,674 310,993

Accrued interest receivable

963 963

Federal Home Loan Bank stock

913 913

Cash value of life insurance

13,085 13,085

Financial liabilities:

Deposits

344,596 202,180 142,708

Advance payments by borrowers for taxes and insurance

1,681 1,681

Federal Home Loan Bank advances

17,623 17,976

Accrued interest payable

385 385

The fair value of a financial instrument is the current amount that would be exchanged between market participants, other than in a forced liquidation. Fair value is best determined based on quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. Consequently, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.

Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instrument. These estimates to not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular instrument. Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other factors. These estimates are subjective in nature and involve uncertainties and matters that could affect the estimates. Fair value estimates are based on existing on- and off-balance-sheet financial instruments without attempting to estimate the value of anticipated future business.

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NOTE 12 – FAIR VALUE MEASUREMENTS (continued)

Deposits with no stated maturities are defined as having a fair value equivalent to the amount payable on demand. This prohibits adjusting fair value derived from retaining those deposits for an expected future period of time. This component, commonly referred to as a deposit base intangible, is neither considered in the above amounts, nor is it recorded as an intangible assets on the balance sheets. In addition, the tax ramifications related to the realization of unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates.

NOTE 13 – EQUITY AND REGULATORY MATTERS

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

Quantitative measures established by regulation to ensure capital adequacy require PyraMax Bank to maintain minimum amounts and ratios (set forth in the table below) of Common Equity Tier 1, Tier 1 and Total capital to risk-weighted assets, and of Tier 1 capital to average assets. It is management’s opinion that PyraMax Bank met all applicable capital adequacy requirements as of March 31, 2020 and December 31, 2019.

As of March 31, 2020 and December 31, 2019, PyraMax Bank was categorized as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, PyraMax Bank must maintain minimum regulatory capital ratios as set forth in the table below. PyraMax Bank’s actual and required capital amounts and ratios are presented below:

March 31, 2020
Actual For Capital Adequacy
Purposes
To Be Well Capitalized Under
Prompt Corrective Action
Provisions
Amount Ratio Amount Ratio Amount Ratio
(dollars in thousands)

PyraMax Bank

Leverage (Tier 1)

$ 46,634 10.9 % $ 17,147 4.0 % $ 21,434 5.0 %

Risk-based:

Common Equity Tier 1

46,634 13.8 % 15,206 4.5 % 21,964 6.5 %

Tier 1

46,634 13.8 % 20,275 6.0 % 27,033 8.0 %

Total

48,642 14.4 % 27,033 8.0 % 33,791 10.0 %

December 31, 2019
Actual For Capital Adequacy
Purposes
To Be Well Capitalized Under
Prompt Corrective Action
Provisions
Amount Ratio Amount Ratio Amount Ratio
(dollars in thousands)

PyraMax Bank

Leverage (Tier 1)

$ 46,316 10.7 % $ 17,392 4.0 % $ 21,740 5.0 %

Risk-based:

Common Equity Tier 1

46,316 13.5 % 15,391 4.5 % 22,232 6.5 %

Tier 1

46,316 13.5 % 20,522 6.0 % 27,362 8.0 %

Total

48,316 14.1 % 27,362 8.0 % 34,203 10.0 %

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NOTE 14 – EARNINGS PER SHARE

Basic earnings per common share is computed by dividing net income by the weighted average number of common shares outstanding, adjusted for weighted average unallocated ESOP shares, during the applicable period, excluding outstanding participating securities. Participating securities include non-vested restricted stock awards and restricted stock units, though no actual shares of common stock related to restricted stock units are issued until the settlement of such units, to the extent holders of these securities receive non-forfeitable dividends or dividend equivalents at the same rate as holders of the Company’s common stock. Diluted earnings per share is computed using the weighted-average number of shares determined for the basic earnings per common share computation plus the dilutive effect of stock compensation using the treasury stock method. Antidilutive options are disregarded in earnings per share calculations.

Earnings per common share for the three months ended March 31, 2020 and the three months ended March 31, 2019 are presented in the following table.

Three months ended
March 31, 2020
Three months ended
March 31, 2019
(In thousands, except per share amounts)

Net income (loss)

$ 287 $ (471 )

Weighted shares outstanding for basic EPS

Weighted average shares outstanding

4,877 4,877

Less: Weighted average unallocated ESOP shares

172 176

Weighted average shares outstanding for basic EPS

4,705 4,701

Additional dilutive shares

1

Weighted average shares outstanding for dilutive EPS

4,706 4,701

Basic and diluted income (loss) per share

$ 0.06 $ (0.10 )

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NOTE 15 – STOCK BASED COMPENSATION

Stock-Based Compensation Plan

On March 27, 2020, the Company’s stockholders approved the 1895 Bancorp of Wisconsin, Inc. 2020 Equity Incentive Plan (the “2020 Equity Incentive Plan”). A total of 238,467 stock options and 95,387 restricted shares were approved for award. The stock options granted to employees and non-employee directors under this plan vest in five installments with the first installment vesting on the first anniversary of the date of grant. The exercise price for all stock options granted is equal to the quoted NASDAQ market close price on the date that the awards were granted and expire ten years after the grant date, if not exercised. The restricted stock awards granted to employees and non-employee directors under this plan vest in five installments with the first installment vesting on the first anniversary of the date of grant.

Accounting for Stock-Based Compensation Plan

The fair value of stock options granted is estimated on the grant date using a Black-Scholes pricing model. The fair value of restricted shares is equal to the quoted NASDAQ market closing price on the date of grant. The fair value of stock grants is recognized as compensation expense on a straight-line basis over the vesting period of the grants. Compensation expense is included in compensation, payroll taxes and other employee benefits in the consolidated statements of income.

A summary of the Company’s stock option activity for the period ended March 31, 2020 is presented below.

Stock Options Shares Weighted
Average
Exercise Price
Weighted
Average
Remaining in
Contractual
Term (Years)
Aggregate
Intrinsic
Value

Outstanding December 31, 2019

$

Granted

59,615 7.88

Exercised

Forfeited

Outstanding March 31, 2020

59,615 7.88 9.93

Options exercisable at March 31, 2020

59,615 7.88 9.93

The Company amortizes the expense related to stock options as compensation expense over the vesting period. No expense for the stock options granted was recognized during the period ended March 31, 2020. At March 31, 2020, the Company had $118 in estimated unrecognized compensation costs related to outstanding stock options that is expected to be recognized over a weighted average period of five years.

Restricted Stock Shares Weighted Average
Grant Date Fair
Value

Nonvested at December 31, 2019

$

Granted

23,845 7.88

Vested

Forfeited

Nonvested at March 31, 2020

23,845 $ 7.88

The Company amortizes the expense related to restricted stock awards as compensation expense over the vesting period. No expense for the restricted stock awards was recognized during the period ended March 31, 2020. At March 31, 2020, the Company had $188 of unrecognized compensation expense related to restricted stock shares that is expected to be recognized over a weighted average period of five years.

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NOTE 16 – SUBSEQUENT EVENT

On April 24, 2020 the Board of Directors authorized grants of restricted stock awards and incentive stock options to certain officers and employees. A total of 60,104 restricted shares and 150,500 incentive stock options were granted under the 2020 Equity Incentive Plan. These restricted stock awards and incentive stock options vest in five equal annual installments beginning on the first anniversary of the grant date. The Company approximates $770 of unrecognized compensation expense related to stock compensation plans to be amortized over the vesting period of five years.

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Item 2.

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

General

Management’s discussion and analysis of financial condition and results of operations at March 31, 2020 and for the three months ended March 31, 2020 is intended to assist in understanding the financial condition and results of operations of the Company. The information contained in this section should be read in conjunction with the unaudited financial statements and the notes thereto appearing in Part I, Item 1, of this Quarterly Report on Form 10-Q.

Cautionary Note Regarding Forward-Looking Statements

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

statements of our goals, intentions and expectations;

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

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

estimates of our risks and future costs and benefits.

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

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

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

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

our ability to access cost-effective funding;

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

demand for loans and deposits in our market area;

our ability to implement and change our business strategies;

competition among depository and other financial institutions;

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

adverse changes in the securities or secondary mortgage markets;

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

the impact of the Dodd-Frank Act and the implementing regulations;

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

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

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

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

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

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

changes in consumer spending, borrowing and savings habits;

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

our ability to retain key employees;

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

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

The outbreak of Coronavirus Disease 2019 (“COVID-19”) will continue to adversely impact a broad range of industries in which the Company’s customers operate and impair their ability to fulfill their financial obligations to the Company. The World Health Organization has declared COVID-19 to be a global pandemic indicating that almost all public commerce and related business activities must be, to varying degrees, curtailed with the goal of decreasing the rate of new infections.

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

Because of the above and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. Additional factors that may affect our results are discussed in our Annual Report on Form 10-K under the heading “Risk Factors.”

Critical Accounting Policies

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

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

The following represent our critical accounting policies:

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

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

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The analysis has two components, specific and general allowances. The specific allowance is for unconfirmed losses related to loans that are determined to be impaired. Impairment is measured by determining the present value of expected future cash flows or, for collateral-dependent loans, the fair value of the collateral, adjusted for market conditions and selling expenses. If the fair value of the loan is less than the loan’s carrying value, a charge is recorded for the difference. The general allowance, which is for loans reviewed collectively, is determined by segregating the remaining loans by type of loan, risk weighting (if applicable) and payment history. We also analyze historical loss experience, delinquency trends, general economic conditions and geographic and industry concentrations.

This analysis establishes historical loss percentages and qualitative factors that are applied to the loan groups to determine the amount of the allowance for loan losses necessary for loans that are reviewed collectively. The qualitative component is critical in determining the allowance for loan losses as certain trends may indicate the need for changes to the allowance for loan losses based on factors beyond the historical loss history. Not incorporating a qualitative component could misstate the allowance for loan losses. Actual loan losses may be significantly more than the allowances we have established which could result in a material negative effect on our financial results.

Fair Value . The fair value of a financial instrument is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Company estimates the fair value of a financial instrument and any related asset impairment using a variety of valuation methods. Where financial instruments are actively traded and have quoted market prices, quoted market prices are used for fair value. When the financial instruments are not actively traded, other observable market inputs, such as quoted prices of securities with similar characteristics, may be used, if available, to determine fair value. When observable market prices do not exist, the Company estimates fair value. These estimates are subjective in nature and any imprecision in estimating these factors can impact the amount of gain or loss recorded. A more detailed description of the fair values measured at each level of the fair value hierarchy and the methodology utilized by the Company can be found in Note 12 of the Notes to Financial Statements.

Comparison of Financial Condition at March 31, 2020 and December 31, 2019

Total Assets. Total assets increased $19.9 million, or 4.6%, to $447.9 million at March 31, 2020 from $428.0 million at December 31, 2019. The increase was primarily due to the increase in cash and cash equivalents of $30.2 million during the three month period ended March 31, 2020. Total assets were also impacted by a $4.5 million, or 6.3%, decrease in available-for-sale securities, as well as a $7.7 million decrease in net loans. Additionally, total assets increased due to the $1.6 million, or 174.1%, increase in Federal Home Loan Bank of Chicago (“FHLB”) stock purchased by the Company.

Cash and Cash Equivalents. Cash and cash equivalents increased $30.2 million, or 258.0%, to $41.9 million at March 31, 2020 from $11.7 million at December 31, 2019. The increase was due primarily to the increase of $38.0 million in FHLB advances during the three months ended March 31, 2020. The increase in cash and cash equivalents due to FHLB advances was partially offset by a decrease in available-for-sale securities of $4.5 million for the same period.

Available-for-Sale Securities. Available-for-sale securities decreased $4.5 million, or 6.3%, to $66.9 million at March 31, 2020 from $71.4 million at December 31, 2019. The decrease was due primarily to maturities, prepayments and calls of available for sale securities totaling $4.0 million.

Loans Held for Sale. Loans held for sale increased $563,000, or 82.2%, to $1.2 million at March 31, 2020 from $685,000 at December 31, 2019. The increase was due primarily to additional first mortgage residential real estate loan balances being sold into the secondary market as a result of the falling interest rate environment.

Net Loans. Net loans decreased $7.7 million, or 2.5%, to $303.0 million at March 31, 2020 from $310.7 million at December 31, 2019. The decrease was due primarily to the decrease in first mortgage residential real estate loans transferred to loans held for sale and a decrease in home equity lines of credit due to normal payment and refinancing activity.

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Deposits. Deposits decreased $20.4 million, or 5.9%, to $324.2 million at March 31, 2020 from $344.6 million at December 31, 2019. This decrease was primarily due to a $20.3 million decrease in certificates of deposits to $122.1 million at March 31, 2020 from $142.4 million at December 31, 2019. Brokered certificates of deposits decreased $13.0 million as we replaced maturing brokered certificates with lower cost FHLB advances. Consumer and business certificates of deposit decreased $7.3 million as we changed our marketing focus to concentrate on non-maturing deposits such as savings accounts and money market accounts, which increased $982,000 and $2.1 million, respectively. These accounts carry lower interest rates and offer more flexibility in a changing rate environment.

Advance Payments by Borrowers for Taxes and Insurance. Advance payments by borrowers for taxes and insurance increased $3.7 million, or 222.5%, to $5.4 million at March 31, 2020 from $1.7 million at December 31, 2019. The increase was due to normal seasonal activity.

Borrowings. Borrowings, consisting entirely of FHLB advances, increased $38.0 million, or 215.6%, to $55.6 million at March 31, 2020 from $17.6 million at December 31, 2019. The increase was due to the $38.0 million in proceeds from the issuance of lower cost FHLB advances during the three months ended March 31, 2020, partially offset by principal repayments on existing advances of $9,000 during the same period. The advances replaced $13.0 million in maturing brokered certificates of deposit.

Total Equity. Total equity increased $6,000, or 0.01%, to $58.7 million at March 31, 2020 from $58.7 million at December 31, 2019. The Company reclassified shares purchased by PyraMax Bank in its deferred compensation plan to treasury stock at March 31, 2020, resulting in a reduction in total equity of $175,000. The change in total equity was also impacted by net income of $287,000 and other comprehensive income of $163,000 for the three months ended March 31, 2020.

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Average Balances and Yields

The following tables present information regarding average balances of assets and liabilities, the total dollar amounts of interest income and dividends from average interest-earning assets, the total dollar amounts of interest expense on average interest-bearing liabilities, and the resulting annualized average yields and costs. The yields and costs for the periods indicated are derived by dividing income or expense by the average balances of assets or liabilities, respectively, for the periods presented. Average balances have been calculated using daily balances. Nonaccrual loans are included in average balances only. Loan fees are included in interest income on loans and are not material.

Three Months Ended March 31,
2020 2019
Average
Outstanding
Balance
Interest and
Dividends
Yield/Cost
Rate
Average
Outstanding
Balance
Interest and
Dividends
Yield/Cost
Rate
(Dollars in thousands)

Interest-earning assets:

Loans

$ 309,937 $ 3,413 4.42 % $ 370,284 $ 3,988 4.37 %

Securities available-for-sale

69,878 407 2.34 % 65,063 392 2.44 %

Other interest-earning assets

16,053 41 1.01 % 12,264 65 2.16 %

Total interest-earning assets

395,868 3,861 3.91 % 447,611 4,445 4.03 %

Non-interest-earning assets

34,950 37,288

Total assets

$ 430,818 $ 485,484

Interest-earning liabilities:

NOW accounts

$ 25,606 $ 19 0.30 % $ 24,900 $ 17 0.27 %

Money market accounts

67,449 151 0.90 % 57,118 140 0.99 %

Savings accounts

47,892 16 0.13 % 50,655 16 0.13 %

Certificates of deposit

131,841 664 2.02 % 201,424 1,007 2.03 %

Total interest-bearing deposits

272,788 850 1.25 % 334,097 1,180 1.43 %

Federal Home Loan Bank advances

32,012 110 1.37 % 29,669 123 1.68 %

Other interest-bearing liabilities

3,819 3,285

Total interest-bearing liabilities

308,619 960 1.25 % 367,051 1,303 1.44 %

Non-interest-bearing deposits

66,740 70,564

Other non-interest-bearing liabilities

2,784 2,781

Total liabilities

378,143 440,396

Total stockholders’ equity

52,675 45,088

Total liabilities and stockholders’ equity

$ 430,818 $ 485,484

Net interest income

$ 2,901 $ 3,142

Net interest-earning assets

$ 87,249 $ 80,560

Interest rate spread (1)

2.66 % 2.59 %

Net interest margin (2)

2.93 % 2.81 %

Average interest-earning assets to average interest-bearing liabilities

128.27 % 121.95 %

(1)

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

(2)

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

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Rate/Volume Analysis

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

Three Months Ended March 31,
2020 vs. 2019
Increase (Decrease) Due to Total
Increase
(Decrease)
Volume Rate
(Dollars in thousands)

Interest-earning assets:

Loans

$ (667 ) 93 (574 )

Securities

27 (12 ) 15

Other

35 (60 ) (25 )

Total interest-earning assets

(605 ) 21 (584 )

Interest-bearing liabilities:

NOW

(2 ) (2 )

Money market deposits

(21 ) 10 (11 )

Savings

Certificates of deposit

350 (7 ) 343

Total interest-bearing deposits

329 1 330

Borrowings

(11 ) 24 13

Other

Total interest-bearing liabilities

318 25 343

Change in net interest income

$ (287 ) 46 (241 )

Comparison of Operating Results for the Three Months Ended March 31, 2020 and 2019

General. We recorded net income of $287,000 for the three months ended March 31, 2020, compared to net loss of $471,000 for the three months ended March 31, 2019, an increase of $758,000. The increase was due primarily to an increase in net gains on sale of first mortgage residential real estate loans and a decrease in non-interest expense.

Interest and Dividend Income. Interest and dividend income decreased $584,000, or 13.1%, to $3.9 million for the three months ended March 31, 2020 from $4.4 million for the three months ended March 31, 2019. The decrease was due primarily to the decrease in net loans during the period.

Interest Expense. Interest expense decreased $343,000, or 26.4%, to $960,000 for the three months ended March 31, 2020, from $1.3 million for the three months ended March 31, 2019, as rates on interest-bearing liabilities decreased 19 basis points due to the declining interest rate environment and the Company’s shift from certificates of deposits into lower cost FHLB advances as sources of funding during the 2020 period.

Net Interest Income. Net interest income decreased $241,000, or 7.7%, to $2.9 million for the three months ended March 31, 2020 from $3.1 million for the three months ended March 31, 2019. The rate for average interest-bearing liabilities decreased to 1.25% for the three months ended March 31, 2020, from 1.44% for the three months ended March 31, 2019. This 19 basis point decrease in the cost of funds came as the yield on interest-earning assets decreased by 12 basis points, to 3.91% for the three months ended March 31, 2020, from 4.03% for the three months ended March 31, 2019. Our net interest rate spread increased to 2.66% for the three months ended March 31, 2020, from 2.59% for the three months ended March 31, 2019, and our net interest margin increased to 2.93% from 2.81% over the same period due to a $51.7 million, or 11.6%, reduction in average total interest-earning assets outstanding and the cost of funds on interest-bearing liabilities decreasing seven basis points more than the yield on interest-earning assets.

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Provision for Loan Losses. We recorded no provision for loan losses for the three months ended March 31, 2020 and 2019, respectively. The allowance for loan losses was $2.0 million, or 0.7%, of total loans, at March 31, 2020, compared to $3.4 million, or 0.9% of total loans, at March 31, 2019. Non-performing loans constituted 0.5% of total gross loans at March 31, 2020 and 0.5% of gross loans at March 31, 2019. Net recoveries for the three months ended March 31, 2020 were $8,000 compared to net recoveries of $164,000 for the 2019 period.

Non-interest Income . Non-interest income decreased $144,000, or 19.3%, to $606,000 for the three months ended March 31, 2020 from $750,000 for the three months ended March 31, 2019. The decrease was due primarily to the decrease of other non-interest income to ($343,000) for the three months ended March 31, 2020 from $118,000 for the three months ended March 31, 2019. This decrease was attributable to a $324,000 increase in unrealized losses on marketable securities and a decrease in net gains on the sale of premises and equipment for the 2020 period. Mortgage servicing rights decreased $236,000, or 106.3%, to ($14,000) for the three months ended March 31, 2020 from $222,000 for the three months ended March 31, 2020 due to a valuation allowance on mortgage servicing rights of $217,000. The decrease was offset by gains realized on the sale of first mortgage residential real estate loans, which increased $530,000, or 427.4%, to $654,000 for the three months ended March 31, 2020 from $124,000 for the three months ended March 31, 2019.

Non-interest Expense. Non-interest expense decreased $1.5 million, or 32.8%, to $3.1 million for the three months ended March 31, 2020 from $4.6 million for the three months ended March 31, 2019. The reduction was due primarily to a $743,000 reduction in salaries and employee benefits during the three months ended March 31, 2020 as group insurance costs and accruals for discretionary incentive decreased $230,000 and unrealized loss on marketable equity securities held by the deferred compensation plan increased $324,000. Other non-interest expense also decreased by $534,000 for the three months ended March 31, 2020 as in 2019 the Company recognized $588,000 in consulting fees incurred in connection with the conversion and initial public stock offering, as well as expenses associated with the establishment and funding of our charitable foundation.

Income Tax Expense. We recorded income tax expense of $147,000 for the three months ended March 31, 2020, compared to an income tax benefit of $209,000 for the three months ended March 31, 2019.

Management of Market Risk

General . Our most significant form of market risk is interest rate risk because, as a financial institution, the majority of our assets and liabilities are sensitive to changes in interest rates. Therefore, a principal part of our operations is to manage interest rate risk and limit the exposure of our financial condition and results of operations to changes in market interest rates. Our Asset/Liability Committee is responsible for evaluating the interest rate risk inherent in our assets and liabilities, for determining the level of risk that is appropriate, given our business strategy, operating environment, capital, liquidity and performance objectives, and for managing this risk consistent with the policy and guidelines approved by our board of directors.

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

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

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

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

Our board of directors is responsible for the review and oversight of our executive management team and other essential operational staff which are responsible for our asset/liability analysis. These officers act as an asset/liability committee and are charged with developing and implementing an asset/liability management plan, and they meet at least quarterly to review pricing and liquidity needs and assess our interest rate risk. We currently utilize a third-party modeling program, prepared on a quarterly basis, to evaluate our sensitivity to changing interest rates, given our business strategy, operating environment, capital, liquidity and performance objectives, and for managing this risk consistent with the guidelines approved by the board of directors.

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

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

Change in Interest

Rates (basis points) (1)

Net Interest Income
Year 1 Forecast
Year 1 Change
from Level
(Dollars in thousands)

+400

$ 11,619 6.57 %

+300

11,825 8.46 %

+200

11,764 7.90 %

+100

11,637 6.73 %

Level

10,903 %

-100

10,422 (4.41 )%

(1)

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

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

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

Estimated Increase (Decrease) in EVE

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

Estimated EVE (2) Amount Percent
(Dollars in thousands)

400

$ 60,170 $ 923 1.56 %

300

63,035 3,788 6.39 %

200

63,314 4,067 6.86 %

100

62,369 3,122 5.27 %

59,247 %

(100)

57,878 (1,369 ) (2.31 )%

(1)

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

(2)

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

The table above indicates that at March 31, 2020, in the event of a 100-basis point increase in interest rates, we would have experienced a 5.27% increase in our EVE. In the event of a 200-basis point increase in interest rates at March 31, 2020, we would have experienced a 6.86% increase in our EVE.

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

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

Liquidity and Capital Resources

Liquidity describes our ability to meet the financial obligations that arise in the ordinary course of business. Liquidity is primarily needed to meet the borrowing and deposit withdrawal requirements of our customers and to fund current and planned expenditures. Our primary sources of funds are deposits, principal and interest payments on loans and securities, proceeds from the sale of loans, and proceeds from maturities of securities. We also have the ability to borrow from the FHLB. At March 31, 2020, we had $55.6 million outstanding in advances from the FHLB. At March 31, 2020, we had $63.6 million in additional borrowing capacity at the Federal Home Loan Bank of Chicago. Additionally, at March 31, 2020, we had a $10.0 million federal funds line of credit with the BMO Harris Bank, none of which was drawn at March 31, 2020.

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

Our cash flows are comprised of three primary classifications: cash flows from operating activities, investing activities, and financing activities. Net cash used in operating activities was $1.4 million for the three months ended March 31, 2020. Net cash used by operating activities was $1.1 million for the three months ended March 31, 2019. Net cash provided by investing activities, which consists primarily of disbursements for loan originations and the purchase of investment securities, offset by principal collections on loans, proceeds from the sale of loans and the sale of securities, and proceeds from maturing securities and pay downs on securities, was $10.2 million for the three months ended March 31, 2020. Net cash provided by investing activities was $8.9 million for the three months ended March 31, 2019, primarily due to a net decrease in loans of $9.7 million and maturities, prepayments and calls of securities available for sale of $1.9 million, offset by $3.5 million in cash paid, net of cash received, for the sale of branch. Net cash provided by financing activities, consisting primarily of activity in deposit accounts and FHLB advances, was $21.4 million for the three months ended March 31, 2020, as a $20.4 million decrease in deposits was offset by $38.0 million of proceeds from the issuance of FHLB advances. Net cash provided by financing activities was $19.0 million for the three months ended March 31, 2019, as $18.3 million in net proceeds from the Company’s initial public offering were offset by $5.4 million of payments of outstanding FHLB advances.

We are committed to maintaining a strong liquidity position. We monitor our liquidity position on a daily basis. We anticipate that we will have sufficient funds to meet our current funding commitments based on our current strategy to increase core deposits, along with the continued use of FHLB advances as well as brokered certificates of deposit as needed, to fund loan growth.

At March 31, 2020, we exceeded all of our regulatory capital requirements with a Tier 1 leverage capital level of $46.6 million, or 10.9% of adjusted total assets, which is above the well-capitalized required level of $21.4 million, or 5.0%, and total risk-based capital of $48.6 million, or 14.4% of risk-weighted assets, which is above the well-capitalized required level of $33.8 million, or 10.0%. Management is not aware of any conditions or events since the most recent notification that would change our category. For additional information, see Note 13 of the Notes to Financial Statements.

March 31, 2020
Actual For Capital Adequacy
Purposes
To Be Well Capitalized
Under Prompt Corrective
Action Provisions
Amount Ratio Amount Ratio Amount Ratio
(dollars in thousands)

Leverage (Tier 1)

$ 46,634 10.9 % $ 17,147 4.0 % $ 21,434 5.0 %

Risk-based:

Common Tier 1

46,634 13.8 % 15,206 4.5 % 21,964 6.5 %

Tier 1

46,634 13.8 % 20,275 6.0 % 27,033 8.0 %

Total

48,642 14.4 % 27,033 8.0 % 33,791 10.0 %

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In accordance with the recently enacted Economic Growth, Regulatory Relief, and Consumer Protection Act, the federal banking agencies have adopted, effective January 1, 2020, a final rule whereby financial institutions and financial institution holding companies that have less than $10 billion in total consolidated assets and meet other qualifying criteria, including a leverage ratio of greater than 9%, will be eligible to opt into a “Community Bank Leverage Ratio” framework. The framework will first be available for use in PyraMax Bank’s March 31, 2020 Call Report. Qualifying community banking organizations that elect to use the community bank leverage ratio framework and that maintain a leverage ratio of greater than 9% will be considered to have satisfied the generally applicable risk-based and leverage capital requirements in the agencies’ capital rules and will be considered to have met the “well capitalized” ratio requirements under the Prompt Corrective Action statutes. The agencies reserved the authority to disallow the use of the Community Bank Leverage Ratio by a financial institution or holding company based on the risk profile of the organization. The Coronavirus Aid, Relief, and Economic Security (“CARES”) Act and implementing rules temporarily reduced the community bank leverage ratio to 8%, to be gradually increased back to 9% by 2022. The implementing rules also provide that, during the same time period, if a qualifying community banking organization falls no more than 1% below the community bank leverage ratio, it will have a two-quarter grace period to satisfy the community bank leverage ratio.

Off-Balance Sheet Arrangements and Contractual Obligations

Commitments. As a financial services provider, we routinely are a party to various financial instruments with off-balance-sheet risks, such as commitments to extend credit and unused lines of credit. While these contractual obligations represent our potential future cash requirements, a significant portion of commitments to extend credit may expire without being drawn upon. Such commitments are subject to the same credit policies and approval process accorded to loans we make. For additional information, see Note 9 of the Notes to Financial Statements.

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

The following tables present contractual obligations at March 31, 2020 and December 31, 2019.

Payments Due by Period

Contractual Obligations

Total Less Than
One Year
One to Three
Years
Three to Five
Years
More Than
Five Years
(Dollars in thousands)

At March 31, 2020:

Long-term debt obligations

$ 55,614 $ 913 $ 22,021 $ 2,085 $ 30,595

Operating lease obligations

82 75 7

Total

$ 55,696 $ 988 $ 22,028 $ 2,085 $ 30,595

At December 31, 2019:

Long-term debt obligations

$ 17,623 $ 39 $ 7,088 $ 102 $ 10,394

Operating lease obligations

113 93 20

Total

$ 17,736 $ 132 $ 7,108 $ 102 $ 10,394

Impact of Inflation and Changing Prices

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

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Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4.

Controls and Procedures

An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of March 31, 2020. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective.

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

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PART II – OTHER INFORMATION

Item 1.

Legal Proceedings

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

Item 1A.

Risk Factors

In addition to the other information set forth in the Form 10-Q, you should carefully consider the risk factors that appeared under Item 1A “Risk Factors” disclosed in the Company’s December 31, 2019 Annual Report on Form 10-K filed with the Securities and Exchange Commission. There are no material changes from the risk factors included within the Company’s 2019 Annual Report, other than the risks described below.

The recent global coronavirus outbreak may pose risks and could harm business and results of operations of the Company .

In December 2019, a coronavirus (COVID-19) outbreak was reported in China, and, in March 2020, the President of the United States declared the COVID-19 outbreak in the United States a national emergency. The COVID-19 pandemic has caused significant economic dislocation in the United States as many state and local governments have ordered non-essential businesses to close and residents to shelter in place at home. This has resulted in an unprecedented slow-down in economic activity and a related increase in unemployment. Since the COVID-19 outbreak, more than 22 million people have filed claims for unemployment, and stock markets have declined in value and, in particular, bank stocks have significantly declined in value. In response to the COVID-19 outbreak, the Federal Reserve Board has reduced the benchmark fed funds rate to a target range of 0% to 0.25%, and the yields on 10 and 30-year treasury notes have declined to historic lows. Various state governments and federal agencies are requiring lenders to provide forbearance and other relief to borrowers (e.g., waiving late payment and other fees). The federal banking agencies have encouraged financial institutions to prudently work with affected borrowers and recently passed legislation has provided relief from reporting loan classifications due to modifications related to the COVID-19 outbreak. Certain industries have been particularly hard-hit, including the travel and hospitality industry, the restaurant industry and the retail industry. Finally, the spread of the coronavirus has caused us to modify our business practices, including employee travel, employee work locations, and cancellation of physical participation in meetings, events and conferences. We may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, customers and business partners.

Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the full impact of the COVID-19 outbreak on our business. The extent of such impact will depend on future developments, which are highly uncertain, including when the coronavirus can be controlled and abated and when and how the economy may be reopened.

As the result of the COVID-19 pandemic and the related adverse local and national economic consequences, we could be subject to any of the following risks, any of which could have a material, adverse effect on our business, financial condition, liquidity, and results of operations:

demand for our products and services may decline, making it difficult to grow assets and income;

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

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

as the result of the decline in the Federal Reserve Board’s target federal funds rate, the yield on our assets may decline to a greater extent than the decline in our cost of interest-bearing liabilities, reducing our net interest margin and spread and reducing net income;

a prolonged weakness in economic conditions resulting in a reduction of future projected earnings could result in our recording a valuation allowance against our current outstanding deferred tax assets;

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

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the Company may experience branch closures, work stoppages, interruptions in critical services provided by third party vendors, or the loss or unavailability of key employees due to the pandemic; and

there may be increasing or protracted volatility in the price of the Company’s common stock.

Any one or a combination of the factors identified above could negatively impact our business, financial condition and results of operations and prospects.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

None.

Item 6.

Exhibits

Exhibit
Number

Description

3.1 Charter of 1895 Bancorp of Wisconsin, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form S-1, as amended (Commission File No. 333-227223))
3.2 Bylaws of 1895 Bancorp of Wisconsin, Inc. (incorporated by reference to Exhibit 3.2 of the Company’s Registration Statement on Form S-1, as amended (Commission File No. 333-227223))
10.1 1895 Bancorp of Wisconsin, Inc. 2020 Equity Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement filed on February 21, 2020 (Commission File No. 001-38778)
31.1 Certification of Chief Executive Officer Pursuant to Section 312 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer Pursuant to Section 312 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.0 The following materials for the quarter ended March 31, 2020, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Financial Condition, (ii) the Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements *

*

Furnished, not filed.

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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.

1895 BANCORP OF WISCONSIN, INC.
Date: May 15, 2020 /s/ Richard B. Hurd
Richard B. Hurd
President and Chief Executive Officer
Date: May 15, 2020 /s/ Richard J. Krier
Richard J. Krier

Chief Financial Officer

(Principal Financial and Accounting Officer)

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TABLE OF CONTENTS
Part I Financial InformationItem 1. Financial StatementsNote 1 Nature Of Operations and Basis Of PresentationNote 2 Recent Accounting StandardsNote 3 Available For Sale SecuritiesNote 3 Available For Sale Securities (continued)Note 4 LoansNote 4 Loans (continued)Note 5 Mortgage Servicing RightsNote 5 Mortgage Servicing Rights (continued)Note 6 DepositsNote 6 Deposits (continued)Note 7 Federal Home Loan Bank AdvancesNote 8 Income TaxesNote 9 Commitments and ContingenciesNote 9 Commitments and Contingencies (continued)Note 10 Employee Stock Ownership PlanNote 11 Related Party TransactionsNote 12 Fair Value MeasurementsNote 12 Fair Value Measurements (continued)Note 13 Equity and Regulatory MattersNote 14 Earnings Per ShareNote 15 Stock Based CompensationNote 16 Subsequent EventItem 2. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II Other InformationItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsItem 3. Defaults Upon Senior SecuritiesItem 4. Mine Safety DisclosuresItem 5. Other InformationItem 6. Exhibits

Exhibits

3.1 Charter of 1895 Bancorp of Wisconsin, Inc. (incorporated by reference to Exhibit 3.1 of the Companys Registration Statement on FormS-1,as amended (Commission FileNo.333-227223)) 3.2 Bylaws of 1895 Bancorp of Wisconsin, Inc. (incorporated by reference to Exhibit 3.2 of the Companys Registration Statement on FormS-1,as amended (Commission FileNo.333-227223)) 10.1 1895 Bancorp of Wisconsin, Inc. 2020 Equity Incentive Plan (incorporated by reference to Appendix A to the Companys Definitive Proxy Statement filed on February21, 2020 (Commission FileNo.001-38778) 31.1 Certification of Chief Executive Officer Pursuant to Section312 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer Pursuant to Section312 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section906 of the Sarbanes-Oxley Act of 2002