UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
10-K/A
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the year ended December 31, 2021.
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______________ to _______________..
Commission file
number:
001-40609
1895 BANCORP OF WISCONSIN, INC.
(Exact name of registrant as specified in its charter)
Maryland | 61-1993378 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S Employer Identification No.) | |
7001 West Edgerton Avenue Greenfield, Wisconsin | 53220 | |
(Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code:
(414)
421-8200
Securities registered pursuant to Section 12(b) of the Act:
(Title of each class) | (Trading Symbol) | (Name of each exchange on which registered) | ||
Common stock, par value $0.01 per share | BCOW | The NASDAQ Stock Market, LLC |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ NO ☒
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES ☐ NO ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T
during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). YES ☒ NO ☐Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a12b-212b-2ofof the Exchange Act.
non-accelerated
filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule| 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule12b-2Rule12b-2ofof the Act). YES ☐ NO ☒
The aggregate market value of the voting and
non-voting
common equity held bynon-affiliates
of the registrant (as of December 31, 2021, taking into account our conversion and stock offering in July 2021), computed by reference to the last sale price on June 30, 2021, as reported by the NASDAQ Capital Market, was approximately $86.4 million.As of March 23,31, 2022, there were 6,401,261 issued shares
and 6,371,198
outstanding shares of the Registrant’s Common Stock.
DOCUMENTS INCORPORATED BY REFERENCE:
None.
TABLE OF CONTENTS
Item Number | Page Number | |||||
1. | 3 | |||||
1A. | 27 | |||||
1B. | 37 | |||||
2. | 38 | |||||
3. | 38 | |||||
4. | 38 | |||||
5. | 38 | |||||
6. | 38 | |||||
7. | 38 | |||||
7A. | 49 | |||||
8. | 49 | |||||
9. | 49 | |||||
9A. | 49 | |||||
9B. | 50 | |||||
9C. | 50 | |||||
10. | 50 | |||||
11. | 50 | |||||
12. | 50 | |||||
13. | 51 | |||||
14. | 51 | |||||
15. | 51 | |||||
16. | 52 | |||||
F- 2 | ||||||
EXPLANATORY NOTE
This Amendment No. 1 to the Annual Report on Form(the “Company,” “we”(“1895 Bancorp” or “our”the “Company”),. 1895 Bancorp is filing this Amendment to present the information required by Part III of Form
10-K
(this “Amendment”) amends the Annual Report on Form10-K
for the fiscal year ended December 31, 2021 originally filed with the Securities and Exchange Commission on March 29, 2022 (the “Original Filing”) by 1895 Bancorp of Wisconsin, Inc., a Maryland corporation 10-K
as the Company will not file its definitive proxy statement within 120 days of the end of its fiscal year ended December 31, 2021.Except as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and the Company has not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Filing.
1895 Bancorp was formed to serve as the stock holding company for PyraMax Bank, FSB (“PyraMax Bank”) as part ofof 1895 Bancorp of Wisconsin, MHC (the “MHC”). Upon completion of the conversion, which occurred on July 14, 2021, the MHC and 1895 Bancorp of Wisconsin, Inc., a federal corporation (“Old 1895 Bancorp”), ceased to exist and the Company became the successor corporation to Old 1895 Bancorp. The conversion was accomplished by the merger of the MHC with and into Old 1895 Bancorp, followed by the merger of Old 1895 Bancorp with and into the Company. On July 14, 2021, public stockholders of Old 1895 Bancorp received 1.3163 shares of the Company’s common stock in exchange for each of their shares of Old 1895 Bancorp. Prior to the completion of the conversion on July 14, 2021, the Company had no assets or liabilities and had not conducted any business activities other than organizational activities. Accordingly, the audited financial statements and other information contained in this Annual Report on Form10-KAmendment relate to the consolidated results of the MHC, Old 1895 Bancorp and PyraMax Bank for any period prior to July 14, 2021, and relate to the consolidated results of the Company and PyraMax Bank for periods after July 14, 2021.
of the mutual-to-stock conversion of
PART I
IIIITEM
Our Board of Directors is comprised of eight members. Our Bylaws provide that directors are divided into three classes as nearly equal in number as possible, with one class of directors elected annually. Three directors will be nominated for election at the Company’s 2022 annual meeting of stockholders to serve for a three-year period and until their respective successors shall have been elected and qualified.
The following sets forth certain information regarding the current members of our Board of Directors and executive officers who are not directors. Age information is as of December 31, 2021, and term as a director includes service with PyraMax Bank.
With respect to directors and nominees, the biographies contain information regarding the person’s business experience and the experiences, qualifications, attributes or skills that caused the Board of Directors to determine that the person should serve as a director. Each director of 1895 Bancorp of Wisconsin, Inc. is also a director of PyraMax Bank.
Directors
The following directors of 1895 Bancorp of Wisconsin, Inc. have terms ending in 2022:
Monica Baker
James Spiegelberg
Commission. Age 63.
The Company was formed to serve as the stock holding company for PyraMax Bank as part ofthe mutual-to-stock conversionfollowing directors of 1895 Bancorp of Wisconsin, MHC. Upon completionInc. have terms ending in 2023:
Darrell Francis
Richard Hurd
John Talsky
The conversion was accomplished by the mergerfollowing directors of the MHC with and into Old 1895 Bancorp followed by the merger of OldWisconsin, Inc. have terms ending in 2024:
David Ball
Joseph Murphy
Gary Zenobi
Executive Officers Who are Not Directors
Steven Klitzing
2
PyraMax Bank, Mr. Klitzing was the Senior Vice President of Risk Management Solutions at Bankers’ Bank in Madison, Wisconsin. Mr. Klitzing also served as Regional Vice President of Advia Credit Union upon their acquisition of People’s Bank, Elkhorn, Wisconsin, in 2017, where he had served as Chief Financial Officer for the previous 10 years. Prior to joining People’s Bank, Mr. Klitzing was with CIB Marine Bancshares for over 20 years holding various senior and executive level positions, ending as Executive VP, Chief Financial Officer and Treasurer. Mr. Klitzing holds a Bachelor of Science in Finance from the University of Illinois. Age 58.
Daniel K. Kempel
Thomas K. Peterson
Our business consists primarilyBoard of taking deposits fromDirectors is chaired by Darrell Francis, who is an independent director. Having an independent chair ensures a greater role for the general public and investing those deposits, together with funds generated from operations,independent directors inone-to four-family residential real estate loans, commercial real estate loans (which includesnon-owneroccupied commercial real estate, multi-family, owner occupied commercial real estate andone-to four-familynon-owneroccupied loans), commercial loans (which includes commercial and industrial loans) and consumer loans. Commercial real estate growth has been the primary sourceoversight of recent loan growth, and commercial business loan originations have also been emphasized.
To further assure effective independent oversight, the Board of Directors has adopted a number of governance practices, including:
a majority of the Board of Directors is comprised of independent directors;
periodic meetings of the independent directors; and
annual performance evaluations of the President and Chief Executive Officer by the independent directors.
The Board of Directors recognizes that, depending on the circumstances, other leadership models might be appropriate. Accordingly, the Board of Directors periodically reviews its leadership structure.
The Board of Directors is actively involved in oversight of risks that could affect 1895 Bancorp of Wisconsin, Inc. This oversight is conducted primarily through committees of the Board of Directors, but the full Board of Directors has retained responsibility for general oversight of risks. The Board of Directors also satisfies this responsibility through reports by the committee chair of all board committees regarding the committees’ considerations and actions, through review of minutes of committee meetings and through regular reports directly from officers responsible for oversight of particular risks within 1895 Bancorp of Wisconsin, Inc. The Board of Directors of PyraMax Bank also has additional committees that conduct risk oversight. All committees are responsible for the establishment of policies that guide management and staff inof 1895 Bancorp of Wisconsin, Inc. and PyraMax Bank such as lending, risk management, asset/liability management, investment management and others.
the day-to-day operation
Delinquent Section 16(a) Reports
Our executive officers and directors and beneficial owners of greater than 10% of the outstanding shares of common stock are required to file reports with $100,000the Securities and Exchange Commission disclosing beneficial ownership and changes in cash and 48,767 sharesbeneficial ownership of our common stock. Securities and Exchange Commission rules require disclosure if an executive officer, director or 10% beneficial owner fails to file these reports on a timely basis. Based on our review of ownership reports required to be filed during the year ended December 31, 2021, we believe that no executive officer, director or 10% beneficial owner of our shares of common stock forfailed to file an aggregate contribution of $587,670 (basedownership report on the $10.00 per share offering price)a timely basis
. The purpose of this foundation is to make contributions to support various charitable organizations operating in our community now and in the future.
Code of Ethics for Senior Officers
1895 Bancorp of Wisconsin, Inc. has adopted a Code of Ethics for Senior Officers that applies to 1895 Bancorp of Wisconsin, Inc.’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Code of Ethics for Senior Officers is available on our website at
www.pyramaxbank.com
. Amendments to and waivers from the Code of Ethics for Senior Officers will also be disclosed on our website.Hedging Policy
1895 Bancorp of Wisconsin, Inc. has not adopted a policy regarding the ability of officers, directors and employees to purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of registrant equity securities.
Meetings and Committees of the Board of Directors
We conduct business through meetings of our Board of Directors and its committees, including an Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.
In 2021, the Board of Directors of 1895 Bancorp of Wisconsin, Inc. held 14 regular meetings and five special meetings (including meetings held by the Board of Directors of Old 1895 Bancorp, our predecessor, which consisted of the same members). No member of the Board of Directors or any committee thereof attended fewer than 75% of the aggregate of: (i) the total number of meetings of the Board of Directors (held during the period for which he or she has been a director); and (ii) the total number of meetings held by all committees on which he or she served (during the periods that he or she served).
Audit Committee.
Our Board of Directors has adopted a written charter for the Audit Committee, which is available on our website at
www.pyramaxbank.com
. As more fully described in the Audit Committee Charter, the Audit Committee reviews the financial records and affairs of 1895 Bancorp of Wisconsin, Inc. and monitors adherence in accounting and financial reporting to accounting principles generally accepted in the United States of America. The Audit Committee met five times during the year ended December 31, 2021 (including meetings held by the Audit Committee of the Board of Directors of Old 1895 Bancorp, our predecessor, which consisted of the same members).Compensation Matters.
The Compensation Committee also considers the appropriate levels and form of director compensation and makes recommendations to the Board of Directors regarding director compensation.
Our Board of Directors has one subsidiary,adopted a written charter for the Compensation Committee, which is available on our website at
www.pyramaxbank.com
. The Compensation Committee met two times during the year ended December 31, 2021 (including meetings held by the Compensation Committee of the Board of Directors of Old 1895 Bancorp, our predecessor, which consisted of the same members).Nominating and Corporate Governance Committee.
to lead the search for individuals qualified to become members of the Board of Directors and to select director nominees to be presented for shareholder approval;
4
to review and monitor compliance with the requirements for board independence;
to review the committee structure and make recommendations to the Board of Directors regarding committee membership; and
to develop and recommend corporate governance guidelines to the Board of Directors for its approval.
The Nominating and Corporate Governance Committee identifies nominees by first evaluating the current members of the Board of Directors willing to continue in service. Current members of the Board of Directors with skills and experience that are relevant to 1895 Bancorp of Wisconsin, Inc.’s business and who are willing to continue in service are first considered
for re-nomination, balancing
the value of continuity of service by existing members of the Board of Directors with that of obtaining a new perspective and increased diversity. If any member of the Board of Directors does not wish to continue in service, or if the Board of Directors decides notto re-nominate a
memberfor re-election, or
if the size of the Board of Directors is increased, the Nominating and Corporate Governance Committee would solicit suggestions for director candidates from all Board of Directors members. In addition, the Nominating and Corporate Governance Committee is authorized to engage a third party to assist in the identification of director nominees. The Board of Directors would seek to identify a candidate who at a minimum satisfies the following criteria:has personal and professional ethics and integrity;
has had experiences and achievements that have given him or her the ability to exercise and develop good business judgment;
is willing to devote the necessary time to the work of the Board of Directors and its committees, which includes being available for Board of Directors and committee meetings;
is familiar with the communities in which 1895 Bancorp of Wisconsin, Inc. operates and/or is actively engaged in community activities;
satisfies the director qualifications set forth in 1895 Bancorp of Wisconsin, Inc.’s bylaws;
is involved in other activities or interests that do not create a conflict with his or her responsibilities to us and 1895 Bancorp of Wisconsin, Inc.’s shareholders; and
has the capacity and desire to represent the balanced, best interests of 1895 Bancorp of Wisconsin, Inc.’s shareholders as a group, and not primarily a special interest group or constituency.
In addition, the Board of Directors will also take into account whether a candidate satisfies the criteria for “independence” under the Nasdaq corporate governance listing standards and, if a nominee is sought for service on the Audit Committee, whether the candidate would satisfy the SEC’s independence standards applicable to members of 1895 Bancorp of Wisconsin, Inc.’s audit committee, the financial and accounting expertise of a candidate, including whether an individual qualifies as an audit committee financial expert.
The Board of Directors understands the importance and value of diversity on the Board and seeks members who represent a mix of backgrounds that will reflect the diversity of our stockholders, employees, and customers, and experiences that will enhance the quality of the Board of Directors’ deliberations and decisions. As the holding company for a community bank, the Board of Directors also seeks directors who can continue to strengthen PyraMax Insurance Services LLC,Bank’s position in its community and can assist PyraMax Bank with business development through business and other community contacts.
Our Board of Directors has adopted a written charter for the Nominating and Corporate Governance Committee, which offersis available on our website atconversion of the MHC and Old 1895 Bancorp in 2021 and did not hold any meetings in 2021.
www.pyramaxbank.com
. The Nominating and Corporate Governance Committee was formed following the completion ofmutual-to-stock
Nominating Procedures
The Board of Directors may consider qualified candidates for director suggested by our stockholders. Stockholders can suggest qualified candidates for director by writing to our Corporate Secretary at 7001 West Edgerton Avenue, Greenfield, Wisconsin 53220. The Board of Directors has adopted a comprehensive setprocedure by which stockholders may recommend nominees to the Board of insuranceDirectors. Stockholders who wish to recommend a nominee must write to 1895 Bancorp of Wisconsin, Inc.’s Corporate Secretary and risk management productssuch communication must include:
A statement that the writer is a stockholder and is proposing a candidate for consideration by the Board of Directors;
The name and address of the stockholder as they appear on 1895 Bancorp of Wisconsin, Inc.’s books, and of the beneficial owner, if any, on whose behalf the nomination is made;
The class or series and number of shares of 1895 Bancorp of Wisconsin, Inc.’s capital stock that are owned beneficially or of record by such stockholder and such beneficial owner;
A description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder;
5
A representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the nominee named in the stockholder’s notice;
The name, age, personal and business needs.
address of the candidate and the principal occupation or employment of the candidate;The candidate’s written consent to serve as a director;
A statement of the candidate’s business and educational experience and all other information relating to such person that would indicate such person’s qualification to serve on 1895 Bancorp of Wisconsin, Inc.’s Board of Directors; and
Such other information regarding the candidate or the stockholder as would be required to be included in 1895 Bancorp of Wisconsin, Inc.’s proxy statement pursuant to Securities and Exchange Commission Regulation 14A.
Submissions that are received and that satisfy the above requirements are forwarded to the Board of Directors for further review and consideration, using the same criteria to evaluate the candidate as it uses for evaluating other candidates that it considers.
There iswww.pyramaxbank.com. Information on a difference between the recommendations of nominees by stockholders pursuant to this website should not be consideredpolicy and a partformal nomination (whether by proxy solicitation or in person at a meeting) by a stockholder. Stockholders have certain rights under applicable law with respect to nominations, and any such nominations must comply with applicable laws and regulations and provisions of this report.the Bylaws of 1895 Bancorp of Wisconsin, Inc.
11. Executive Compensation
Summary Compensation Table | ||||||||||||||||||||||||||||
Name and principal position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Option Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | |||||||||||||||||||||
| Richard Hurd | 2021 | 290,897 | — | — | — | 48,495 | 339,392 | |||||||||||||||||||||
| Chief Executive Officer | 2020 | 305,906 | 88,748 | 184,475 | 119,109 | 37,890 | 736,128 | |||||||||||||||||||||
| David Ball | 2021 | 253,741 | 87,000 | 116,757 | 78,255 | 115,049 | 650,802 | |||||||||||||||||||||
| President and Chief Operating Officer | ||||||||||||||||||||||||||||
| Monica Baker | 2021 | 192,991 | 57,948 | — | — | 48,414 | 299,353 | |||||||||||||||||||||
| Senior Vice President and Chief Brand Officer | 2020 | 197,126 | 56,811 | 104,829 | 66,620 | 37,198 | 462,584 | |||||||||||||||||||||
| (1) | Amounts in this column represent a discretionary bonus. |
| (2) | In accordance with FASB ASC Topic 718, the reported amount represents the full grant date fair value of each award. Since the 2020 awards vest at a rate of 20% per year beginning in 2021, none of the named executive officers recognized any income from the awards during 2020 but will recognize income in future years as the stock awards vest or options are exercised. Similarly, since the 2021 awards vest at a rate of 20% per year beginning in 2022, none of the named executive officers recognized any income from these awards during 2021 but will recognize income in future years as the stock awards vest or options are exercised. The assumptions used in the calculation of these amounts are included in Note 19 to our audited financial statements beginning on page F-1 of the Original Filing. For stock option awards, amounts reported are grant date fair values computed based upon the Black-Scholes option valuation model, and the actual value, if any, that may be realized will depend on the excess of the stock price over the exercise price on the date the option is exercised. Therefore, there is no assurance that the value of an option realized by a named executive officer will be at or near the value shown above. For restricted stock awards, the amount shown reflects the aggregate grant date fair value of restricted stock awards granted to each named executive officer in 2021 and 2020. |
| (3) | The amounts in this column reflect what PyraMax Bank paid for, or reimbursed, the applicable named executive officer for the various benefits and perquisites received. This column does not reflect perquisites and personal benefits received by our named executive officers, the aggregate value of which is less than $10,000. A break-down of the various elements of compensation in this column for calendar year 2021 is set forth in the following table: |
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2021 | 2020 | |||||||||||||||
Amount | Percent | Amount | Percent | |||||||||||||
(Dollars in thousands) | ||||||||||||||||
Residential Real Estate Loans: | ||||||||||||||||
First mortgage | $ | 80,661 | 24.9 | % | $ | 68,968 | 20.8 | % | ||||||||
Construction | 3,388 | 1.0 | % | 2,954 | 0.9 | % | ||||||||||
Commercial Loans: | ||||||||||||||||
Real estate | 185,223 | 56.8 | % | 189,291 | 57.1 | % | ||||||||||
Land development | 1,400 | 0.4 | % | 1,492 | 0.5 | % | ||||||||||
Other | 38,160 | 11.7 | % | 46,184 | 13.9 | % | ||||||||||
Consumer Loans: | ||||||||||||||||
Home equity and lines of credit | 17,032 | 5.2 | % | 22,348 | 6.7 | % | ||||||||||
Other | 128 | 0.0 | % | 361 | 0.1 | % | ||||||||||
Total loans receivable | $ | 325,992 | 100.0 | % | $ | 331,598 | 100.0 | % | ||||||||
Net deferred loan fees | $ | 655 | $ | 178 | ||||||||||||
Less: allowance for loan losses | (2,858 | ) | (2,703 | ) | ||||||||||||
Loans receivable, net | $ | 323,789 | $ | 329,073 | ||||||||||||
All Other Compensation | ||||||||||||||||||||
Name | Signing Bonus ($) | Employee Stock Ownership Plan ($) | 401(k) Match ($) | Board Fees ($) | Total All Other Compensation ($) | |||||||||||||||
| Richard Hurd* | — | 13,095 | 17,400 | 18,000 | 48,495 | |||||||||||||||
| David Ball | 100,000 | — | 49 | 15,000 | 115,049 | |||||||||||||||
| Monica Baker | — | 13,014 | 17,400 | 18,000 | 48,414 | |||||||||||||||
| * Richard | Hurd deferred 100% of his board fees into the Non-Qualified Deferred Compensation Plan. |
At December 31, 2021 | ||||||||||||||||
Residential Real Estate Loans | Commercial Loans | Consumer Loans | Total Loans | |||||||||||||
(Dollars in thousands) | ||||||||||||||||
Amounts due in: | ||||||||||||||||
One year or less | $ | 2,951 | $ | 29,007 | $ | 4,085 | $ | 36,043 | ||||||||
More than one year through five years | 12,469 | 123,933 | 10,836 | 147,238 | ||||||||||||
More than five through fifteen years | 32,669 | 68,803 | 1,463 | 102,935 | ||||||||||||
More than fifteen years | 35,960 | 3,040 | 776 | 39,776 | ||||||||||||
Total | $ | 84,049 | $ | 224,783 | $ | 17,160 | $ | 325,992 | ||||||||
Fixed Rates | Floating or Adjustable Rates | Total | ||||||||||
(Dollars in thousands) | ||||||||||||
Residential real estate loans | $ | 70,263 | $ | 10,835 | $ | 81,098 | ||||||
Commercial loans | 161,418 | 34,358 | 195,776 | |||||||||
Consumer loans | 2,749 | 10,326 | 13,075 | |||||||||
Total | $ | 234,430 | $ | 55,519 | $ | 289,949 | ||||||
Effective January 8, 2022, Richard Hurd reduced hisoperational involvement in the operation of PyraMax Bank while continuing to serve as the Chief Executive Officer of PyraMax Bank and the Company in order to continue to provide strategic leadership and direction to PyraMax Bank and the Company. Mr. Hurd’s change in duties was not the result of any dispute or disagreement with the Company or PyraMax Bank. In consideration thereof, the Company and PyraMax Bank entered into an amended and restated employment agreement with Mr. Hurd, on or about December 31, 2021 and effective as of January 8, 2022, to: (i) decrease his hours to approximately 20 hours per week; (ii) decrease his base salary to $140,000; (iii) eliminate welfare benefits which Mr. Hurd is no longer eligible to receive as a part time employee; and (iv) revise severance payments to Mr. Hurd upon an Event of Termination.
day-to-day
Also, on December 31, 2021, and effective January 8, 2022, the Boards of Directors of the Company and PyraMax Bank extended the terms of the employment agreements with each of David Ball, President and Chief Operating Officer, Steven T. Klitzing, Senior Vice President and Chief Financial Officer, Daniel Kempel, Senior Vice President and Chief Credit Officer, Thomas Peterson, Senior Vice President and Chief Lending Officer and Monica Baker, Senior Vice President and Chief Brand Officer, such that the terms of the employment agreements will expire on January 19, 2025 (with respect to Mr. Ball, who has a three-year agreement) and July 8, 2023 (with respect to Mr. Klitzing, Mr. Kempel, Mr. Peterson and Ms. Baker, who each have
18-month
agreements). There were no other changes to the employment agreements.Mr. Hurd’s and Mr. Ball’s employment agreements each have an initial term of three years. At least 30 days prior to the anniversary date of the agreement and each anniversary date thereafter the disinterested members of the board of directors must conduct a comprehensive performance evaluation and affirmatively approve any extension of the agreement for an additional year or determine not to extend the term of the agreement. If the board of directors determines not to extend the term, it shall provide the executive with a written noticefour-family Residential Real Estate Lendingthe anniversary date.
of non-renewal prior
to The employment agreements with Ms. Baker and the other executives each have an initial term of eighteen months. On the first anniversary date of the effective date of the agreements the disinterested members of the board of directors may choose to conduct a comprehensive performance evaluation and affirmatively approve any extension of the agreements for an additional twelve months or determine not to extend the term of the agreement. If the board of directors determines not to extend the term, it shall provide with a written notice
of non-renewal, and
the agreements will terminate as the end of the initial term.The employment agreements provide for base salaries for Messrs. Hurd, Ball and Ms. Baker in the amounts of $140,000, $290,000 and $193,158respectively. The base salaries may be increased, but not decreased (other than a decrease which is applicable to all senior officers). In addition to base salary, the executives will be entitled to participate in any bonus programs (including a discretionary bonus and, other than for Mr. Hurd, a performance-based bonus) and benefit plans that are made available to management employees. Mr. Hurd’s and Mr. Ball’s employment agreements provide for country club membership fees (Mr. Ball’s agreement also provides for PyraMax Bank to pay his initiation fees). The executives will be reimbursed for all reasonable business expenses incurred. In addition, Mr. Ball’s employment agreement provides that he will receive 300 hours of paid time off each year.
,
7
and non-taxable medical
and dental insurance coverage, for or re-elect the
executive to his executive position or a material change in executive’s function, duties, or responsibilities, which change would cause the executive’s position to become one of lesser responsibility, importance, or scope; (ii) a relocation of the executive’s principal place of employment by more than 35 miles from the executive’s principal place of employment as of the initial effective date of the employment agreement; (iii) a material reduction in benefits and perquisites, including base salary (except for any reduction that is part of a good faith, overall reduction of such benefits applicable to all officers or employees of PyraMax Bank); (iv) a liquidation or dissolution of PyraMax Bank; or (v) a material breach of the employment agreement by PyraMax Bank. In order to be entitled to the benefit set forth above, an executive will be required to enter into a release of claims against 1895 Bancorp of Wisconsin, Inc. and PyraMax Bank.In the event of executive’s involuntary termination of employment other than for cause, disability or death, or in the event of the executive’s resignation for “good reason,” following the effective date of a change in control of 1895 Bancorp of Wisconsin, Inc. or PyraMax Bank, the executive will be entitled to (in lieu of the payments and benefits described in the previous paragraph) a severance payment equal to one
and one-half (1.5)
times (three (3) times, for Mr. Hurd and Mr. Ball) the sum of (i) the executive’s highest rate of base salary payable at any time under the agreement, plus (ii) the highest bonus paid to the executive with respect to the prior three completed fiscal years. Such payment will be payable in a lump sum within 10 days following the executive’s date of termination. In addition, the executive (other than Mr. Hurd) would be entitled, at PyraMax Bank’s (or PyraMax Bank’s successor’s) expense, to the continuation of substantially comparable life insuranceand non-taxable medical
and dental insurance coverage for the executive and the executive’s dependents for 18 months (36 months, for Mr. Ball) following the executive’s termination.Should the executives become disabled, they will be entitled to disability benefits, if any, provided under a long-term (or short-term) disability plan sponsored by PyraMax Bank and will receive
continued non-taxable medical
and dental benefit coverage substantially comparable to that maintained for executive and his dependents prior to becoming disabled until the earlier of (i) the date the executive returns to full-time employment of PyraMax Bank, (ii) the executive is employed full-time by another employer, (iii) 12 months from the date of executive’s termination due to disability. In the event of an executive’s death while employed, the executive’s estate or beneficiary will be paid his base salary for six months following death, and his or her family will continue toreceive non-taxable medical
and dental coverage for 12 months after his death.Upon any termination of employment (other than a termination in connection with a change in control), the executives will be required to adhereand will be prohibited from soliciting employees of PyraMax Bank or any affiliate for the purpose of having such person(s) terminate employment with PyraMax Bank or its affiliates and provide services or accept employment with a competing business. The executives also agree that during their employment and following such employment, the executives will maintain and will not disclose the confidential information of PyraMax Bank.
to one-year non-competition covenant
Nonqualified Deferred Compensation Plan.
participants a fixed rate for up“one-time” election with
respect to 2020 Equity Incentive Plan.
and non-qualified stock
options and restricted stock awards. Of this number, the maximum number of shares of 1895 Bancorp of Wisconsin, Inc. common stock that may be issued under the 2020 Equity Incentive Plan pursuant to the exercise of stock option is 238,467 (converted to 313,894 stock options in connection with due second-step options), and the maximum number of shares of 1895 Bancorp of Wisconsin, Inc. common stock that may be issued as restricted stock awards is 95,387 shares (converted to 125,557 in connection with the second-step offering).8
.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END | ||||||||||||||||||||||
Name | Option awards | Stock awards | ||||||||||||||||||||
Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (1) | |||||||||||||||||
| Richard Hurd | 15,532 | 62,129 | 5.96 | April 24, 2030 | 24,746 | 271,959 | ||||||||||||||||
| David Ball | — | 37,316 | 7.76 | February 26, 2031 | 15,052 | 165,421 | ||||||||||||||||
| Monica Baker | 8,687 | 34,750 | 5.96 | April 24, 2030 | 14,062 | 154,541 | ||||||||||||||||
| (1) | Based on a closing price of 1895 Bancorp of Wisconsin, Inc. common stock of $10.99 as of December 31, 2021. |
Director Compensation
The following table sets forth for the fiscal year ended December 31, 2021certain information as to the total remuneration we had $185.2 million in commercial real estate loans, representing 56.8% of our total loan portfolio. Of this aggregate amount, we had $59.9 million innon-owneroccupiednon-residentialreal estate, $68.2 million in multi-family residential real estate, $42.6 million in owner occupiednon-residentialreal estate, $7.4 million innon-owneroccupied residential real estate loans and $7.1 million in commercial real estate construction loans.
Directors Compensation Table | ||||||||||||||||||||
Name | Fees earned or paid in cash(1) ($) | Stock Awards(2) ($) | Option Awards(2) ($) | All Other Compensation ($) | Total ($) | |||||||||||||||
| Darrell Francis | 49,200 | — | — | — | 49,200 | |||||||||||||||
| Joseph Murphy | 41,400 | — | — | — | 41,400 | |||||||||||||||
| James Spiegelberg | 41,400 | — | — | — | 41,400 | |||||||||||||||
| John Talsky | 41,400 | — | — | 31,261 | (3) | 72,661 | ||||||||||||||
| Gary Zenobi | 41,400 | — | — | — | 41,400 | |||||||||||||||
| (1) | For the year ended December 31, 2021, each independent director of PyraMax Bank was paid a monthly retainer of $3,450, and Mr. Francis was paid $7,800 in 2021 for his duties as Chairman of the Board. Directors Francis and Spiegelberg deferred $49,200 and $41,400, respectively, of their fees to the Deferral Plan. |
| (2) | At December 31, 2021, each of Messrs. Francis, Murphy, Spiegelberg, Talsky and Zenobi held 5,021 shares of restricted stock and 15,694 stock options (these numbers reflect the number of shares of restricted stock and stock options held after the second-step conversion). |
| (3) | Mr. Talsky received a retainer of $24,000 and additional legal fees of $7,261 for hours worked in 2021 on real estate matters for PyraMax Bank, through his law firm, Talsky & Talsky, SC. |
9
Year Ended December 31, | ||||||||
2021 | 2020 | |||||||
(Dollars in thousands) | ||||||||
Allowance for loan losses at end of period | $ | 2,858 | $ | 2,703 | ||||
Non-accrual loans at end of period | $ | 1,017 | $ | 1,287 | ||||
Total loans at end of period | $ | 325,992 | $ | 331,598 | ||||
Allowance for loan losses to total loans outstanding at end of period | 0.88 | % | 0.82 | % | ||||
Non-accrual loans to total loans outstanding at end of period | 0.31 | % | 0.39 | % | ||||
Non-accrual loans to total loans (excluding PPP loans) | 0.32 | % | 0.86 | % | ||||
Allowance for loan losses to non-accrual loans at end of period | 280.96 | % | 210.03 | % | ||||
Net charge-offs (recoveries) to average loans outstanding during period – Commercial loans | (0.01 | )% | (0.01 | )% | ||||
Net charge-offs (recoveries) to average loans outstanding during period – Residential real estate loans | 0.00 | % | (0.12 | )% | ||||
Net charge-offs (recoveries) to average loans outstanding during period – Consumer loans | (0.54 | )% | (0.43 | )% | ||||
Net charge-offs (recoveries) to average loans outstanding during period – Total | (0.04 | )% | (0.06 | )% | ||||
At December 31, | ||||||||||||||||||||||||
2021 | 2020 | |||||||||||||||||||||||
Allowance for Loan Losses | Percent of Allowance in Category to Total Allocated Allowance | Percent of Loans in Each Category to Total Loans | Allowance for Loan Losses | Percent of Allowance in Category to Total Allocated Allowance | Percent of Loans in Each Category to Total Loans | |||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||
Residential real estate | $ | 745 | 26.0 | % | 25.8 | % | $ | 745 | 27.6 | % | 21.7 | % | ||||||||||||
Commercial | 1,657 | 58.0 | % | 68.9 | % | 1,609 | 59.5 | % | 71.5 | % | ||||||||||||||
Consumer | 456 | 16.0 | % | 5.3 | % | 349 | 12.9 | % | 6.8 | % | ||||||||||||||
Total allocated allowance | $ | 2,858 | 100.0 | % | 100.0 | % | $ | 2,703 | 100.0 | % | 100.0 | % | ||||||||||||
One Year or Less | More than One Year to Five Years | More than Five Years to Ten Years | More than Ten Years | Total | ||||||||||||||||||||||||||||||||||||||||
Amortized Cost | Weighted Average Yield | Amortized Cost | Weighted Average Yield | Amortized Cost | Weighted Average Yield | Amortized Cost | Weighted Average Yield | Amortized Cost | Fair Value | Weighted Average Yield | ||||||||||||||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||||||||||||||||||||||
Securities available-for-sale: | ||||||||||||||||||||||||||||||||||||||||||||
U.S. Treasury notes | $ | — | — | % | $ | 9,782 | 1.14 | % | $ | 9,719 | 1.36 | % | $ | — | — | % | $ | 19,501 | $ | 19,484 | 1.25 | % | ||||||||||||||||||||||
Obligations of states and political subdivisions | 1,505 | 2.11 | % | 3,157 | 2.45 | % | 4,596 | 1.70 | % | 11,500 | 1.90 | % | 20,758 | 20,760 | 1.96 | % | ||||||||||||||||||||||||||||
Government-sponsored mortgage-backed securities | 1,501 | 1.94 | % | 7,020 | 2.53 | % | 19,173 | 1.81 | % | 36,355 | 1.50 | % | 64,049 | 64,149 | 1.72 | % | ||||||||||||||||||||||||||||
Asset-backed securities | — | — | % | 467 | 1.10 | % | — | — | % | 6,012 | 1.16 | % | 6,479 | 6,523 | 1.16 | % | ||||||||||||||||||||||||||||
Certificates of deposit | — | — | % | 1,459 | 2.77 | % | — | — | % | — | — | % | 1,459 | 1,524 | 2.77 | % | ||||||||||||||||||||||||||||
Total | $ | 3,006 | 2.03 | % | $ | 21,885 | 1.88 | % | $ | 33,488 | 1.66 | % | $ | 53,867 | 1.55 | % | $ | 112,246 | $ | 112,440 | 1.66 | % | ||||||||||||||||||||||
2021 | 2020 | |||||||||||||||||||||||
Amount | Percent | Rate | Amount | Percent | Rate | |||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||
Noninterest-bearing checking accounts | $ | 106,664 | 27.7 | % | 0.00 | % | $ | 98,970 | 26.1 | % | 0.00 | % | ||||||||||||
Negotiable order of withdrawal accounts | 37,467 | 9.7 | % | 0.10 | % | 30,630 | 8.1 | % | 0.17 | % | ||||||||||||||
Money market accounts | 94,823 | 24.7 | % | 0.27 | % | 103,724 | 27.2 | % | 0.58 | % | ||||||||||||||
Savings accounts | 64,954 | 16.9 | % | 0.05 | % | 58,895 | 15.5 | % | 0.11 | % | ||||||||||||||
Certificates of deposit (1) | 80,593 | 21.0 | % | 0.55 | % | 87,629 | 23.1 | % | 1.65 | % | ||||||||||||||
Total | $ | 384,501 | 100.0 | % | 0.22 | % | $ | 379,848 | 100.0 | % | 0.67 | % | ||||||||||||
Dollar Amount | ||||
Maturity Period | (Dollars in thousands) | |||
At December 31, 2021: | ||||
Three months or less | $ | 2,678 | ||
Over three through six months | 1,987 | |||
Over six through twelve months | 5,375 | |||
Over twelve months | 0 | |||
Total | $ | 10,040 | ||
Year Opened | Square Footage | Owned/ Leased | Lease Expiration Date | Net Book Value at December 31, 2021 | ||||||||||||||||
Location | (Dollars in thousands) | |||||||||||||||||||
Corporate Office: | ||||||||||||||||||||
7001 West Edgerton Avenue Greenfield, WI 53220 (1) | 1980 | 23,186 | Owned | N/A | $ | 2,669 | ||||||||||||||
Branch Offices: | ||||||||||||||||||||
9000 West Drexel Avenue Franklin, WI 53132 | 2004 | 3,930 | Owned | N/A | 759 | |||||||||||||||
1150 Washington Street Grafton, WI 53024 | 2016 | 5,700 | Leased | 2/28/2028 | 65 | |||||||||||||||
405 Rivercrest Court Mukwonago, WI 53149 | 1999 | 3,097 | Owned | N/A | 471 | |||||||||||||||
1015 Marquette Avenue South Milwaukee, WI 53172 | 1972 | 3,942 | Owned | N/A | 541 | |||||||||||||||
1500 East Moreland Avenue Waukesha, WI 53186 | 1969 | 4,546 | Owned | N/A | 1,359 | |||||||||||||||
Total | $ | 5,864 | ||||||||||||||||||
(1) Included in the net book value for this office is $48,000 related to furniture and equipment that was retained upon closure of the West Allis office. | ||||||||||||||||||||
2021 | 2020 | |||||||||||||||||||||||
Outstanding Average Balance | Interest and Dividends | Average Yield/ Cost | Outstanding Average Balance | Interest and Dividends | Average Yield/ Cost | |||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||
Interest-earning assets: | ||||||||||||||||||||||||
Loans (1) | $ | 332,031 | $ | 12,594 | 3.79 | % | $ | 324,858 | $ | 13,959 | 4.30 | % | ||||||||||||
Securities available-for-sale | 83,044 | 1,399 | 1.68 | % | 63,885 | 1,349 | 2.11 | % | ||||||||||||||||
Other interest-earning assets | 85,815 | 245 | 0.28 | % | 56,405 | 187 | 0.33 | % | ||||||||||||||||
Total interest-earning assets | 500,890 | 14,238 | 2.84 | % | 445,148 | 15,495 | 3.48 | % | ||||||||||||||||
Non-interest-earning assets | 33,274 | 33,750 | ||||||||||||||||||||||
Total assets | $ | 534,164 | $ | 478,898 | ||||||||||||||||||||
Interest-earning liabilities: | ||||||||||||||||||||||||
Negotiable order of withdrawal accounts | $ | 34,207 | $ | 36 | 0.10 | % | $ | 27,702 | $ | 46 | 0.17 | % | ||||||||||||
Money market accounts | 97,079 | 261 | 0.27 | % | �� | 77,313 | 448 | 0.58 | % | |||||||||||||||
Savings accounts | 64,934 | 35 | 0.05 | % | 53,658 | 58 | 0.11 | % | ||||||||||||||||
Certificates of deposit | 81,532 | 452 | 0.55 | % | 107,250 | 1,768 | 1.65 | % | ||||||||||||||||
Total interest-bearing deposits | 277,752 | 784 | 0.28 | % | 265,923 | 2,320 | 0.87 | % | ||||||||||||||||
FHLB advances | 61,424 | 752 | 1.22 | % | 58,920 | 721 | 1.22 | % | ||||||||||||||||
Other interest-bearing liabilities | 8,573 | — | — | % | 8,396 | — | — | % | ||||||||||||||||
Total interest-bearing liabilities | 347,749 | 1,536 | 0.44 | % | 333,239 | 3,041 | 0.91 | % | ||||||||||||||||
Non-interest-bearing deposits | 124,179 | 81,672 | ||||||||||||||||||||||
Other non-interest-bearing liabilities | 6,096 | 4,300 | ||||||||||||||||||||||
Total liabilities | 478,024 | 419,211 | ||||||||||||||||||||||
Total stockholders’ equity | 56,140 | 59,687 | ||||||||||||||||||||||
Total liabilities and stockholders’ equity | $ | 534,164 | $ | 478,898 | ||||||||||||||||||||
Net interest income | $ | 12,702 | $ | 12,454 | ||||||||||||||||||||
Net interest-earning assets | $ | 153,141 | $ | 111,909 | ||||||||||||||||||||
Interest rate spread (2) | 2.40 | % | 2.57 | % | ||||||||||||||||||||
Net interest margin (3) | 2.54 | % | 2.80 | % | ||||||||||||||||||||
Average interest-earning assets to average interest-bearing liabilities | 144.04 | % | 133.58 | % | ||||||||||||||||||||
Years Ended December 31, 2021 vs. 2020 | ||||||||||||
Increase (Decrease) Due to | Total Increase (Decrease) | |||||||||||
Volume | Rate | |||||||||||
(Dollars in thousands) | ||||||||||||
Interest-earning assets: | ||||||||||||
Loans | $ | 317 | (1,682 | ) | (1,365 | ) | ||||||
Securities available-for-sale | 153 | (103 | ) | 50 | ||||||||
Other interest-earning assets | 79 | (21 | ) | 58 | ||||||||
Total interest-earning assets | 549 | (1,806 | ) | (1,257 | ) | |||||||
Interest-bearing liabilities: | ||||||||||||
Negotiable order of withdrawal accounts | (18 | ) | 28 | 10 | ||||||||
Money market accounts | (170 | ) | 357 | 187 | ||||||||
Savings accounts | (17 | ) | 40 | 23 | ||||||||
Certificates of deposit | 350 | 966 | 1,316 | |||||||||
Total interest-bearing deposits | 145 | 1,391 | 1,536 | |||||||||
Borrowings | (31 | ) | (31 | ) | ||||||||
Other | — | — | — | |||||||||
Total interest-bearing liabilities | 114 | 1,391 | 1,505 | |||||||||
Change in net interest income | $ | 663 | (415 | ) | 248 | |||||||
Change in Interest Rates (basis points) (1) | Net Interest Income Year 1 Forecast | Year 1 Change from Level | ||||||
(Dollars in thousands) | ||||||||
+400 | $ | 13,619 | 12.8 | % | ||||
+300 | 13,248 | 9.8 | % | |||||
+200 | 12,874 | 6.7 | % | |||||
+100 | 12,473 | 3.3 | % | |||||
Level | 12,070 | — | ||||||
-100 | 11,518 | (4.6 | )% | |||||
Estimated Increase (Decrease) in EVE | ||||||||||||
Basis Point (“bp”) Change in Interest Rates (1) | Estimated EVE (2) | Amount | Percent | |||||||||
(Dollars in thousands) | ||||||||||||
400 | $ | 73,314 | $ | (4,183 | ) | (5.4 | )% | |||||
300 | 74,541 | (2,956 | ) | (3.8 | )% | |||||||
200 | 76,561 | (936 | ) | (1.2 | )% | |||||||
100 | 77,779 | 282 | 0.4 | % | ||||||||
— | 77,497 | — | — | |||||||||
(100) | 72,219 | (5,278 | ) | (6.8 | )% | |||||||
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Set forth below is information as of December 31, 2021 regarding the Company’s equity compensation plan that has been approved by shareholders. The Company has no equity-based benefit plans, other than its employee stock ownership plan, that were not approved by shareholders.
Number of shares to be issued upon exercise of outstanding options and rights | Weighted average option exercise price | Number of securities remaining available for issuance under plan | ||||||||||
| 2020 Equity Incentive Plan | 386,008 | $ | 6.13 | 26,326 | ||||||||
The following table sets forth information, as of March 31, 2022, regarding certain beneficial owners of shares of the Company’s common stock, including information regarding persons and entities known to the Company to be the beneficial owner of more than 5% of the Company’s issued and outstanding common stock and information regarding each director, named executive officer and all directors and executive officers of the Company as a group. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed shares of each class of common stock subject to options held by that person that were exercisable on or within 60 days of March 31, 2022, to be outstanding. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person.
Number of shares to be issued upon exercise of outstanding options and rights | Weighted average option exercise price | Number of securities remaining available for issuance under plan | ||||||||||
2020 Equity Incentive Plan | 386,008 | $ | 6.13 | 26,326 | ||||||||
Shares of Common Stock Beneficially Owned as of March 31, 2022 (1) | Percent of Shares of Common Stock Outstanding (2) | |||||||
Persons Owning Greater than 5% | ||||||||
AllianceBernstein L.P. | | 543,591 | (3) | 8.53 | % | |||
1345 Avenue of the Americas New York, NY 10105 | ||||||||
Delaware Charter Guarantee & Trust Company dba Principal Trust Company as Directed Trustee for the PyraMax Bank 401(k) Savings Plan and PyraMax Bank Employee Stock Ownership Plan | 481,215 | (4) | 7.55 | % | ||||
7001 West Edgerton Avenue Greenfield, WI 53220 | ||||||||
Directors | ||||||||
Monica Baker | 39,495 | (5) | * | |||||
David Ball | 21,205 | (6) | * | |||||
Darrell Francis | 28,701 | (7) | * | |||||
Richard B. Hurd | 93,310 | (8) | 1.46 | % | ||||
Joseph Murphy | 21,135 | (9) | * | |||||
James Spiegelberg | 21,635 | (10) | * | |||||
John Talsky | 12,554 | (11) | * | |||||
Gary Zenobi | 16,844 | (12) | * | |||||
Executive Officers who are not Directors | ||||||||
Steven T. Klitzing | 900 | * | ||||||
Daniel K. Kempel | 8,377 | (13) | * | |||||
Thomas Peterson | 19,820 | (14) | * | |||||
All directors and officers as a group (11 persons) | 283,976 | 4.39 | % | |||||
10
| * | Represents less than 1% of outstanding common stock. |
| (1) | In accordance with |
| (2) | Based on a total of 6,371,198 shares of common stock outstanding as of |
| (3) | Based on a Schedule 13G filed with the SEC on February 14, 2022 by AllianceBernstein L.P. |
| (4) | Based on a Schedule 13G filed with the SEC on January 26, 2022 by Delaware Charter Guarantee & Trust Company dba Principal Trust Company as Directed Trustee for the PyraMax Bank 401(k) Savings Plan and PyraMax Bank Employee Stock Ownership Plan |
| (5) | Includes 4,308 shares held through Ms. Baker’s 401(k) plan, 1,756 shares allocated to Ms. Baker’s ESOP account, 14,062 shares of unvested restricted stock |
| (6) | Includes 12,041 shares of unvested restricted stock over which Mr. Ball has sole voting power but no investment power and 7,463 shares that could be acquired through the exercise of vested stock options. |
| (7) | Includes 16,147 shares held by a |
| (8) | Includes 27,479 shares held through Mr. Hurd’s 401(k) plan, 1,787 shares allocated to Mr. Hurd’s ESOP account, 24,746 shares of unvested restricted stock over which Mr. Hurd has sole voting power but no investment power, and 31,064 shares that could be acquired through the exercise of vested stock options. |
| (9) | Includes 3,766 shares of unvested restricted stock over which Mr. Murphy has sole voting power but no investment power and 6,278 shares that could be acquired through the exercise of vested stock options. |
| (10) | Includes 9,081 shares held by a deferred compensation plan, 3,766 shares of unvested restricted stock over which Mr. Spiegelberg has sole voting power but no investment power and 6,278 shares that could be acquired through the exercise of vested stock options. |
| (11) | Includes 3,766 shares of unvested restricted stock over which Mr. Talsky has sole voting power but no investment power and 6,278 shares that could be acquired through the exercise of vested stock options. |
| (12) | Includes 4,290 shares held by a deferred compensation plan, 3,766 shares of unvested restricted stock over which Mr. Zenobi has sole voting power but no investment power and 6,278 shares that could be acquired through the exercise of vested stock options. |
| (13) | Includes 2,487 shares held through Mr. Kempel’s 401(k) plan, 792 shares allocated ESOP account, 2,106 shares of unvested restricted stock over which Mr. Kempel has sole voting power but no investment power and 2,632 shares that could be acquired through the exercise of vested stock options.to Mr. Kempel’s |
Management of the Company knows of no arrangements, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.
ITEM 13. | Certain Relationships and Related Transactions and Director Independence |
Board Independence
The board of directors has determined that each of our directors, other than Richard Hurd, David Ball and Monica Baker, would be considered independent under the Nasdaq Stock Market corporate governance listing standards. Mr. Hurd, Mr. Ball and Ms. Baker are not considered independent because they are employees of the Company and PyraMax Bank. In determining the independence of our directors, the board of directors considered relationships between PyraMax Bank and our directors that are not required to be reported under “Transactions With Certain Related Persons,” below, consisting of deposit accounts that our directors maintain at PyraMax Bank. In addition, we utilize the services of Director Talsky’s law firm, of which he is the owner, and the services of a law firm in which Director Murphy’s son is a partner.
Federal law generally prohibits publicly traded companies from making loans to their executive officers and Related Transactionsdirectors, but it contains a specific exemption from the prohibition for loans made by federally insured financial institutions, such as PyraMax Bank, to their executive officers and Director Independence
ITEM
14. Principal Accountant Fees and Services
Set forth below is certain information concerning aggregate fees billed for professional services rendered by Wipfli LLP during the years ended December 31, 2021 and 2020.
Year ended December 31, 2021 | Year ended December 31, 2020 | |||||||
| Audit Fees | $ | 131,000 | $ | 143,600 | ||||
| Audit-Related Fees | $ | 150,100 | $ | 12,600 | ||||
| Tax Fees | $ | 13,200 | $ | 22,700 | ||||
| All Other Fees | $ | 30,000 | $ | 35,400 | ||||
Audit Fees.
including out-of-pocket expenses.
Audit-Related Fees.
billed for non-audit professional services
in 2021 and 2020, including fees billed in connection with our mutual holding company reorganization and related stock offering in 2021.Tax Fees.
All Other Fees
.
The Audit Committee has considered whether the provision
of non-audit services,
which relate primarily to tax services and public company status, is compatible with maintaining the independence of Wipfli LLP. The Audit Committee concluded that performing such services does not affect the independence of Wipfli LLP in performing its function as our independent registered public accounting firm.The Audit Committee’s current policy is exceptionsAll financial statement schedules have been omittedfor non-audit servicesdescribed in Section 10A(i)(1)(B) of the Securities Exchange Act of 1934, as amended. These services may include audit services, audit-related services, tax services and other services. The Audit Committee mayinformation is inapplicable or has been includedto periodically report to the full Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance withNotes to Financial Statements.table above.
to pre-approve all
auditand non-audit services
provided by the independent registered public accounting firm, either by approving an engagement prior to the engagement or pursuant toa pre-approval policy
with respect to particular services, subject to the de minimis
delegate pre-approval authority
to one or more members of the Audit Committee when expedition of services is necessary. The independent registered public accounting firm and management are required this pre-approval, and
the fees for the services performed to date. The AuditCommittee pre-approved 100%
of audit-related fees and tax fees billed and paid during the years ended December 31, 2021 and 2020, as indicated in the PART IV
ITEM
15. Exhibits and Financial Statement Schedules
| (a)(3) | Exhibits | |||||
| 31.1 | ||||||
| 31.2 | ||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||
Wipfli LLP, Eau Claire, Wisconsin (U.S. PCAOB Auditor Firm ID 344)
13
Signatures
Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
1895 BANCORP OF WISCONSIN, INC. | ||||||
| Date: | By: | /s/ Richard B. Hurd | ||||
Richard B. Hurd Chief Executive Officer (Duly Authorized Representative) | ||||||
Pursuant to the requirements of the Securities Exchange of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signatures | Title | Date | ||
/s/ Richard B. Hurd Richard B. Hurd | Chief Executive Officer and Director (Principal Executive Officer) | |||
/s/ David R. Ball David R. Ball | President, Chief Operating Officer and Director | |||
/s/ Steven T. Klitzing Steven T. Klitzing | Principal Financial Officer (Principal Financial and Accounting Officer) | |||
/s/ Darrell Francis | Chairman of the Board | |||
| Darrell Francis | ||||
/s/ Monica Baker | Senior Vice President and Director | |||
| Monica Baker | ||||
/s/ Joseph Murphy | Director | |||
| Joseph Murphy | ||||
/s/ James Spiegelberg | Director | |||
| James Spiegelberg | ||||
/s/ John Talsky | Director | |||
| John Talsky | ||||
/s/ Gary Zenobi | Director | |||
| Gary Zenobi | ||||
December 31, | ||||||||
2021 | 2020 | |||||||
Assets | ||||||||
Cash and due from banks | $ | 65,300 | $ | 87,977 | ||||
Fed funds sold | 1,503 | 4,549 | ||||||
Cash and cash equivalents | 66,803 | 92,526 | ||||||
Marketable equity securities, stated at fair value | 3,544 | 2,992 | ||||||
Available for sale securities, stated at fair value | 112,440 | 58,703 | ||||||
Loans held for sale | 1,183 | 2,484 | ||||||
Loans, net | 323,789 | 329,073 | ||||||
Premises and equipment, net | 5,864 | 6,275 | ||||||
Mortgage servicing rights, net | 2,036 | 1,806 | ||||||
Federal Home Loan Bank (FHLB) stock, at cost | 3,032 | 3,032 | ||||||
Accrued interest receivable | 948 | 912 | ||||||
Cash value of life insurance | 13,892 | 13,485 | ||||||
Other assets | 6,108 | 5,469 | ||||||
TOTAL ASSETS | $ | 539,639 | $ | 516,757 | ||||
Liabilities and Stockholders’ Equity | ||||||||
Deposits | $ | 384,501 | $ | 379,848 | ||||
Advance payments by borrowers for taxes and insurance | 1,860 | 2,737 | ||||||
FHLB advances | 55,442 | 68,398 | ||||||
Accrued interest payable | 109 | 183 | ||||||
Other liabilities | 6,834 | 5,583 | ||||||
TOTAL LIABILITIES | 448,746 | 456,749 | ||||||
Common stock (par value $0.01 per share) | 64 | 49 | ||||||
Authorized - 90,000,000 shares at December 31, 2021 and December 31, 2020 | ||||||||
Issued - 6,402,571 at December 31, 2021 and 4,961,626 at December 31, 2020 (includes 97,128 and 84,949 unvested shares, respectively) (1) | ||||||||
Outstanding - 6,372,508 at December 31, 2021 and 4,834,401 at December 31, 2020 (includes 97,128 and 84,949 unvested shares, respectively) (1) | ||||||||
Preferred stock, $0.01 par value, 10,000,000 shares authorized at December 31, 2021 and December 31, 2020 | 0 | 0 | ||||||
Additional Paid in Capital | 52,805 | 20,134 | ||||||
Unallocated common stock of Employee Stock Ownership Plan (ESOP), 377,077 and 161,486 shares at December 31, 2021 and December 31, 2020, respectively (1) | (3,432 | ) | (1,615 | ) | ||||
Less treasury stock at cost, 30,063 at December 31, 2021 and 127,225 at December 31, 2020 (1) | (301 | ) | (1,228 | ) | ||||
Retained earnings | 41,615 | 41,530 | ||||||
Accumulated other comprehensive income, net of income taxes | 142 | 1,138 | ||||||
Total stockholders’ equity | 90,893 | 60,008 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 539,639 | $ | 516,757 | ||||
Years ended December 31, | ||||||||
2021 | 2020 | |||||||
Interest and dividend income: | ||||||||
Loans, including fees | $ | 12,594 | $ | 13,959 | ||||
Securities, taxable | 1,399 | 1,349 | ||||||
Other | 245 | 187 | ||||||
Total interest and dividend income | 14,238 | 15,495 | ||||||
Interest expense: | ||||||||
Interest-bearing deposits | 784 | 2,320 | ||||||
Borrowed funds | 752 | 721 | ||||||
Total interest expense | 1,536 | 3,041 | ||||||
Net interest income | 12,702 | 12,454 | ||||||
Provision for loan losses | 30 | 500 | ||||||
Net interest income after provision for loan losses | 12,672 | 11,954 | ||||||
Noninterest income: | ||||||||
Service charges and other fees | 964 | 814 | ||||||
Loan servicing, net | 1,157 | 546 | ||||||
Net gain on sale of loans | 1,503 | 3,499 | ||||||
Net gain on sale of securities | 12 | 1,023 | ||||||
Increase in cash surrender value of insurance | 407 | 400 | ||||||
Unrealized gain on marketable equity securities | 222 | 568 | ||||||
Other | 5 | (72 | ) | |||||
Total noninterest income | 4,270 | 6,778 | ||||||
Noninterest expense: | ||||||||
Salaries and employee benefits | 10,425 | 9,674 | ||||||
Foreclosed assets, net | — | (6 | ) | |||||
Advertising and promotions | 111 | 110 | ||||||
Data processing | 801 | 761 | ||||||
Occupancy and equipment | 1,410 | 1,361 | ||||||
FDIC assessment | 163 | 112 | ||||||
Other | 4,011 | 3,667 | ||||||
Total noninterest expense | 16,921 | 15,679 | ||||||
Income before income taxes | 21 | 3,053 | ||||||
Income (benefit) tax expense | (64 | ) | 1,736 | |||||
Net income | $ | 85 | $ | 1,317 | ||||
Earnings per share: | ||||||||
Basic (1) | $ | 0.01 | $ | 0.28 | ||||
Diluted (1) | $ | 0.01 | $ | 0.28 | ||||
Average common shares outstanding: | ||||||||
Basic (1) | 5,987,164 | 4,642,171 | ||||||
Diluted (1) | 6,190,409 | 4,685,208 | ||||||
Years ended December 31, | ||||||||
2021 | 2020 | |||||||
Net income | $ | 85 | $ | 1,317 | ||||
Other comprehensive (loss) income: | ||||||||
Unrealized holding (losses) gains arising during the period | (1,352 | ) | 2,435 | |||||
Reclassification adjustment for gains realized in net income | (12 | ) | (1,023 | ) | ||||
Other comprehensive (loss) income before tax effect | (1,364 | ) | 1,412 | |||||
Tax effect of other comprehensive (loss) income items | (368 | ) | 381 | |||||
Other comprehensive (loss) income, net of tax | (996 | ) | 1,031 | |||||
Comprehensive (loss) income | $ | (911 | ) | $ | 2,348 | |||
Common Stock | Additional Paid In Capital | Treasury Stock | Unallocated Common Stock ESOP | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total Stockholders’ Equity | ||||||||||||||||||||||
Balance, December 31, 2019 | $ | 49 | $ | 19,981 | $ | — | $ | (1,685) | $ | 40,213 | $ | 107 | $ | 58,665 | ||||||||||||||
Net income | — | — | — | — | 1,317 | — | 1,317 | |||||||||||||||||||||
Other comprehensive income | — | — | — | — | — | 1,031 | 1,031 | |||||||||||||||||||||
Common stock reclassified to treasury stock | — | — | (175 | ) | — | — | — | (175 | ) | |||||||||||||||||||
Repurchase of common stock | — | — | (1,053 | ) | — | — | — | (1,053 | ) | |||||||||||||||||||
ESOP shares committed to be released (7,021 shares) (1) | — | (3 | ) | — | 70 | — | — | 67 | ||||||||||||||||||||
Stock compensation expense | — | 156 | — | — | — | — | 156 | |||||||||||||||||||||
Balance, December 31, 2020 | $ | 49 | $ | 20,134 | $ | (1,228) | $ | (1,615) | $ | 41,530 | $ | 1,138 | $ | 60,008 | ||||||||||||||
Net income | — | — | — | — | 85 | — | 85 | |||||||||||||||||||||
Other comprehensive loss | — | — | — | — | — | (996 | ) | (996 | ) | |||||||||||||||||||
Purchase of treasury stock by Rabbi Trust | — | — | (136 | ) | — | — | — | (136 | ) | |||||||||||||||||||
Sales of treasury stock by Rabbi Trust | — | — | 10 | — | — | — | 10 | |||||||||||||||||||||
Repurchase of common stock | — | (15 | ) | — | — | — | — | (15 | ) | |||||||||||||||||||
Gross proceeds from stock offering | 15 | 35,403 | — | — | — | — | 35,418 | |||||||||||||||||||||
Contribution from 1895 Bancorp of Wisconsin, MHC | — | 100 | — | — | — | — | 100 | |||||||||||||||||||||
Stock offering costs | — | (1,988 | ) | — | — | — | — | (1,988 | ) | |||||||||||||||||||
Retirement of treasury shares from stock offering | — | (1,053 | ) | 1,053 | — | — | — | — | ||||||||||||||||||||
Purchase of ESOP shares | — | — | — | (2,041 | ) | — | — | (2,041 | ) | |||||||||||||||||||
ESOP shares committed to be released (22,401 shares) | — | 22 | — | 224 | — | — | 246 | |||||||||||||||||||||
Retirement of common stock | — | (69 | ) | — | — | — | — | (69 | ) | |||||||||||||||||||
Stock options exercised | — | 30 | — | — | — | — | 30 | |||||||||||||||||||||
Stock compensation expense | — | 241 | — | — | — | — | 241 | |||||||||||||||||||||
Balance, December 31, 2021 | $ | 64 | $ | 52,805 | $ | (301) | $ | (3,432) | $ | 41,615 | $ | 142 | $ | 90,893 | ||||||||||||||
Years ended December 31, | ||||||||
2021 | 2020 | |||||||
Cash flows from operating activities | ||||||||
Net income | $ | 85 | $ | 1,317 | ||||
Adjustments to reconcile net income to net cash from operating activities: | ||||||||
Net amortization of investment securities | 221 | 232 | ||||||
Depreciation | 654 | 661 | ||||||
Provision for loan losses | 30 | 500 | ||||||
Net loss on disposal of premises and equipment | 0 | 33 | ||||||
Net change in fair value of marketable equity securities | (222 | ) | (568 | ) | ||||
Net gain on sale of available for sale securities | (12 | ) | (1,023 | ) | ||||
Stock compensation expense | 241 | 156 | ||||||
Adjustment to mortgage servicing rights valuation | (369 | ) | 369 | |||||
(Benefit from) provision for deferred income tax | (64 | ) | 1,650 | |||||
Originations of mortgage loans held for sale | (121,562 | ) | (195,425 | ) | ||||
Proceeds from sales of mortgage loans held for sale | 124,366 | 197,125 | ||||||
Net gain on sale of mortgage loans held for sale | (1,503 | ) | (3,499 | ) | ||||
ESOP compensation | 246 | 67 | ||||||
Net change in cash value of life insurance | (407 | ) | (400 | ) | ||||
Changes in operating assets and liabilities: | ||||||||
Net change in mortgage servicing rights | 139 | (3 | ) | |||||
Change in accrued interest receivable and other assets | (243 | ) | (248 | ) | ||||
Change in accrued interest payable and other liabilities | 1,108 | 322 | ||||||
Net cash provided by operating activities | 2,708 | 1,266 | ||||||
Cash flows from investing activities | ||||||||
Proceeds from sales of available for sale securities | 1,018 | 19,515 | ||||||
Maturities, prepayments and calls of available for sale securities | 12,442 | 55,217 | ||||||
Purchase of available for sale securities | (68,770 | ) | (59,857 | ) | ||||
Net change in marketable equity securities | (330 | ) | (46 | ) | ||||
Net decrease (increase) in loans | 5,254 | (18,899 | ) | |||||
Net capital expenditures for premises and equipment | (243 | ) | (288 | ) | ||||
Net increase in Federal Home Loan Bank stock | 0 | (2,119 | ) | |||||
Cash received in MHC merger | 100 | 0 | ||||||
Net cash used in investing activities | (50,529 | ) | (6,477 | ) | ||||
Cash flows from financing activities | ||||||||
Net increase in deposits | 4,653 | 35,252 | ||||||
Net (decrease) increase in advance payments by borrowers for taxes and insurance | (877 | ) | 1,056 | |||||
Proceeds from the issuance of Federal Home Loan Bank advances | 0 | 52,000 | ||||||
Gross proceeds from stock offering | 35,418 | 0 | ||||||
Stock offering costs | (1,988 | ) | 0 | |||||
Purchase of ESOP shares | (2,041 | ) | 0 | |||||
Purchases of common stock | (151 | ) | (1,053 | ) | ||||
Sale of treasury stock by Rabbi Trust | 10 | 0 | ||||||
Principal payments on Federal Home Loan Bank advances | (12,956 | ) | (1,225 | ) | ||||
Stock options exercised | 30 | 0 | ||||||
Net cash provided by financing activities | 22,098 | 86,030 | ||||||
Net (decrease) increase in cash and cash equivalents | (25,723 | ) | 80,819 | |||||
Cash and cash equivalents at beginning of year | 92,526 | 11,707 | ||||||
Cash and cash equivalents at end of year | $ | 66,803 | $ | 92,526 | ||||
Supplemental cash flow information: | ||||||||
Cash paid during the year for interest | $ | 1,610 | $ | 3,242 | ||||
Cash received during the year for income taxes | $ | (196) | $ | (5) | ||||
Noncash activities: | ||||||||
Retirement of common stock | $ | 69 | $ | 0 | ||||
Loans transferred to loans held for sale | 0 | 124 | ||||||
Issuance of treasury stock – stock compensation plans | 15 | 0 | ||||||
1895 Bancorp of Wisconsin, Inc. common stock held by PyraMax Bank reclassified to treasury stock | 0 | 175 | ||||||
Retirement of treasury stock | 1,053 | 0 | ||||||
Gross | Gross | |||||||||||||||
Amortized | Unrealized | Unrealized | ||||||||||||||
December 31, 2021 | Cost | Gains | Losses | Fair Value | ||||||||||||
U.S. Treasury notes | $ | 19,501 | $ | 8 | $ | (25 | ) | $ | 19,484 | |||||||
Obligations of states and political subdivisions | 20,758 | 207 | (205 | ) | 20,760 | |||||||||||
Government-sponsored mortgage-backed securities | 64,049 | 563 | (463 | ) | 64,149 | |||||||||||
Asset-backed securities | 6,479 | 45 | (1 | ) | 6,523 | |||||||||||
Certificates of deposit | 1,459 | 65 | — | 1,524 | ||||||||||||
Total | $ | 112,246 | $ | 888 | $ | (694 | ) | $ | 112,440 | |||||||
Gross | Gross | |||||||||||||||
Amortized | Unrealized | Unrealized | ||||||||||||||
December 31, 2020 | Cost | Gains | Losses | Fair Value | ||||||||||||
Obligations of states and political subdivisions | $ | 11,570 | $ | 244 | $ | (11 | ) | $ | 11,803 | |||||||
Government-sponsored mortgage-backed securities | 36,886 | 1,165 | (12 | ) | 38,039 | |||||||||||
Asset-backed securities | 7,231 | 57 | (7 | ) | 7,281 | |||||||||||
Certificates of deposit | 1,458 | 122 | — | 1,580 | ||||||||||||
Total | $ | 57,145 | $ | 1,588 | $ | (30 | ) | $ | 58,703 | |||||||
Less than 12 months | 12 months or longer | Total | ||||||||||||||||||||||
Fair | Unrealized | Fair | Unrealized | Fair | Unrealized | |||||||||||||||||||
December 31, 2021 | Value | Loss | Value | Loss | Value | Loss | ||||||||||||||||||
U.S. Treasury notes | $ | 12,971 | $ | (25 | ) | $ | — | $ | — | $ | 12,971 | $ | (25 | ) | ||||||||||
Obligations of states and political subdivisions | 5,414 | (82 | ) | 4,105 | (123 | ) | 9,519 | (205 | ) | |||||||||||||||
Government-sponsored mortgage-backed securities | 39,392 | (463 | ) | — | — | 39,392 | (463 | ) | ||||||||||||||||
Asset-backed securities | 808 | (1 | ) | — | — | 808 | (1 | ) | ||||||||||||||||
Total | $ | 58,585 | $ | (571 | ) | $ | 4,105 | $ | (123 | ) | $ | 62,690 | $ | (694 | ) | |||||||||
Less than 12 months | 12 months or longer | Total | ||||||||||||||||||||||
Fair | Unrealized | Fair | Unrealized | Fair | Unrealized | |||||||||||||||||||
December 31, 2020 | Value | Loss | Value | Loss | Value | Loss | ||||||||||||||||||
Obligations of states and political subdivisions | $ | 4,235 | $ | (11 | ) | $ | 0 | $ | 0 | $ | 4,235 | $ | (11 | ) | ||||||||||
Government-sponsored mortgage-backed securities | 4,984 | (12 | ) | 0 | 0 | 4,984 | (12 | ) | ||||||||||||||||
Asset-backed securities | 0 | 0 | 638 | (7 | ) | 638 | (7 | ) | ||||||||||||||||
Total | $ | 9,219 | $ | (23 | ) | $ | 638 | $ | (7 | ) | $ | 9,857 | $ | (30 | ) | |||||||||
December 31, 2021 | ||||||||
Amortized | Fair | |||||||
Cost | Value | |||||||
Debt and other securities: | ||||||||
Due in one year or less | $ | 1,505 | $ | 1,512 | ||||
Due after one through 5 years | 13,901 | 13,982 | ||||||
Due after 5 through 10 years | 14,812 | 14,822 | ||||||
Due after 10 years | 11,500 | 11,452 | ||||||
Total debt and other securities | 41,718 | 41,768 | ||||||
Mortgage-related securities | 64,049 | 64,149 | ||||||
Asset-backed securities | 6,479 | 6,523 | ||||||
Total | $ | 112,246 | $ | 112,440 | ||||
Years ended December 31, | ||||||||
2021 | 2020 | |||||||
Proceeds from sales of securities available-for-sale | $ | 1,018 | $ | 19,515 | ||||
Gross realized gains | 12 | 1,023 | ||||||
Gross realized losses | — | — | ||||||
As of December 31, | ||||||||
2021 | 2020 | |||||||
Commercial: | ||||||||
Real estate | $ | 185,223 | $ | 189,291 | ||||
Land development | 1,400 | 1,492 | ||||||
Other | 38,160 | 46,184 | ||||||
Residential real estate: | ||||||||
First mortgage | 80,661 | 68,968 | ||||||
Construction | 3,388 | 2,954 | ||||||
Consumer: | ||||||||
Home equity and lines of credit | 17,032 | 22,348 | ||||||
Other | 128 | 361 | ||||||
Subtotal | 325,992 | 331,598 | ||||||
Net deferred loan costs | 655 | 178 | ||||||
Allowance for loan losses | (2,858 | ) | (2,703 | ) | ||||
Loans, net | $ | 323,789 | $ | 329,073 | ||||
December 31, 2021 | Commercial | Residential | Consumer | Total | ||||||||||||
Allowance for loan losses | ||||||||||||||||
Beginning balance | $ | 1,609 | $ | 745 | $ | 349 | $ | 2,703 | ||||||||
Provision (credit) for loan losses | 30 | 0 | 0 | 30 | ||||||||||||
Loans charged-off | 0 | 0 | (19 | ) | (19 | ) | ||||||||||
Recoveries | 18 | 0 | 126 | 144 | ||||||||||||
Ending balance | $ | 1,657 | $ | 745 | $ | 456 | $ | 2,858 | ||||||||
December 31, 2020 | Commercial | Residential | Consumer | Total | ||||||||||||
Allowance for loan losses | ||||||||||||||||
Beginning balance | $ | 1,235 | $ | 573 | $ | 192 | $ | 2,000 | ||||||||
Provision (credit) for loan losses | 360 | 100 | 40 | 500 | ||||||||||||
Loans charged-off | — | (60 | ) | (8 | ) | (68 | ) | |||||||||
Recoveries | 14 | 132 | 125 | 271 | ||||||||||||
Ending balance | $ | 1,609 | $ | 745 | $ | 349 | $ | 2,703 | ||||||||
December 31, 2021 | Commercial | Residential | Consumer | Total | ||||||||||||
Loans: | ||||||||||||||||
Individually evaluated for impairment | $ | 4,833 | $ | 1,357 | $ | 37 | $ | 6,227 | ||||||||
Collectively evaluated for impairment | 219,950 | 82,692 | 17,123 | 319,765 | ||||||||||||
Total loans | $ | 224,783 | $ | 84,049 | $ | 17,160 | $ | 325,992 | ||||||||
Allowance for loan losses: | ||||||||||||||||
Individually evaluated for impairment | $ | — | $ | — | $ | — | $ | — | ||||||||
Collectively evaluated for impairment | 1,657 | 745 | 456 | 2,858 | ||||||||||||
Total allowance for loan losses | $ | 1,657 | $ | 745 | $ | 456 | $ | 2,858 | ||||||||
December 31, 2020 | Commercial | Residential | Consumer | Total | ||||||||||||
Loans: | ||||||||||||||||
Individually evaluated for impairment | $ | 10,573 | $ | 411 | $ | 21 | $ | 11,005 | ||||||||
Collectively evaluated for impairment | 226,394 | 71,511 | 22,688 | 320,593 | ||||||||||||
Total loans | $ | 236,967 | $ | 71,922 | $ | 22,709 | $ | 331,598 | ||||||||
Allowance for loan losses: | ||||||||||||||||
Individually evaluated for impairment | $ | — | $ | — | $ | — | $ | — | ||||||||
Collectively evaluated for impairment | 1,609 | 745 | 349 | 2,703 | ||||||||||||
Total allowance for loan losses | $ | 1,609 | $ | 745 | $ | 349 | $ | 2,703 | ||||||||
Recorded Investment | Unpaid Principal | Reserve | Average Investment | Interest Recognized | ||||||||||||||||
December 31, 2021 | ||||||||||||||||||||
Impaired loans with reserve: | �� | |||||||||||||||||||
Commercial: | ||||||||||||||||||||
Real estate | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
Land development | — | — | — | — | — | |||||||||||||||
Other | — | — | — | — | — | |||||||||||||||
Residential real estate: | ||||||||||||||||||||
First mortgages | — | — | — | — | — | |||||||||||||||
Construction | — | — | — | — | — | |||||||||||||||
Consumer: | ||||||||||||||||||||
Home equity and lines of credit | — | — | — | — | — | |||||||||||||||
Other | — | — | — | — | — | |||||||||||||||
Total impaired loans with reserve | — | — | — | — | — | |||||||||||||||
Impaired loans with no reserve: | ||||||||||||||||||||
Commercial: | ||||||||||||||||||||
Real estate | $ | 4,088 | $ | 4,089 | NA | $ | 5,615 | $ | 213 | |||||||||||
Land development | — | — | NA | 734 | 33 | |||||||||||||||
Other | 745 | 796 | NA | 1,478 | 35 | |||||||||||||||
Residential real estate: | ||||||||||||||||||||
First mortgages | 1,357 | 1,572 | NA | 914 | 34 | |||||||||||||||
Construction | — | — | NA | — | — | |||||||||||||||
Consumer: | ||||||||||||||||||||
Home equity and lines of credit | 37 | 41 | NA | 17 | 22 | |||||||||||||||
Other | — | — | NA | — | — | |||||||||||||||
Total impaired loans with no reserve | 6,227 | 6,498 | NA | 8,758 | 337 | |||||||||||||||
Total impaired loans | $ | 6,227 | $ | 6,498 | $ | 0 | $ | 8,758 | $ | 337 | ||||||||||
Recorded Investment | Unpaid Principal | Reserve | Average Investment | Interest Recognized | ||||||||||||||||
December 31, 2020 | ||||||||||||||||||||
Impaired loans with reserve: | ||||||||||||||||||||
Commercial: | ||||||||||||||||||||
Real estate | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
Land development | — | — | — | — | — | |||||||||||||||
Other | — | — | — | — | — | |||||||||||||||
Residential real estate: | ||||||||||||||||||||
First mortgages | — | — | — | 36 | — | |||||||||||||||
Construction | — | — | — | — | — | |||||||||||||||
Consumer: | ||||||||||||||||||||
Home equity and lines of credit | — | — | — | 4 | — | |||||||||||||||
Other | — | — | — | — | — | |||||||||||||||
Total impaired loans with reserve | — | — | — | 40 | — | |||||||||||||||
Impaired loans with no reserve: | ||||||||||||||||||||
Commercial: | ||||||||||||||||||||
Real estate | $ | 6,277 | $ | 6,277 | NA | $ | 6,268 | $ | 332 | |||||||||||
Land development | 1,492 | 1,492 | NA | 503 | 40 | |||||||||||||||
Other | 2,804 | 2,804 | NA | 2,301 | 138 | |||||||||||||||
Residential real estate: | ||||||||||||||||||||
First mortgages | 411 | 495 | NA | 568 | 261 | |||||||||||||||
Construction | — | — | NA | — | — | |||||||||||||||
Consumer: | ||||||||||||||||||||
Home equity and lines of credit | 21 | 51 | NA | 24 | 3 | |||||||||||||||
Other | — | — | NA | — | — | |||||||||||||||
Total impaired loans with no reserve | 11,005 | 11,119 | NA | 9,664 | 774 | |||||||||||||||
Total impaired loans | $ | 11,005 | $ | 11,119 | $ | — | $ | 9,704 | $ | 774 | ||||||||||
December 31, 2021 | Pass | Watch and Special Mention | Substandard | Total | ||||||||||||
Commercial: | ||||||||||||||||
Real estate | $ | 172,172 | $ | 8,963 | $ | 4,088 | $ | 185,223 | ||||||||
Land development | 1,400 | — | — | 1,400 | ||||||||||||
Other | 37,414 | 1 | 745 | 38,160 | ||||||||||||
Total | $ | 210,986 | $ | 8,964 | $ | 4,833 | $ | 224,783 | ||||||||
December 31, 2020 | Pass | Watch and Special Mention | Substandard | Total | ||||||||||||
Commercial: | ||||||||||||||||
Real estate | $ | 163,961 | $ | 19,272 | $ | 6,058 | $ | 189,291 | ||||||||
Land development | — | — | 1,492 | 1,492 | ||||||||||||
Other | 37,675 | 5,705 | 2,804 | 46,184 | ||||||||||||
Total | $ | 201,636 | $ | 24,977 | $ | 10,354 | $ | 236,967 | ||||||||
December 31, 2021 | Performing | Non-Performing | Total | |||||||||
Residential real estate: | ||||||||||||
First mortgage | $ | 79,722 | $ | 939 | $ | 80,661 | ||||||
Construction | 3,388 | — | 3,388 | |||||||||
Consumer: | ||||||||||||
Home equity and lines of credit | 16,954 | 78 | 17,032 | |||||||||
Other | 128 | — | 128 | |||||||||
Total | $ | 100,192 | $ | 1,017 | $ | 101,209 | ||||||
December 31, 2020 | Performing | Non-Performing | Total | |||||||||
Residential real estate: | ||||||||||||
First mortgage | $ | 67,817 | $ | 1,151 | $ | 68,968 | ||||||
Construction | 2,954 | — | 2,954 | |||||||||
Consumer: | ||||||||||||
Home equity and lines of credit | 22,212 | 136 | 22,348 | |||||||||
Other | 361 | — | 361 | |||||||||
Total | $ | 93,344 | $ | 1,287 | $ | 94,631 | ||||||
December 31, 2021 | Current Loans | Loans Past Due 30-89 Days | Loans Past Due 90+ Days | Total Loans | Non-accrual Loans | |||||||||||||||
Commercial: | ||||||||||||||||||||
Real estate | $ | 185,223 | $ | 0 | $ | — | $ | 185,223 | $ | — | ||||||||||
Land development | 1,400 | — | — | 1,400 | — | |||||||||||||||
Other | 38,127 | 33 | — | 38,160 | — | |||||||||||||||
Residential real estate: | ||||||||||||||||||||
First mortgage | 80,319 | 342 | 0 | 80,661 | 939 | |||||||||||||||
Construction | 3,388 | — | — | 3,388 | — | |||||||||||||||
Consumer: | ||||||||||||||||||||
Home equity and lines of credit | 17,032 | 0 | 0 | 17,032 | 78 | |||||||||||||||
Other | 128 | — | — | 128 | — | |||||||||||||||
Total | $ | 325,617 | $ | 375 | $ | 0 | $ | 325,992 | $ | 1,017 | ||||||||||
| Total non-accrual loans to total loans | | 0.31 | % | |||||||||||||||||
| Total non-accrual loans to total assets | | 0.19 | % | |||||||||||||||||
December 31, 2020 | Current Loans | Loans Past Due 30-89 Days | Loans Past Due 90+ Days | Total Loans | Non-accrual Loans | |||||||||||||||
Commercial: | ||||||||||||||||||||
Real estate | $ | 189,050 | $ | 241 | $ | — | $ | 189,291 | $ | — | ||||||||||
Land development | 1,492 | — | — | 1,492 | — | |||||||||||||||
Other | 46,151 | 33 | — | 46,184 | — | |||||||||||||||
Residential real estate: | ||||||||||||||||||||
First mortgage | 68,147 | 684 | 137 | 68,968 | 1,151 | |||||||||||||||
Construction | 2,954 | — | — | 2,954 | — | |||||||||||||||
Consumer: | ||||||||||||||||||||
Home equity and lines of credit | 22,204 | 121 | 23 | 22,348 | 136 | |||||||||||||||
Other | 361 | — | — | 361 | — | |||||||||||||||
Total | $ | 330,359 | $ | 1,079 | $ | 160 | $ | 331,598 | $ | 1,287 | ||||||||||
| Total non-accrual loans to total loans | | 0.39 | % | |||||||||||||||||
| Total non-accrual loans to total assets | | 0.25 | % | |||||||||||||||||
Years ended December 31, | ||||||||
2021 | 2020 | |||||||
Nonaccrual loans, other than troubled debt restructurings | $ | 826 | $ | 1,068 | ||||
Nonaccrual loans, troubled debt restructurings | 191 | 219 | ||||||
Total nonperforming loans (NPLs) | $ | 1,017 | $ | 1,287 | ||||
Troubled debt restructurings, accruing | $ | 418 | $ | 432 | ||||
As of December 31, | ||||||||
2021 | 2020 | |||||||
Land | $ | 863 | $ | 863 | ||||
Buildings | 8,060 | 7,845 | ||||||
Leasehold improvements | 1 | 209 | ||||||
Furniture and equipment | 6,111 | 5,929 | ||||||
Totals | 15,035 | 14,846 | ||||||
Less: Accumulated depreciation | 9,171 | 8,571 | ||||||
Premises and equipment, net | $ | 5,864 | $ | 6,275 | ||||
As of December 31, | ||||||||
2021 | 2020 | |||||||
Mortgage servicing rights beginning balance | $ | 1,806 | $ | 2,172 | ||||
Additions | 553 | 770 | ||||||
Amortization | (692 | ) | (767 | ) | ||||
De crease (in | 369 | (369 | ) | |||||
Mortgage servicing rights ending balance | $ | 2,036 | $ | 1,806 | ||||
Fair value at beginning of period | $ | 1,806 | $ | 2,404 | ||||
Fair value at end of period | $ | 2,477 | $ | 1,806 | ||||
Estimated future amortization as of December 31, 2021: | ||||
2022 | $ | 419 | ||
2023 | 282 | |||
2024 | 217 | |||
2025 | 181 | |||
2026 | 152 | |||
Thereafter | 785 | |||
Total | $ | 2,036 | ||
As of December 31, | ||||||||
2021 | 2020 | |||||||
Non-interest bearing checking | $ | 106,664 | $ | 98,970 | ||||
Interest bearing checking | 37,467 | 30,630 | ||||||
Money market | 94,823 | 103,724 | ||||||
Statement savings | 64,954 | 58,895 | ||||||
Certificates of deposit (1) | 80,593 | 87,629 | ||||||
Total | $ | 384,501 | $ | 379,848 | ||||
Years ended December 31, | ||||||||
2021 | 2020 | |||||||
Interest bearing checking | $ | 36 | $ | 46 | ||||
Money market | 261 | 448 | ||||||
Statement savings | 35 | 58 | ||||||
Certificates of deposit | 452 | 1,768 | ||||||
Total | $ | 784 | $ | 2,320 | ||||
2022 | $ | 77,339 | ||
2023 | 1,351 | |||
2024 | 972 | |||
2025 | 581 | |||
2026 | 350 | |||
Total | $ | 80,593 | ||
As of December 31, | ||||||||||||||||
2021 | 2020 | |||||||||||||||
Rate | Amount | Rate | Amount | |||||||||||||
Fixed rate, COVID-19 Relief Advance, maturing May 2021 | N/A | $ | 0 | 0.00 | % | $ | 4,000 | |||||||||
Fixed rate, fixed term advance, maturing July 2021 | N/A | 0 | 1.41 | % | 7,000 | |||||||||||
Fixed rate, fixed term advance, maturing February 2022 | 1.62 | % | 6,500 | 1.62 | % | 6,500 | ||||||||||
Fixed rate, fixed term advance, maturing February 2023 | 1.62 | % | 6,500 | 1.62 | % | 6,500 | ||||||||||
Putable advance, maturing October 2029 first option date Nov 2020 | 1.03 | % | 10,000 | 1.03 | % | 10,000 | ||||||||||
Putable advance, maturing February 2030 first option date Feb 2023 | 0.98 | % | 5,000 | 0.98 | % | 5,000 | ||||||||||
Putable advance, maturing March 2030 first option date March 2025 | 0.89 | % | 10,000 | 0.89 | % | 10,000 | ||||||||||
Advance structured note, payments due monthly, maturing February 2030 | 7.47 | % | 542 | 7.47 | % | 584 | ||||||||||
Advance structured note, payments due monthly, maturing April 2030 | 1.05 | % | 8,405 | 1.05 | % | 9,365 | ||||||||||
Advance structured note, payments due monthly, maturing May 2030 | 1.19 | % | 8,495 | 1.19 | % | 9,449 | ||||||||||
Total | $ | 55,442 | $ | 68,398 | ||||||||||||
December 31, 2021 | ||||||||
Weighted Average Rate | Amount | |||||||
2022 | 1.54 | % | 8,481 | |||||
2023 | 1.54 | % | 8,506 | |||||
2024 | 1.28 | % | 2,032 | |||||
2025 | 1.30 | % | 2,059 | |||||
2026 | 1.31 | % | 2,086 | |||||
Thereafter | 1.05 | % | 32,278 | |||||
Total | $ | 55,442 | ||||||
Years ended December 31, | ||||||||
2021 | 2020 | |||||||
Current tax expense (benefit): | ||||||||
Federal | $ | — | $ | 86 | ||||
State | — | — | ||||||
Total current tax expense (benefit) | — | 86 | ||||||
Deferred tax expense: | ||||||||
Federal | (49 | ) | 589 | |||||
State | (15 | ) | 127 | |||||
Valuation allowance | — | 934 | ||||||
Total deferred tax expense | (64 | ) | 1,650 | |||||
Provision (credit) for income taxes | $ | (64 | ) | $ | 1,736 | |||
Years ended December 31, | ||||||||||||||||
2021 | 2020 | |||||||||||||||
Amount | % of Pretax Income | Amount | % of Pretax Income | |||||||||||||
Reconciliation of statutory to effective rates: | ||||||||||||||||
Federal income taxes at statutory rate | $ | 5 | 21.00 | % | $ | 641 | 21.00 | % | ||||||||
Adjustments for: | ||||||||||||||||
Increase in cash value of life insurance | (85 | ) | (357.00 | %) | (84 | ) | (2.75 | %) | ||||||||
Change in valuation allowance | — | 0.00 | % | 934 | 30.60 | % | ||||||||||
Other, net | 16 | 67.20 | % | 245 | 8.03 | % | ||||||||||
Total income tax expense (benefit) | $ | (64 | ) | (268.80 | %) | $ | 1,736 | 56.88 | % | |||||||
As of December 31, | ||||||||
2021 | 2020 | |||||||
Deferred tax assets: | ||||||||
Allowance for loan losses | $ | 780 | $ | 735 | ||||
Deferred compensation | 1,070 | 859 | ||||||
Accrued employee benefits | 102 | 122 | ||||||
NOL and charitable contribution carryforwards | 3,442 | 3,492 | ||||||
Premises and equipment | 40 | 6 | ||||||
ESOP release of shares | 32 | 17 | ||||||
Other | 82 | 57 | ||||||
Total deferred tax assets | $ | 5,548 | $ | 5,288 | ||||
Deferred tax liabilities: | ||||||||
Loan fees | $ | 179 | $ | 48 | ||||
Unrealized gain on available for sale securities | 52 | 420 | ||||||
Mortgage servicing rights | 556 | 491 | ||||||
FHLB stock dividends | 26 | 26 | ||||||
Total deferred tax liabilities | $ | 813 | $ | 985 | ||||
Net deferred tax asset/liability | 4,735 | 4,303 | ||||||
Valuation allowance | (934 | ) | (934 | ) | ||||
Net deferred tax asset | $ | 3,801 | $ | 3,369 | ||||
December 31, 2021 | ||||||||||||
Fixed Rate | Variable Rate | Total | ||||||||||
Commitments to extend credit | $ | 21,586 | $ | 56,921 | $ | 78,507 | ||||||
Standby letters of credit | — | 175 | 175 | |||||||||
Credit enhancement under the FHLB of Chicago Mortgage Partnership Finance Program | 1,214 | — | 1,214 | |||||||||
Commitments to sell loans | 5,410 | — | 5,410 | |||||||||
Overdraft protection program commitments | 3,993 | — | 3,993 | |||||||||
December 31, 2020 | ||||||||||||
Fixed Rate | Variable Rate | Total | ||||||||||
Commitments to extend credit | $ | 12,084 | $ | 41,778 | $ | 53,862 | ||||||
Standby letters of credit | 23 | 2,150 | 2,173 | |||||||||
Credit enhancement under the FHLB of Chicago Mortgage Partnership Finance Program | 1,087 | — | 1,087 | |||||||||
Commitments to sell loans | 53,847 | — | 53,847 | |||||||||
Overdraft protection program commitments | 4,104 | — | 4,104 | |||||||||
2022 | $ | 85 | ||
2023 | 87 | |||
2024 | 15 | |||
Thereafter | 0 | |||
Total | $ | 187 | ||
2021 (1) | 2020 | |||||||
Shares committed to be released | 22,401 | 7,021 | ||||||
Total allocated shares | 15,239 | 7,021 | ||||||
Total unallocated shares | 377,077 | 161,486 | ||||||
Total ESOP shares | 414,717 | 175,528 | ||||||
| Fair value of unallocated shares (based on $10.99 and $9.96 share price as of December 31, 2021 and December 31, 2020, respectively) | $ | 4,144 | $ | 1,608 | ||||
Years ended December 31, | ||||||||
2021 | 2020 | |||||||
Beginning balance | $ | 1,034 | $ | 1,172 | ||||
Adjustments due to changes in directors, executive officers, and/or principal stockholders | 202 | 0 | ||||||
New loans | 53 | 512 | ||||||
Repayments | (357 | ) | (650 | ) | ||||
Ending balance | $ | 932 | $ | 1,034 | ||||
Recurring Fair Value Measurements Using | ||||||||||||||||
December 31, 2021 | Level 1 | Level 2 | Level 3 | |||||||||||||
Marketable equity securities | $ | 3,544 | $ | 3,544 | $ | — | $ | — | ||||||||
Securities available-for-sale: | ||||||||||||||||
U.S. Treasury notes | 19,484 | — | 19,484 | — | ||||||||||||
Obligations of states and political subdivisions | 20,760 | — | 20,760 | — | ||||||||||||
Government-sponsored mortgage-backed securities | 64,149 | — | 64,149 | — | ||||||||||||
Asset-backed securities | 6,523 | — | 6,523 | — | ||||||||||||
Certificates of deposit | 1,524 | — | 1,524 | — | ||||||||||||
Total | $ | 115,984 | $ | 3,544 | $ | 112,440 | $ | — | ||||||||
Recurring Fair Value Measurements Using | ||||||||||||||||
December 31, 2020 | Level 1 | Level 2 | Level 3 | |||||||||||||
Marketable equity securities | $ | 2,992 | $ | 2,992 | $ | — | $ | — | ||||||||
Securities available-for-sale: | ||||||||||||||||
U.S. Treasury notes | — | — | — | — | ||||||||||||
Obligations of states and political subdivisions | 11,803 | — | 11,803 | — | ||||||||||||
Government-sponsored mortgage-backed securities | 38,039 | — | 38,039 | — | ||||||||||||
Asset-backed securities | 7,281 | — | 7,281 | — | ||||||||||||
Certificates of deposit | 1,580 | — | 1,580 | — | ||||||||||||
Total | $ | 61,695 | $ | 2,992 | $ | 58,703 | $ | — | ||||||||
Fair Value at | Significant Unobservable Input Value | |||||||||||||||||||
December 31, 2021 | Valuation Technique | Significant Unobservable Input(s) | Minimum Value | Maximum Value | ||||||||||||||||
Rate lock commitments | 30 | Pricing model | Pull through rate | 75.0 | % | 100.0 | % | |||||||||||||
Mortgage servicing rights | 2,477 | Pricing models | Prepayment rate | 11.3 | % | 37.0 | % | |||||||||||||
| Discount rate | 10.0 | % | 13.5 | % | ||||||||||||||||
| Cost to service | $ | 83.00 | $ | 85.00 | ||||||||||||||||
December 31, 2021 | ||||||||||||||||
Carrying Value | Level 1 | Level 2 | Level 3 | |||||||||||||
Financial assets: | ||||||||||||||||
Cash and cash equivalents | $ | 66,803 | $ | 66,803 | $ | — | $ | — | ||||||||
Available for sale securities | 112,440 | — | 112,440 | — | ||||||||||||
Marketable equity securities | 3,544 | 3,544 | — | — | ||||||||||||
Loans held for sale | 1,183 | — | 1,183 | — | ||||||||||||
Loans | 323,789 | — | — | 323,182 | ||||||||||||
Rate lock commitments | 30 | — | — | 30 | ||||||||||||
Accrued interest receivable | 948 | 948 | — | — | ||||||||||||
Federal Home Loan Bank Stock | 3,032 | — | — | 3,032 | ||||||||||||
Cash value of life insurance | 13,892 | — | — | 13,892 | ||||||||||||
Financial liabilities: | ||||||||||||||||
Deposits | 384,501 | 303,908 | — | 80,473 | ||||||||||||
Advance payments by borrowers for taxes and insurance | 1,860 | 1,860 | — | — | ||||||||||||
Federal Home Loan Bank advances | 55,442 | — | — | 55,981 | ||||||||||||
Accrued interest payable | 109 | 109 | — | — | ||||||||||||
December 31, 2020 | ||||||||||||||||
Carrying Value | Level 1 | Level 2 | Level 3 | |||||||||||||
Financial assets: | ||||||||||||||||
Cash and cash equivalents | $ | 92,526 | $ | 92,526 | $ | — | $ | — | ||||||||
Available for sale securities | 58,703 | — | 58,703 | — | ||||||||||||
Marketable equity securities | 2,992 | 2,992 | — | — | ||||||||||||
Loans held for sale | 2,484 | — | 2,484 | — | ||||||||||||
Loans | 329,073 | — | — | 332,882 | ||||||||||||
Rate lock commitments | 354 | — | — | 354 | ||||||||||||
Accrued interest receivable | 912 | 912 | — | — | ||||||||||||
Federal Home Loan Bank Stock | 3,032 | — | — | 3,032 | ||||||||||||
Cash value of life insurance | 13,485 | — | — | 13,485 | ||||||||||||
Financial liabilities: | ||||||||||||||||
Deposits | 379,848 | 292,219 | — | 87,884 | ||||||||||||
Advance payments by borrowers for taxes and insurance | 2,737 | 2,737 | — | — | ||||||||||||
Federal Home Loan Bank advances | 68,398 | — | — | 70,561 | ||||||||||||
Accrued interest payable | 183 | 183 | — | — | ||||||||||||
Actual | For Capital Adequacy Purposes | To Be Well Capitalized Under Prompt Corrective Action Provisions | ||||||||||||||||||||||
(Dollars in thousands) | Amount | Ratio | Amount | Ratio | Amount | Ratio | ||||||||||||||||||
December 31, 2021 | ||||||||||||||||||||||||
PyraMax Bank | ||||||||||||||||||||||||
Leverage (Tier 1) | $ | 65,179 | 11.9 | % | $ | 21,838 | 4.0 | % | $ | 27,298 | 5.0 | % | ||||||||||||
Risk-based: | ||||||||||||||||||||||||
Common Equity Tier 1 | 65,179 | 19.4 | % | 15,124 | 4.5 | % | 21,846 | 6.5 | % | |||||||||||||||
Tier 1 | 65,179 | 19.4 | % | 20,166 | 6.0 | % | 26,888 | 8.0 | % | |||||||||||||||
Total | 68,037 | 20.2 | % | 26,888 | 8.0 | % | 33,610 | 10.0 | % | |||||||||||||||
December 31, 2020 | ||||||||||||||||||||||||
PyraMax Bank | ||||||||||||||||||||||||
Leverage (Tier 1) | $ | 49,534 | 9.8 | % | $ | 20,195 | 4.0 | % | $ | 25,243 | 5.0 | % | ||||||||||||
Risk-based: | ||||||||||||||||||||||||
Common Equity Tier 1 | 49,534 | 15.1 | % | 14,725 | 4.5 | % | 21,269 | 6.5 | % | |||||||||||||||
Tier 1 | 49,534 | 15.1 | % | 19,633 | 6.0 | % | 26,177 | 8.0 | % | |||||||||||||||
Total | 52,237 | 16.0 | % | 26,177 | 8.0 | % | 32,722 | 10.0 | % | |||||||||||||||
Years ended December 31, | ||||||||||||
2021 (1) | 2020 (2) | 2020 (1) (Unaudited) | ||||||||||
(dollars in thousands, except per share amounts) | ||||||||||||
Net income | $ | 85 | $ | 1,317 | $ | 1,317 | ||||||
Weighted shares outstanding for basic EPS | ||||||||||||
| Weighted average shares outstanding | 6,248,678 | 4,807,158 | 6,327,662 | |||||||||
| Less: Weighted average unallocated ESOP shares | 261,514 | 164,987 | 217,172 | |||||||||
| Weighted average shares outstanding for basic EPS | 5,987,164 | 4,642,171 | 6,110,490 | |||||||||
| Additional dilutive shares | 203,245 | 43,037 | 56,649 | |||||||||
| Weighted average shares outstanding for dilutive EPS | 6,190,409 | 4,685,208 | 6,167,139 | |||||||||
Basic income per share | $ | 0.01 | $ | 0.28 | $ | 0.22 | ||||||
Diluted income per share | $ | 0.01 | $ | 0.28 | $ | 0.21 | ||||||
2021 | 2020 | |||||||
Dividend yield | 0.00 | % | 0.00 | % | ||||
Risk-free interest rate | 0.96 | % | 0.45 | % | ||||
Expected volatility | 24.64 | % | 24.00 | % | ||||
Weighted average expected life | 6.5 | 6.5 | ||||||
Weighted average per share value of options | $ | 2.10 | $ | 1.98 | ||||
Stock Options | Shares (1) | Weighted Average Exercise Price | Weighted Average Remaining in Contractual Term (Years) | Aggregate Intrinsic Value | ||||||||||||
Outstanding and exercisable December 31, 2019 | 0— | $ | 0— | — | — | |||||||||||
Granted | 287,097 | 5.99 | — | 1,138,663 | ||||||||||||
Exercised | — | — | — | — | ||||||||||||
Forfeited | — | — | — | — | ||||||||||||
Outstanding December 31, 2020 | 287,097 | 5.99 | 9.30 | 1,138,663 | ||||||||||||
Options exercisable at December 31, 2020 | 0— | $ | 0— | — | — | |||||||||||
Granted (2) | 37,316 | 7.76 | — | 120,526 | ||||||||||||
Exercised | (4,738 | ) | 6.27 | — | 23,274 | |||||||||||
Forfeited | (18,955 | ) | 6.27 | — | 91,574 | |||||||||||
Outstanding December 31, 2021 | 300,720 | 6.19 | 8.40 | 1,443,067 | ||||||||||||
Options exercisable at December 31, 2021 | 52,677 | $ | 5.97 | 8.30 | 264,489 | |||||||||||
Stock Options | Shares (1) | Weighted Average Grant Date Fair Value | ||||||
Nonvested at December 31, 2019 | 0 | $ | 0 | |||||
Granted | 287,097 | 1.98 | ||||||
Vested | 0 | 0 | ||||||
Forfeited | 0 | 0 | ||||||
Nonvested at December 31, 2020 | 287,097 | $ | 1.98 | |||||
Nonvested at December 31, 2020 | 287,097 | $ | 1.98 | |||||
Granted (2) | 37,316 | 2.10 | ||||||
Vested | (57,415 | ) | 1.50 | |||||
Forfeited | (18,955 | ) | 1.61 | |||||
Nonvested at December 31, 2021 | 248,043 | $ | 1.58 | |||||
Restricted Stock | Shares (1) | Weighted Average Grant Date Fair Value | ||||||
Nonvested at December 31, 2019 | 0 | $ | 0 | |||||
Granted | 111,802 | 5.98 | ||||||
Vested | 0 | 0 | ||||||
Forfeited | 0 | 0 | ||||||
Nonvested at December 31, 2020 | 111,802 | $ | 5.98 | |||||
Nonvested at December 31, 2020 | 111,802 | $ | 5.98 | |||||
Granted (2) | 15,052 | 7.76 | ||||||
Vested (3) | (22,355 | ) | 5.98 | |||||
Forfeited | (7,371 | ) | 6.06 | |||||
Nonvested at December 31, 2021 | 97,128 | $ | 6.25 | |||||