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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

x

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

For the fiscal year ended December 31, 2017
or

¨For the fiscal year ended December 31, 2023

or

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

For transition period from             to             
For transition period from             to             

Commission File Number 0-51331

BANKFINANCIAL CORPORATION

(Exact Name of Registrant as Specified Its Charter)

Maryland

75-3199276

Maryland75-3199276

(State or Other Jurisdiction

of Incorporation)

(I.R.S. Employer

Identification No.)

15W060

60 North Frontage Road, Burr Ridge, Illinois 60527

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (800) 894-6900

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

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Title of Each Class:Name of Each Exchange on Which Registered:

Common Stock, par value $0.01 per share

BFIN

The NASDAQ Stock Market LLC

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

Indicate by check mark whether the issuer is a well-known seasoned issuer as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x.

☒.

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  x.

☒.

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  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to the Form 10-K    Yes  x    No  ¨

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

Large accelerated filer

¨

Accelerated filer

x

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. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.     ☐ 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).     ☐ 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x.☒.

The aggregate market value of the registrant’s outstanding common stock held by non-affiliates on June 30, 2017,2023 determined using a per share closing price on that date of $14.92,$8.18, as quoted on The Nasdaq Global Select Market,Market, was $227.7$94.8 million.

At  February 20, 2018,28, 2024, there were 17,932,22312,460,678 shares of common stock, $0.01 par value, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Proxy Statement for the 2024 Annual Meeting of Stockholders (Part III)




BANKFINANCIAL CORPORATION

Form 10-K Annual Report

Table of Contents

Page

Number

PART I

Page
Number

Item 1.

1

Item 1.

Item 1A.

Item 1B.

Item 2.1C.

Item 2.

Properties

18

Item 3.

Item 4.

Item 5.

Item 6.

Item 7.

Item 7A.

Item 8.

Item 9.

Item 9A.

Item 9B.

Other Information

70

Item 9B.9C.

Item 10.

Directors,Directors, Executive Officers and Corporate Governance

Item 11.

Item 12.

Item 13.

Item 14.

Item 15.

Item 16.


PART I

ITEM 1.

BUSINESS

Forward Looking Statements

This Annual Report on Form 10-K contains, and other periodic and current reports, press releases and other public stockholder communications of BankFinancial Corporation may contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which involve significant risks and uncertainties.amended. Forward-looking statements may include statements relating to our future plans, strategies and expectations, as well as our future revenues, expenses, earnings, losses, financial performance, financial condition, asset quality metrics and future prospects. Forward looking statements are generally identifiable by use of the words “believe,” “may,” “will,” “should,” “could,” “continue,” “expect,” “estimate,” “intend,” “anticipate,” “preliminary,” “project,” “plan,” or similar expressions. Forward looking statements speak only as of the date made.  They are frequently based on assumptions that may or may not materialize, and are subject to numerous uncertainties that could cause actual results to differ materially from those anticipated in the forward looking statements. We intend all forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for the purpose of invoking these safe harbor provisions.

Factors that could cause actual results to differ materially from the results anticipated or projected and which could materially and adversely affect our operating results, financial condition or future prospects include, but are not limited to: (i) less than anticipated loan growth due to intense competition for high quality loans and leases, particularly in terms of pricing and credit underwriting, or a dearth of borrowers who meet our underwriting standards; (ii) the impact of re-pricing and competitors’ pricing initiatives on loan and deposit products; (iii)(ii) interest rate movements and/or inflation and their impact on the economy, customer behavior and our net interest margin;  (iii) changes in U.S. Government or State Government budgets, appropriations or funding allocation policies or practices affecting our credit exposures to U.S. Government or State governments, agencies or related entities, or borrowers dependent on the receipt of Federal or State appropriations, including but not limited to, defense, healthcare, transportation, education and law enforcement programs; (iv) less than anticipated loan and lease growth; (v) although management believes the reserves are adequate to absorb losses on existing loans that may become uncollectible, management cannot guarantee that additional provisions for credit losses will not be required in the future;  (vi) for any significant credit exposure, borrower-specific adverse developments with respect to the adequacy of cash flows, liquidity or collateral;  (vii) the inherent credit risks of lending activities, including risks that could cause changes in the level and direction of loan delinquencies and charge-offs; (viii) adverse economic conditions in general, or specific events such as a pandemic or national or international war, act of conflict or terrorism, and in the markets in which we lend that could result in increased delinquencies in our loan portfolio or a decline in the value of our investment securities and the collateral for our loans; (v)(ix) declines in real estate values that adversely impact the value of our loan collateral, Otherother real estate owned ("OREO"), asset dispositions and the level of borrower equity in their investments; (vi) borrowers that experience legal(x) our ability to manage liquidity, including the percentage of uninsured deposits in the portfolio; (xi) our ability to attract and retain key employees;  (xii) the ability of third party providers to perform their obligations to us; (xiv) changes in our ability to continue to pay dividends, either at the current rate or financial difficulties that we do not currently foresee; (vii)at all;  (xvi) results of supervisory monitoring or examinations by regulatory authorities, including the possibility that a regulatory authority could, among other things, require us to increase our allowance for loancredit losses or adversely change our loan classifications, write-down assets, reduce credit concentrations or maintain specific capital levels; (viii)(xvii) changes, disruptions or illiquidity in national or global financial markets; (ix) the credit risks of lending activities, including risks that could cause changes in the level and direction of loan delinquencies and charge-offs or changes in estimates relating to the computation of our allowance for loan losses; (x)(xviii) monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board; (xi)(xix) factors affecting our ability to access deposits or cost-effective funding, and the impact of competitors' pricing initiatives on our deposit products; (xii)funding; (xx) legislative or regulatory changes that have an adverse impact on our products, services, operations and operating expenses; (xiii)(xxi) higher federal deposit insurance premiums; (xiv)(xxii) higher than expected overhead, infrastructure and compliance costs; (xv)(xxiii) changes in accounting principles, policies or guidelines; (xxiv) the effects of any federal government shutdown or failure to enact legislation related to the maximum permitted amount of U.S. Government debt obligations; and (xvi)(xxv) privacy and cybersecurity risks, including the risks of business interruption and the compromise of confidential customer information resulting from intrusions.

These risks and uncertainties, as well astogether with the Risk Factors and other information set forth in Item 1A below, should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Forward looking statements speak only as of the date they are made. We do not undertake any obligation to update any forward-looking statement in the future, or to reflect circumstances and events that occur after the date on which the forward-looking statement was made.

BankFinancial Corporation

BankFinancial Corporation (the “Company”) is a Maryland corporation that was organized in 2004.  The Company is headquartered in Burr Ridge, Illinois (the “Company”), becameand is regulated by the Federal Reserve System.  The Company is the owner of all of the issued and outstanding capital stock of BankFinancial, F.S.B.National Association (the “Bank”) on June 23, 2005, when we consummated a plan of conversion and reorganization that the Bank and its predecessor holding companies, BankFinancial MHC, Inc. and BankFinancial Corporation, a federal corporation, adopted on August 25, 2004. BankFinancial Corporation, the Maryland corporation, was organized in 2004 to facilitate the mutual-to-stock conversion and to become the holding company for the Bank upon its completion.

Following the approval of applications that the Company filed with the Board of Governors of the Federal Reserve System and the Bank filed with the Office of the Comptroller of the Currency (“OCC”), the Company became a bank holding company and the Bank became a national bank on November 30, 2016. As a result of the Bank’s conversion from a federal savings bank charter to a national bank charter, the Bank changed its name from BankFinancial, F.S.B. to BankFinancial, National Association.
.

We manage our operations as one unit, and thus do not have separate operating segments. Our chief operating decision-makers use consolidated results to make operating and strategic decisions.



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BankFinancial, National Association

The Bank is a full-service, community-oriented national bank principally engagedproviding banking, financial planning and fiduciary services to individuals, families and businesses in the Chicago metropolitan area and on a regional or national basis for commercial finance, healthcare finance, equipment finance, commercial real estate finance and treasury management business of commercial, family and personal banking.customers.  The Bank offers our customers a broad range of loan, deposit, trust and other financial products and services through 1918 full-service Illinois based banking offices located in Cook, DuPage, Lake and Will Counties, Illinois and through our Internet Branch, www.bankfinancial.com.

www.bankfinancial.com.

The Bank’s primary business is making loans and accepting deposits. The Bank also offers our customers a variety of financial products and services that are related or ancillary to loans and deposits, including cash management, funds transfers, bill payment and other online and mobile banking transactions, automated teller machines, safe deposit boxes, trust services, wealth management, and general insurance agency services.

The Bank’s primary lending area consists of the counties where our branch offices are located, and contiguous counties in the State of Illinois. We deriveIllinois, as well as commercial credit origination and customer service offices for the most significant portionCommercial Finance, Commercial Real Estate and Equipment Finance Divisions of our revenues from these geographic areas. However, we also engage in multi-family lending activities in selected Metropolitan Statistical Areas outside our primary lending area and engage in healthcare lending and commercial leasing activities on a nationwide basis.

the Bank.

We originate deposits predominantly from the areas where our branch offices are located. We rely on our favorable locations, customer service, competitive pricing, our Internet Branch and related deposit services such as cash management to attract and retain these deposits. While we accept certificates of deposit in excess of the Federal Deposit Insurance Corporation (“FDIC”) deposit insurance limits, we generally do not solicit such deposits because they are more difficult to retain than core deposits and at times are more costly than wholesale deposits.

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Lending Activities

Our loan portfolio consists primarily of multi-family residential real estate loans, nonresidential real estate constructionloans, and land loans, commercial loans and commercial leases, which collectively represented $1.222$1.039 billion, or 92.5%98.1%, of our gross loan portfolio of $1.322$1.059 billion at December 31, 2017.2023. At December 31, 2017, $588.42023, $527.5 million, or 44.5%49.8%, of our loan portfolio consisted of multi-family mortgageresidential real estate loans; $170.0$118.0 million, or 12.9%11.1%, of our loan portfolio consisted of nonresidential real estate loans; $1.4and $393.3 million, or 0.1%, of our loan portfolio consisted of construction and land loans; $152.6 million, or 11.5%37.1%, of our loan portfolio consisted of commercial loans;loans and $310.1leases.  At December 31, 2023, $18.9 million, or 23.5%, of our loan portfolio consisted of commercial leases. $97.8 million, or 7.4%1.8%, of our loan portfolio consisted of one-to-four family residential mortgage loans, of which $21.2$3.9 million, or 1.6%0.40%, were loans to investors secured by non-owner occupied residential properties, including home equity loans and lines of credit.

properties.

Deposit Activities

Our deposit accounts consist principally of savings accounts, NOW accounts, checking accounts, money market accounts, certificates of deposit, and IRAs and other retirement accounts. We provide commercial checking accounts and related services such as cash management.treasury services. We also provide low-cost checking account services. We rely on our favorable locations, customer service, competitive pricing, our Internet Branch and related deposit services such as cash management to attract and retain deposit accounts.

At December 31, 2017,2023, our deposits totaled $1.340$1.262 billion. Interest-bearing deposits totaled $1.106$1.001 billion, or 82.5%79.3% of total deposits, and noninterest-bearing demand deposits totaled $234.4$260.9 million, or 17.5%20.7% of total deposits. Savings, money market and NOW account deposits totaled $749.7$778.4 million, or 55.9%61.7% of total deposits, and certificates of deposit totaled $356.0$222.4 million, or 26.6%17.6% of total deposits, of which $258.6$174.9 million had maturities of one year or less.

Related Products and Services

The Bank provides trust and financial planning services through our Trust Department. The Bank’s wholly-owned subsidiary, Financial Assurance Services, Inc. (“Financial Assurance”), sells property and casualty insurance and other insurance products on an agency basis. For the year ended December 31, 2017,2023, Financial Assurance recorded a net lossincome of $45,000.$135,000. At December 31, 2017,2023, Financial Assurance had two full-time employees.one part-time employee. The Bank’s other wholly-owned subsidiary, BFIN Asset Recovery Company, LLC (formerly BF Asset Recovery Corporation), holds title to and sells certain Bank-owned real estate acquired through foreclosure and collection actions, and recorded a net lossincome of $601,000$2,000 for the year ended December 31, 2017.



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2023.

Website and Stockholder Information

The website for the Company and the Bank is www.bankfinancial.com.www.bankfinancial.com. Information on this website does not constitute part of this Annual Report on Form 10-K.

The Company makes available, free of charge, its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q, its Current Reports on Form 8-K and amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), as soon as reasonably practicable after such forms are filed with or furnished to the Securities and Exchange Commission (“SEC”). Copies of these documents are available to stockholders at the website for the Company and the Bank, www.bankfinancial.com,, under “Investor Relations,” and through the EDGAR database on the SEC’s website, www.sec.gov.

www.sec.gov.

Competition

We face significant competition in originating loans and attracting deposits. The Chicago Metropolitan Statistical Area and many of the other geographic markets in which we operate generally have a high concentration of financial institutions, many of which are significantly larger institutions that have greater financial resources than we have, and many of which are our competitors to varying degrees. Our competition for loans and leases comes principally from commercial banks, savings banks, mortgage banking companies, the U.S. Government, credit unions, leasing companies, insurance companies, real estate conduits and other companies that provide financial services to businesses and individuals. Our most direct competition for deposits has historically come from commercial banks, savings banks and credit unions. We face additional competition for deposits from online financial institutions and non-depository competitors such as the mutual fund industry, securities and brokerage firms and insurance companies.

We seek to meet this competition by emphasizing personalized service and efficient decision-making tailored to individual needs. In addition, we from time to time reward long-standing relationships with preferred rates and terms on deposit products based on existing and prospective lending business. We do not rely on any individual, group or entity for a material portion of our loans or our deposits.

Employees

At December 31, 2017, we2023, the Bank had 209183 full-time employees and 5043 part-time employees. TheOur employees are not represented by a collective bargaining unit and we consider our working relationship with our employees to be good.

Supervision and Regulation

General

On November 30, 2016, the

The Bank converted from a federal savings bank charter tois a national bank, charter. As a national bank, the Bank is regulated and supervised primarily by the OCC.Office of the Comptroller of the Currency (“OCC”). The Bank is also subject to regulation by the FDIC in more limited circumstances because the Bank’s deposits are insured by the FDIC. This regulatory and supervisory structure establishes a comprehensive framework of the activities in which a depository institution may engage and is intended primarily for the protection of the FDIC’s deposit insurance fund,Deposit Insurance Fund, depositors and the banking system. Under this system of federal regulation, depository institutions are periodically examined to ensure that they satisfy applicable standards with respect to their capital adequacy, assets, management, earnings, liquidity and sensitivity to market interest rates. The OCC examines the Bank and prepares reports for the consideration of its Board of Directors on any identified deficiencies, if any. After completing an examination, the OCC issues a report of examination and assigns a rating (known as an institution’s CAMELS rating). Under federal law and regulations, an institution may not disclose the contents of its reports of examination or its CAMELS ratings to the public.

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The Bank is a member of, and owns stock in, the Federal Home Loan Bank of Chicago (“FHLB”) and the Federal Reserve Bank of Chicago. The Board of Governors of the Federal Reserve System (“FRB”) has limited regulatory jurisdiction over the Bank with regard to reserves it must maintain against deposits, check processing and certain other matters. The Bank’s relationship with its depositors and borrowers also is regulated in some respects by both federal and state laws, especially in matters concerning the ownership of deposit accounts, and the form and content of the Bank’s consumer loan documents.

The Company is a bank holding company within the meaning of federal law. As such, it is subject to supervision and examination by the FRB. The Company was previously a savings and loan holding company but became a bank holding company in connection with the Bank’s conversion to a national bank charter on November 30, 2016.

There can be no assurance that laws, rules and regulations, and regulatory policies will not change in the future. Such changes could make compliance more difficult or expensive or otherwise adversely affect our business, financial condition, results of operations or prospects. Any change in the laws or regulations, or in regulatory policy, whether by the OCC, the FDIC, the FRB,



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the Consumer Financial Protection Bureau (“CFPB”) or the United States ("U.S.") Congress could have a material adverse impact on the Company, the Bank and their respective operations.

The following summary of laws and regulations applicable to the Bank and the Company is not intended to be exhaustive and is qualified in its entirety by reference to the actual laws and regulations involved.

Federal Banking Regulation

Business Activities. As a national bank, the Bank derives its lending and investment powers from the National Bank Act, as amended, and the regulations of the OCC. Under these laws and regulations, the Bank may invest in mortgage loans secured by residential and nonresidential real estate, commercial business and consumer loans and leases, certain types of securities and certain other loans and assets. Unlike federal savings banks, national banks are not generally subjectlimited to specified percentage of assets on various types of lending. The Bank may also establish subsidiaries that engage in activities permitted for the Bank as well as certain other activities.

Capital Requirements.Federal regulations require FDIC-insured depository institutions, including national banks, to meet several minimum capital standards: a common equity Tier 1 capital to risk-based assets ratio of 4.5%, a Tier 1 capital to risk-based assets ratio of 6.0%, a total capital to risk-based assets ratio of 8% and a 4% Tier 1 capital to total assets leverage ratio. The existing capital requirements were effective January 1, 2015 and are the result of a final rule implementing regulatory amendments based on recommendations of the Basel Committee on Banking Supervision and certain requirements of the Dodd Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”).

For purposes of the regulatory capital requirements, common equity Tier 1 capital is generally defined as common stockholders’ equity and retained earnings. Tier 1 capital is generally defined as common equity Tier 1 and Additional Tier 1 capital. Additional Tier 1 capital generally includes certain noncumulative perpetual preferred stock and related surplus and minority interests in equity accounts of consolidated subsidiaries. Total capital includes Tier 1 capital (common equity Tier 1 capital plus Additional Tier 1 capital) and Tier 2 capital. Tier 2 capital is comprised of capital instruments and related surplus meeting specified requirements, and may include cumulative preferred stock and long-term perpetual preferred stock, mandatory convertible securities, intermediate preferred stock and subordinated debt. Also included in Tier 2 capital is the allowance for loan and leasecredit losses limited to a maximum of 1.25% of risk-weighted assets and, for institutions that have exercised an opt-out election regarding the treatment of Accumulated Other Comprehensive Income (“AOCI”), up to 45% of net unrealized gains on available-for-sale equity securities with readily determinable fair market values. Institutions that have not exercised the AOCI opt-out have AOCI incorporated into common equity Tier 1 capital (including unrealized gains and losses on available-for-sale securities).  The Bank exercised the opt-out regarding the treatment of AOCI. Calculation of all types of regulatory capital is subject to deductions and adjustments specified in the regulations.

In determining the amount of risk-weighted assets a bank has for purposes of calculating risk-based capital ratios, assets, including certain off-balance-sheet assets (e.g., recourse obligations, direct credit substitutes, residual interests) are multiplied by a risk weight factor assigned by the regulations based on the risks believed inherent in the type of asset. Higher levels of capital are required for asset categories believed to present greater risk. For example, a risk weight of 0% is assigned to cash and U.S. government securities, a risk weight of 50% is generally assigned to prudently underwritten first lien one-to fourone-to-four family residential mortgages and certain qualifying multi-family mortgageresidential real estate loans, a risk weight of 100% is assigned to commercial, commercial real estate and consumer loans, a risk weight of 150% is assigned to certain past due loans and high volatility commercial real estate loans, and a risk weight of between 0% to 600% is assigned to permissible equity interests, depending on certain specified factors.

In addition to establishing the minimum regulatory capital requirements, the regulations limit capital distributions and certain discretionary bonus payments to management if the institution does not hold a “capital conservation buffer” consisting of 2.5% of common equity Tier 1 capital to risk-weighted assets above the amount necessary to meet its minimum risk-based capital requirements. The capital conservation buffer requirement is being phased in beginning January 1, 2016 at 0.625% of risk-weighted assets and increasing each year untilwas fully implemented at 2.5% on January 1, 2019. The capital conservation buffer was 1.25% in calendar 2017 and increased to 1.875% on January 1, 2018.

At December 31, 2017,2023, the Bank’s capital exceeded all applicable regulatory requirements, the Bank was considered well-capitalized under the prompt corrective action framework, as subsequently discussed, and it had an appropriatea capital conservation buffer.

buffer above the applicable requirement.

The Company and the Bank each have adopted Regulatory Capital PlansPolicies that requireprovide that the Bank towill maintain a Tier 1 leverage ratio of at least 7.5% and a total risk-based capital ratio of at least 10.5%. The minimum capital ratios set forth in the Regulatory Capital PlansPolicies will be increased and other minimum capital requirements will be establishedadjusted if and as necessary. In accordance with the Regulatory Capital Plans,Policies, neither the Company nor the Bank will pursue any acquisition or growth opportunity, declare any dividend



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or conduct any stock repurchase that would cause the Bank's total risk-based capital ratio and/or its Tier 1 leverage ratio to fall below the established minimum capital levels. In addition, in accordance with its Regulatory Capital Plan,Policy, the Company expects it will continue to maintain its ability to serve as a source of financial strength to the Bank by holding a combination of cash, liquid assets and credit availability equal to at least $5.0 million of cash or liquid assets for that purpose.

The federal banking agencies have developed a “Community Bank Leverage Ratio” (the ratio of a bank’s tangible equity capital to average total consolidated assets) for financial institutions with assets of less than $10 billion. A “qualifying community bank” that exceeds this ratio will be deemed to be in compliance with all other capital and leverage requirements, including the capital requirements to be considered “well capitalized” under Prompt Corrective Action statutes. The federal banking agencies may consider a financial institution’s risk profile when evaluating whether it qualifies as a community bank for purposes of the capital ratio requirement. The federal banking agencies must set the minimum capital for the new Community Bank Leverage Ratio at not less than 8% and not more than 10%. A banking organization that had a leverage ratio of 9% or greater and met certain other criteria could elect to use the Community Bank Leverage Ratio framework. A financial institution can elect to be subject to this new definition, and opt-out of this new definition, at any time. As a qualifying community bank, we elected to be subject to this definition beginning in the second quarter of 2020.  As of December 31, 2023, the Bank's Community Bank Leverage Ratio was 10.85%.

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Loans-to-One-Borrower. A national bank generally may not make a loan or extend credit to a single or related group of borrowers in excess of 15% of unimpaired capital and surplus. An additional amount may be loaned, equal to 10% of unimpaired capital and surplus, if the loan is secured by readily marketable collateral, which generally does not include real estate. As of December 31, 2017,2023, the Bank was in compliance with the loans-to-one-borrowerloan-to-one-borrower limitations.

Dividends. Federal law and OCC regulations govern cash dividends by a national bank. A national bank is authorized to pay such dividends from undivided profits but must receive prior OCC approval if the total amount of dividends (including the proposed dividend) exceeds its net income in that year and the prior two years less dividends previously paid. A national bank may not pay a dividend if itthe dividend does not comply with applicable regulatory capital requirements and the Bank may be further limited in payment of cash dividends if it does not maintain the capital conservation buffer described previously.

Community Reinvestment Act and Fair Lending Laws. All national banks have a responsibility under the Community Reinvestment Act (“CRA”) and related federal regulations to help meet the credit needs of their communities, including low- and moderate- income neighborhoods. In connection with its examination of a national bank, the OCC is required to evaluate and rate the bank’s record of compliance with the CRA. In addition, the Equal Credit Opportunity Act and the Fair Housing Act prohibit lenders from discriminating in their lending practices based on the characteristics specified in those statutes. A national bank’s failure to comply with the provisions of the CRA could, at a minimum, result in regulatory restrictions on certain of its activities such as branching or mergers. The Bank’s CRA performance has been rated as “Outstanding,” the highest possible CRA rating, in each of the CRA performance evaluations that have been conducted by the Bank’s primary federal regulator since 1998. On October 24, 2023, the FDIC, the FRB, and the OCC issued a final rule to strengthen and modernize the CRA regulations.  Under the final rule, banks with assets of at least $600 million as of December 31 in both of the prior two calendar years and less than $2 billion as of December 31 in either of the prior two calendar years will be an “intermediate bank.” The agencies will evaluate intermediate banks under the Retail Lending Test and either the current community development test, referred to in the final rule as the Intermediate Bank Community Development Test, or, at the bank’s option, the Community Development Financing Test.  The applicability date for the majority of the provisions in the CRA regulations is January 1, 2026, and additional requirements will be applicable on January 1, 2027.

In addition, the Equal Credit Opportunity Act and the Fair Housing Act prohibit lenders from discriminating in their lending practices based on the characteristics specified in those statutes. The failure to comply with the Equal Credit Opportunity Act and the Fair Housing Act could result in enforcement actions by the OCC, as well as other federal regulatory agencies and the Department of Justice. The Bank’s CRA performance has been rated as “Outstanding” by its primary federal regulatory agency since 1998.

Transactions with Related Parties. A national bank’s authority to engage in transactions with its “affiliates” is limited by OCC regulations and by Sections 23A and 23B of the Federal Reserve Act and its implementing regulation, Regulation W. The term “affiliates” for these purposes generally means any company that controls or is under common control with an insured depository institution, although operating subsidiaries of national banks are generally not considered affiliates for the purposes of Sections 23A and 23B of the Federal Reserve Act. The Company is an affiliate of the Bank. In general, transactions with affiliates must be on terms and under circumstances that are substantially the same, or at least as favorable to the national bank as comparable transactions with or involving  non-affiliates. In addition, certain types of theseaffiliate transactions are restricted to an aggregate percentage of the bank’s capital. Collateral in specified amounts must be provided by affiliates in order to receive loans or other forms of credit from the bank.

The Bank’s authority to extend credit to its and its affiliates' directors, executive officers and 10% stockholders, as well as to entities controlled by such persons, is currently governed by the requirements of Sections 22(g) and 22(h) of the Federal Reserve Act and Regulation O of the FRB. These provisions generally require that extensions of credit to insiders generally be made on terms that are substantially the same as, and follow credit underwriting procedures that are not less stringent than, those prevailing for comparable transactions with unaffiliated persons, and that they not involve more than the normal risk of repayment or present other unfavorable features (subject to an exception for lendingcertain benefit or compensation programs open to employees generally). In addition, there are limitations on the amount of credit that can be extended to such persons, individually and in the aggregate based on a percentage of the Bank’s capital.unimpaired capital and surplus. Extensions of credit to such persons in excess of specified limits must receive the prior approval of the majority of the Bank’s Board of Directors. Extensions of credit to executive officers are subject to additional restrictions. The Bank does not extend new credit to its executive officers or members of theits Board of Directors.

Enforcement. The OCC has primary enforcement responsibility over national banks. This includes authority to bring enforcement actions against the Bank, its directors, officers and employees and all “institution-affiliated parties,” includinga term that includes certain stockholders, as well as attorneys, appraisers and accountants who knowingly or recklessly participate in wrongful actionspecified misconduct which causes or is likely to have ancause financial loss or a significant adverse effect on an insured institution. Formal enforcement action may range from the issuance of a capital directive or cease and desist order to the removal of officers and/or directors, receivership, conservatorship or the termination of deposit insurance. Civil monetary penalties covercan be assessed for a wide range of violations of laws and actions,regulations, unsafe and range up to $25,000 per day, unless a findingunsound practices and certain other actions.  The maximum penalties that can be assessed are generally based on the type and severity of reckless disregard is made, in which case penalties may be as high as $1 million per day.the violation, unsafe and unsound practice or other action, and are adjusted annually for inflation.  The FDIC has authority to recommend to the OCC that an enforcement action be taken with respect to a particular insured bank. If action is not taken by the OCC, the FDIC has authority to take action under specified circumstances.

Standards for Safety and Soundness. Federal law requires each federal banking agency to prescribe certain standards for insured depository institutions under its jurisdiction. The federal banking agencies adopted Interagency Guidelines Prescribing Standards for Safety and Soundness to implement the safety and soundness standards required under federal law. The guidelines set forth



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the standards that the federal banking agencies use to identify and address problems at insured depository institutions before capital becomes impaired. The guidelines address matters such as internal controls and information systems, internal audit systems, credit underwriting, loan documentation, interest rate risk exposure, asset growth, compensation, fees and benefits. A subsequent set of guidelines was issued establishing standards for information security. If the OCC determines that a national bank fails to meet any standard prescribed by the guidelines, it may require the institution to submit to the agency an acceptable plan to achieve compliance with the standard and take other appropriate action.

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Prompt Corrective Action Regulations. Federal law requires that federal bank regulators take “prompt corrective action” with respect to institutions that do not meet minimum capital requirements. For this purpose, the law establishes five capital categories: well-capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized. The applicable OCC regulations were amended to incorporate the previously mentioned increased regulatory capital standards that were effective January 1, 2015. Under the amended regulations, an institution is deemed to be “well-capitalized” if it has a total risk-based capital ratio of 10.0% or greater, a Tier 1 risk-based capital ratio of 8.0% or greater, a leverage ratio of 5.0% or greater and a common equity Tier 1 ratio of 6.5% or greater. An institution is deemed to be “adequately capitalized” if it has a total risk-based capital ratio of 8.0% or greater, a Tier 1 risk-based capital ratio of 6.0% or greater, a leverage ratio of 4.0% or greater and a common equity Tier 1 ratio of 4.5% or greater. An institution is deemed to be “undercapitalized” if it has a total risk-based capital ratio of less than 8.0%, a Tier 1 risk-based capital ratio of less than 6.0%, a leverage ratio of less than 4.0% or a common equity Tier 1 ratio of less than 4.5%. An institution is deemed to be “significantly undercapitalized” if it has a total risk-based capital ratio of less than 6.0%, a Tier 1 risk-based capital ratio of less than 4.0%, a leverage ratio of less than 3.0% or a common equity Tier 1 ratio of less than 3.0%. An institution is considereddeemed to be “critically undercapitalized” if it has a ratio of tangible equity (as defined in the regulations) to total assets that is equal to or less than 2.0%.

The regulations provide that a capital restoration plan must be filed with the OCC within 45 days of the date a national bank receives notice that it is “undercapitalized,” “significantly undercapitalized” or “critically undercapitalized.” Any holding company for the bank required to submit a capital restoration plan must guarantee the lesser of an amount equal to 5.0% of the bank’s assets at the time it was notified or deemed to be undercapitalized by the OCC, or the amount necessary to restore the bank to adequately capitalized status. This guarantee remains in place until the OCC notifies the bank that it has maintained adequately capitalized status for each of four consecutive calendar quarters, and the OCC has the authority to require payment and collect payment under the guarantee. Various restrictions, including as to growth and capital distributions, also apply to “undercapitalized” institutions. If an “undercapitalized” institution fails to submit an acceptable capital restoration plan, it is treated as “significantly undercapitalized.” “Significantly undercapitalized” institutions must comply with one or more additional restrictions including, but not limited to,to: an order by the OCC to sell sufficient voting stock to become adequately capitalized, a requirement to reduce total assets, cease receipt of deposits from correspondent banks, or dismiss officers or directors and restrictionslimitations on interest rates paid on deposits, compensation of executive officers and capital distributions by the parent holding company. Critically undercapitalized institutions are subject to the appointment of a receiver or conservator. The OCC may also take any one of a number of discretionary supervisory actions against undercapitalized institutions, including the issuance of a capital directive.

At December 31, 2017,2023, the Bank met the criteria for being considered “well-capitalized.”

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

Insurance of Deposit Accounts. The Bank’s deposits are insured up to applicable limits by the Deposit Insurance Fund of the FDIC. Deposit accounts in the Bank are insured up to $250,000 for each separately insured depositor.

The FDIC charges insured depository institutions premiums to maintain the Deposit Insurance Fund.  Until July 1, 2016, insured depositoryUnder the risk-based assessment system, institutions were assigned a risk category based on supervisory evaluations, regulatory capital levels and certain other factors. An institution’s rate depended upon the risk category to which it is assigned and certain adjustments specified by FDIC regulations. Institutions deemed less risky of failure pay lower FDIC assessments. The Dodd-Frank Act required the FDIC to revise its procedures to base its assessments upon each insured institution’s total assets less tangible equity instead of deposits. The FDIC finalized a rule, effective April 1, 2011, that set the assessment range at 2.5 to 45 basis points of total assets less tangible equity.

Effective July 1, 2016, the FDIC adopted changes that eliminated the risk categories. Assessments for institutions with less than $10 billion of assets are now based on financial measures and supervisory ratings derived from statistical modeling estimating the probability of an institution’s failure within three years. In conjunction with the Deposit Insurance Fund's reserve ratio achieving 1.15%, the assessment range (inclusive of possible adjustments) was reduced for insured institutions of less than $10 billion in total assets to a range of 1.5 basis points to 30 basis points.

The FDIC has authority to increase insurance assessments. Aassessments and increased initial base deposit insurance assessment rates by two basis points beginning in the first quarterly assessment period of 2023. Any significant future increase in insurance premiums would likelymay have an adverse effect on the operating expenses and results of operations of the Bank. The Bank cannot predict what its insurance assessment rates will be in the future.



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An insured institution’s deposit insurance may be terminated by the FDIC upon an administrative finding that the institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or regulatory condition imposed in writing. The management of the Bank does not know of any practice, condition or violation that might lead to termination of deposit insurance.

In addition to the FDIC assessments, the Financing Corporation (“FICO”) is authorized to impose and collect, with the approval of the FDIC, assessments for anticipated payments, issuance costs and custodial fees on bonds issued by the FICO in the 1980’s to recapitalize the former Federal Savings and Loan Insurance Corporation. The bonds issued by the FICO began maturing in 2017 and continue to mature through 2019.

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

Federal Reserve System. The Bank is a member of the Federal Reserve System, which consists of 12 regional Federal Reserve Banks. As a member of the Federal Reserve System, the Bank is required to acquire and hold shares of capital stock in its regional Federal Reserve Bank, the Federal Reserve Bank of Chicago, in specified amounts. The Bank is also required to maintain noninterest-earning reserves against its transaction accounts, such as negotiable order of withdrawal and regular checking accounts. The balances maintained to meet the reserve requirements may be used to satisfy liquidity requirements imposed by the OCC’s regulations. As of December 31, 2017,2023, the Bank was in compliance with all of these requirements. The FRB also provides a backup source of funding to depository institutions through the regional Federal Reserve Banks pursuant to section 10B of the Federal Reserve Act and Regulation A. In general, eligible depository institutions have access to three types of discount window credit-primarycredit: primary credit, secondary credit, and seasonal credit. All discount window loans must be collateralized to the satisfaction of the lending regional Federal Reserve Bank.

Federal Home Loan Bank System. The Bank is a member of the Federal Home Loan Bank System, which consists of 11 regional Federal Home Loan Banks. The Federal Home Loan Bank SystemBanks, provides a central credit facility primarily for member institutions. As a member of the FHLB, the Bank is required to acquire and hold shares of capital stock in the FHLB in specified amounts. As of December 31, 2017,2023, the Bank was in compliance with this requirement.

The USA PATRIOT Act and the Bank Secrecy Act

The USA PATRIOT Act and the Bank Secrecy Act require financial institutions to develop programs to detectassist U.S. government agencies in detecting and reportpreventing money-laundering and terrorist financing activities as well asand to report suspicious activities. The USA PATRIOT Act also gives the federal government powers to address terrorist threats through enhanced domestic security measures, expanded surveillance powers, increased information sharing and broadened anti-money laundering requirements. The federal banking agencies are required to take into consideration the effectiveness of controls designed to combat money-laundering activities in determining whether to approve a merger or other acquisition application of a member institution. Accordingly, if we engage in a merger or other acquisition, our controls designed to combat money launderingmoney-laundering would be considered as part of the application process. In addition, non-compliance with these laws and their implementing regulations could result in fines, penalties and other enforcement measures. We have developed policies, procedures and systems designed to comply with these laws and regulations.

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Holding Company Regulation

The Company, as a company controlling a national bank, is a bank holding company subject to regulation and supervision by, and reporting to, the FRB. The FRB has enforcement authority over the Company and any nonbank subsidiaries. Among other things, this authority permits the FRB to restrict or prohibit activities that are determined to be a risk to the Bank.

The Company'sCompany’s activities are limited to the activities permissible for bank holding companies, which generally include activities deemed by the FRB to be closely related or a proper incident to banking or managing or controlling banks. A bank holding company that meets certain criteria may elect to be regulated as a financial holding company and thereby engage in a broader array of financial activities, such as underwriting equity securities and insurance. The Company has not elected to be regulated as a financial holding company, but may do so in the future.

company.

Federal law prohibits a bank holding company from acquiring, directly or indirectly, more than 5% of a class of voting securities of, or all or substantially all of the assets of, another bank or bank holding company, without prior written approval of the FRB. In evaluating applications by bank holding companies to acquire banks, the FRB considers, among other things, the financial and managerial resources and future prospects of the parties, the effect of the acquisition on the risk to the Deposit Insurance Fund, the convenience and needs of the community, competitive factors and compliance with anti-money laundering laws.



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Capital. Bank holding companies such as the Company with greater than $1$3 billion in total consolidated assets are subject to consolidated regulatory capital requirements. The Dodd-Frank Act, requiredBank holding companies such as the FRBCompany with less than $3 billion of assets are not subject to promulgate consolidated capital requirements for depository institution holding companies that are no less stringent, both quantitatively and in terms of components of capital, than those applicable to their subsidiary depository institutions. The previously discussed final rule regarding regulatory capital requirements implementsunless otherwise advised by the Dodd-Frank Act as to bank holding companies. As of January 1, 2015, consolidated regulatory capital requirements identical to those applicable to the subsidiary depository institutions applied to bank holding companies of the specified asset size. As is the case with institutions themselves, the capital conservation buffer is being phased in between 2016 and 2019.

FRB.

Source of Strength Doctrine. The “source of strength doctrine” requires bank holding companies to provide assistance to their subsidiary depository institutions in the event the subsidiary depository institution experiencesinstitutions experience financial difficulty. The FRB has issued regulations requiring that all bank holding companies serve as a source of financial and managerial strength to their subsidiary depository institutions.

To facilitate its ability to serve as a source of strength for the Bank, the Company has adopted a Regulatory Capital Policy, as described earlier under “Federal Bank Regulation: Capital Requirements”.

Capital Distributions.  The FRB has issued a policy statement regarding the payment of dividends by bank holding companies. In general, the policy provides that dividends should be paid only out of current earnings and only if the prospective rate of earnings retention by the bank holding company appears consistent with the organization’s capital needs, asset quality and overall supervisory financial condition. Separate regulatory guidance provides for prior consultation with Federal Reserve Bank supervisory staff concerning dividends in certain circumstances, such as where the bank holding company’s net income for the past four quarters, net of dividends previously paid over that period, is insufficient to fully fund the dividend, the proposed dividend exceeds earnings for the period for which it is being paid, or the company’s overall rate orof earnings retention is inconsistent with the company’s capital needs and overall financial condition. The guidance also provides for prior consultation with supervisory staff for material increases in the amount of a bank holding company’s common stock dividend.  The ability of a bank holding company to pay dividends may be restricted if a subsidiary bank becomes undercapitalized.

FRB regulatory guidance also indicates that a bank holding company should inform Federal Reserve Bank staff prior to redeeming or repurchasing common stock or perpetual preferred stock if the bank holding company is experiencing financial weaknesses or the repurchase or redemption would result in a net reduction, at the end of a quarter, in the amount of such equity instruments outstanding compared with the beginning of the quarter in which the redemption or repurchase occurred. FRB regulations require prior approval for a bank holding company to repurchase or redeem its equity securities if the gross consideration, when combined with the net consideration paid for all such repurchases or redemptions during the preceding 12 months, will equal 10% or more of the holding company’s consolidated net worth. There is an exception for well-capitalized bank holding companies that meet specified qualitative criteria. FRB guidance provides for prior consultation with supervisory staff under specified circumstances prior to a bank holding company repurchasing or redeeming regulatory capital instruments, including common stock, regardless of the applicability of the previously referenced notification  requirement.  These regulatory policies may affect the ability of the Company to pay dividends, repurchase shares of its common stock or otherwise engage in capital distributions.

Change in Control Regulations

Acquisition of the Company

Under the Change in Bank Control Act, no person may acquire control of a bank holding company, such as the Company, unless the FRB has been given 60 days’ prior written notice and has not issued a notice disapproving the proposed acquisition, taking into consideration certain factors, including the financial and managerial resources of the acquiror and the competitive effects of the acquisition. Control, as defined under federal law,the Change in Bank Control Act, means ownership, control of or power to vote 25% or more of any class of voting stock.

There is a rebuttable presumption of control upon the acquisition of 10% or more of a class of voting stock if the bank holding irrevocable proxies representingcompany involved has its shares registered under the Exchange Act, or if no other person will own, control or hold the power to vote a greater percentage of that class of voting security after the acquisition.  A company that acquires control of a bank holding company, such as the Company, must receive prior FRB approval under that statute. 

Control, as defined under the Bank Holding Company Act, means ownership, control or power to vote 25% or more than 25% of any class of voting stock, control in any manner ofover the election of a majority of the company’s directors, or a determination by the regulator that the acquiror has the power to direct, orexercise, directly or indirectly, to exercise a controlling influence over the management or policies of the institution. Acquisition of more than 10% of any class ofcompany.  The FRB  adopted a final rule, effective September 30, 2020, that revised its framework for determining whether a company, under the Bank Holding Company Act, exercises a “controlling influence” over a bank or a bank holding company’s voting stock constitutes a rebuttable presumptioncompany.  The FRB’s final rule applies to questions of control under the regulations under certain circumstances including where, as isBank Holding Company Act but does not extend to the case with the Company, the issuer has securities registered under Section 12Change in Bank Control Act.

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Sarbanes-Oxley Act of 2002

The Sarbanes-Oxley Act of 2002 was enacted in response to public concerns regarding corporate accountability in connection with certain accounting scandals. The stated goals of the Sarbanes-Oxley Act are to increase corporate responsibility, to provide for enhanced penalties for accounting and auditing improprieties at publicly traded companies, and to protect investors by improving the accuracy and reliability of corporate disclosures pursuant to the securities laws. The Sarbanes-Oxley Act generally applies to all companies that file or are required to file periodic reports with the SEC, under the Exchange Act.

The Sarbanes-OxleyCompany has policies, procedures and systems designed to comply with this Act includes specific additional disclosure requirements, requires the SEC and national securities exchanges to adopt extensive additional disclosure, corporate governance and other related rules, and mandates further studies of certain issues by the SEC.
its implementing regulations.

Federal Securities Laws

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



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Taxation
Federal Taxation.The Company and the Bank are subject to federal income taxation in the same general manner as other corporations, with some exceptions discussed below. The following discussion of federal taxation is intended only to summarize material federal income tax matters and is not a comprehensive description of the tax rules applicable to the Company and the Bank.
Taxable Distributions and Recapture. Prior to the Small Business Protection Act of 1996, bad debt reserves created prior to 1988 were subject to recapture into taxable income if the Bank failed to meet certain thrift asset and definition tests. The Small Business Protection Act of 1996 eliminated these thrift-related recapture rules. However, under current law, pre-1988 reserves remain subject to tax recapture should the Bank make certain distributions from its tax bad debt reserve or cease to maintain a financial institution charter. At December 31, 2017, the Bank’s total federal pre-1988 reserve was $14.9 million. This reserve reflects the cumulative effects of federal tax deductions by the Bank for which no federal income tax provision has been made.
Federal Net Loss Carryovers. With the enactment of the Tax Cut and Jobs Act of 2017, net operating losses may no longer be carried back. Pre-2018 net operating losses may be carried forward to the succeeding 20 taxable years. At December 31, 2017, the Company had a federal net operating loss carryforward of $21.3 million that will begin to expire in 2029.
State and Local Taxation. The Company pays income tax in the various states in which it does business with the majority of state income apportioned to the State of Illinois. As a Maryland business corporation, the Company is required to file annual returns and pay annual fees to the State of Maryland, but these fees are not material in amount. At December 31, 2017, the Company had a state net operating loss for the State of Illinois of $70.2 million, which will begin to expire in 2022.
Deferred Income Taxes.The Company evaluates deferred taxes for recoverability using an approach that considers the relative impact of negative and positive evidence, including historical financial performance, projections of future taxable income, future reversals of existing taxable temporary differences, and tax-planning strategies. In evaluating the need for a valuation allowance, the Company estimates future taxable income based on management-approved business plans and ongoing tax planning. Only those tax planning strategies that are both prudent and feasible, and which management has the ability and intent to implement, may be incorporated into the analysis and assessment.
ITEM 1A.RISK FACTORS

ITEM 1A.

RISK FACTORS

An investment in our securities is subject to risks inherent in our business and the industry in which we operate. Before making an investment decision, you should carefully consider the risks and uncertainties described below and all other information included in this report.report as well as other filings we make with the SEC. The risks described below may adversely affect our business, financial condition and operating results. In addition to these risks and the other risks and uncertainties described in Item 1, “Business–Forward Looking Statements,” and Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations,” there may be additional risks and uncertainties that are not currently known to us or that we currently deem to be immaterial that could materially and adversely affect our business, financial condition or operating results. The value or market price of our securities could decline due to any of these identified or other risks. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods.

Risks Related to Competitive Matters

Our future growth and success will depend on our ability to compete effectively in a highly competitive environment

We face substantial competition in all phases of our operations from a variety of different competitors. Our future growth and success will depend on our ability to compete effectively in this highly competitive environment. To date, our competitive strategies have focused on attracting deposits in our local markets, and growing our loan and lease portfolio by emphasizing specific commercial loan and lease products in which we have significant experience and expertise, identifying and targeting markets in which we believe we can effectively compete with larger institutions and other competitors, and offering competitive pricing to commercial borrowers with appropriate risk profiles. We compete for loans, leases, deposits and other financial services with other commercial banks, thrifts, credit unions, brokerage houses, mutual funds, insurance companies, real estate conduits, mortgage brokers and specialized finance companies. Many of our competitors offer products and services that we do not offer, and some offer loan structures and have underwriting standards that are not as restrictive as our required loan structures and underwriting standards. Some larger competitors have substantially greater resources and lending limits, name recognition and market presence that benefits them in attracting business. In addition, larger competitors may be able to price loans, leases and deposits more aggressively than we do, and because of their larger capital bases, their underwriting practices for smaller loans may be subject to less regulatory scrutiny than they would be for smaller banks. Newer competitors may be more aggressive in pricing loans, leases and deposits in order to increase their market share.  Competitive factors driven by consumer sentiment or otherwise can also reduce our ability to generate fee income, such as through overdraft fees.  Some of the financial institutions and financial services organizations with which we compete are not subject



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to the extensive regulations or taxation imposed on national banks and their holding companies. As a result, these nonbank competitors have certain advantages over us in accessing funding and in providing various financial services.

Consumers and businesses are increasingly using non-banks to complete their financial transactions, which could adversely affect our business and results of operations

Technology and other changes are allowing consumers and businesses to complete financial transactions that historically have involved banks through alternative methods. For example, the wide acceptance of Internet-based commerce and mobile device applications has resulted in a number of alternative payment processing systems and lending platforms in which banks play only minor roles. Customers can now maintain funds in prepaid debit cards or digital currencies, and pay bills and transfer funds directly without the direct assistance of banks. The diminishing role of banks as financial intermediaries has resulted and could continue to result in the loss of fee income, as well as the loss of customer deposits and the related income generated from those deposits. The loss of these revenue streams and the potential loss of lower cost deposits as a source of funds could have a material adverse effect on our business, financial condition and results of operations.

Risks Related to Interest Rates

The reversal of the historically low interest rate environment has adversely affected and may continue to adversely affect our interest expense and profitability

The Federal Reserve Board decreased benchmark interest rates significantly, to near zero, in response to the COVID-19 pandemic.  The Federal Reserve Board reversed its policy of near zero interest rates given its concerns over inflation and market interest rates have risen significantly in response to the Federal Reserve Board’s recent rate increases. As discussed below, the increase in market interest rates has had, and is expected to continue to have, an adverse effect on our interest expense and profitability due to higher rates paid on deposits and, if applicable, other borrowings.

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Changes in market interest rates could adversely affect our financial condition and results of operations

Our financial condition and results of operations are significantly affected by changes in market interest rates because our assets, primarily loans and leases, and our liabilities, primarily deposits, are monetary in nature. Our results of operations depend substantially on our net interest income, which is the difference between the interest income that we earn on our interest-earning assets and the interest expense that we pay on our interest-bearing liabilities. Market interest rates are affected by many factors beyond our control, including inflation, recession, unemployment, money supply, domestic and international events, and changes in the U.S. and other financial markets. Our net interest income is affected not only by the level and direction of interest rates, but also by the shape of the yield curve and relationships between interest sensitive instruments and key driver rates, including credit risk spreads, and by balance sheet growth, customer loan and deposit preferences and the timing of changes in these variables which themselves are impacted by changes in market interest rates. As a result, changes in market interest rates, and especially a decline in interest rates, can significantly affect our net interest income as well as the fair market valuation of our assets and liabilities, particularly if they occur more quickly or to a greater extent than anticipated.

  At December 31, 2023, we recorded other comprehensive losses of $2.6 million related to net changes in unrealized holding losses in the available-for-sale investment securities portfolio.

While we take measures intended to manage the risks from changes in market interest rates, we cannot control or accurately predict changes in market rates of interest, loan prepayments or payoffs, deposit attrition due to those changes in interest rates, or be sure that our protective measures are adequate. If the interest rates paid on deposits and other interest bearinginterest-bearing liabilities increase at a faster rate than the interest rates received on loans and other interest earninginterest-earning assets, our net interest income, and therefore earnings, could be adversely affected.  We would also incur a higher cost of funds to retain our deposits in a rising interest rate environment. While the higher payment amounts we would receive on adjustable-rate or variable-rate loans in a rising interest rate environment may increase our interest income, some borrowers may be unable to afford the higher payment amounts, and this could result in a higher rate of default. Rising interest rates also may reduce the demand for loans and the value of fixed-rate investment securities.

Our commercial real estate loans constitute a concentration

Risks Related to our Business Strategy

New lines of creditbusiness or new products and thus areservices may subject to enhanced regulatory scrutiny and require us to utilize enhanced risk management techniquesadditional risks

A
From time to time, we implement new lines of business, particularly in our Equipment Finance, Commercial Finance and Treasury Services operations, or offer new products and services within existing lines of business in our current markets or new markets. There are substantial portionrisks and uncertainties associated with these efforts, particularly in instances where credit risks may be volatile due to changing economic conditions.  In developing and marketing new lines of our loan portfolio is secured by real estate. Our commercial real estate loan portfolio generally consists of multi-family mortgage loans originatedbusiness and/or new products and services, we may invest significant time and resources. As occurred in selected geographic markets and nonresidential real estate loans originated in the Chicago market. At December 31, 2017, our loan portfolio included $588.4 million in multi-family mortgage loans, or 44.5% of total loans, and $131.2 million in non-owner occupied nonresidential real estate loans, or 9.9% of total loans. These commercial real estate loans represented 382.6% of the Bank’s $188.6 million total risk-based capital at December 31, 2017, and thus are considered a concentration of credit for regulatory purposes. Concentrations of credit are pools of loans whose collective performance has the potential to affect a bank negatively even if each individual transaction within the pool is soundly underwritten. When loans in a pool are sensitive2020 due to the same economic, financial, or businessCOVID-19 pandemic with respect to certain Equipment Finance products, initial timetables for the introduction and development that sensitivity, if triggered, could cause the sum of the transactions to perform as if it were a single, large exposure. As such, concentrations of credit add a dimension of risk that compounds the risk inherent in individual loans.
The OCC expects banks to implement board-approved policies and procedures to identify, measure, monitor, and control concentration risks, taking into account the potential impact on earnings and capital under stressed market conditions, economic downturns, and periods of general market illiquidity as well as normal market conditions. Enhanced risk management is required for commercial real estate concentrations exceeding 300.0% of total risk-based capital. The Bank has established board-approved policies and procedures to identify, measure, monitor, control and stress test its concentrations of credit. The Bank has taken other specific steps to mitigate concentrations of credit risk, including the establishment of concentrations of credit limits based on loan type and geography, the maintenance of capital in excess of the minimum regulatory requirements, the establishment of appropriate underwriting standards for specific loan types and geographic markets, active portfolio management and an emphasis on originating multi-family loans that qualify for 50% risk-weighting under the regulatory capital rules. At December 31, 2017, $365.7 million of the Bank’s multi-family loans, or 62.2% of the Bank’s total multi-family loan portfolio, qualified for 50% risk-weighting under the regulatory capital rules. The Bank’s earnings and capital could be materially and adversely impacted if economic, financial, or business developments were to occur that materially and adversely impacted all or a material portion of the Bank’s commercial real estate loans and caused them to perform as a single, large exposure.
Adverse changes in local economic conditions and adverse conditions in an industry on which a local market in which we do business depends could negatively affect our financial condition or results of operations
Except for our commercial equipment leasing and healthcare lending activities, which we conduct on a nationwide basis, and our multi-family lending activities, which we conduct in selected Metropolitan Statistical Areas, including, but not limited to, the


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Metropolitan Statistical Areas for Chicago, Illinois, Dallas, Texas, Denver, Colorado, Tampa, Florida and Minneapolis, Minnesota, our loan and deposit activities are generally conducted in the Metropolitan Statistical Area for Chicago, Illinois. Our loan and deposit activities are directly affected by, and our financial success depends on, economic conditions within the local markets in which we do business, as well as conditions in the industries on which those markets are economically dependent. A deterioration in local economic conditions or in the condition of an industry on which a local market depends could adversely affect such factors as unemployment rates, business formations and expansions, housing demand, apartment vacancy rates and real estate values in the local market, and this could result in, among other things, a decline in loan and lease demand, a reduction in the number of creditworthy borrowers seeking loans, an increase in loan delinquencies, defaults and foreclosures, an increase in classified and nonaccrual loans, a decrease in the value of the collateral for our loans, and a decline in the net worth and liquidity of our borrowers and guarantors. Any of these factors could negatively affect our financial condition or results of operations.
In addition, our loan portfolio includes fixed- and adjustable-rate first mortgage loans, home equity loans and home equitynew lines of credit secured by one-to-four family residential properties primarily located in the Chicago metropolitan area. Residential real estate lending is sensitive to regionalbusiness and/or new products or services may not be achieved and local economic conditions thatprice and profitability targets may significantly impact the ability of borrowers to meet their loan payment obligations, making loss levels difficult to predict. Residential loans with high combined loan-to-value ratios generally are more sensitive to declining property values than those with lower combined loan-to-value ratios and therefore may experience a higher incidence of default and severity of losses. In addition, if the borrowers sell their homes, the borrowers may be unable to repay their loans in full from the sale proceeds. As a result, these loans may experience higher rates of delinquencies, defaults and losses,not prove feasible, which could in turn adversely affecthave a material negative effect on our operating results.
Our business strategy includes growth, and our financial condition and results of operations.operations could be negatively affected if we fail to grow or fail to manage our growth effectively
The City of Chicago

Our business strategy includes growth in assets, deposits and the Statescale of Illinois have experienced significantour operations. Achieving our growth targets will require us to attract customers that currently bank at other financial difficulties, and this could adversely impact certain borrowers and the economic vitalityinstitutions in our market, thereby increasing our share of the City and State

The City of Chicago and the State of Illinois are experiencing significant financial difficulties, including material pension funding shortfalls. These issues could impact the economic vitality of the City of Chicago and the State of Illinois and the businesses operating there, encourage businesses to leave the City of Chicago or the State of Illinois, and discourage new employers from starting or moving businesses to there. These issues could also result in delays in the payment of accounts receivable owed to borrowers that conduct business with the State of Illinois and Medicaid payments to nursing homes and other healthcare providers in Illinois, and impair theirmarket. Our ability to repay their loans when due.
Repaymentsuccessfully grow will depend on a variety of factors, including our commercialability to attract and commercial real estate loans typically depends onretain experienced bankers, the cash flowscontinued availability of desirable business opportunities, the borrower. If a borrower's cash flows weaken or become uncertain,competitive responses from other financial institutions in our market area and our ability to manage our growth. In order to successfully manage our growth, the loanCompany may need to adopt and effectively implement new or revise existing policies, procedures, and controls, as well as hire additional employees or pay higher salaries to retain existing employees, to maintain credit quality, control costs and oversee the Company’s operations. Growth opportunities may not be classified, the collateral securing the loan may decline in value andavailable or we may neednot be able to increasemanage our growth successfully. If we do not manage our growth effectively, our financial condition and operating results could be negatively affected.

Uncertainties associated with increased loan loss reservesoriginations may result in errors in our judgment of collectability, which may lead to additional provisions for credit losses or record a charge-off

We underwritecharge-offs, which would negatively affect our commercial and commercial real estate loans primarily based on the historical and expected cash flows of the borrower. Althoughoperations. 

Increasing loan originations would likely require us to lend to borrowers with which we consider collateral in the underwriting process, it is a secondary consideration that generally relates to the risk of loss in the event of a borrower default. We follow the OCC's published guidance for assigning risk-ratings to loans, which emphasizes the strength of the borrower's cash flow. The OCC's loan risk-rating guidance provides that the primary consideration in assigning risk-ratings to commercial and commercial real estate loans is the strength of the primary source of repayment, which is defined as a sustainable source of cash under the borrower's control that is reserved, explicitly or implicitly, to cover the debt obligation. The OCC's loan risk-rating guidance typically does not consider secondary repayment sources until the strength of the primary repayment source weakens, and collateral values typically dohave limited experience.  Accordingly, we would not have a significant impact onpayment history pattern with which to judge future collectability. Further, newly originated loans have not been subjected to unfavorable economic conditions. As a loan's risk rating until a loan is classified. Consequently, if a borrower's cash flows weaken or become uncertain, the loan may need to be classified, whether or not the loan is performing or fully secured. In addition, real estate appraisers typically place significant weight on the cash flows generated by income-producing real estate and the reliability of the cash flows in performing valuations. Thus, economic or borrower-specific conditions that cause a decline in a borrower's cash flows could cause our loan classifications to increase and the appraised value of the collateral securing our loans to decline, and require us to increase our loan loss reserves or record charge-offs.

Repayment of our lease loans is typically dependent on the cash flows of the lessee, which may be unpredictable, and the collateral securing these loans may fluctuate in value
We lend money to small and mid-sized independent leasing companies to finance the debt portion of leases. A lease loan results when a leasing company discounts the equipment rental revenue stream owed to the leasing company by a lessee. Our lease loans entail many of the same types of risks as our commercial loans. Lease loans generally are non-recourse to the leasing company, and, consequently, our recourse is limited to the lessee and the leased equipment. As with commercial loans secured by equipment, the equipment securing our lease loans may depreciate over time,result, it may be difficult to appraise andpredict the future performance of newly originated loans. These loans may fluctuate in value. We rely on the lessee’s continuing financial stability, rather than the value of the leased equipment, for the repayment of all required amounts under lease loans. In the event of a default on a lease loan, the proceeds from the sale of the leased equipment may not be sufficient

have delinquency or charge-off levels above our recent historical experience, which could adversely affect our future performance.


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Risks Related to satisfy the outstanding unpaid amounts under the terms of the loan. At December 31, 2017, our lease loans totaled $310.1 million, or 23.5% of our total loan portfolio.

Our loan portfolio includes loans to healthcare providers, and the repayment of these loans is largely dependent upon the receipt of direct or indirect governmental reimbursements
At December 31, 2017, we had $118.6 million of loans and unused commitments to a variety of healthcare providers, including lines of credit secured by healthcare receivables. The repayment of these lines of credit is largely dependent on the borrower's receipt of payments and reimbursements under Medicaid, Medicare and in some cases private insurance contracts for the services they have provided. The ability of the borrowers to service loans we have made to them may be adversely impacted by the financial ability of the federal government or individual state governments to make direct reimbursement payments, or, via managed care organizations operating under agreements with the federal government or individual states, to make indirect reimbursements for the services provided. The failure of a direct or indirect payor to make reimbursements owed to the operators of these facilities, or a significant delay in the making of such reimbursements, could adversely affect the ability of the operators of these facilities to repay their obligations to us. In addition, changes to national health care policy involving private health insurance policies may also affect the business prospects and financial condition or operations of commercial loan customers and commercial lessees involved in health care-related businesses.
If our allowance for loan losses is not sufficient to cover actual loan losses, our earnings would be adversely impacted
In the event that our loan customers do not repay their loans according to their terms, and the collateral securing the repayment of these loans is insufficient to cover any remaining loan balance, including expenses of collecting the loan and managing and liquidating the collateral, we could experience significant loan losses or increase our provision for loan losses or both, which could have a material adverse effect on our operating results. At December 31, 2017, our allowance for loan losses was $8.4 million, which represented 0.63% of total loans and 350.04% of nonperforming loans as of that date. In determining the amount of our allowance for loan losses, we rely on internal and external loan reviews, our historical experience and our evaluation of economic conditions, among other factors. In addition, we make various estimates and assumptions about the collectability of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets, if any, serving as collateral for the repayment of our loans. We also make judgments concerning our legal positions and the priority of our liens and interests in contested legal or bankruptcy proceedings, and at times, we may lack sufficient information to establish adequate specific reserves for loans involved in such proceedings. We base these estimates, assumptions and judgments on information that we consider reliable, but if an estimate, assumption or judgment that we make ultimately proves to be incorrect, additional provisions to our allowance for loan losses may become necessary. In addition, as an integral part of their supervisory and/or examination process, the OCC periodically reviews the methodology for and the sufficiency of the allowance for loan losses. The OCC has the authority to require us to recognize additions to the allowance based on their inclusion, exclusion or modification of risk factors or differences in judgments of information available to them at the time of their examination.
A new accounting standard may require us to increase our allowance for loan losses and may have a material adverse effect on our financial condition and results of operations
The Financial Accounting Standards Board has adopted a new accounting standard that will be effective for the Company and the Bank for our first fiscal year after December 15, 2019.  This standard, referred to as Current Expected Credit Loss, or CECL, will require financial institutions to determine periodic estimates of lifetime expected credit losses on loans, and recognize the expected credit losses as allowances for loan losses.  This will change the current method of providing allowances for loan losses that are probable, which may require us to increase our allowance for loan losses, and to greatly increase the types of data we will need to collect and review to determine the appropriate level of the allowance for loan losses. Accordingly, regardless of any actual changes to the composition or performance of our loan portfolio, the new accounting standard may require an increase in our allowance for loan losses or expenses incurred to determine the appropriate level of the allowance for loan losses, and may therefore have a material adverse effect on our financial condition and results of operations.
We could become subject to more stringent capital requirements, which could adversely impact our return on equity, require us to raise additional capital, or constrain us from paying dividends or repurchasing shares
In July 2013, the federal banking agencies approved a new rule that substantially amends the regulatory risk-based capital rules applicable to the Bank and the Company. The final rule implements the Basel III regulatory capital reforms and changes required by the Dodd-Frank Act.
The final rule includes new minimum risk-based capital and leverage ratios, which became effective for us on January 1, 2015, and refines the definition of what constitutes “capital” for purposes of calculating these ratios. The new minimum capital requirements are: (i) a new common equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 to risk-based assets capital ratio of 6% (increased


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from 4%); (iii) a total capital ratio of 8% (unchanged from current rules); and (iv) a Tier 1 leverage ratio of 4%. The final rule also requires unrealized gains and losses on certain “available-for-sale” securities holdings to be included for purposes of calculating regulatory capital requirements unless a one-time opt-out is exercised. The Bank exercised this one-time opt-out option. The final rule also establishes a “capital conservation buffer” of 2.5%, and will result in the following minimum ratios: (i) a common equity Tier 1 capital ratio of 7%, (ii) a Tier 1 to risk-based assets capital ratio of 8.5%, and (iii) a total capital ratio of 10.5%. The phase in of the new capital conservation buffer requirement began in January 2016 at 0.625% of risk-weighted assets and increases each year until fully implemented in January 2019. An institution will be subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses if its capital level falls below the buffer amount. These limitations will establish a maximum percentage of eligible retained income that can be utilized for such actions.
We have analyzed the effects of these new capital requirements, and as of December 31, 2017, we believe that the Bank and the Company met all of these new requirements, including the full 2.5% capital conservation buffer.
The application of more stringent capital requirements from any source and for any reason could, among other things, result in lower returns on equity, require the raising of additional capital, and result in regulatory actions if we were to be unable to comply with such requirements. Furthermore, the imposition of liquidity requirements in connection with the implementation of Basel III could result in our having to lengthen the term of our funding, restructure our business models, and/or increase our holdings of liquid assets. Implementation of changes to asset risk weightings for risk-based capital calculations, items included or deducted in calculating regulatory capital and/or additional capital conservation buffers could result in management modifying its business strategy, and could limit our ability to make distributions, including paying out dividends or buying back shares. Specifically, beginning in 2016, the Bank’s ability to pay dividends are limited if it does not have the capital conservation buffer required by the new capital rules, which may limit our ability to pay dividends to stockholders. See “Supervision and Regulation-Federal Banking Regulation-Capital Requirements.”
Operational Matters

We are subject to information security and operational risks relating to our use of technology and our communications and information systems, including the risk of cyber-attack or cyber-theft

Communications and information systems are essential to the conduct of our business, as we use such systems to manage our customer relationships, general ledger and virtually all other aspects of our business. We depend on the secure processing, storage and transmission of confidential and other information in our data processing systems, computers, networks and communications systems. Although we take numerous protective measures and otherwise endeavor to protect and maintain the privacy and security of confidential data, these systems may be vulnerable to unauthorized access, computer viruses, other malicious code, cyber-attacks, cyber-theft and other events that could have a security impact. If one or more of such events were to occur, this potentially could jeopardize confidential and other information processed and stored in, and transmitted through, our systems or otherwise cause interruptions or malfunctions in our or our customers' operations. We may be required to expend significant additional resources to modify our protective measures or to investigate and remediate vulnerabilities or other exposures, and we may be subject to litigation and financial losses that are not fully covered by our insurance. Security breaches involving our network or Internet banking systems could expose us to possible liability and deter customers from using our systems. We rely on specific software and hardware systems to provide the security and authentication necessary to protect our network and Internet banking systems from compromises or breaches of our security measures. These precautions may not fully protect our systems from compromises or breaches of our security measures that could result in damage to our reputation and our business. Although we perform most data processing functions internally, we outsource certain services to third parties. If our third-party providers encounter operational difficulties or security breaches, it could affect our ability to adequately process and account for customer transactions, which could significantly affect our business operations.

Our operations rely on numerous external vendors

We rely on numerous external vendors to provide us with products and services necessary to maintain our day-to-day operations. Accordingly, our operations are exposed to risk that these vendors will not perform in accordance with the contracted arrangements under service level agreements. The failure of an external vendor to perform in accordance with the contracted arrangements under service level agreements because of changes in the vendor's organizational structure, financial condition, support for existing products and services or strategic focus or for any other reason, could be disruptive to our operations, which in turn could have a material negative impact on our financial condition and results of operations. We also could be adversely affected to the extent such an agreement is not renewed by the third-party vendor or is renewed on terms less favorable to us.



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Our business and operations could be significantly impacted if we or our third-party vendors suffer failure or disruptions of information processing systems, systems failures or security breaches

We have become increasingly dependent on communications, data processing and other information technology systems to manage and conduct our business and support our day-to-day banking, investment, and trust activities, some of which are provided through third-parties. If we or our third-party vendors encounter difficulties or become the subject of a cyber-attack on or other breach of their operational systems, data or infrastructure, or if we have difficulty communicating with any such third-party system, our business and operations could suffer. Any failure or disruption to our systems, or those of a third-party vendor, could impede our transaction processing, service delivery, customer relationship management, data processing, financial reporting or risk management. Although we take ongoing monitoring, detection, and prevention measures and perform penetration testing and periodic risk assessments, our computer systems, software and networks and those of our third-party vendors may be or become vulnerable to unauthorized access, loss or destruction of data (including confidential client information), account takeovers, unavailability of service, computer viruses, denial of service attacks, malicious social engineering or other malicious code, or cyber-attacks beyond what we can reasonably anticipate and such events could result in material loss. If any of our financial, accounting or other data processing systems fail or have other significant shortcomings, we could be materially adversely affected. Security breaches in our online banking systems could also have an adverse effect on our reputation and could subject us to possible liability. Additionally, we could suffer disruptions to our systems or damage to our network infrastructure from events that are wholly or partially beyond our control, such as electrical or telecommunications outages, natural disasters, widespread health emergencies or pandemics, or events arising from local or larger scale political events, including terrorist acts. There can be no assurance that our policies, procedures and protective measures designed to prevent or limit the effect of a failure, interruption or security breach, or the policies, procedures and protective measures of our third-party vendors, will be effective. If significant failure, interruption or security breaches do occur in our processing systems or those of our third-party providers, we could suffer damage to our reputation, a loss of customer business, additional regulatory scrutiny, or exposure to civil litigation, additional costs and possible financial liability. In addition, our business is highly dependent on our ability to process, record and monitor, on a continuous basis, a large number of transactions. To do so, we are dependent on our employees and therefore, the potential for operational risk exposure exists throughout our organization, including losses resulting from human error. We could be materially adversely affected if one or more of our employees cause a significant operational breakdown or failure. If we fail to maintain adequate infrastructure, systems, controls and personnel relative to our size and products and services, our ability to effectively operate our business may be impaired and our business could be adversely affected.

Customer or employee fraud subjects us to additional operational risks

Employee errors or omissions, particularly with respect to information security controls, and employee and customer misconduct could subject us to financial losses or regulatory sanctions and seriously harm our reputation. Our loans to businesses and individuals and our deposit relationships and related transactions are also subject to exposure to the risk of loss due to fraud and other financial crimes. Misconduct by our employees could include concealing unauthorized activities from us, improper or unauthorized activities on behalf of our customers or improper use of confidential information. It is not always possible to prevent employee errors and misconduct, and the precautions we take to prevent and detect this activity may not be effective in all cases. Employee errors could also subject us to financial claims for negligence. We have not experienced any material financial losses from employee errors, misconduct or fraud. However, if our internal controls fail to prevent or promptly detect an occurrence, or if any resulting loss is not insured or exceeds applicable insurance limits, it could have a material adverse effect on our financial condition and results of operations.

If our enterprise risk management framework is not effective at mitigating risk and loss to us, we could suffer unexpected losses and our results of operations could be materially adversely affected

Our enterprise risk management framework seeks to achieve an appropriate balance between risk and return, which is critical to optimizing stockholder value. We have established processes and procedures intended to identify, measure, monitor, report and analyze the types of risk to which we are subject, including credit, liquidity, operational, legal, regulatory compliance and reputational. However, as with any risk management framework, there are inherent limitations to our risk management strategies as there may exist, or develop in the future, including risks that we have not appropriately anticipated or identified. If our risk management framework proves ineffective, we could suffer unexpected losses and our business and results of operations could be materially adversely affected.

We continually encounter technological change, and may have fewer resources than many of our larger competitors to continue to invest in technological improvements

The financial services industry is undergoing rapid technological changes, with frequent introductions of new technology-driven products and services. The effective use of technology increases efficiency and enables financial institutions to better serve customers and to reduce costs. Our future success will depend, in part, upon our ability to address the needs of our customers by using technology to provide products and services that will satisfy customer demands for convenience, as well as to create additional efficiencies in our operations. Many of our competitors have substantially greater resources to invest in technological improvements. We also may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to our customers.

Consumers

The Banks Board of Directors utilizes internal and businessesexternal cybersecurity expertise to oversee cybersecurity risk management

The Bank has a standing Management Audit/Compliance Committee, which membership includes the Chief Executive Officer, Chief Information Officer, Chief Audit Officer (who is also a Certified Information Systems Auditor) and the Compliance Officer.  The Management Audit/Compliance Committee coordinates external and internal audit activities with respect to cyber/information security.  The Bank utilizes independent external consultants and auditors to implement, test and audit cybersecurity and information technology systems, controls and practices.  The Bank’s Board of Directors and its senior management rely on reports and information from and by the Bank’s Information Services Division personnel, and the Bank’s independent external consultants and auditors, to oversee the Bank’s cyber/information security policies, controls and practices.

Risks Related to our Lending Activities

Our commercial real estate loans constitute a concentration of credit and thus are increasingly using non-bankssubject to complete theirenhanced regulatory scrutiny and require us to utilize enhanced risk management techniques

A substantial portion of our loan portfolio is secured by real estate. Our commercial real estate loan portfolio generally consists of multi-family residential real estate loans originated in selected geographic markets and nonresidential real estate loans originated predominantly in the Chicago market. At December 31, 2023, our loan portfolio included $527.5 million in multi-family residential real estate loans, or 49.8% of total loans, and $97.1 million in non-owner occupied nonresidential real estate loans, or 9.2% of total loans. These commercial real estate loans represented 370.83% of the Bank’s $168.4 million total risk-based capital at December 31, 2023. Concentrations of credit are pools of loans whose collective performance has the potential to affect a bank negatively even if each individual transaction within the pool is soundly underwritten. When loans in a pool are sensitive to the same economic, financial, or business development, that sensitivity, if triggered, could cause the sum of the transactions to perform as if it were a single, large exposure. As such, concentrations of credit add a dimension of risk that compounds the risk inherent in individual loans.

The OCC expects banks to implement board-approved policies and procedures to identify, measure, monitor, and control concentration risks, taking into account the potential impact on earnings and capital under stressed market conditions, economic downturns, and periods of general market illiquidity as well as normal market conditions. Enhanced risk management is required for commercial real estate concentrations exceeding 300% of total risk-based capital. The Bank has established board-approved policies and procedures to identify, measure, monitor, control and stress test its concentrations of credit. The Bank has taken other specific steps to mitigate concentrations of credit risk, including the establishment of concentrations of credit limits based on loan type and geography, the maintenance of capital in excess of the minimum regulatory requirements, the establishment of appropriate underwriting standards for specific loan types and geographic markets, active portfolio management and an emphasis on originating multi-family residential real estate loans that qualify for 50% risk-weighting under the regulatory capital rules. At December 31, 2023, $315.2  million of the Bank’s multi-family residential real estate loans, or 59.8% of the Bank’s total multi-family residential real estate loan portfolio, qualified for 50% risk-weighting under the regulatory capital rules. The Bank’s earnings and capital could be materially and adversely impacted if economic, financial, or business developments were to occur that materially and adversely impacted all or a material portion of the Bank’s commercial real estate loans and caused them to perform as a single, large exposure.

Repayment of our commercial and commercial real estate loans typically depends on the cash flows of the borrower. If a borrower's cash flows weaken or become uncertain, the loan may need to be classified, the collateral securing the loan may decline in value and we may need to increase our credit loss reserves or record a charge-off

We underwrite our commercial and commercial real estate loans primarily based on the historical and expected cash flows of the borrower, or in the case of Accounts Receivable Commercial Finance, primarily based on the creditworthiness of the account debtors as the principal source of repayment. Although we consider collateral in the underwriting process, it is a secondary consideration that generally relates to the risk of loss in the event of a borrower default for most commercial loan types where the borrower's cash flow is the principal source of repayment. We follow the OCC's published guidance for assigning risk-ratings to loans, which emphasizes the strength of the borrower's cash flow, or for asset-based loans, a sustainable source of liquidity to fund business operations. The OCC's loan risk-rating guidance provides that the primary consideration in assigning risk-ratings to standard commercial and commercial real estate loans is the strength of the primary source of repayment, which is defined as a sustainable source of cash under the borrower's control that is reserved, explicitly or implicitly, to cover the debt obligation. The OCC's loan risk-rating guidance for standard commercial loans and commercial real estate loans typically does not consider secondary repayment sources until the strength of the primary repayment source weakens, and collateral values typically do not have a significant impact on a loan's risk rating until a loan is classified. Consequently, if a borrower's cash flows weaken or become uncertain, the loan may need to be classified, whether or not the loan is performing or fully secured. In addition, real estate appraisers typically place significant weight on the cash flows generated by income-producing real estate and the reliability of the cash flows in performing valuations. Thus, economic or borrower-specific conditions that cause a decline in a borrower's cash flows could cause our loan classifications to increase and the net realizable value of the collateral securing our loans to decline, and require us to increase our credit loss reserves, record charge-offs, or increase our capital levels.  In addition, if we foreclose on these loans, our holding period for the collateral may be longer than for a single or multi-family residential property if there are fewer potential purchasers of the collateral.

Repayment of our equipment finance transactions is typically dependent on the cash flows of the lessee, which may be unpredictable, and the collateral securing these loans may fluctuate in value

We lend money to small and mid-sized independent leasing companies to finance the debt portion of leases. An equipment finance transaction results when a leasing company discounts the equipment rental revenue stream owed to the leasing company by a lessee. Our equipment finance transaction entail many of the same types of risks as our commercial loans.  Equipment finance transactions generally are non-recourse to the leasing company, and, consequently, our recourse is limited to the lessee and the leased equipment. As with commercial loans secured by equipment, the equipment securing our lease loans may depreciate over time, may be difficult to appraise and may fluctuate in value. We rely on the lessee’s continuing financial stability, rather than the value of the leased equipment, for the repayment of all required amounts under equipment finance transactions.  In the event of a default on an equipment finance transaction, the proceeds from the sale of the leased equipment may not be sufficient to satisfy the outstanding unpaid amounts under the terms of the loan. At December 31, 2023, our equipment finance portfolio totaled $303.3 million, or 28.6% of our total loan portfolio.

Our loan portfolio includes loans or asset financing agreements to the U.S. Government, State Governments, local governments or related entities, private healthcare providers and non-profit entities, and the repayment of these credit exposures is largely dependent upon the receipt of appropriations for and cash payments from government programs

The repayment of these credit exposures is largely dependent on the borrower's receipt of payments and reimbursements from U.S. Government and individual state government programs, including Medicaid, Medicare and state-level assistance programs, for the services they have provided. The ability of the borrowers to service loans we have made to them may be adversely impacted by the financial ability of the U.S. Government, individual state governments or local governments to make direct reimbursement payments, or, via managed healthcare organizations operating under agreements with the federal government or individual states, to make indirect reimbursements for the services provided. The failure of a direct or indirect payor to make payments to a contractor, subcontractor or provider, or a significant delay in the making of such reimbursements, could adversely affect the ability of the operators of these facilities to repay their obligations to us. In addition, changes to national health care policy involving private health insurance policies may also affect the business prospects and financial condition or operations of commercial loan customers and commercial lessees involved in health care-related businesses.

If our business and results of operations

Technology and other changes are allowing consumers and businessesallowance for credit losses is not sufficient to complete financial transactionscover actual losses, our earnings would be adversely impacted

In the event that historically have involved banks through alternative methods. For example, the wide acceptance of Internet-based commerce has resulted in a number of alternative payment processing systems and lending platforms in which banks play only minor roles. Customers can now maintain funds in prepaid debit cards or digital currencies, and pay bills and transfer funds directly without the direct assistance of banks. The diminishing role of banks as financial intermediaries has resulted and could continueour loan customers do not repay their loans according to result in the loss of fee income, as well as the loss of customer depositstheir terms, and the related income generated from those deposits. The losscollateral securing the repayment of these revenue streamsloans is insufficient to cover any remaining loan balance, including expenses of collecting the loan and managing and liquidating the potential loss of lower cost deposits as a source of fundscollateral, we could experience significant credit losses or increase our provision for credit losses or both, which could have a material adverse effect on our operating results. At December 31, 2023, our allowance for credit losses was $8.3 million, which represented 0.79% of total loans and 37.36% of nonperforming loans as of that date. In determining the amount of our allowance for credit losses, we rely on internal and external loan reviews, our historical experience and our evaluation of economic conditions, among other factors. In addition, we make various estimates and assumptions about the collectability of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets, if any, serving as collateral for the repayment of our loans. We also make judgments concerning our legal positions and the priority of our liens and security interests in contested legal or bankruptcy proceedings, and at times, we may lack sufficient information to establish adequate specific reserves for loans involved in such proceedings. We base these estimates, assumptions and judgments on information that we consider reliable, but if an estimate, assumption or judgment that we make ultimately proves to be incorrect, additional provisions to our allowance for credit losses may become necessary. In addition, our emphasis on loan and lease growth and on increasing our portfolios of commercial business loans, as well as any future credit deterioration, could require us to increase our allowance for credit losses in the future. In addition, as an integral part of their supervisory and/or examination process, the OCC periodically reviews the methodology for and the sufficiency of the allowance for credit losses. The OCC has the authority to require us to recognize additions to the allowance based on their inclusion, exclusion or modification of risk factors or differences in judgments of information available to them at the time of their examination.

On January 1, 2023, the Company adopted Accounting Standards Update No. 2016-13, Financial Instruments – Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments (“ASC 326”). ASC 326 amends guidance on reporting credit losses for financial assets held at amortized cost basis and available-for-sale debt securities.

We are subject to environmental liability risk associated with lending activities

A significant portion of our loan portfolio is secured by real estate, and we could become subject to environmental liabilities with respect to one or more of these properties. During the ordinary course of business, we may foreclose on and take title to properties securing defaulted loans. In doing so, there is a risk that hazardous or toxic substances could be found on these properties. If so, we may be liable for remediation costs, as well as for personal injury and property damage, civil fines and criminal penalties regardless of when the hazardous conditions or toxic substances first affected any particular property. Environmental laws may require us to incur substantial expenses to address unknown liabilities and may materially reduce the affected property’s value or limit our ability to use or sell the affected property. In addition, future laws or more stringent interpretations or enforcement policies with respect to existing laws may increase our exposure to environmental liability. Although we have policies and procedures to perform an environmental review before initiating any foreclosure action on nonresidential real property, these reviews may not be sufficient to detect all potential environmental hazards. The remediation costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect on us.

The foreclosure process for loans secured by real estate collateral may adversely impact our recoveries on nonperforming loans

The judicial foreclosure process is protracted, which delays our ability to resolve nonperforming loans through the sale of the underlying collateral. The longer timelines have been the result of the economic crisis, additional consumer protection initiatives related to the foreclosure process, increased documentary requirements and judicial scrutiny, and, both voluntary and mandatory programs under which lenders may consider loan modifications or other alternatives to foreclosure. These reasons and the legal and regulatory responses have impacted the foreclosure process and completion time of foreclosures for residential mortgage lenders. This may result in a material adverse effect on collateral values and our ability to minimize its losses.

Risks Related to Laws and Regulations

New or changing tax, accounting, and regulatory rules and interpretations could have a significant impact on our strategic initiatives, results of operations, cash flows, and financial condition

The banking services industry is extensively regulated. In addition to regulation by our banking regulators, we also are directly subject to the requirements of entities that set and interpret the accounting standards such as the Financial Accounting Standards Board, and indirectly subject to the actions and interpretations of the Public Company Accounting Oversight Board, which establishes auditing and related professional practice standards for registered public accounting firms and inspects registered firms to assess their compliance with certain laws, rules, and professional standards in public company audits. These regulations, along with the currently existing tax, accounting, securities, insurance, and monetary laws, regulations, rules, standards, policies and interpretations, control the methods by which financial institutions and their holding companies conduct business, engage in strategic and tax planning and implement strategic initiatives, and govern financial reporting and disclosures. These laws, regulations, rules, standards, policies and interpretations are constantly evolving and may change significantly over time, particularly during periods in which the composition of the U.S. Congress and the leadership of regulatory agencies and public sector boards change due to the outcomes of national elections.

We use the asset/liability method of accounting for income taxes in which deferred tax assets and liabilities are established for the temporary differences between the financial reporting basis and the tax basis of our assets and liabilities. Under accounting principles generally accepted in the United States of America (“US GAAP”), a deferred tax asset valuation allowance is required to be recognized if it is “more likely than not” that the deferred tax asset will not be realized. The determination of the realizability of the deferred tax assets is dependent upon judgments made following management’s periodic evaluation of all available positive and negative evidence, including prior pre-tax losses and the events or conditions that caused them, forecasts of future taxable income, and current and future economic and business conditions.

As of December 31, 2023, we had a net operating loss (“NOL”) carryforward for Illinois, which begins to expire in 2031 and fully expires in 2033 pursuant to changes to Illinois law enacted in 2021. In 2023, we exceeded our Business Plan projection for purposes of deferred tax asset utilization analysis.  Based on our long-term Business Plan, we expect that we will fully utilize the Illinois NOL carryforward before it expires in 2033.  However, changes in applicable tax laws, regulations, macroeconomic conditions or market conditions may adversely affect this conclusion in future periods and there can be no assurance that we will be able to fully realize our deferred tax assets prior to their scheduled expiration under current applicable law.

We could become subject to more stringent capital requirements, which could adversely impact our return on equity, require us to raise additional capital, or constrain us from paying dividends or repurchasing shares

Federal regulations establish minimum capital requirements for insured depository institutions, including minimum risk-based capital and leverage ratios, and define “capital” for calculating these ratios. The minimum capital requirements are: (i) a common equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 to risk-based assets capital ratio of 6% (increased from 4%); (iii) a total capital ratio of 8% (unchanged from current rules); and (iv) a Tier 1 leverage ratio of 4%. Unrealized gains and losses on certain “available-for-sale” securities holdings are to be included for purposes of calculating regulatory capital requirements unless a one-time opt-out was exercised. The Bank exercised this one-time opt-out option.

The regulations also establish a “capital conservation buffer” of 2.5% and the following minimum ratios: (i) a common equity Tier 1 capital ratio of 7%, (ii) a Tier 1 to risk-based assets capital ratio of 8.5%, and (iii) a total capital ratio of 10.5%. An institution will be subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses if its capital level falls below the buffer amount. These limitations will establish a maximum percentage of eligible retained income that can be utilized for such actions.

At December 31, 2023, the Bank has met all of these requirements, including the full 2.5% capital conservation buffer.

The application of these more stringent capital requirements could, among other things, result in lower returns on equity, require the raising of additional capital, and result in regulatory actions if we were to be unable to comply with such requirements. Furthermore, the imposition of liquidity requirements in connection with the implementation of Basel III could result in our having to lengthen the term of our funding, restructure our business models, and/or increase our holdings of liquid assets. Implementation of changes to asset risk weightings for risk-based capital calculations, items included or deducted in calculating regulatory capital and/or additional capital conservation buffers could result in management modifying its business strategy, and could limit our ability to make distributions, including paying out dividends or buying back shares. Specifically, the Bank’s ability to pay dividends will be limited if it does not have the capital conservation buffer required by the capital rules, which may limit our ability to pay dividends to stockholders. See “Supervision and Regulation-Federal Banking Regulation-Capital Requirements.”

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

Financial institutions are required under the USA PATRIOT and Bank Secrecy Acts to develop programs to prevent financial institutions from being used for money-laundering and terrorist activities. Financial institutions are also obligated to file suspicious activity reports with the U.S. Treasury Department's Office of Financial Crimes Enforcement Network if such activities are detected. These rules also require financial institutions to establish procedures for identifying and verifying the identity of customers seeking to open new financial accounts. Failure or the inability to comply with these regulations could result in fines or penalties, curtailment of expansion opportunities, intervention or sanctions by regulators and costly litigation or expensive additional controls and systems. During the last few years, several banking institutions have received large fines for non-compliance with these laws and regulations. In addition, the U.S. Government has previously imposed laws and regulations relating to residential and consumer lending activities that create significant new compliance burdens and financial risks. We have developed policies and continue to augment procedures and systems designed to assist in compliance with these laws and regulations, but these policies may not be effective to provide such compliance.

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

New linesoperations

In addition to being affected by general economic conditions, our earnings and growth are affected by the policies of business or new productsthe Federal Reserve Board. An important function of the Federal Reserve Board is to regulate the money supply and services may subject us to additional risks

From time to time, we may seekcredit conditions. Among the instruments used by the Federal Reserve Board to implement new linesthese objectives are open market purchases and sales of businessU.S. government securities, adjustments of the discount rate and changes in banks’ reserve requirements against bank deposits. These instruments are used in varying combinations to influence overall economic growth and the distribution of credit, bank loans, investments and deposits. Their use also affects interest rates charged on loans or offer new productspaid on deposits.

The monetary policies and services within existing linesregulations of business in our current markets or new markets. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines of business and/or new products and services, we may investFederal Reserve Board have had a significant time and resources. Initial timetables for the introduction and development



14



of new lines of business and/or new products or services may not be achieved and price and profitability targets may not prove feasible, which could in turn have a material negative effect on the operating results of financial institutions in the past and are expected to continue to do so in the future. The effects of such policies upon our operating results.
business, financial condition and results of operations cannot be predicted.

FDIC deposit insurance could increase in the future

The Dodd-Frank Act required the FDIC to base deposit insurance premiums on an institution's total assets minus its tangible equity instead of its deposits. The FDIC has adopted final regulations that base assessments on a combination of financial ratios and regulatory ratings. The FDIC also revised the assessment schedule and established adjustments that increase assessments so that the range of assessments is now 1.5 basis points to 30 basis points of total assets less tangible equity. If there are any changes in the Bank’s financial ratios and regulatory ratings that require adjustments that increase its assessment, or, if circumstances require the FDIC to impose additional special assessments or further increase its quarterly assessment rates, our results of operations could be adversely impacted.

Our sources of funds are limited because of our holding company structure

The Company is a separate legal entity from its subsidiaries and does not have significant operations of its own. Dividends from the Bank provide a significant source of cash for the Company. The availability of dividends from the Bank is limited by various statutes and regulations. Under these statutes and regulations, the Bank is not permitted to pay dividends on its capital stock to the Company, its sole stockholder, if the dividend would reduce the stockholders' equity of the Bank below the amount of the liquidation account established in connection with the mutual-to-stock conversion. National banks may pay dividends without the approval of its primary federal regulator only if they meet applicable regulatory capital requirements before and after the payment of the dividends and total dividends do not exceed net income to date over the calendar year plus its retained net income over the preceding two years. TheIn addition, in accordance with its Regulatory Capital Policy, the Company has also reservedexpects to maintain a combination of cash, liquid assets and credit availability equal to at least $5.0 million of its available cash to maintainfacilitate its ability to serve as a source of financial strength to the Bank. If in the future, the Company utilizes its available cash for other purposes and the Bank is unable to pay dividends to the Company, the Company may not have sufficient funds to pay dividends.

Trading activity

Risks Related to Economic Conditions

Changes to U.S. fiscal or monetary policies will continue to affect our loan and deposit portfolio balances, securities portfolio, liquidityand customerbehavior

In response to the COVID-19 global pandemic, the U.S. Federal Reserve Board in 2020 commenced unprecedented open market operations to increase liquidity of individuals, households, and businesses which operations continue in effect. The fiscal stimulus provided by the U.S. Government in 2020 and 2021, included but not limited to the Paycheck Protection Act, increases to the child tax credit and other government payments. The resultant increase in liquidity from both monetary and fiscal stimulus has since affected, and continues to affect, the demand for loans and the supply of deposits for all types of borrowers and depositors.  In addition, changes in the Company's common stockdemand and the average selling price for single-family housing, low interest rates and investor uncertainty with respect to other types of commercial real estate property investments, continue to materially increase the market demand for multi-family residential properties due to the scarcity of housing. The combined effect of these government actions and market responses resulted in significant changes in customer behavior, including reduced utilization of commercial lines of credit and pre-payments of multi-family residential real estate loans, nonresidential real estate loans, and equipment finance transactions.

Disruptions in supply chains, the widespread adoption of hybrid-remote work arrangements, reductions in labor force participation and the aforementioned changes to fiscal policy have caused a material increase in inflation of goods and services, including labor.  The increases in domestic and international inflation are likely to result in changes in U.S. and foreign central bank policy with respect to benchmark interest rates such as the Federal Funds Rate and the reduction or termination of open-market securities purchases.  The impact of these future potential actions by government authorities are highly uncertain, and such actions may unfavorably impact our loan and deposit portfolio balances, securities portfolio valuations, loan originations and repayment activity, liquidity, and asset quality.

Adverse changes in local economic conditions and adverse conditions in an industry on which a local market in which we do business depends could negatively affect our financial condition or results of operations

Except for our commercial equipment leasing and commercial finance activities, which we conduct on a nationwide basis, and our multi-family residential real estate lending activities, which we conduct in selected Metropolitan Statistical Areas, including, but not limited to, the Metropolitan Statistical Areas for Chicago, Illinois, Dallas and San Antonio, Texas, Charlotte, North Carolina, and Tampa, Florida, a material portion of our loan and substantially all of our deposit activities are conducted in the Metropolitan Statistical Area for Chicago, Illinois. Our loan and deposit activities are directly affected by, and our financial success depends on, economic conditions within the local markets in which we do business, as well as conditions in the industries on which those markets are economically dependent. A deterioration in local economic conditions, as a result of COVID-19 or otherwise, or in the condition of an industry on which a local market depends could adversely affect such factors as unemployment rates, business formations and expansions, housing demand, apartment vacancy rates and real estate values in the local market, and this could result in, material price fluctuations

It is possible that trading activityamong other things, a decline in loan and lease demand, a reduction in the Company's common stock, including short-sellingnumber of creditworthy borrowers seeking loans, an increase in loan delinquencies, defaults and foreclosures, an increase in classified and nonaccrual loans, a decrease in the value of the collateral for our loans, an increase in our allowance for credit losses and a decline in the net worth and liquidity of our borrowers and guarantors. Any of these factors could negatively affect our financial condition or significant salesresults of operations.

In addition, our loan portfolio includes fixed- and adjustable-rate first mortgage loans, home equity loans and home equity lines of credit secured by one-to-four family residential properties primarily located in the Chicago metropolitan area. Residential real estate lending is sensitive to regional and local economic conditions that may significantly impact the ability of borrowers to meet their loan payment obligations, making loss levels difficult to predict. Residential loans with high combined loan-to-value ratios generally are more sensitive to declining property values than those with lower combined loan-to-value ratios and therefore may experience a higher incidence of default and severity of losses. In addition, if the borrowers sell their homes, the borrowers may be unable to repay their loans in full from the sale proceeds. As a result, these loans may experience higher rates of delinquencies, defaults and losses, which could in turn adversely affect our larger stockholders,financial condition and results of operations.

Inflation can have an adverse impact on our business and on our customers

Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation decreases the value of money.  Over the past year, in response to a pronounced rise in inflation, the Federal Reserve Board has raised certain benchmark interest rates to combat inflation.  As discussed under “—Risks Related to Interest Rates—Changes in market interest rates could adversely affect our financial condition and results of operations,” as inflation increases and market interest rates rise the value of our investment securities, particularly those with longer maturities, would decrease, although this effect can be less pronounced for floating rate instruments.  In addition, inflation generally increases the cost of goods and services we use in our business operations, such as electricity and other utilities, which increases our noninterest expenses.  Furthermore, our customers are also affected by inflation and the rising costs of goods and services used in their households and businesses, which could have a negative impact on their ability to maintain deposits and repay their loans with us.  Sustained higher interest rates by the Federal Reserve Board to tame persistent inflationary price pressures could also push down asset prices and weaken economic activity. A deterioration in economic conditions in the United States and our markets could result in material price fluctuationsan increase in loan delinquencies and nonperforming assets, decreases in loan collateral values and a decrease in demand for our products and services, all of which, in turn, would adversely affect our business, financial condition and results of operations.

The City of Chicago and the State of Illinois continue to experience significant financial difficulties, and this could adversely impact certain borrowers and the economic vitality of the price per shareCity and State

The City of Chicago and the State of Illinois are experiencing significant financial difficulties, including material pension funding shortfalls. These issues could impact the economic vitality of the Company's common stock.City of Chicago and the State of Illinois and the businesses operating there, encourage businesses to leave the City of Chicago or the State of Illinois, and discourage new employers from starting or moving businesses to there. These issues could also result in delays in the payment of accounts receivable owed to borrowers that conduct business with the State of Illinois and Medicaid payments to nursing homes and other healthcare providers in Illinois, and impair their ability to repay their loans when due.

Our stock price may be negatively impacted by unrelated bank failures and negative depositor confidence in depository institutions. Further, if we are unable to adequately manage our liquidity, deposits, capital levels and interest rate risk, which have come under greater scrutiny in light of recent bank failures, it may have a material adverse effect on our financial condition and results of operations

On March 9, 2023, Silvergate Bank, La Jolla, California, announced its decision to voluntarily liquidate its assets and wind down operations. On March 10, 2023, Silicon Valley Bank, Santa Clara, California, was closed by the California Department of Financial Protection and Innovation. On March 12, 2023, Signature Bank, New York, New York, was closed by the New York State Department of Financial Services, and on May 1, 2023, First Republic Bank, San Francisco, California, was closed by the California Department of Financial Protection and Innovation. These banks had elevated levels of uninsured deposits, which may be less likely to remain at the bank over time and less stable as a source of funding than insured deposits. These failures led to volatility and declines in the market for bank stocks and questions about depositor confidence in depository institutions.

These events have led to a greater focus by institutions, investors and regulators on the on-balance sheet liquidity of and funding sources for financial institutions, the composition of its deposits, including the amount of uninsured deposits, the amount of accumulated other comprehensive loss, capital levels and interest rate risk management. If we are unable to adequately manage our liquidity, deposits, capital levels and interest rate risk, it may have a material adverse effect on our financial condition and results of operations.

Risks Related to Accounting Matters

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

In preparing periodic reports we are required to file under the Securities Exchange Act of 1934, including our consolidated financial statements, our management is and will be required under applicable rules and regulations to make estimates and assumptions as of a specified date. These estimates and assumptions are based on management’s best estimates and experience as of that date and are subject to substantial risk and uncertainty. Materially different results may occur as circumstances change and additional information becomes known. Areas requiring significant estimates and assumptions by management include our evaluation of the adequacy of our allowance for credit losses and the valuation of deferred taxes.

Risks Related to Environmental and Other Global Matters

Societal responses to climate change could adversely affect our business and performance, including indirectly through impacts on our customers

Concerns over the long-term impacts of climate change have led and will continue to lead to governmental efforts around the world to mitigate those impacts. Consumers and businesses also may change their behavior on their own as a result of these concerns. We and our customers will need to respond to new laws and regulations as well as consumer and business preferences resulting from climate change concerns. We and our customers may face cost increases, asset value reductions, operating process changes and other issues. The impact on our customers will likely vary depending on their specific attributes, including reliance on or role in carbon intensive activities. Among the impacts to us could be a drop in demand for our products and services, particularly in certain sectors. In addition, we could face reductions in creditworthiness on the part of some customers or in the value of assets securing loans. Our efforts to take these risks into account in making lending and other decisions, including by increasing our business with climate-focused companies, may not be effective in protecting us from the negative impact of new laws and regulations or changes in consumer or business behavior.

Our business, financial condition, and results of operations could be adversely affected by natural disasters, health epidemics, and other catastrophic events

We could be adversely affected if key personnel or a significant number of employees were to become unavailable due to a pandemic, natural disaster, war, act of terrorism, accident, or other reason. Any of these events could result in the temporary reduction of operations, employees, and customers, which could limit our ability to provide services. Additionally, many of our borrowers may suffer property damage, experience interruption of their businesses or lose their jobs after such trading activityevents. Those borrowers might not be able to repay their loans, and the resultant volatilitycollateral for such loans may decline significantly in value.

Other Risks Related to Our Business
Potential downgrades of U.S. government securities by one or more of the credit ratings agencies could make it more difficult forhave a material adverse effect on our operations, earnings and financial condition

A possible future downgrade of the Company to sell equity or equity-related securitiessovereign credit ratings of the U.S. government and a decline in the future atperceived creditworthiness of U.S. government-related obligations could impact our ability to obtain funding that is collateralized by affected instruments, as well as affect the pricing of that funding when it is available. A downgrade may also adversely affect the market value of such instruments. We cannot predict if, when or how any changes to the credit ratings or perceived creditworthiness of these organizations will affect economic conditions. Such ratings actions could result in a timesignificant adverse impact on us. Among other things, a downgrade in the U.S. government’s credit rating could adversely impact the value of our securities portfolio and price it deems appropriate,may trigger requirements that we post additional collateral for trades relative to these securities. A downgrade of the sovereign credit ratings of the U.S. government or the credit ratings of related institutions, agencies or instruments would significantly exacerbate the other risks to use its stock as consideration for an acquisition.

which we are subject and any related adverse effects on the business, financial condition and results of operations.

Various factors may make takeover attempts that you might want to succeed more difficult to achieve, which may affect the value of shares of our common stock

Provisions of our articles of incorporation and bylaws, federal regulations, Maryland law and various other factors may make it more difficult for companies or persons to acquire control of the Company without the consent of our board of directors. You may want a takeover attempt to succeed because, for example, a potential acquirer could offer a premium over the then prevailing price of our shares of common stock. Provisions of our articles of incorporation and bylaws also may make it difficult to remove our current board of directors or management if our board of directors opposes the removal. We have elected to be subject to the Maryland Business Combination Act, which places restrictions on mergers and other business combinations with large stockholders. In addition, our articles of incorporation provide that certain mergers and other similar transactions, as well as amendments to our articles of incorporation, must be approved by stockholders owning at least two-thirds of our shares of common stock entitled to vote on the matter unless first approved by at least two-thirds of the number of our authorized directors, assuming no vacancies. If approved by at least two-thirds of the number of our authorized directors, assuming no vacancies, the action must still be approved by a majority of our shares entitled to vote on the matter. In addition, a director can be removed from office, but only for cause, if such removal is approved by stockholders owning at least two-thirds of our shares of common stock entitled to vote on the matter. However, if at least two-thirds of the number of our authorized directors, assuming no vacancies, approves the removal of a director, the removal may be with or without cause, but must still be approved by a majority of our voting shares entitled to vote on the matter. Additional provisions include limitations on the voting rights of any beneficial owners of more than 10% of our common stock. Our bylaws, which can only be amended by the board of directors, also contain provisions regarding the timing, content and procedural requirements for stockholder proposals and nominations.

New

We could record future losses on our investment securities portfolio

A number of factors or changing tax, accounting,combinations of factors could require us to conclude in one or more future reporting periods that an unrealized loss that exists with respect to these and regulatory rulesother securities constitutes a credit related impairment, which could result in material losses to us. These factors include, but are not limited to, failure by the issuer to make scheduled interest payments, the issuer of the securities and interpretationstheir creditworthiness, any changes to the rating of the security and any adverse conditions specifically related to the security that would render us unable to forecast a full recovery in value. In addition, the fair values of securities could decline if the overall economy and the financial condition of some of the issuers deteriorates and there remains limited liquidity for these securities.  At December 31, 2023, we recorded other comprehensive losses of $2.6 million related to net changes in unrealized holding losses in the available-for-sale investment securities portfolio.

A lack of liquidity could adversely affect our financial condition and results of operations.

Liquidity is essential to our business. We maintain liquidity in the form of cash and interest-bearing deposits on our balance sheet, and we have additional sources of liquidity from Federal Home Loan Bank advances and other sources.  In addition, 86% of our deposits are insured by the FDIC and we maintain reciprocal FDIC deposit insurance programs up to $10 million for customers with deposits in excess of the $250,0000 federal deposit insurance limit. We rely on our ability to generate deposits and effectively manage the repayment of our liabilities to ensure that there is adequate liquidity to fund operations. An inability to raise funds through deposits, borrowings, the sale and maturities of loans and securities and other sources could have a significantsubstantial negative effect on liquidity. Our most important source of funds is our deposits. Deposit balances can decrease when customers perceive alternative investments as providing a better risk adjusted return, which are strongly influenced by such external factors as the direction of interest rates, local and national economic conditions and the availability and attractiveness of alternative investments. Further, the demand for deposits may be reduced due to a variety of factors such as negative trends in the banking sector, the level of and/or composition of our uninsured deposits, demographic patterns, changes in customer preferences, reductions in consumers’ disposable income, the monetary policy of the FRB or regulatory actions that decrease customer access to particular products. If customers move money out of bank deposits and into other investments such as money market funds, we would lose a relatively low-cost source of funds, which would increase our funding costs and reduce net interest income. Any changes made to the rates offered on deposits to remain competitive with other financial institutions may also adversely affect profitability and liquidity. Other primary sources of funds consist of cash flows from operations, maturities and sales of investment securities and/or loans, brokered deposits, borrowings from the FHLB and/or FRB discount window, and unsecured borrowings. We also may borrow funds from third-party lenders, such as other financial institutions. Our access to funding sources in amounts adequate to finance or capitalize our activities, or on terms that are acceptable, could be impaired by factors that affect us directly or the financial services industry or economy in general, such as disruptions in the financial markets or negative views and expectations about the prospects for the financial services industry, a decrease in the level of our business activity as a result of a downturn in markets or by one or more adverse regulatory actions against us or the financial sector in general. Any decline in available funding could adversely impact our ability to originate loans, invest in securities, meet expenses, or to fulfill obligations such as meeting deposit withdrawal demands, any of which could have a material adverse impact on our strategic initiatives,liquidity, business, financial condition and results of operations, cash flows, and financial condition

The banking services industry is extensively regulated and the degree of regulation has increased due to the Dodd-Frank Act and regulatory initiatives precipitated by the Dodd-Frank Act and the most recent economic downturn and the disruptions that certain financial markets experienced. We also are directly subject to the requirements of entities that set and interpret the accounting standards such as the Financial Accounting Standards Board, and indirectly subject to the actions and interpretations of the Public Company Accounting Oversight Board, which establishes auditing and related professional practice standards for registered public accounting firms and inspects registered firms to assess their compliance with certain laws, rules, and professional standards in public company audits. These regulations, along with the currently existing tax, accounting, securities, insurance, and monetary laws, regulations, rules, standards, policies and interpretations, control the methods by which financial institutions and their holding companies conduct business, engage in strategic and tax planning and implement strategic initiatives, and govern financial reporting and disclosures. These laws, regulations, rules, standards, policies and interpretations are constantly evolving and may change significantly over time, particularly during periods in which the composition of the U.S. Congress and the leadership of regulatory agencies and public sector boards change due to the outcomes of national elections.

operations.


15



Non-compliance

We could have insufficient liquidity to meet customer demand for funds

We maintain liquidity in the form of cash and interest-bearing deposits on our balance sheet, and we have additional sources of liquidity from Federal Home Loan Bank advances and other sources. In addition, 86% of our deposits are insured by the FDIC and we maintain reciprocal deposit insurance programs up to $10 million for customers with USA PATRIOT Act, Bank Secrecy Act, or other laws and regulationsdeposits in excess of the $250,0000 federal deposit insurance limit. However, unexpected  events could result in finesrapid withdrawals by customers for which our then-available sources of liquidity may be inadequate.   

The residual impacts of the novel COVID-19 outbreak, and associated governmental responses, could adversely affect our financial condition and results of operations

Global health concerns relating to the COVID-19 pandemic and related government actions taken to reduce the spread of the virus have continued to affect the macroeconomic environment, both nationally and in the Company’s existing geographic footprint.  

ITEM 1B.

UNRESOLVED STAFF COMMENTS

None.

ITEM 1C.

CYBERSECURITY

The Company conducts no business activities other than activities relating to capital management, stockholder relations, and acting as a source of financial strength for its subsidiary, the Bank. Cyber/information security is a significant and integrated component of the Company’s risk management strategy. As an insured depository institution, threats to information security are present and growing, and the potential exists for a cybersecurity incident to occur, which could disrupt business operations or sanctions

Financial institutions are required undercompromise sensitive data. To date, the USA PATRIOT andCompany has not, to its knowledge, experienced an incident materially affecting or reasonably likely to materially affect the Company.

The Bank Secrecy Acts to develop programs to prevent financial institutions from being used for money-laundering and terrorist activities. Financial institutions are also obligated to file suspicious activity reports with the U.S. Treasury Department's Office of Financial Crimes Enforcement Network if such activities are detected. These rules also require financial institutions to establishmaintains comprehensive policies, procedures, for identifying and verifying the identity of customers seeking to open new financial accounts. Failure or the inability to comply with these regulations could result in fines or penalties, curtailment of expansion opportunities, intervention or sanctions by regulators and costly litigation or expensive additionalinternal controls and systems. During the last few years, several banking institutions have received large fines for non-compliancepractices with these laws and regulations. In addition, the U.S. Government has previously imposed laws and regulations relatingrespect to residential and consumer lending activities that create significant new compliance burdens and financial risks. We have developed policies and continue to augment procedures and systems designed to assist in compliance with these laws and regulations, but these policies may not be effective to provide such compliance.

FDIC deposit insurance could increase in the future
The Dodd-Frank Act established 1.35% as the minimum Designated Reserve Ratio (“DRR”) for the deposit insurance fund. The FDIC has determined that the DRR should be 2.0% and has adopted a plan under which it will meet the statutory minimum DRR of 1.35% by the statutory deadline of September 30, 2020. The Dodd-Frank Act also required the FDIC to base deposit insurance premiums on an institution's total assets minus its tangible equity instead of its deposits. The FDIC has adopted final regulations that base assessments on a combination of financial ratios and regulatory ratings. The FDIC also revised the assessment schedule and established adjustments that increase assessments so that the range of assessments is now 1.5 basis points to 30 basis points of total assets less tangible equity. If there are any changes in the Bank’s financial ratios and regulatory ratings that require adjustments that increase its assessment, or, if circumstances require the FDIC to impose additional special assessments or further increase its quarterly assessment rates, our results of operations could be adversely impacted.
cyber/information security, including: 

Information Security Policy and Risk Management:  The Bank maintains an Information Security Policy reviewed and updated as needed, and at least annually by its Board of Directors. The Boards of Directors of the Company and the Bank review a formal Information Security Report at least annually and also receive periodic reports on cyber/information security topics and matters.

ITEM 1B.UNRESOLVED STAFF COMMENTS
As required by federal banking laws and regulations, the Bank’s cyber/information security risk management practices include risk assessments, controls and practices specifically for cybersecurity, information technology deployment and third-party information technology vendor risk management. 
The Bank conducts an extensive training program, from entry-level to executive-level, focused on information security and customer data privacy. As part of its Enterprise Risk Management protocols, the Company and the Bank maintain insurance policies appropriate for the scope of its operations, including coverage for risks related to cyber/information security and customer data privacy.
None.

Information Technology & Information Security Audits.  The Bank conducts independent external and internal audits of internal controls relating to information technology and information security in accordance with standards established by the Federal Financial Institutions Examination Council (FFIEC). Pursuant to their respective Charters, the Audit Committees of the Company and the Bank review and monitor the effectiveness of the Bank’s internal controls, including those controls related to information security, based on independent external audit and internal audit reports.  The Chief Audit Officer, who is also a Certified Information Systems Auditor, coordinates the external and internal audit plan and reporting functions for the Bank.

Information Security Management.To prepare and respond to incidents, the Bank maintains implemented multi-layered cybersecurity protocols, integrating people, technology, and processes as part of the Bank’s Information Security Program.  The Information Security Program is governed by various information security and cybersecurity, systems development, change control, disaster recovery/business continuity, third-party vendor management and physical asset classification and control policies. The Information Security Program identifies data sources, threats and vulnerabilities, deploys current information security technologies and ensures awareness, accountability, and oversight for data protection throughout the Bank and with trusted third parties to ensure that data is protected and able to be recovered in the event of a breach or failure (technical or other disaster).  The Company engages qualified third-party vendors, consultants and independent auditors to, among other things, conduct network penetration tests and perform cyber/information security audits.

The Information Services Division of the Bank is primarily responsible for identifying, assessing and managing material risks from cyber/information security threats.  Information security management is conducted by the Chief Information Officer (CIO) and Chief Information Security Officer (CISO) of the Bank.  The CIO has ten years’ experience with the Bank, including information security technology deployment and previous information technology audit experience.  The CISO has more than 15 years of experience with the Bank, with expertise in large-scale systems information security and customer data privacy management.
The CIO monitors, evaluates and adjusts the Bank’s Information Security Program, considering any relevant changes in technology, the sensitivity of its customer information, internal or external threats to information, and changing business arrangements, such as mergers and acquisitions, technology development initiatives, alliances and joint ventures, outsourcing arrangements, and changes to customer information systems.  The Management Audit/Compliance Committee reviews and coordinates the status and results of information security controls, network penetration, business continuity/disaster recovery testing, and incident response plan testing.  The CIO is a member of various management committees, chairs the Technology Coordinating Committee of the Bank, and presents cyber/information security updates on a periodic basis to the Chief Executive Officer and the Bank’s Board of Directors.
Our employees are the first line of defense with respect to cyber/information security protection. Each employee is responsible for protecting Bank and customer information. Employees are provided training at initial onboarding and thereafter regarding information security and cybersecurity-related policies and procedures applicable to their respective roles within the organization. In addition, employees are subjected to regular simulated phishing assessments, designed to sharpen threat detection and reporting capabilities. In addition to training, employees are supported with solutions designed to identify, prevent, detect, respond to, and recover from cyber/information security threats and activities intended to compromise cyber/information security.

Customer Data Privacy. The Bank maintains and publishes its Customer Data Privacy Principles on its official website. The Principles include disclosures of the use and sharing of certain customer information, as well as the significant restrictions the Bank places on such activities. In addition, the Bank maintains policies restricting the knowing use or collection of information about children under age 13 by the Bank, other than to provide parental notice or consent. The Bank also maintains policies and controls over the use of electronic mail solicitations, including a customer’s ability to “opt-out” of electronic solicitations at any time.

The Bank maintains policies, controls and training programs concerning customer information security, including transaction processing. The Bank deploys universal conditional access policies, requires multi-factor authentication for external network access and on-line banking access by Bank customers, and maintains additional access controls for network security and transaction processing. The Bank also has policies and controls to identify, classify and limit access to non-public customer information, including a comprehensive third-party vendor management cyber/information security risk management program.

Customer Data Privacy Reviews. The Bank conducts independent external and internal reviews of internal controls relating to customer data privacy and data security in accordance with the requirements of the Gramm-Leach-Bliley Act, the Right to Financial Privacy Act, and standards established by the FFIEC. Pursuant to their respective Charters, the Audit Committees of the Company and the Bank review the effectiveness of the Bank’s internal controls, including those controls related to customer data privacy based on independent external audit and internal audit reports.

Information Security Incident Responses. The Bank maintains information security incident response plans for various information security/data breach scenarios. The Bank tests its incident response plans at least annually. Pursuant to applicable federal and state laws, regulations and FFIEC standards, the Bank maintains incident response notification procedures for affected customers, including notification of federal regulatory authorities and law enforcement. For the preservation of all possible avenues for law enforcement, the Bank does not disclose information security incidents to the general public unless required by law or as directed by applicable lawful authority.

ITEM 2.

PROPERTIES

We conduct our business at 1918 banking offices located in the Chicago metropolitan area, and from a corporate office.  We own all of our corporate office and banking offices other than our corporate office in Burr Ridge and our Chicago-Lincoln Park and Northbrook banking offices, which are leased. We also operate four satellite loancommercial credit origination and lease productioncustomer service offices for the Commercial Finance, Commercial Real Estate and Equipment Finance Divisions of the Bank, all of which are leased. We believe that all of our properties and equipment are well maintained, in good operating condition and adequate for all of our present and anticipated needs.

In December 2017, we agreed to a letter of intent to sell our corporate office building in Burr Ridge, Illinois. 

In January 2018,2023, we executedcompleted the previously disclosed closings of our Hazel Crest and Naperville branch offices. At the time of transfer, we recorded a formal sales agreement to sell$553,000 valuation adjustment on bank premises held-for-sale. During the property subject to certain contingencies exclusivelyremainder of 2023, we recorded an additional valuation adjustment of $49,000 on our Hazel Crest branch office based on the purchase price reflected in the controlpending sale agreement for the facility. In April 2023 we closed on the sale of the purchaser.  We believe that the transaction will not resultNaperville branch.  Hazel Crest branch sale was finalized in either a significant gain or loss on sale if consummated.  The asset is recorded in our financial statements at December 31, 2017 as premises held-for-sale at a net cost of $5.7 million.

February 2024.

We believe our remaining facilities in the aggregate are suitable and adequate to operate our banking and related business. Additional information with respect to premises and equipment is presented in Note 6 of "Notes to Consolidated Financial Statements" in Item 8 of this Annual Report on Form 10-K.

ITEM 3.

LEGAL PROCEEDINGS

The Company and its subsidiaries are subject to various legal actions arising in the normal course of business. In the opinion of management, based on currently available information, the resolution of these legal actions is not expected to have a material adverse effect on the Company’s results of operations.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.



17



PART II

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our shares of common stock are traded on the NASDAQ Global Select Market under the symbol “BFIN.” The approximate number of holders of record of the Company’s common stock as of January 31, 20182024 was 1,228. Certain933. Certain shares of the Company’s common stock are held in “nominee” or “street” name, and accordingly, the number of beneficial owners of such shares is not known or included in the foregoing number.

The following table presents quarterly market information provided by the NASDAQ Stock Market for the Company’s common stock and information concerning the cash dividends paid for the years ended December 31, 2017 and 2016.
2016 and 2017 Quarterly Periods High Low Close 
Cash
Dividends
Paid
Quarter ended December 31, 2017 $17.00
 $14.79
 $15.34
 $0.08
Quarter ended September 30, 2017 16.89
 14.66
 15.89
 0.07
Quarter ended June 30, 2017 15.31
 13.43
 14.92
 0.07
Quarter ended March 31, 2017 15.24
 13.13
 14.52
 0.06
Quarter ended December 31, 2016 $15.12
 $12.15
 $14.82
 $0.06
Quarter ended September 30, 2016 12.80
 11.75
 12.70
 0.05
Quarter ended June 30, 2016 12.89
 11.38
 11.99
 0.05
Quarter ended March 31, 2016 13.29
 11.42
 11.82
 0.05
The Company is subject to federal regulatory limitations on the payment of dividends. Federal Reserve Board Supervisory Letter SR 09-4 provides that a bank holding company should, among other things, notify and make a submission to its local Federal Reserve Bank prior to declaring a dividend if its net income for the current quarter is not sufficient to fully fund the dividend, and consider eliminating, deferring or significantly reducing its dividends if its net income for the current quarter is not sufficient to fully fund the dividends, or if its net income for the past four quarters, net of dividends previously paid during that period, is not sufficient to fully fund the dividends.
The Company is also subject to state law limitations on the payment of dividends. Maryland law generally limits dividends to an amount equal to the excess of our capital surplus over payments that would be owed upon dissolution to stockholders whose preferential rights upon dissolution are superior to those receiving the dividend, and to an amount that would not make us insolvent provided, however, that even if the Company’s assets are less than the amount necessary to satisfy the requirement set forth above, the Company may make a distribution from: (1) the Company’s net earnings for the fiscal year in which the distribution is made; (2) the Company’s net earnings for the preceding fiscal year; or (3) the sum of the Company’s net earnings for the preceding eight fiscal quarters.
Dividends from the Bank provide a significant source of cash for the Company. The availability of dividends from the Bank is limited by various statutes and regulations. For a discussion of the Bank’s ability to pay dividends, see Part I, Item 1, “Business — Supervision and Regulation — Federal Banking Regulation — Capital Distributions.”

Recent Sales of Unregistered Securities

The Company had no sales of unregistered stock during the year ended December 31, 2017.



18



2023.

Repurchases of Equity Securities

On March 30, 2015, the Company announced that its Board had authorized the repurchase of up to 1,055,098 shares of the Company’s common stock, which represented approximately 5% of the Company’s issued and outstanding shares of common stock. On December 28, 2015, the Board increased the number of shares that can be repurchased in accordance with the authorization by an additional 1,046,868 shares. On October 27, 2016, the Board increased the total number of shares authorized for repurchase by an additional 478,789 shares. On July 28, 2017, the Board increased the total number of shares authorized for repurchase by an additional 250,000 shares. On October 26, 2017, the Board extended the expiration date of the repurchase authorization from December 31, 2017 to June 30, 2018.

As of December 31, 2017,2023, the Company had repurchased 2,587,7798,070,375 shares of its common stock out of the 2,830,7558,267,771 shares of common stock authorized under the aboveBoard's current share repurchase authorizations. Since its inception,authorization, as amended and extended from time to time. Pursuant to the Company has repurchased 6,826,913current share repurchase authorization, there were 197,396 shares of its common stock.

stock authorized for repurchase as of December 31, 2023. 

Period

 

Total Number of Shares Purchased

  

Average Price Paid per Share

  

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

  

Maximum Number of Shares that May Yet Be Purchased Under the Publicly Announced Plans or Programs

 

October 1, 2023 through October 31, 2023

    $      68,905 

November 1, 2023 through November 30, 2023

  27,801  $8.89   27,801   41,104 

December 1, 2023 through December 31, 2023

  43,708  $9.62   43,708   197,396 
   71,509       71,509     

ITEM 6.

Reserved 

Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet be Purchased under the Plans or Programs
October 1, 2017 through October 31, 2017 17,200
 $16.19
 17,200
 330,676
November 1, 2017 through November 30, 2017 48,100
 15.58
 48,100
 282,576
December 1, 2017 through December 31, 2017 39,600
 16.14
 39,600
 242,976
  104,900
   104,900
  


18
19



Stock Performance Graph
The following line graph shows a comparison of the cumulative returns for the Company, the Russell 2000 Index, the NASDAQ Bank Index, the ABA Community Bank NASDAQ Index and the KBW Regional Banking Index for the period beginning December 31, 2012 and ending December 31, 2017. The information assumes that $100 was invested at the closing price on December 31, 2012 in the Common Stock and each index, and that all dividends were reinvested.
  December 31,
  2012 2013 2014 2015 2016 2017
BankFinancial Corporation 100.00
 123.96
 161.55
 174.49
 207.73
 218.42
Russell 2000 Index 100.00
 138.82
 145.62
 139.19
 168.85
 193.58
NASDAQ Bank Index 100.00
 138.90
 142.85
 152.31
 205.66
 215.19
ABA Community Bank NASDAQ Index 100.00
 139.24
 143.15
 153.81
 209.16
 210.69
KBW Bank Index 100.00
 143.66
 143.95
 132.78
 166.77
 193.88


20



ITEM 6.SELECTED FINANCIAL DATA
The following information is derived from the audited consolidated financial statements of the Company. For additional information, please refer to Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the Consolidated Financial Statements of the Company and related notes included elsewhere in this Annual Report.
 At and For the Years Ended December 31,
 2017 2016 2015 2014 2013
 (Dollars in thousands, except per share data)
Selected Financial Condition Data:         
Total assets$1,625,558
 $1,620,037
 $1,512,443
 $1,465,410
 $1,453,594
Loans, net1,314,651
 1,312,952
 1,232,257
 1,172,356
 1,098,077
Securities, at fair value93,383
 107,212
 114,753
 121,174
 110,907
Core deposit intangible286
 782
 1,305
 1,855
 2,433
Deposits1,340,051
 1,339,390
 1,212,919
 1,211,713
 1,252,708
Borrowings60,768
 51,069
 64,318
 12,921
 3,055
Equity197,634
 204,780
 212,364
 216,121
 175,627
          
Selected Operating Data:         
Interest and dividend income$56,179
 $50,928
 $48,962
 $49,349
 $49,392
Interest expense6,089
 3,970
 2,814
 3,046
 3,653
Net interest income50,090
 46,958
 46,148
 46,303
 45,739
Recovery of loan losses(87) (239) (3,206) (736) (687)
Net interest income after recovery of loan losses50,177
 47,197
 49,354
 47,039
 46,426
Noninterest income6,408
 6,545
 6,691
 6,709
 8,134
Noninterest expense 
40,391
 41,542
 41,945
 44,451
 51,262
Income before income taxes16,194
 12,200
 14,100
 9,297
 3,298
Income tax expense (benefit) (1) (2)
7,190
 4,698
 5,425
 (31,317) 
Net income$9,004
 $7,502
 $8,675
 $40,614
 $3,298
Basic earnings per common share$0.49
 $0.40
 $0.44
 $2.01
 $0.16
Diluted earnings per common share$0.49
 $0.39
 $0.44
 $2.01
 $0.16
(footnotes on following page)


21



 At and For the Years Ended December 31,
 2017 2016 2015 2014 2013
Selected Financial Ratios and Other Data:         
Performance Ratios:         
Return on assets (ratio of net income to average total assets)0.56% 0.49 % 0.60% 2.83 % 0.23 %
Return on equity (ratio of net income (loss) to average equity)4.44
 3.60
 4.03
 22.58
 1.89
Net interest rate spread (3)
3.15
 3.19
 3.36
 3.35
 3.28
Net interest margin (4)
3.28
 3.28
 3.43
 3.40
 3.33
Efficiency ratio (5)
71.49
 77.64
 79.38
 83.85
 95.15
Noninterest expense to average total assets 
2.50
 2.72
 2.90
 3.10
 3.53
Average interest-earning assets to average interest-bearing liabilities131.70
 135.09
 132.32
 123.09
 121.50
Dividends declared per share$0.28
 $0.21
 $0.20
 $0.08
 $0.04
Dividend payout ratio57.23% 55.07 % 47.80% 4.20 % 25.59 %
Asset Quality Ratios:         
Nonperforming assets to total assets (6)
0.29% 0.44 % 0.70% 1.27 % 1.70 %
Nonperforming loans to total loans0.18
 0.25
 0.29
 1.03
 1.66
Allowance for loan losses to nonperforming loans350.04
 246.57
 271.30
 98.17
 76.89
Allowance for loan losses to total loans0.63
 0.62
 0.78
 1.01
 1.27
Net recoveries (charge-offs) to average loans outstanding0.03
 (0.11) 0.08
 (0.13) (0.31)
Capital Ratios:         
Equity to total assets at end of period12.16% 12.64 % 14.04% 14.75 % 12.08 %
Average equity to average assets12.53
 13.62
 14.88
 12.54
 12.05
Tier 1 leverage ratio (Bank only)11.08
 10.27
 11.33
 11.45
 10.16
Other Data:         
Number of full-service offices (7)
19
 19
 19
 19
 20
Employees (full-time equivalents)236
 246
 251
 269
 301
(1)Income tax expense (benefit) for the year ended December 31, 2017 includes a $2.5 million increase to expense related to the Tax Cuts and Job Act of 2017.
(2)Income tax expense (benefit) for the year ended December 31, 2014 includes a full recovery of the deferred tax asset valuation allowance of $35.1 million.
(3)The net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities for the period.
(4)The net interest margin represents net interest income divided by average total interest-earning assets for the period.
(5)The efficiency ratio represents noninterest expense divided by the sum of net interest income and noninterest income.
(6)Nonperforming assets include nonperforming loans and other real estate owned.
(7)The Bank's Hyde Park East branch was closed on January 2, 2014.


22



ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The discussion and analysis that follows focuses on certain factors affecting our consolidated financial condition at December 31, 20172023 and 2016,2022, and our consolidated results of operations for the threetwo years ended December 31, 2017.2023. Our consolidated financial statements, the related notes and the discussion of our critical accounting policies appearing elsewhere in this Annual Report should be read in conjunction with this discussion and analysis.

Overview

The Company's banking subsidiary completed its first full year as a national bank and Federal Reserve System member bank

2023in 2017. The results for 2017 results reflect the successful execution of key business plan objectives, including accelerating our growth in commercial loans, maintaining strong asset quality and improving our overall efficiency.

Review

The Company ended 2023 in good financial and operational condition.  Our asset-liability management strategies enabled us to strengthen liquidity and improve interest income in a highly uncertain environment.  In turn, the improvement in interest income enabled us to improve net interest income despite a significant increase in deposit interest expense due to sharply rising market interest rates.  To ensure appropriate liquidity, reduce risk exposures and maintain asset-liability flexibility in a rising rate environment, we reduced commercial credit originations in our equipment finance and commercial real estate portfolios, which provided liquidity to fund the reduction in total deposits and increases in short-term investments. These actions resulted in strong liquidity and capital ratios as of December 31, 2023.

Financial Results of Operations

We recorded net income of $9.0$9.4 million and basic and diluted earnings per common share of $0.74 for the year ended December 31, 2017,2023.  Interest income increased by $10.9 million (20%) due to our investment of scheduled loan and lease portfolio payments into short-term liquidity investments and higher yields earned within the commercial loan portfolio.  Interest expense increased by $9.8 million (220%) due to higher rates paid on deposit accounts, as certain depositors managed their funds in a 20% increase comparedway that benefitted from increases in short-term market rates. Accordingly, we increased our net interest income before the provision for credit losses by $1.0 million (2%) in 2023. 

Noninterest income decreased by $1.6 million primarily due to a $753,000 reduction in bank-owned life insurance revenues and death benefits and a $602,000 asset valuation reduction related to the previous year's results. Earnings per shareclosure of two branch office facilities. Trust Department income increased by $77,000 due to growth in assets under management during 2023.  Noninterest expense increased by $2.1 million primarily due to a $1.4 million reduction in deferred loan origination compensation expenses from significantly reduced commercial loan originations in 2023, and $891,000 in higher legal services expenses for nonperforming asset recovery.

Cash & Liquid Assets

For the year ended December 31, 2017 were $0.492023, cash and interest-bearing deposits represented 12% of total assets, compared to 4% of total assets in 2022. 

Investment Securities Portfolio

For the year ended 2023, total investment securities declined by $27.6 million (13%) to $182.7 million due to sales and scheduled maturities within the investment securities portfolio during 2023. The unrealized loss on the investment securities portfolio was $3.5 million (2%) at December 31, 2023.  The investment securities portfolio had a basicweighted-average term to maturity of 1.2 years as of December 31, 2023.

Loan Portfolio

For the year ended 2023, total loans decreased by $176.0 million (14%) to $1.051 billion.  Total commercial loans and diluted basis.

In 2017,leases decreased by $159.7 million (29%) to $393.3 million, primarily due to the receipt of $201.1 million in total principal payments within the equipment finance portfolio, combined with a net $6.6 million (7%) decrease in total commercial and industrial loans increased by $53.5 million (54.0%),primarily due to year-end line of credit payments.  Total multi-family residential real estate loans increasedand nonresidential real estate loans decreased by $45.5$11.6 million (8.4%(2%) to $645.5 million due to decreased loan originations and middle-market commercial leases increasedportfolio prepayment rates.  Total other loans decreased by $18.1$4.4 million (21.4%(18%), offset by declines in the balances due to our cessation of residential mortgage loans, commercial real estatelending and continued prepayments of existing residential mortgage loans and investment-grade commercial leases due primarily to prepayment activity. Total commercial-related loan balances reached a new record level of $1.222 billion, and now comprise 92.5% of total loans, compared to 89.6% at the end of 2016.
The Company’s asset quality remained favorable. loans.

Asset Quality

The ratio of nonperforming loans to total loans was 0.18%2.11% and the ratio of non-performingnonperforming assets to total assets was 0.29%1.69% at December 31, 2017. Non-performing commercial-related2023, primarily due to two U.S. Government equipment finance transactions in the total amount of $18.9 million for which the government did not remit $5.6 million in scheduled annual payments during 2023.   The provision for credit losses - loans represented 0.03%decreased by $1.4 million in 2023 primarily due to the decrease in loan portfolio balances during 2023 and the impact of our implementation of the Current Expected Credit Loss accounting standard in 2023. Our allowance for credit losses increased to 0.79% of total commercial-related loans.

Total retail and commercial deposits were stable in 2017. The Company introduced several new deposit account types to attract new customers and expand relationships with existing customers. The Company’s liquid assets exceeded 13% of total assetsloans at December 31, 2017. The Company intends2023, compared to continue0.66% at December 31, 2022.

Deposit Portfolio

Total deposits decreased by $113.3 million (8%) primarily due to develop new products, service delivery channels and marketing capabilitiesthe declines in retail deposit account balances that accumulated during the COVID-19 pandemic.  Core deposits were 82.4% of total deposits, with noninterest-bearing demand deposits representing 20.7% of total deposits.  Consistent with 2022, total commercial deposits represented 21% of total deposits at December 31, 2023.  FDIC-insured deposits were 86% of total deposits at December, 31, 2023, compared to further position it for future loan growth and the expansion82% as of non-interest income.December 31, 2022. 

Capital Adequacy

The Company’s capital position remained strong, with a Tier 1 leverage ratio of 11.49% and a Tier 1 risk-based capital ratio of 16.33%. During 2017,10.54% at December 31, 2023. Throughout 2023, the Company increasedmaintained its quarterly dividend rate by 33% to $0.08at $0.10 per share from $0.06 per share andcommon share. The Company repurchased 719,573266,716 common shares (or 3.7%during 2023 at a total cost of $2.4 million, which represented 2.1% of the common shares that were outstanding on December 31, 2022. The Company’s tangible book value per share increased to $12.45 per share at December 31, 2023, from $11.90 at December 31, 2022.

Goals for 2024

Given our strong liquidity and capital positions at the beginning of 2017).

The actions2024, we expect to accelerate our growth in commercial loan originations and resultsresume our growth in 2017 positionedcommercial equipment finance originations in 2024 consistent with market and macroeconomic conditions.  Given current and anticipated market interest rates, it is possible that we may experience limited growth in our multi-family residential real estate and commercial real estate portfolios; however, should interest rates decline more significantly than expected, we could also experience reductions in these portfolio balances due to higher prepayment rates.

We will continue to focus on growth in commercial deposit account relationships and related noninterest income services, particularly Treasury Services products aligned with our commercial credit originations activities.  We also expect that the Company well for 2018. We look forward to further expansion of our Trust Department capabilities will continue to provide growth in noninterest income, especially as we introduce our capabilities to our expanding portfolio of business customers. 

We will place less reliance on physical locations, and increase our use of proven technology, to improve the breadth, effectiveness and efficiency of customer service delivery, particularly with respect to commercial banking operationsloan and deposit customers. We recognize the importance of carefully managing information security and other risks inherent to information technology. 

We expect further volatility in market interest rates, loan demand and deposit balances resulting from changes in U.S. Government and Federal Reserve Bank policies during 2024.  We believe we are prepared for increases or decreases in interest rates and changes to market liquidity conditions, with an emphasis on maintaining and expanding our interest income in the Chicago metropolitan marketmost likely interest rate scenarios. We will maintain our focus on operating expense efficiency and inasset quality to the maximum extent feasible given the expected economic environment and our other selected markets. business plan priorities. 

We believe that the combinationcumulative impact of our business plan activities will achieve selective growth within our loan and deposit portfolios and in our results of operations commensurate with our long-term objectives for the Company.

SELECTED FINANCIAL DATA

The following information is derived from the audited consolidated financial statements of the Company’s current business strategies,Company. For additional information, please refer to the careful executionConsolidated Financial Statements of the business planCompany and the favorable impactrelated notes included in Item 8 of changes in federal tax policy can be expected to produce further improvements to net income in 2018 compared to 2017.this Annual Report.

  

At and For the Years Ended December 31,

 
  

2023

  

2022

  

2021

 
  

(Dollars in thousands)

 

Selected Financial Condition Data:

            

Total assets

 $1,487,384  $1,575,442  $1,700,682 

Loans, net

  1,050,761   1,226,743   1,044,207 

Securities, at fair value

  182,716   210,338   85,694 

Deposits

  1,261,623   1,374,934   1,488,431 

Borrowings

  25,000      5,000 

Subordinated notes, net of unamortized issuance costs

  19,678   19,634   19,590 

Equity

  155,383   151,671   157,466 
             

Selected Operating Data:

            

Interest income

 $66,155  $55,296  $46,566 

Interest expense

  14,326   4,481   2,794 

Net interest income

  51,829   50,815   43,772 

Provision for (recovery of) credit losses

  313   1,828   (1,240)

Net interest income after provision for (recovery of) credit losses

  51,516   48,987   45,012 

Noninterest income

  4,417   5,976   5,689 

Noninterest expense

  43,181   41,128   40,943 

Income before income taxes

  12,752   13,835   9,758 

Income tax expense (1)

  3,359   3,341   2,348 

Net income

 $9,393  $10,494  $7,410 

Basic and diluted earnings per common share

 $0.74  $0.80  $0.53 

  

At and For the Years Ended December 31,

 
  

2023

  

2022

  

2021

 

Selected Financial Ratios and Other Data:

            

Performance Ratios:

            

Return on assets (ratio of net income to average total assets)

  0.62%  0.64%  0.45%

Return on equity (ratio of net income to average equity)

  6.12   6.78   4.47 

Net interest rate spread (2)

  3.20   3.12   2.70 

Net interest margin (3)

  3.56   3.23   2.78 

Efficiency ratio (4)

  76.77   72.42   82.78 

Noninterest expense to average total assets

  2.84   2.51   2.49 

Average interest-earning assets to average interest-bearing liabilities

  136.43   138.05   139.96 

Dividends declared per share

 $0.40  $0.40  $0.40 

Dividend payout ratio

  53.83%  49.85%  75.83%

Asset Quality Ratios:

            

Nonperforming assets to total assets (5)

  1.69%  0.13%  0.09%

Nonperforming loans to total loans

  2.11   0.13   0.07 

Allowance for credit losses to nonperforming loans

  37.36   494.16   895.33 

Allowance for credit losses to total loans

  0.79   0.66   0.64 

Net (charge-offs) recoveries to average loans outstanding

  (0.18)  (0.04)  0.02 

Capital Ratios:

            

Equity to total assets at end of period

  10.45%  9.63%  9.26%

Average equity to average assets

  10.09   9.44   10.11 

Tier 1 leverage ratio (Bank only)

  10.85   10.31   9.91 

Other Data:

            

Number of full-service offices

  18   20   19 

Employees (full-time equivalents)

  205   203   221 


(1)Income tax expense for the year ended December 31, 2021 includes a $200,000 valuation reserve recovery related to the Company's Illinois NOL carryforward. 

(2)

The net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities for the period.

(3)

The net interest margin represents net interest income divided by average total interest-earning assets for the period.

(4)

The efficiency ratio represents noninterest expense divided by the sum of net interest income and noninterest income.

(5)

Nonperforming assets include nonperforming loans and foreclosed assets.

21

Results of Operation

Operations

Net Income

Comparison of Year 2017 to 2016.

We recorded net income of $9.0$9.4 million for the year ended December 31, 2017,2023, compared to net income of $7.5$10.5 million for 2016.the year ended December 31, 2022. The increasedecrease in net income was primarily due to a combination of an increase in net interestdecreased noninterest income and a reducedincreased noninterest expense. Our basic and diluted earnings per share of common stock was $0.49were $0.74 for the year ended December 31, 2017,2023, compared to $0.40$0.80 per share of common stock for the year ended December 31, 2016.

Comparison of Year 2016 to 2015. We recorded net income of $7.5 million for the year ended December 31, 2016, compared to net income of $8.7 million for 2015. The decrease in net income was primarily due to the fact that we had net charge-offs of $1.3 million for the year ended December 31, 2016 and there were $907,000 of recoveries for the year ended December 31, 2015. The net charge-offs for 2016 included a $1.6 million charge-off resulting from the sale of three performing loans to a single borrower with a carrying value of $16.2 million. Our basic earnings per share of common stock was $0.40 for the year ended December 31, 2016, compared to $0.44 per share of common stock for the year ended December 31, 2015.
2022.

Net Interest Income

Net interest income is our primary source of revenue. Net interest income equals the excess of interest income (including discount accretion on purchased impaired loans) plus fees earned on interest earninginterest-earning assets over interest expense incurred on interest-bearing liabilities. The level of interest rates and the volume and mix of interest-earning assets and interest-bearing liabilities impact net



23



interest income. Interest rate spread and net interest margin are utilized to measure and explain changes in net interest income. Interest rate spread is the difference between the yield on interest-earning assets and the rate paid for interest-bearing liabilities that fund those assets. The net interest margin is expressed as the percentage of net interest income to average interest-earning assets. The net interest margin exceeds the interest rate spread because noninterest-bearing sources of funds, principally noninterest-bearing demand deposits and stockholders' equity, also support interest-earning assets.

The accounting policies underlying the recognition of interest income on loans, securities, and other interest-earning assets are included in Note 1 of “Notes to Consolidated Financial Statements” in Item 8 of this Annual Report on Form 10-K.



24



Average Balance Sheets

The following table sets forth average balance sheets, average yields and costs, and certain other information. No tax-equivalent yield adjustments were made, as the effect of these adjustments would not be material. Average balances are daily average balances. Nonaccrual loans are included in the computation of average balances, but have been reflected in the table as loans carrying a zero yield. The yields set forth below include the effect of deferred fees and expenses, and discounts and premiums purchase accounting adjustments that are amortized or accreted to interest income or expense.

 Years Ended December 31,
 2017 2016 2015
 
Average
Outstanding
Balance
 Interest Yield/Rate 
Average
Outstanding
Balance
 Interest Yield/Rate 
Average
Outstanding
Balance
 Interest Yield/Rate
 (Dollars in thousands)
Interest-earning Assets:                 
Loans$1,323,376
 $53,227
 4.02% $1,231,948
 $49,025
 3.98% $1,163,658
 $47,488
 4.08%
Securities106,534
 1,474
 1.38
 108,467
 1,228
 1.13
 109,834
 1,141
 1.04
Stock in FHLB and FRB8,494
 409
 4.82
 6,730
 89
 1.32
 6,257
 31
 0.50
Other88,548
 1,069
 1.21
 83,901
 586
 0.70
 64,434
 302
 0.47
Total interest-earning assets1,526,952
 56,179
 3.68
 1,431,046
 50,928
 3.56
 1,344,183
 48,962
 3.64
Noninterest-earning assets90,464
     96,973
     101,217
    
Total assets$1,617,416
     $1,528,019
     $1,445,400
    
Interest-bearing Liabilities:                 
Savings deposits$160,266
 186
 0.12
 $158,312
 171
 0.11
 $155,686
 164
 0.11
Money market accounts304,868
 1,204
 0.39
 318,248
 989
 0.31
 336,179
 1,054
 0.31
NOW accounts274,585
 537
 0.20
 253,810
 376
 0.15
 289,357
 360
 0.12
Certificates of deposit364,792
 3,511
 0.96
 304,194
 2,329
 0.77
 225,990
 1,216
 0.54
Total deposits1,104,511
 5,438
 0.49
 1,034,564
 3,865
 0.37
 1,007,212
 2,794
 0.28
Borrowings54,899
 651
 1.19
 24,764
 105
 0.42
 8,674
 20
 0.23
Total interest-bearing liabilities1,159,410
 6,089
 0.53
 1,059,328
 3,970
 0.37
 1,015,886
 2,814
 0.28
Noninterest-bearing deposits233,200
     239,361
     192,528
    
Noninterest-bearing liabilities22,127
     21,142
     21,882
    
Total liabilities1,414,737
     1,319,831
     1,230,296
    
Equity202,679
     208,188
     215,104
    
Total liabilities and equity$1,617,416
     $1,528,019
     $1,445,400
    
Net interest income  $50,090
     $46,958
     $46,148
  
Net interest rate spread (1)
    3.15%     3.19%     3.36%
Net interest-earning assets (2)
$367,542
     $371,718
     $328,297
    
Net interest margin (3)
    3.28%     3.28%     3.43%
Ratio of interest-earning assets to interest-bearing liabilities131.70%     135.09%     132.32%    
_________________
expense; however, the Company believes that the effect of these inclusions is not material.

  

Years Ended December 31,

 
  

2023

  

2022

 
  

Average Outstanding Balance

  

Interest

  

Yield/Rate

  

Average Outstanding Balance

  

Interest

  

Yield/Rate

 
  

(Dollars in thousands)

 

Interest-earning Assets:

                        

Loans

 $1,165,002  $56,699   4.87% $1,113,464  $48,562   4.36%

Securities

  182,632   3,707   2.03   165,453   2,658   1.61 

Stock in FHLB and FRB

  7,490   422   5.63   7,490   349   4.66 

Other

  100,501   5,327   5.30   288,427   3,727   1.29 

Total interest-earning assets

  1,455,625   66,155   4.54   1,574,834   55,296   3.51 

Noninterest-earning assets

  65,160           63,391         

Total assets

 $1,520,785          $1,638,225         

Interest-bearing Liabilities:

                        

Savings deposits

 $189,835   338   0.18  $206,009   215   0.10 

Money market accounts

  281,918   4,661   1.65   323,312   1,323   0.41 

NOW accounts

  345,491   2,413   0.70   395,599   1,232   0.31 

Certificates of deposit

  207,574   5,140   2.48   194,458   917   0.47 

Total deposits

  1,024,818   12,552   1.22   1,119,378   3,687   0.33 

Borrowings and Subordinated Notes

  42,105   1,774   4.21   21,365   794   3.72 

Total interest-bearing liabilities

  1,066,923   14,326   1.34   1,140,743   4,481   0.39 

Noninterest-bearing deposits

  272,682           315,835         

Noninterest-bearing liabilities

  27,709           26,957         

Total liabilities

  1,367,314           1,483,535         

Equity

  153,471           154,690         

Total liabilities and equity

 $1,520,785          $1,638,225         

Net interest income

     $51,829          $50,815     

Net interest rate spread (1)

          3.20%          3.12%

Net interest-earning assets (2)

 $388,702          $434,091         

Net interest margin (3)

          3.56%          3.23%

Ratio of interest-earning assets to interest-bearing liabilities

  136.43%          138.05%        


(1)

(1)

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

(2)

(2)

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

(3)

(3)

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



22
25



Comparison of Year 2017 to 2016.

Net interest income increased by $3.1$1.0 million,, or 6.7%2.0%, to $50.1$51.8 millionfor the year endedDecember 31, 2017, from $47.0 million for the year ended December 31, 2016.2023, from $50.8 million for the year ended December 31, 2022. The increase in net interest income was due in substantial part to the increase in the weighted average yield on interest-earning assets and increases in the average balance of loans and securities. Our net interest rate spread decreased fourincreased eight basis points to 3.15%3.20% for the year endedDecember 31, 2017,2023, from 3.19%3.12% for 2016.2022. Our net interest margin remained constant at 3.28%increased 33 basis points to 3.56% for the yearsyear ended December 31, 2017 and 2016.2023, from 3.23% for 2022. The decrease inyield on interest-earning assets increased 103 basis points, or 29.3%, to 4.54% for the net interest rate spread resultedyear ended December 31, 2023, from increased average balances3.51% for 2022. The cost of interest-bearing liabilities at higher costs, partially offset by increased average balances of interest-earning asset at increased average yields. Our95 basis points to 1.34% for the year ended December 31, 2023, from 0.39% for 2022. Total average interest-earning assets increased $95.9decreased $119.2 million to $1.527$1.456 billion for the year ended December 31, 2017,2023, from $1.431$1.575 billion for 2016.2022. Our average interest-bearing liabilities increased $100.1decreased $73.8 million to $1.159 billionfor the year endedDecember 31, 2017, from $1.059 billion for 2016.

Comparison of Year 2016 to 2015. Net interest income increased by $810,000, or 1.8%, to $47.0 million for the year ended December 31, 2016, from $46.1 million for the year ended December 31, 2015. Our net interest rate spread decreased 17 basis points to 3.19% for the year ended December 31, 2016, from 3.36% for 2015. Our net interest margin decreased by 15 basis points to 3.28% for the year ended December 31, 2016, from 3.43% for 2015. The decreases in the net interest rate spread and net interest margin resulted from increased interest-earning asset average balances at lower average yields and increased interest-bearing liabilities average balances at higher costs. Our average interest-earning assets increased $86.9 million to $1.431$1.067 billion for the year ended December 31, 2016,2023, from $1.344$1.141 billion for the year ended 2015. Our average interest-bearing liabilities increased $43.4 million to $1.059 billion for the year ended December 31, 2016, from $1.016 billion for 2015.
2022.

Rate/Volume Analysis

The following table presents the dollar amount of changes in interest income and interest expense for the major categories of our interest-earning assets and interest-bearing liabilities. Information is provided for each category of interest-earning assets and interest-bearing liabilities with respect to changes attributable to changes in volume (i.e., changes in average balances multiplied by the prior-period average rate), and changes attributable to rate (i.e., changes in average rate multiplied by prior-period average balances). For purposes of this table, changes attributable to both rate and volume that cannot be segregated have been allocated proportionately to the change due to volume and the change due to rate.

 Years Ended December 31,
 2017 vs. 2016 2016 vs. 2015
 Increase (Decrease) Due to   Increase (Decrease) Due to  
 Volume Rate 
Total
Increase
(Decrease)
 Volume Rate 
Total
Increase
(Decrease)
 (Dollars in thousands)
Interest-earning assets:           
Loans$3,701
 $501
 $4,202
 $2,726
 $(1,189) $1,537
Securities(22) 268
 246
 (14) 101
 87
Stock in FHLB and FRB29
 291
 320
 3
 55
 58
Other34
 449
 483
 108
 176
 284
Total interest-earning assets3,742
 1,509
 5,251
 2,823
 (857) 1,966
Interest-bearing liabilities:           
Savings deposits2
 13
 15
 7
 
 7
Money market accounts(41) 256
 215
 (65) 
 (65)
NOW accounts32
 129
 161
 (52) 68
 16
Certificates of deposit528
 654
 1,182
 499
 614
 1,113
Borrowings218
 328
 546
 59
 26
 85
Total interest-bearing liabilities739
 1,380
 2,119
 448
 708
 1,156
Change in net interest income$3,003
 $129
 $3,132
 $2,375
 $(1,565) $810


26



  The Company had no out-of-period items or adjustments to be excluded from the table below. 

  

Years Ended December 31,

 
  

2023 vs. 2022

 
  

Increase (Decrease) Due to

     
  

Volume

  

Rate

  

Total Increase

 
  

(Dollars in thousands)

 

Interest-earning assets:

            

Loans

 $2,307  $5,830  $8,137 

Securities

  299   750   1,049 

Stock in FHLB and FRB

     73   73 

Other

  (3,731)  5,331   1,600 

Total interest-earning assets

  (1,125)  11,984   10,859 

Interest-bearing liabilities:

            

Savings deposits

  (18)  141   123 

Money market accounts

  (190)  3,528   3,338 

NOW accounts

  (174)  1,355   1,181 

Certificates of deposit

  66   4,157   4,223 

Borrowings and Subordinated notes

  863   117   980 

Total interest-bearing liabilities

  547   9,298   9,845 

Change in net interest income

 $(1,672) $2,686  $1,014 

Allowance and Provision for LoanCredit Losses

We establish provisions

The Allowance for loanCredit Losses (“ACL”) is a significant estimate in our audited consolidated financial statements, affecting both earnings and capital. The methodology adopted influences, and is influenced by, the Bank’s overall credit risk management processes. The ACL is recorded in accordance with US GAAP to provide an adequate reserve for expected credit losses which arethat is reflective of management’s best estimate of what is expected to be collected. All estimates of credit losses should be based on careful consideration of all significant factors affecting the collectability as of the evaluation date. The ACL is established through the provision for credit loss expense charged to operations in order to maintain the allowanceincome.


The provision
for loan losses at a level we consider necessary to absorb probable incurred credit losses in the loan portfolio. In determining the level of the allowance for loan losses, we consider past and current loss experience, evaluations of real estate collateral, current economic conditions, volume and type of lending, adverse situations that may affect a borrower’s ability to repay a loan and the levels of nonperforming and other classified loans. The amount of the allowance is based on estimates and the ultimate losses may vary from such estimates as more information becomes available or events change. We assess the allowance for loan losses on a quarterly basis and make provisions for loan losses in order to maintain the allowance.

We recorded recoveries of loan losses of $87,000, $239,000 and $3.2 million, respectively, for the years ended December 31, 2017, 2016 and 2015. The provision or recovery for loan losses is a function of the allowance for loan loss methodology we use to determine the appropriate level of the allowance for inherent loan losses after net charge-offs have been deducted. The portion of the allowance for loan losses attributable to loans collectively evaluated for impairment increased $265,000, or 3.3%, to $8.4 million at December 31, 2017, from $8.1 million at December 31, 2016. This increase occurred primarily because the growth in our loan portfolio focused on loan types with higher risk factors, primarily commercial-related loans. Net recoveries were $326,000 and $907,000 for the years ended December 31, 2017 and December 31, 2015, respectively, and there were $1.3 million of net charge-offs for the year ended December 31, 2016. Charge-off activity2023 was $395,000, compared to the provision for loan losses of $1.8 million for the year ended December 31, 2016 included a $1.62022. The provision for credit losses – loans varies based on, among other things, forecasted unemployment rates, loan growth, net charge-offs, collateral values associated with collateral dependent loans and qualitative factors.

There were no reserves established for loans individually evaluated at December 31, 2023 or 2022. Net charge-offs were $2.1 million charge-off resulting fromfor the saleyear ended December 31, 2023, compared to net charge-offs of three performing loans to a single borrower with a carrying value of $16.2 million.$414,000 for the year ended December 31, 2022.  For further analysis and information on how we determine the appropriate level for the allowance for loancredit losses and analysis of credit quality, see “Critical Accounting Policies,” “Risk Classification of Loans” and “Allowance for LoanCredit Losses.”

Noninterest Income

 Years Ended December 31, Change
 2017 2016 2015 2017 vs. 2016 2016 vs. 2015
 (Dollars in thousands)
Deposit service charges and fees$2,250
 $2,254
 $2,248
 $(4) $6
Other fee income2,029
 2,052
 2,143
 (23) (91)
Insurance commissions and annuities income251
 302
 386
 (51) (84)
Gain on sale of loans, net76
 75
 102
 1
 (27)
Gain on sale of securities
 46
 
 (46) 46
Gain (loss) on sale of other assets
 38
 (1) (38) 39
Loan servicing fees248
 276
 354
 (28) (78)
Amortization of servicing assets(109) (128) (137) 19
 9
Recovery (impairment) of servicing assets
 16
 (3) (16) 19
Earnings on bank owned life insurance265
 207
 194
 58
 13
Trust income720
 674
 712
 46
 (38)
Other678
 733
 693
 (55) 40
Total noninterest income$6,408
 $6,545
 $6,691
 $(137) $(146)
Comparison of Year 2017 to 2016.

  

Years Ended December 31,

     
  

2023

  

2022

  

Change

 
  

(Dollars in thousands)

 

Deposit service charges and fees

 $3,318  $3,271  $47 

Loan servicing fees

  532   590   (58)

Trust and insurance commissions and annuities income

  1,280   1,153   127 

Losses on sales of securities

  (454)     (454)

Gain on sale of premises and equipment

  9      9 

Valuation adjustment on bank premises held-for-sale

  (602)     (602)

Loss on bank-owned life insurance

  (346)  (39)  (307)

Bank-owned life insurance death benefit

     446   (446)

Other

  680   555   125 

Total noninterest income

 $4,417  $5,976  $(1,559)

Our noninterest income decreased by $137,000,$1.6 million, or 2.1%26.1%, to $6.4 million for the years ended December 31, 2017, from $6.5 million in 2016. Deposit service charges and fees decreased $4,000, or 0.2%, to $2.3$4.4 million for the year ended December 31, 2017,2023, from $2.3$6.0 million in 2022.  Loan servicing fees decreased $58,000, or 9.8%, to $532,000 for the year ended December 31, 2023, from $590,000 in 2022, due to lower loan commitment and other fees collected in 2023. We recorded $454,000 of losses on sales of securities for the  year ended December 31, 2023 and also recorded valuation adjustments of $602,000 for the year ended December 31, 2023, upon the transfer of two of our retail branches to premises held-for sale and when we recorded additional valuation adjustments on our Hazel Crest office based on the purchase price specified in the pending sale agreement for the facility. During the second quarter of 2022, the Bank recorded noninterest income from a death benefit on a bank-owned life insurance policy in the amount of $446,000 as a result of the death of a former Bank officer.

Noninterest Expense

  

Years Ended December 31,

     
  

2023

  

2022

  

Change

 
  

(Dollars in thousands)

 

Compensation and benefits

 $22,232  $21,576  $656 

Office occupancy and equipment

  8,052   7,981   71 

Advertising and public relations

  762   690   72 

Information technology

  3,732   3,566   166 

Professional fees

  1,330   1,292   38 

Supplies, telephone and postage

  1,254   1,393   (139)

FDIC insurance premiums

  865   467   398 

Other

  4,954   4,163   791 

Total noninterest expense

 $43,181  $41,128  $2,053 

Noninterest expense increased by $2.1 million, or 5.0%, to $43.2 million for the year ended December 31, 2016, primarily due to decreased NSF and uncollected funds fees2023, from deposit accounts. Insurance commissions and annuities income declined by $51,000 due to lower sales of annuity products and property and casualty insurance, related in part to the consolidation of our Wealth Management Department with our Trust Department. Earnings on bank-owned life insurance increased by $58,000, or 28.0% to $265,000 for the year ended December 31, 2017, from $207,000 for the year ended December 31, 2016 due to higher market yields on invested assets. Trust income increased by $46,000, or 6.8%, to $720,000 for the year ended December 31, 2017 from $674,000 for the year ended December 31, 2016 due to higher net assets under management. Other fee income decreased $23,000, or 1.1%, to $2.0$41.1 million for the year ended December 31, 2017, from $2.12022.  Compensation and benefits expense increased $656,000, or 3.0%, to $22.2 million for the year ended December 31, 2016.

Comparison of Year 20162023, compared to 2015. Our noninterest income decreased$21.6 million in 2022, primarily due to a $1.4 million reduction in deferred loan origination compensation expenses from significantly reduced commercial loan originations in 2023, partially offset by $146,000,a $752,000 decrease in compensation.  FDIC insurance premiums increased $398,000 for the year ended December 31, 2023 due to higher uniform premium insurance rates assessed on all insured depository institutions. Other expense increased $791,000, or 2.2%19.0%, to $6.5$5.0 million for the year ended December 31, 2016, from $6.7 million in 2015. Deposit service charges and fees increased $6,000, or 0.3%,2023, compared to $2.3$4.2 million for the year ended December 31, 2016, from $2.2 million for the year ended December 31, 2015,2022, primarily due to increased fees from


27



deposit accounts. Other fee income decreased $91,000, or 4.2%, to $2.1 million$891,000 in higher legal services expenses for the year ended December 31, 2016, from $2.1 million for the year ended December 31, 2015. The decrease in other fee income reflects decreased ATM and visa debit card charges and other loan fees in 2016 compared to 2015. Bank-owned life insurance produced earnings of $207,000 for 2016, an increase of $13,000, or 6.7%, compared to $194,000 for 2015.
Noninterest Expense
 Years Ended December 31, Change
 2017 2016 2015 2017 vs. 2016 2016 vs. 2015
 (Dollars in thousands)
Compensation and benefits$21,767
 $22,755
 $22,222
 $(988) $533
Office occupancy and equipment6,623
 6,380
 6,522
 243
 (142)
Advertising and public relations1,004
 870
 991
 134
 (121)
Information technology2,743
 2,892
 2,669
 (149) 223
Supplies, telephone and postage1,366
 1,364
 1,586
 2
 (222)
Amortization of intangibles496
 523
 550
 (27) (27)
Nonperforming asset management340
 399
 681
 (59) (282)
Loss (gain) on sale other real estate owned45
 (128) (58) 173
 (70)
Valuation adjustments of other real estate owned333
 314
 548
 19
 (234)
Operations of other real estate owned545
 660
 573
 (115) 87
FDIC insurance premiums587
 755
 904
 (168) (149)
Other4,542
 4,758
 4,757
 (216) 1
Total noninterest expense$40,391
 $41,542
 $41,945
 $(1,151) $(403)
Comparison of Year 2017 to 2016. nonperforming asset recovery.

Income Taxes

For the year ended December 31, 2017, noninterest expense decreased by $1.2 million, or 2.8%, to $40.4 million, from $41.5 million for the year ended December 31, 2016. Compensation and benefits expense decreased $988,000, or 4.3%, to $21.8 million for the year ended December 31, 2017, from $22.8 million in 2016. The decrease was due in substantial part to stock-based compensation expense of $982,000 for the year ended December 31, 2016, and none in 2017. Office occupancy expense increased by $243,000 due to increased real estate taxes and maintenance expenses on our office facilities. Advertising and marketing expense increased by $ 134,000 due to the creation of new marketing materials for new deposit products and expanded marketing for new loan and deposit customers. Information technology declined by $149,000 due to reduced costs from renewed or terminated vendor contracts, partially offset by increased expenses for cyber-and information-security related enhancements. FDIC insurance expense decreased by $168,000 due to a lower assessment rate on deposits. Noninterest expense for 2017 included $1.3 million of nonperforming asset management and OREO expenses, compared to $1.2 million for 2016. Nonperforming asset management expenses decreased $59,000, or 14.8%, to $340,000for the year endedDecember 31, 2017, compared to $399,000 in 2016. The decrease was primarily due to a decline in nonperforming assets and a corresponding decline in expenses relating to resolutions and accelerated dispositions of nonperforming assets. The most significant decreases in nonperforming asset management expense related to maintenance and repairs and real estate taxes, which totaled $395,000 for the year ended December 31, 2017, compared to $579,000 for 2016. OREO expenses for the year endedDecember 31, 2017 totaled $923,000, compared to $846,000 in 2016. 2017 activity included a $333,000 valuation adjustment to OREO properties, compared to a $314,000 valuation adjustment in 2016. Other noninterest expense decreased $216,000, or 4.5%, to $4.5 million for the year ended December 31, 2017, from $4.8 million for the year ended December 31, 2016, primarily due to a provision of $174,000 for mortgage representation and warranty reserve for mortgage loans sold recorded in 2016.

Comparison of Year 2016 to 2015. For the year ended December 31, 2016, noninterest expense decreased by $403,000, or 1.0%, to $41.5 million, from $41.9 million for the year ended December 31, 2015. Compensation and benefits expense increased $533,000, or 2.4%, to $22.8 million for the year ended December 31, 2016, from $22.2 million in 2015. The increase was due in substantial part to stock-based compensation expense of $982,000 for the year ended December 31, 2016, compared to $638,000 in 2015. The stock-based compensation was partially offset by a decrease in compensation costs due in part to the reduction in full time equivalent employees to 246 at December 31, 2016, from 251 at December 31, 2015. Noninterest expense for 2016 included $1.2 million of nonperforming asset management and OREO expenses, compared to $1.7 million for 2015. Nonperforming asset management expenses decreased $282,000, or 41.4%, to $399,000 for the year ended December 31, 2016, compared to $681,000 in 2015. The decrease was primarily due to a decline in nonperforming assets and a corresponding decline in expenses relating to resolutions and accelerated dispositions of nonperforming assets. The most significant decrease in nonperforming asset


28



management expense related to real estate taxes, which totaled $198,000 for the year ended December 31, 2016, compared to $247,000 for 2015. OREO expenses for the year ended December 31, 2016 totaled $846,000, and included a $314,000 valuation adjustment to OREO properties, compared to a $548,000 valuation adjustment in 2015. Noninterest expense for the year ended December 31, 2016 included a provision of $174,000 for mortgage representation and warranty reserve for mortgage loans sold, compared to a $80,000 provision for 2015.
Income Taxes
Comparison of Year 2017 to 2016. For the year ended December 31, 20172023, we recorded income tax expense of $7.2$3.4 million, compared to $4.7$3.3 million recorded in 2016. The income tax expense for 2017 included a $2.5 million expense related to the Tax Cuts and Job Act of 2017 and $879,000 benefit due to an increase in the deferred tax asset related to our Illinois net operating loss carryforward.2022. The effective tax rate for the year ended December 31, 20172023 was 44.77%.
Comparison of Year 2016 to 2015. For the year ended December 31, 2016 we recorded income tax expense of $4.7 million,26.34%, compared to $5.4 million recorded in 2015. The effective tax rate24.15% for the year ended December 31, 2016 was 38.51%.
2022.  

Comparison of Financial Condition at December 31, 20172023 and December 31, 2016

2022

Total assets increased $5.5decreased $88.1 million,, or 0.3%5.6%, to $1.626$1.487 billion at December 31, 2017,2023, from $1.620$1.575 billion at December 31, 2016.2022. The increasedecrease in total assets was primarily due to increasesdecreases in securities and loans receivable, partially offset by an increase in cash and cash equivalents andequivalents.  Securities decreased $27.6 million to $182.7 million at December 31, 2023, due to the sale of $43.1 million of U.S. Treasury Notes, while loans receivable which were partially offset by a decrease in securities. Net loans increased $1.7decreased $176.0 million, or 0.1%, to $1.315$1.051 billion at December 31, 2017,2023, from $1.313$1.227 billion at December 31, 2016. Net securities decreased by $13.82022.  Cash and cash equivalents increased $111.7 million or 12.9%, to $93.4$178.5 million at December 31, 2017,2023, from $107.2$66.8 million at December 31, 2016.

2022.

Our loan portfolio consists primarily of multi-familyinvestment and business loans (multi-family residential real estate, nonresidential real estate, construction and land loans, commercial loans and commercial leases,leases), which together totaled 92.5%98.1% of gross loans at December 31, 2017. Net loans receivable increased $1.7 million, or 0.1%, to $1.315 billion at2023. During the year ended December 31, 2017. Commercial loans increased $53.5 million, or 54.0%;2023, multi-family mortgage loans increased by $45.5 million, or 8.4%; and construction and land loans increased by $56,000, or 4.3%. Commercial leases decreased by $46.4 million, or 13.0%; nonresidentialresidential real estate loans decreased $12.2by $9.9 million, or 6.7%1.8%; commercial loans and leases decreased by $159.7 million, or 28.9%; and one-to-four family residential mortgage loans decreased by $37.4$4.2 million, or 27.7%18.1%.

The decrease in multi-family residential real estate loans was due to $46.4 million of payments and payoffs, partially offset by originations of $35.9 million. The decrease in commercial loans and leases was primarily due to decreases in corporate, government, and middle market leases of $45.4 million, $79.3 million and $25.7 million, respectively, due to net payments, payoffs and planned reductions in equipment finance originations.

Our allowance for loancredit losses increased by $239,000, or 2.9%$216,000, 2.7%, to $8.4$8.3 million at December 31, 2017,2023, from $8.1 million at December 31, 2016.2022. The increase reflectedwas primarily due to the combined impactadoption of an $87,000 recoveryASC 326 – Measurement of Credit Losses on Financial Instruments and the provision for loancredit losses and $326,000- loans of $395,000 recorded for the year ended December 31, 2023, offset by $2.1 million of net recoveriescharge-offs recorded for the year ended December 31, 2023.

24

Total liabilities decreased $13.8$91.8 million,, or 12.9%6.4%, to $93.4 million at December 31, 2017, from $107.2 million at December 31, 2016, due primarily to proceeds from maturities of $75.5 million and repayments of $3.4 million on residential mortgage-backed securities and collateralized mortgage obligations. These repayments were partially offset by investments in FDIC-insured certificates of deposit issued by other insured depository institutions of $65.1 million.

Total liabilities increased $12.7 million, or 0.9%, to $1.428$1.332 billion at December 31, 2017,2023, from $1.415$1.424 billion at December 31, 2016,2022, primarily due to increasesdecreases in FHLB advances.total deposits. Total deposits increased $661,000,decreased $113.3 million, or 8.2%, to $1.340$1.262 billion at December 31, 2017,2023, from $1.339$1.375 billion at December 31, 2016.2022, primarily due to declines in retail deposit account balances accumulated during the COVID-19 pandemic.   Core deposits were 82.4% of total deposits, with noninterest-bearing demand deposits representing 20.7% of total deposits.  Interest-bearing NOW accounts decreased $93.9 million, or 23.4%, to $306.5 million at December 31, 2023, from $400.4 million at December 31, 2022.  Money market accounts decreased $5.8 million, or 1.9%, to $297.1 million at December 31, 2023, from $302.9 million at December 31, 2022. Noninterest-bearing demand deposits decreased $19.8 million, or 7.0%, to $260.9 million at December 31, 2023, from $280.6 million at December 31, 2022.  Certificates of deposit increased $4.3$35.9 million, or 1.2%19.2%, to $356.0$222.4 million at December 31, 2017,2023, from $351.6$186.5 million at December 31, 2016 due to an increase in retail products. Interest-bearing NOW accounts increased $22.6 million, or 8.5%, to $289.7 million at December 31, 2017, from $267.1 million at December 31, 2016. Savings accounts increased $499,000, or 0.3%, to $160.5 million at December 31, 2017, from $160.0 million at December 31, 2016. Noninterest-bearing demand2022, as customers sought deposit products with higher interest rates. FDIC-insured deposits decreased $15.2 million, or 6.1%, to $234.4 million at December 31, 2017, from $249.5 million at December 31, 2016. Money market accounts decreased $11.6 million, or 3.7% to $299.6 million at December 31, 2017, from $311.2 million at December 31, 2016. Core deposits (which consist of savings, money market, noninterest-bearing demand and NOW accounts) were 73.4% and 73.7%86% of total deposits at December, 31, 2017 and 2016, respectively.
2023, compared to 82% as of December 31, 2022. 

Total stockholders’ equity was $197.6$155.4 million at December 31, 2017,2023, compared to $204.8$151.7 million at December 31, 2016.2022. The decreaseincrease in total stockholders’ equity was primarily due to net income of $9.4 million for the combined impactyear ended December 31, 2023 and a $3.5 million decrease, net of tax, of accumulated other comprehensive loss on our securities portfolio, partially offset by our repurchase of 719,573266,716 shares of our common stock during the year ended December 31, 2023 at a total cost of $10.8$2.4 million, and our declaration and payment of cash dividends totaling $5.2$5.1 million during the year ended December 31, 2017. These items were partially offset by net income of $9.0 million that we recorded for the year ended December 31, 2017same period, and the $1.1one-time recording of a cumulative effect of change in accounting principle with the adoption of ASC 326 of $1.7 million impact of the ESOP loan repayment that was made on March 29, 2017.



29



January 1, 2023.

Securities

Our investment policy is established by our Board of Directors. The policy emphasizes safety of the investment, liquidity requirements, potential returns, cash flow targets, and consistency with our interest rate risk management strategy.

At December 31, 2017,2023, our mortgage-backed securities and collateralized mortgage obligations (“CMOs”) reflected in the following table were issued by U.S. government-sponsored enterprises and agencies, Freddie Mac, Fannie Mae and Ginnie Mae, and are obligations which the federal government has affirmed its commitment to support. All securities reflected in the table were classified as available-for-sale at December 31, 2017, 20162023 and 2015.

2022.

The following table sets forth the composition, amortized cost and fair value of our securities.

  

At December 31,

 
  

2023

  

2022

 
  

Amortized Cost

  

Fair Value

  

Amortized Cost

  

Fair Value

 
  

(In thousands)

 

Available-for-sale securities:

                

Securities:

                

Certificates of deposits

 $29,513  $29,513  $2,233  $2,233 

Municipal securities

  930   934   240   225 

U.S. Treasury Notes

  115,920   112,508   170,906   163,103 

U.S. government-sponsored agencies

  35,446   35,391   40,000   39,699 
                 

Mortgage-backed securities:

                

Mortgage-backed securities - residential

  3,431   3,367   3,997   3,881 

Collateralized mortgage obligations - residential

  1,023   1,003   1,223   1,197 
                 
  $186,263  $182,716  $218,599  $210,338 

 At December 31,
 2017 2016 2015
 
Amortized
Cost
 Fair Value 
Amortized
Cost
 Fair Value 
Amortized
Cost
 Fair Value
 (Dollars in thousands)
Securities:           
Certificates of deposits$75,916
 $75,916
 $85,938
 $85,938
 $87,901
 $87,901
Equity mutual funds500
 499
 500
 499
 500
 507
SBA - guaranteed loan participation certificates10
 10
 17
 17
 23
 23
Total76,426
 76,425
 86,455
 86,454
 88,424
 88,431
Mortgage-backed Securities:           
Mortgage-backed securities - residential11,969
 12,472
 14,561
 15,184
 18,330
 19,180
CMOs and REMICs - residential4,481
 4,486
 5,587
 5,574
 7,111
 7,142
Total mortgage-backed securities16,450
 16,958
 20,148
 20,758
 25,441
 26,322
 $92,876
 $93,383
 $106,603
 $107,212
 $113,865
 $114,753
The fair values of marketable equity securities are generally determined by quoted prices, in active markets, for each specific security. If quoted market prices are not available for a marketable equity security, we determine its fair value based on the quoted price of a similar security traded in an active market. The fair values of debt securities are generally determined by matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities, but rather by relying on the securities’ relationship to other benchmark quoted securities. The fair value of a security is used to determine the amount of any unrealized losses that must be reflected in our other comprehensive income and the net book value of our securities.
We evaluate marketable investment securities with significant declines in fair value on a quarterly basis to determine whether they should be considered other-than-temporarily impaired under current accounting guidance, which generally provides that if a marketable security is in an unrealized loss position, whether due to general market conditions or industry or issuer-specific factors, the holder of the securities must assess whether the impairment is other-than-temporary.


25
30



Portfolio Maturities and Yields

The composition and maturities of the securities portfolio and the mortgage-backedinvestment securities portfolio at December 31, 20172023 are summarized in the following table. Maturities are based on the final contractual payment dates, and do not reflect the impact of prepayments or early redemptions that may occur. Municipal securities yields have not been adjusted to

  

One Year or Less

  

More than One Year through Five Years

  

More than Five Years through Ten Years

  

More than Ten Years

 
  

Amortized Cost

  

Weighted Average Yield

  

Amortized Cost

  

Weighted Average Yield

  

Amortized Cost

  

Weighted Average Yield

  

Amortized Cost

  

Weighted Average Yield

 
  

(Dollars in thousands)

 

Securities:

                                

Certificates of deposits

 $29,017   5.60% $496   5.62% $   % $   %

Municipal securities

  225   1.50   705   4.75             

U.S. Treasury Notes

  66,952   1.09   48,968   1.37             

U.S. government-sponsored agencies

  23,000   4.85   12,446   5.92             
                                 

Mortgage-backed securities:

                                

Fannie Mae

        916   2.96   211   6.93   740   7.17 

Freddie Mac

        1   5.70         294   6.28 

Ginnie Mae

                    1,269   4.62 

Collateralized mortgage obligations - residential

  1   2.72               1,022   5.72 
                                 

Total securities

 $119,195   2.91% $63,532   2.35% $211   6.93% $3,325   5.67%

As a tax-equivalent basis, asnational bank, the amount is immaterial.

 One Year or Less 
More than One Year
through Five Years
 
More than Five Years
through Ten Years
 More than Ten Years
 
Amortized
Cost
 
Weighted
Average
Yield
 
Amortized
Cost
 
Weighted
Average
Yield
 
Amortized
Cost
 
Weighted
Average
Yield
 
Amortized
Cost
 
Weighted
Average
Yield
 (Dollars in thousands)
Securities:               
Certificates of deposit$75,668
 1.58% $248
 1.65% $
 % $
 %
SBA - guaranteed loan participation certificates
 
 10
 2.75
 
 
 
 
 75,668
 1.58
 258
 1.69
 
 
 
 
Mortgage-backed Securities:               
Pass-through securities:               
Fannie Mae
 
 2
 3.48
 68
 4.43
 5,911
 3.80
Freddie Mac
 
 17
 3.03
 39
 2.85
 778
 4.36
Ginnie Mae
 
 41
 2.75
 
 
 5,113
 2.54
CMOs and REMICs
 
 
 
 424
 2.79
 4,057
 1.78
 
 
 60
 2.85
 531
 3.01
 15,859
 2.90
Total securities$75,668
 1.58% $318
 1.91% $531
 3.01% $15,859
 2.90%
The Bank is a member of the Federal Reserve System as a result of its conversion to a national bank charter on November 30, 2016. The Bank was required to purchase stock in the FRB in 2016 in connection with the charter conversion.System. The aggregate cost of our FRB common stock as of December 31, 20172023 was $5.5$4.7 million based on its par value. The Bank is also a member of the FHLB System. Members of the FHLB System are required to hold a certainminimum amount of common stock, the amount of which is based on the level of borrowings and other factors, to qualify for membership in the FHLB System and to be eligible to borrow funds under the FHLB’s advance program. The aggregate cost of our FHLB common stock as of December 31, 20172023 was $2.8 million based on its par value.  At December 31, 2023, we owned 5,484 shares of FHLB common stock in excess of the specified minimum amount. There is no market for FRB and FHLB common stock. In 2017 we purchased 34,000 and 120,000 shares of FHLB and FRB common stock, respectively. There were no purchases or redemptions of FRB and FHLB and FRB commoncapital stock during 2016 and 2015. In 2017 we redeemed $3.5 million of excess FHLB common stock, there was no redemption of FRB common stock. There were no redemptions of FHLB and FRB common stock during 2016 and 2015. At December 31, 2017, we did not own any excess shares of FHLB common stock, we were required to own to maintain our membership in the FHLB System and to be eligible to obtain advances.


31



2022 or 2023.

Loan Portfolio

We originate multi-family mortgageresidential real estate loans, nonresidential real estate loans, commercial loans and commercial leases and construction and land loans.equipment leases. In addition, we also originate one-to-four family residential mortgage loans and consumer loans, and purchase and sell loan participations from time-to-time. Our principal loan products are discussed in Note 4 of the "Notes to Consolidated Financial Statements" in Item 8 of this Annual Report on Form 10-K.

The following table sets forth the composition of our loan portfolio excluding loans held-for-sale, by type of loan.

  

At December 31,

 
  

2023

  

2022

  

2021

 
  

Amount

  

Percent

  

Amount

  

Percent

  

Amount

  

Percent

 
  

(Dollars in thousands)

 

One-to-four family residential real estate

 $18,945   1.79% $23,133   1.87% $30,183   2.87%

Multi-family residential real estate

  527,460   49.80   537,394   43.52   426,395   40.57 

Nonresidential real estate

  118,016   11.14   119,705   9.69   103,047   9.81 

Commercial loans and leases

  393,321   37.14   553,056   44.79   489,612   46.59 

Consumer

  1,364   0.13   1,584   0.13   1,685   0.16 
   1,059,106   100.00%  1,234,872   100.00%  1,050,922   100.00%

Allowance for credit losses

  (8,345)      (8,129)      (6,715)    

Total loans, net

 $1,050,761      $1,226,743      $1,044,207     

26

 At December 31,
 2017 2016 2015 2014 2013
 Amount Percent Amount Percent Amount Percent Amount Percent Amount Percent
 (Dollars in thousands)
One-to-four family residential$97,814
 7.40% $135,218
 10.25% $159,501
 12.86% $180,337
 15.24% $201,382
 18.12%
Multi-family mortgage588,383
 44.52
 542,887
 41.15
 506,026
 40.80
 480,349
 40.60
 396,058
 35.64
Nonresidential real estate169,971
 12.86
 182,152
 13.81
 226,735
 18.28
 234,500
 19.82
 263,567
 23.72
Construction and land1,358
 0.10
 1,302
 0.09
 1,313
 0.10
 1,885
 0.16
 6,570
 0.59
Commercial loans152,552
 11.54
 99,088
 7.51
 79,516
 6.41
 66,882
 5.65
 54,255
 4.88
Commercial leases310,076
 23.46
 356,514
 27.02
 265,405
 21.40
 217,143
 18.36
 187,112
 16.84
Consumer1,597
 0.12
 2,255
 0.17
 1,831
 0.15
 2,051
 0.17
 2,317
 0.21
 1,321,751
 100.00% 1,319,416
 100.00% 1,240,327
 100.00% 1,183,147
 100.00% 1,111,261
 100.00%
Net deferred loan origination costs1,266
   1,663
   1,621
   1,199
   970
  
Allowance for loan losses(8,366)   (8,127)   (9,691)   (11,990)   (14,154)  
Total loans, net$1,314,651
   $1,312,952
   $1,232,257
   $1,172,356
   $1,098,077
  

Although we originate loans and leases in multi-family lending activities in the Chicago Metropolitan Statistical Areas and in other carefully selected Metropolitan Statistical Areas outsidea number of States, our primary lending area for regulatory purposes consists of the counties in the State of Illinois where our branch offices are located, and contiguous counties. We currently derive the most significant portion of our revenues from these geographic areas. We also engage in healthcaremulti-family residential real estate lending and commercial leasing activities on a nationwide basis.in carefully selected metropolitan areas outside our primary lending area.  At December 31, 2017, $282.82023, $313.7 million, or 48.0%59.6%, orof our multi-family residential real estate loans were in the Metropolitan Statistical Area for Chicago, Illinois, while $73.4Illinois; $72.3 million, or 12.5%13.8%, were in the Metropolitan Statistical Area for Dallas, Texas, $56.2Texas; $68.4 million, or 9.6%13.0%, were in the Metropolitan Statistical Area for Denver, Colorado, $32.9Florida; and $26.4 million, or 5.6%5.0%, were in North Carolina.  This information reflects the Metropolitan Statistical Arealocation of the collateral for Tampa, Floridathe loan and $17.7 million, or 3.0%, weredoes not necessarily reflect the location of the borrowers.  We engage in the Metropolitan Statistical Area for Minneapolis, Minnesota.



32



commercial lending and commercial equipment finance activities on a nationwide basis. 

Loan Portfolio Maturities

The following table summarizes the scheduled repayments of our loan portfolio at December 31, 2017.2023. Demand loans, loans having no stated repayment schedule or maturity and overdraft loans are reported as being due in one year or less.

 
Within
One Year
 
One Year
Through
Five Years
 
Beyond
Five Years
 Total
 (Dollars in thousands)
Scheduled Repayments of Loans:       
One-to-four family residential$12,564
 $23,118
 $62,132
 $97,814
Multi-family mortgage38,071
 87,554
 462,758
 588,383
Nonresidential real estate48,021
 109,041
 12,909
 169,971
Construction and land923
 435
 
 1,358
Commercial loans and leases246,868
 210,269
 5,491
 462,628
Consumer434
 861
 302
 1,597
 $346,881
 $431,278
 $543,592
 $1,321,751
        
       Total
Loans Maturing After One Year:       
Predetermined (fixed) interest rates      $374,320
Adjustable interest rates      600,550
       $974,870


33



  

Due in One Year or Less

  

After One Year Through Five Years

  

After Five Through 15 Years

  

After 15 Years

  

Total

 
  

(In thousands)

     

Scheduled Repayments of Loans:

                    

One-to-four family residential real estate

 $1,259  $4,410  $7,824  $5,452  $18,945 

Multi-family residential real estate

  19,407   57,273   174,468   276,312   527,460 

Nonresidential real estate

  30,080   79,250   5,757   2,929   118,016 

Commercial loans and leases

  231,250   159,921   2,150      393,321 

Consumer

  408   403   553      1,364 
  $282,404  $301,257  $190,752  $284,693  $1,059,106 

  

Total

 

Loans Maturing After One Year:

    

Predetermined (fixed) interest rates

 $281,082 

Adjustable interest rates

  495,620 
  $776,702 

Nonperforming Loans and Assets

We review loans on a regular basis, and generally place loans on nonaccrual status when either principal or interest is 90 days or more past due. In addition, the Company places loans on nonaccrual status when we do not expect to receive full payment of interest or principal. Interest accrued and unpaid at the time a loan is placed on nonaccrual status is reversed from interest income. Interest payments received on nonaccrual loans are recognized in accordance with our significant accounting policies. Once a loan is placed on nonaccrual status, the borrower must generally demonstrate at least six months of payment performance before the loan is eligible to return to accrual status. We may have loans classified as 90 days or more delinquent and still accruing. Generally, we do not utilize this category of loan classification unless: (1) the loan is repaid in full shortly after the period end date; (2) the loan is well secured and there are no asserted or pending legal barriers to its collection; or (3) the borrower has remitted all scheduled payments and is otherwise in substantial compliance with the terms of the loan, but the processing of loan payments actually received or the renewal of the loan has not occurred for administrative reasons. At December 31, 2017,2023, we had no loanstwo equipment finance transactions in this category.

We typically obtain new third-party appraisals or collateral valuations when we place a loan on nonaccrual status or conduct impairment testing or complete a troubled debt restructuring (“TDR”) unless the existing valuation information for the collateral is sufficiently current to comply with the requirements of our Appraisal and Collateral Valuation Policy (“ACV Policy”). We also obtain new third-party appraisals or collateral valuations when the judicial foreclosure process concludes with respect to real estate collateral, and when we otherwise acquire actual or constructive title to real estate collateral. In addition to third-party appraisals, we use updated valuation information based on Multiple Listing Service data, broker opinions of value, actual sales prices of similar assets sold by us and approved sales prices in response to offers to purchase similar assets owned by us to provide interim valuation information for consolidated financial statement and management purposes. Our ACV Policy establishes the maximum useful life of a real estate appraisal at 18 months. Because appraisals and updated valuations utilize historical or “ask-side” data in reaching valuation conclusions, the appraised or updated valuation may or may not reflect the actual sales price that we will receive at the time of sale.

Real estate appraisals may include up to three approaches to value: the sales comparison approach, the income approach (for income-producing property) and the cost approach. Not all appraisals utilize all three approaches. Depending on the nature of the collateral and market conditions, we may emphasize one approach over another in determining the fair value of real estate collateral. Appraisals may also contain different estimates of value based on the level of occupancy or planned future improvements. “As-is” valuations represent an estimate of value based on current market conditions with no changes to the use or condition of the real estate collateral. “As-stabilized” or “as-completed” valuations assume the real estate collateral will be improved to a stated standard or achieve its highest and best use in terms of occupancy. “As-stabilized” or “as-completed” valuations may be subject to a present value adjustment for market conditions or the schedule of improvements.

As part of the asset classification process, we develop an exit strategy for real estate collateral or OREOand other foreclosed assets by assessing overall market conditions, the current use and condition of the asset, and its highest and best use. For most income–producing real estate, we believe that investors value most highly a stable income stream from the asset; consequently, we perform a comparative evaluation to determine whether conducting a sale on an “as-is,” “as-stabilized” or “as-improved” basis is most likely to produce the highest net realizable value. If we determine that the “as-stabilized” or “as-improved” basis is appropriate, we then complete the necessary improvements or tenant stabilization tasks, with the applicable time value discount and improvement expenses incorporated into our estimates of the expected costs to sell. As of December 31, 2017,2023, substantially all impaired real estate loan collateral and OREOforeclosed assets were valued on an “as–is“as-is basis.”

Estimates of the net realizable value of real estate collateral also include a deduction for the expected costs to sell the collateral or such other deductions from the cash flows resulting from the operation and liquidation of the asset as are appropriate. For most real estate collateral subject to the judicial foreclosure process, we apply a 10.0% deduction to the value of the asset to determine the expected costs to sell the asset. This estimate includes one year of real estate taxes, sales commissions and miscellaneous repair and closing costs. If we receive a purchase offer that requires unbudgeted repairs, or if the expected resolution period for the asset exceeds one year, we then include, on a case-by-case basis, the costs of the additional real estate taxes and repairs and any other material holding costs in the expected costs to sell the collateral. For OREO,other real estate owned, we apply a 7.0% deduction to determine the expected costs to sell, as expenses for real estate taxes and repairs are expensed when incurred.



34



collateral types, we incorporate the estimated costs to recover and market collateral assets into the estimated net realizable value applicable to each specific case.

Nonperforming Assets Summary

The following table below sets forth the amounts and categories of our nonperforming loans and nonperforming assets.

  

At December 31,

 
  

2023

  

2022

  

2021

 
  

(Dollars in thousands)

 

Nonaccrual loans

            

One-to-four family residential real estate

 $37  $92  $367 

Nonresidential real estate

        295 

Commercial loans and leases:

            

Equipment finance:

            

Government

  18,956       

Corporate - Investment-rated

  52       

Corporate - Other

  1,579   331   78 

Middle market leases

  472   891    

Small ticket leases

  235   88    

Consumer

     5    
   21,331   1,407   740 
             

Loans past due over 90 days, still accruing

  1,007   238   10 
             

Other real estate owned

  405   472    

Other foreclosed assets

  2,372   4   725 
             

Total nonperforming assets

 $25,115  $2,121  $1,475 
             

Ratios

            

Allowance for credit losses to total loans

  0.79%  0.66%  0.64%

Allowance for credit losses to nonperforming loans

  37.36   494.16   895.33 

Nonperforming loans to total loans

  2.11   0.13   0.07 

Nonperforming assets to total assets

  1.69   0.13   0.09 

Nonaccrual loans to total loans

  2.01   0.11   0.07 

Nonaccrual loans to total assets

  1.43   0.09   0.04 

Nonperforming Assets
 At December 31,
 2017 2016 2015 2014 2013
 (Dollars in thousands)
Nonaccrual loans         
One-to-four family residential$2,027
 $2,851
 $2,455
 $4,408
 $4,741
Multi-family mortgage363
 185
 821
 4,481
 7,098
Nonresidential real estate
 260
 296
 3,245
 5,847
Construction and land
 
 
 
 382
Commercial
 
 
 76
 100
Consumer
 
 
 3
 12
 2,390
 3,296
 3,572
 12,213
 18,180
Loans Past Due Over 90 Days, still accruing
 
 
 
 228
          
Other real estate owned         
One-to-four family residential827
 1,565
 2,621
 1,263
 1,077
Multi-family mortgage
 370
 951
 2,307
 1,921
Nonresidential real estate1,520
 1,066
 1,747
 885
 1,181
Land4
 894
 1,692
 1,903
 2,127
 2,351
 3,895
 7,011
 6,358
 6,306
Total nonperforming assets$4,741
 $7,191
 $10,583
 $18,571
 $24,714
          
Ratios         
Nonperforming loans to total loans0.18% 0.25% 0.29% 1.03% 1.66%
Nonperforming assets to total assets0.29
 0.44
 0.70
 1.27
 1.70

Nonperforming assets totaled $25.1 million at December 31, 2023, and $2.1 million at December 31, 2022.   The $23.0 million increase in nonperforming assets in 2023 was primarily due to two U.S. Government equipment finance exposures totaling $18.9 million.  In addition, two corporate equipment finance transactions totaling $1.0 million were past due 90 days and still accruing due to administrative delays in submitting payments due in the amount of $692,000.


28
35



Nonperforming Assets
Nonperforming assets decreased by $2.5 million in 2017, due in substantial part

With respect to the executionU.S. Government equipment finance exposures, we have submitted claims pursuant to the Contract Disputes Act to each prime contractor for their respective certification and submission to the U.S. Government.  Given the unexpected conduct by the U.S. Government in these two transactions and information we learned about similar activity encountered by other participants in the market, we discontinued originations of U.S. Government equipment finance transactions in early 2023 pending the Company's planoutcome of our claims.

With respect to materially reduce nonperforming asset expenses. Nonperforming assets totaled $4.7 million at December 31, 2017,loans past due 90 days and $7.2 million at December 31, 2016. The decreasestill accruing, in nonperforming assetsJanuary 2024, we received the final payment in full for one exposure in the amount of $666,000 and we received partial payments in the amount of $26,000 for the year ended December 31, 2017 reflected the dispositionremaining exposure.

Construction machinery and commercial vehicles with recorded balances of $4.0$2.9 million of OREO and other nonperforming asset resolutions.

Approximately $2.8 million of nonaccrual loans were transferred to OREOforeclosed assets during the year ended December 31, 2017. These were primarily residential, multi-family and nonresidential loans, comprising the majority of the decrease in nonaccrual loans for the period. We continue2023. 

Loan Modifications to experience modest quantities of defaults on residential loans principally due either to the borrower’s personal financial condition or death, and/or deteriorated collateral value.

Loan Extensions and Modifications
Borrowers Experiencing FinancialDifficulties

Maturing loans are subject to our standard loan underwriting policies and practices. Due to the need to obtain updated borrower and guarantor financial information, collateral information or to prepare revised loan documentation, loans in the process of renewal may appear as past due because the information needed to underwrite a renewal of the loan is not available to us prior to the maturity date of the loan. At times, short-term administrative extensions, which are typically 90 days in duration, are granted to facilitate proper underwriting. In general, loan modifications are subject to a risk-adjusted pricing analysis.

When appropriate, we evaluate

Effective January 1, 2023, the Company adopted ASU 2022-02 “Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures” (“ASU 2022-22”) which eliminates the Troubled Debt Restructurings (“TDR”) while requiring disclosures of borrowers experiencing financial difficulty for modifications related to principal reductions, interest rate reductions, term extensions, and more than insignificant payment delay. At December 31, 2023, the Company had no loan modifications that meet the definition described in ASU 2022-02 for additional reporting.


At December 31, 2022, the Company evaluated
loan extensions or modifications not qualified under Section 4013 of the CARES Act or under OCC Bulletin 2020-35 in accordance with FASB ASC 310-40 and related federal regulatory guidance concerning TDRs and340-10 with respect to the FFIEC workout guidance to determineclassification of the required treatment for nonaccrual status and risk classification purposes. In general,loan as a TDR. Under ASC 340-10, if we grantthe Company grants a loan extension or modification to a borrower experiencing financial difficulties for other than an insignificant period of time that includes a below–market interest rate, principal forgiveness, payment forbearance or extension that involves eitherother concession intended to minimize the absence of principal amortization (other than for revolving lines of credit which are customarily granted on interest-only terms), or if we grant a material extension of an existing loan amortization period in excess of our underwriting standards,economic loss to the Company, the loan will be placed on nonaccrual status and impairment testing conducted to determine whether a specific valuation allowanceextension or loss classification / charge-offloan modification is required. If the loan is well secured by an abundance of collateral and the collectability of both interest and principal is probable, the loan may remain on accrual status, but it will be classified as a TDR due to the concession made in the loan principal amortization payment component. A loan in full compliance with the payment requirements specified in a loan modification will not be considered as past due, but may nonetheless be placed on nonaccrual status or be classified as a TDR, as appropriate under the circumstances.

TDR. In accordance with the FFIEC workout guidance, the Company will restructure a note into two separate notes (A/B structure), charging off the entire B portion of the note. The A note is structured with appropriate loan-to-value and cash flow coverage ratioscases where borrowers are granted new terms that provide for a high likelihoodreduction of repayment. The A note is classifiedeither interest or principal then due and payable, management measures any impairment on the restructured loan in the same manner as a nonperforming note until the borrower has displayed a historical payment performance for a reasonable time prior to and subsequent to the restructuring. A period of sustained repayment for at least six months generally is required to return the note to accrual status provided that management has determined that the performance is reasonably expected to continue. The A note will be classifiedimpaired loans as a restructured note (either performing or nonperforming) through the calendar year of the restructuring that the historical payment performance has been established.
Troubled Debt Restructurings
noted above. The Company had $17,000 ofno TDRs at December 31, 2017, compared to $341,000 at December 31, 2016, with no specific valuation allowances allocated to those loans at December 31, 20172022.

Criticized and 2016. The Company had no outstanding commitments to borrowers whose loans are classified as TDRs.Classified Assets
The following table presents the Company's TDRs by class.
 At December 31,
 2017 2016
 (Dollars in thousands)
One-to-four family residential real estate$
 $205
Accrual troubled debt restructured loans
 205
One-to-four family residential real estate17
 136
Nonaccrual troubled debt restructured loans17
 136
Total troubled debt restructured loans$17
 $341


36



Risk Classification of Loans
Our policies, consistent with regulatory guidelines, provide for the classification of loans and other assets that are considered to be of lesser quality as substandard, doubtful, or loss assets, or designated as special mention.
A substandard asset is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Assets so classified must have a well-defined weakness, or weaknesses, that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. The risk-rating guidance published by the OCC clarifies that a loan with a well-defined weakness does not have to present a probability of default for the loan to be rated substandard, and that an individual loan’s loss potential does not have to be distinct for the loan to be rated substandard. An asset classified as doubtful has all the weaknesses inherent in one classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. Assets classified as loss are those considered uncollectible and of such little value that their continuance as assets is not warranted; such balances are promptly charged-off as required by applicable federal regulations. A special mention asset has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institution’s credit position at some future date. Special mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification.
Based
The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt, including current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans as to credit risk. Risk ratings are updated any time the situation warrants. The following table sets forth the criticized and classified loans:

  

December 31, 2023

  

December 31, 2022

  

Change

 
  

(Dollars in thousands)

 

Criticized - Special Mention:

            

One-to-four family residential real estate

 $  $4  $(4)

Multi-family residential real estate

  1,333      1,333 

Commercial loans and leases:

            

Asset-based and factored receivables

  10,587   873   9,714 

Equipment finance:

            

Corporate - Other

     644   (644)

Consumer

  5   4   1 
  $11,925  $1,525  $10,400 
             

Classified - Performing Substandard:

            

One-to-four family residential real estate

 $272  $327  $(55)

Commercial loans and leases:

            

Asset-based and factored receivables

  3,368   3,815   (447)

Equipment finance:

            

Government

     52   (52)

Corporate - Investment-rated

     130   (130)

Corporate - Other

  688   44   644 

Consumer

  3   4   (1)
  $4,331  $4,372  $(41)

Allowance for Credit Losses

The allowance for credit losses, specifically the allowance for loan losses and the allowance for unfunded commitment losses, represents management’s estimate of lifetime expected credit losses in the loan portfolio. The allowance for credit losses is determined quarterly using a reviewmethodology that incorporates important risk characteristics of our loans at December 31, 2017, classified loans consisted of $2.9 million performing substandardeach loan.  The allowance for credit losses, as related to loans and $2.4 millionlending-related commitments, is comprised of nonperforming loans. As of December 31, 2017, we had $4.5 million of loans designated as special mention.

Allowance for Loan Losses
We establish provisionsan allowance for loan losses, which is determined with respect to loans that we have originated, and an allowance for unfunded commitment losses.  Our allowance for unfunded commitment losses is determined with respect to funds that we have committed to lend but for which funds have not yet been disbursed and is computed using a methodology similar to that used to determine the allowance for loan losses. The allowance for unfunded lending-related commitments totaled $335,000 as of December 31, 2023.  

Charge-offs represent the amount of loans that have been determined to be uncollectible during a given period, and are deducted from the allowance for credit losses, and recoveries represent the amount of collections received from loans that had previously been charged off, and are credited to the allowance for credit losses.  A provision for credit losses is charged to operationscurrent expense and acts to replenish the ACL in order to maintain the allowance for loan losses at a level wethat management deems adequate. Determining the allowance involves significant judgments and assumptions by management. Because of the nature of the judgments and assumptions made by management, actual results may differ from these judgments and assumptions.

Determining the Allowance for Credit Losses 

The allowance for credit losses on financial assets held at amortized cost is measured on a collective or pooled basis when similar risk characteristics exist, based upon management's loan portfolio segmentation. The Company utilizes modeling methodologies that estimate lifetime credit loss rates on each pool, including methodologies estimating the probability of default and loss given default on specific segments.  Expected credit losses are measured over the contractual term of the financial asset with consideration of expected prepayments. A “life of loan” credit loss shall estimate expected credit losses over the contractual term of the financial asset.  This includes not extending the contractual term for expected extensions, renewals, and modifications. Discounted Cash Flow methodologies work properly with an amortizing approach.  Loans without maturity dates may not have a true exit or end of life. For consistency in its methodology, management elected to use maturity date assumptions for loans without maturity dates; pool-level assumptions have been assigned by management.

Credit quality indicators, specifically the Company's internal risk rating systems, reflect how the Company monitors credit losses and represent factors used by the Company when measuring the allowance for credit losses. Historical credit loss history is adjusted for reasonable and supportable forecasts that incorporates peer institution data and third party economic forecasts on a quantitative or qualitative basis. Reasonable and supportable forecasts consider necessarythe macroeconomic factors that are most relevant to absorb probable incurredevaluating and predicting expected credit losses in the loan portfolio. In determiningCompany's financial assets.

Qualitative factors assessed by management include the following:

Changes in lending policies and procedures, including changes in underwriting standards and collections, charge-offs, and recovery practices;
Changes in national, regional, and local conditions;
Changes in the nature and volume of the portfolio and terms of loans (inherent risk);
Changes in the experience, depth, and ability of lending management;
Changes in the volume and severity of past due loans and other similar conditions;
Changes in the quality of the organization's loan review system;
Changes in the value of underlying collateral for collateral dependent loans;
The existence and effect of any concentrations of credit and changes in the levels of such concentrations; and
The effect of other external factors (i.e. competition, legal and regulatory requirements) on the level of estimated credit losses.

Financial assets that do not share similar risk characteristics with any pool are assessed for the allowance for loancredit losses we consider past and current loss experience, trends in nonaccrual loans, evaluations of real estate collateral, current economic conditions, volume and type of lending, adverse situations that may affect a borrower’s ability to repay a loan and the levels of nonperforming and other classified loans. The amount of the allowance is based on estimates and the ultimate losses may vary from the estimates as more information becomes available or events change.

We provide for loan losses based on the allowance method. Accordingly, all loan losses are charged to the related allowance and all recoveries are credited to it. Additions to the allowance for loan losses are provided by charges to income based on various factors that, in our judgment, deserve current recognition in estimating probable incurred credit losses. We review the loan portfolio on an ongoing basisindividual basis. These typically include assets experiencing financial difficulties, including substandard nonaccrual assets and make provisions for loan lossesassets currently classified. Classified loans are reviewed on a quarterly basis to maintaindetermine if (a) an amount is deemed uncollectible (a charge-off) or (b) it is probable that the Company will be unable to collect amounts due in accordance with the original contractual terms of the loan. In cases in which collectability is not probable, the loan is considered to no longer exhibit shared risk characteristics of a pool and as a result, is individually evaluated for allowance for credit losses measurement purposes. If a loan is individually evaluated, the carrying amount of the loan is compared to the expected payments to be received, discounted at the loan’s original rate, or for foreclosure-probable and collateral dependent loans, to the fair value of the collateral less the estimated cost to sell, when appropriate under accounting rules. Any shortfall is recorded as a specific reserve within the allowance for loan losses in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The allowance for loan losses consists of two components:
specific allowances established for any impaired residential non-owner occupied mortgage, multi-family mortgage, nonresidential real estate, construction and land, commercial, and commercial lease loans for which the recorded investment in the loan exceeds the measured value of the loan; and
general allowances for loan losses for each loan class based on historical loan loss experience; and adjustments to historical loss experience (general allowances), maintained to cover uncertainties that affect our estimate of probable incurred credit losses for each loan class.
The adjustments to historical loss experience are based on our evaluation of several factors, including levels of, and trends in, past due and classified loans; levels of, and trends in, charge-offs and recoveries; trends in volume and terms of loans, including any credit concentrations in the loan portfolio; experience, and ability of lending management and other relevant staff; and national and local economic trends and conditions.
We evaluate the allowance for loan losses based upon the combined total of the specific and general components. Generally, when the loan portfolio increases, absent other factors, the allowance for loan loss methodology results in a higher dollar amount of estimated probable incurred credit losses than would be the case without the increase. Conversely, when the loan portfolio decreases, absent other factors, the allowance for loan loss methodology generally results in a lower dollar amount of estimated probable losses than would be the case without the decrease.
We review our loan portfolio on an ongoing basis to determine whether any loans require classification and impairment testing in accordance with applicable regulations and accounting principles. When we classify loans as either substandard or doubtful and in certain other cases, we review the collateral and future cash flow projections to determine if a specific reserve is necessary. The


37



allowance for loan losses represents amounts that have been established to recognize incurred credit losses in the loan portfolio that are both probable and reasonably estimable at the date of the consolidated financial statements. When we classify problem loans as loss, we charge-off such amounts.
Our calculation of the general component of the allowance for loan losses includes the FASB disclosure requirement that each loan portfolio category must be segmented into specific loan classes (FASB Standards Update 2010-20 (ASU 210-20), “Receivables (Topic 310): Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses”). Loan class segmentation tables are presented in Note 4 of the "Notes to Consolidated Financial Statements" in Item 8 of this Annual Report on Form 10-K. To maintain consistency, the loan class segmentation was also applied within the 12-quarter loss history that we use to calculate the general component of the allowance for loan losses, inherent risk factor weightings were adjusted based on our evaluation of their relevance to the new loan classes, and duplicative historical loss factors were eliminated from the loan class segmentation.
While we use the best information available to make evaluations, future adjustments to the allowance may become necessary if conditions differ substantially from the information that we used in making the evaluations. Our determinations as to the risk classification of our loans andlosses.

In determining the amount of our allowance forreserves or charge-offs associated with collateral-dependent loans, the Company values the loan lossesgenerally by starting with a valuation obtained from an appraisal of the underlying collateral and then deducting estimated selling costs, if appropriate, to arrive at a net appraised value. We obtain the appraisals of the underlying collateral typically on an annual basis from independent, third party appraisal firms and the appraisals are subject to reviewformally reviewed by our regulatory agencies, which can require that we establish additional loss allowances.



38



a new appraisal. Types of appraisal valuations include “as-is,” “as-complete,” “as-stabilized,” bulk, fair market, liquidation and “retail sellout” values. 

Net Charge-offs and Recoveries

The following table sets forth activity in our allowance for loancredit losses.

 At or For the Years Ended December 31,
 2017 2016 2015 2014 2013
 (Dollars in thousands)
Balance at beginning of year$8,127
 $9,691
 $11,990
 $14,154
 $18,035
Charge-offs         
One-to-four family residential(318) (539) (386) (873) (1,505)
Multi-family mortgage(10) (79) (198) (1,230) (1,832)
Nonresidential real estate(165) (1,718) (391) (1,727) (577)
Construction and land
 
 
 (1) (943)
Commercial loans
 
 (152) (123) (425)
Commercial leases
 
 
 (8) 
Consumer(10) (25) (16) (12) (55)
 (503) (2,361) (1,143) (3,974) (5,337)
Recoveries         
One-to-four family residential145
 321
 702
 418
 447
Multi-family mortgage70
 162
 182
 100
 236
Nonresidential real estate17
 200
 509
 423
 519
Construction and land
 35
 44
 377
 463
Commercial loans594
 309
 611
 1,225
 470
Commercial leases2
 7
 1
 
 
Consumer1
 2
 1
 3
 8
 829
 1,036
 2,050
 2,546
 2,143
Net recoveries (charge-offs)326
 (1,325) 907
 (1,428) (3,194)
Recovery of loan losses(87) (239) (3,206) (736) (687)
Balance at end of year$8,366
 $8,127
 $9,691
 $11,990
 $14,154
          
Ratios         
Net recoveries (charge-offs) to average loans outstanding0.03% (0.11)% 0.08% (0.13)% (0.31)%
Allowance for loan losses to nonperforming loans350.04
 246.57
 271.30
 98.17
 76.89
Allowance for loan losses to total loans0.63
 0.62
 0.78
 1.01
 1.27

  

At or For the Years Ended December 31,

 
  

2023

  

2022

  

2021

 
  

(Dollars in thousands)

 

Balance at beginning of year

 $8,129  $6,715  $7,751 

Impact of adopting ASC 326

  1,907       

Charge-offs

            

One-to-four family residential real estate

  (1)  (76)  (3)

Nonresidential real estate

     (192)  (7)

Commercial loans and leases

  (2,176)  (156)  (93)

Consumer

  (52)  (61)  (29)
   (2,229)  (485)  (132)

Recoveries

            

One-to-four family residential real estate

  45   11   211 

Multi-family residential real estate

  20   20   33 

Nonresidential real estate

     4    

Commercial loans and leases

  77   20   90 

Consumer

  1   16   2 
   143   71   336 

Net (charge-offs) recoveries

  (2,086)  (414)  204 

Provision for (recovery of) credit losses

  395   1,828   (1,240)

Balance at end of year

 $8,345  $8,129  $6,715 
             

Ratios

            

Total net (charge-offs) recoveries to average loans outstanding

  (0.18)%  (0.04)%  0.02%

Net (charge-offs) recoveries to average loans outstanding by portfolio:

            

One-to-four family residential real estate

  0.21%  (0.25)%  0.59%

Multi-family residential real estate

  %  %  0.01%

Nonresidential real estate

  %  (0.17)%  (0.01)%

Commercial loans and leases

  (0.43)%  (0.03)%  %

Consumer

  (3.59)%  (2.83)%  (1.49)%

We hadrecorded a net recoveryprovision for credit losses - loans of $395,000 in 2023, compared to a provision for loan losses of $87,000$1.8 million in 2017, compared to a recovery of $239,000 in 2016.2022.  The provision for or recovery of loancredit losses is a function of the allowance for loancredit loss methodology that we use to determine the appropriate level of the allowance for inherent loancredit losses after net charge-offs have been deducted. The portion of the allowance for loancredit losses attributable to loans collectively evaluated for impairment increased $265,000,$216,000, or 3.3%2.7%, to $8.4$8.3 million at December 31, 2017,2023 from $8.1 million at December 31, 2016.The2022. There was no reserve established for loans individually evaluated for impairment decreased $26,000, or 100.0%, to $0 at December 31, 2017, from $26,000 at December 31, 2016.2023 and 2022. Net recoveriescharge-offs were $326,000 and $907,000 for the years ended December 31, 2017 and December 31, 2015, respectively, and we had $1.3 million of charge-offs for the year ended December 31, 2016. Although our loan portfolio increased by $2.3$2.1 million for the year ended December 31, 2017,2023 compared to net charge-offs of $414,000 for the combined impact of these factors and a two basis point reduction in our weighted average historical loss rates was sufficient to fully fund the allowance to reflect the growth in our loan portfolio.

year ended December 31, 2022. 

A loan balance is classified as a loss and charged-off when it is confirmed that there is no readily apparent source of repayment for the portion of the loan that is classified as loss. Confirmation can occur upon the receipt of updated third-party appraisal valuation information indicating that there is a low probability of repayment upon sale of the collateral, the final disposition of



39



collateral where the net proceeds are insufficient to pay the loan balance in full, our failure to obtain possession of certain consumer-loan collateral within certain time limits specified by applicable federal regulations, the conclusion of legal proceedings where the borrower’s obligation to repay is legally discharged (such as a Chapter 7 bankruptcy proceeding), or when it appears that further formal collection procedures are not likely to result in net proceeds in excess of the costs to collect.

Allocation of Allowance for LoanCredit Losses

The following table sets forth our allowance for loancredit losses allocated by loan category. The allowance for loancredit losses allocated to each category is not necessarily indicative of future losses in any particular category and does not restrict the use of the allowance to absorb losses in other categories.

 At December 31,
 2017 2016 2015
 
Allowance
for Loan
Losses
 
Loan
Balances by
Category
 
Percent
of Loans
in Each
Category
to Total
Loans
 
Allowance
for Loan
Losses
 
Loan
Balances by
Category
 
Percent
of Loans
in Each
Category
to Total
Loans
 
Allowance
for  Loan
Losses
 
Loan
Balances by
Category
 
Percent
of Loans
in Each
Category
to Total
Loans
 (Dollars in thousands)
One-to-four family residential$850
 $97,814
 7.40% $1,168
 $135,218
 10.25% $1,704
 $159,501
 12.86%
Multi-family mortgage3,849
 588,383
 44.52
 3,647
 542,887
 41.15
 3,610
 506,026
 40.80
Nonresidential real estate1,605
 169,971
 12.86
 1,794
 182,152
 13.81
 2,582
 226,735
 18.28
Construction and land32
 1,358
 0.10
 32
 1,302
 0.09
 43
 1,313
 0.10
Commercial loans1,357
 152,552
 11.54
 733
 99,088
 7.51
 654
 79,516
 6.41
Commercial leases655
 310,076
 23.46
 714
 356,514
 27.02
 1,073
 265,405
 21.40
Consumer18
 1,597
 0.12
 39
 2,255
 0.17
 25
 1,831
 0.15
 $8,366
 $1,321,751
 100.00% $8,127
 $1,319,416
 100.00% $9,691
 $1,240,327
 100.00%
 At December 31,
 2014 2013
 
Allowance for
Loan Losses
 
Loan Balances
by Category
 
Percent of
Loans in Each
Category to
Total Loans
 
Allowance for
Loan Losses
 
Loan Balances
by Category
 
Percent of
Loans in Each
Category to
Total Loans
 (Dollars in thousands)
One-to-four family residential$2,148
 $180,337
 15.24% $3,848
 $201,382
 18.12%
Multi-family mortgage5,205
 480,349
 40.60
 4,444
 396,058
 35.64
Nonresidential real estate2,940
 234,500
 19.82
 3,735
 263,567
 23.72
Construction and land80
 1,885
 0.16
 393
 6,570
 0.59
Commercial loans554
 66,882
 5.65
 731
 54,255
 4.88
Commercial leases1,009
 217,143
 18.36
 946
 187,112
 16.84
Consumer54
 2,051
 0.17
 57
 2,317
 0.21
 $11,990
 $1,183,147
 100.00% $14,154
 $1,111,261
 100.00%


40



management judgment, the allowance for credit losses is based on a comprehensive, well documented, and consistently applied analysis of the Company’s loan portfolio. This analysis takes into consideration all available information existing as of the financial statement date, including environmental factors such as economic, industry, geographical and political factors, when considered applicable. The relative level of allowance for credit losses is reviewed and compared to industry peers. This review encompasses levels of total nonperforming loans, portfolio mix, portfolio concentrations and overall levels of net charge-offs. Historical trending of both the Company’s results and the industry peers is also reviewed to analyze comparative significance.

Sources of Funds

Deposits. At December 31, 2017,2023, our deposits totaled $1.340 billion.$1.262 billion. Interest-bearing deposits totaled $1.106$1.001 billion and noninterest-bearing demand deposits totaled $234.4 million.$260.9 million. NOW, savings and money market accounts totaled $749.7$778.4 million. Noninterest-bearing demand deposits at December 31, 2017 included $47,000 in internal checking accounts. At December 31, 2017,2023, we had $356.0$222.4 million of certificates of deposit outstanding, of which $258.6$174.9 million had maturities of one year or less and $86.1 million were brokered deposits.less. Although a significant portion of our certificates of deposit are shorter-term certificates of deposit, we believe, based on historical experience and our current pricing strategy, that we will retain a significant portion of the non-brokered accounts upon maturity.

The following table sets forth the distribution of total deposit accounts, by account type.

  

Years Ended December 31,

 
  

2023

  

2022

 
  

Average Balance

  

Percent

  

Weighted Average Rate

  

Average Balance

  

Percent

  

Weighted Average Rate

 
  

(Dollars in thousands)

 

Noninterest-bearing demand:

                        

Retail

 $143,468   11.06%  % $157,210   10.96%  %

Commercial

  129,214   9.95      158,625   11.05    

Total noninterest-bearing demand

  272,682   21.01      315,835   22.01    

Savings deposits

  189,835   14.63   0.18   206,009   14.35   0.10 

Money market accounts

  281,918   21.73   1.65   323,312   22.53   0.41 

Interest-bearing NOW accounts

  345,491   26.63   0.70   395,599   27.56   0.31 

Certificates of deposit

  207,574   16.00   2.48   194,458   13.55   0.47 
  $1,297,500   100.00%     $1,435,213   100.00%    

32

 Years Ended December 31,
 2017 2016 2015
 
Average
Balance
 Percent 
Weighted
Average
Rate
 
Average
Balance
 Percent 
Weighted
Average
Rate
 
Average
Balance
 Percent 
Weighted
Average
Rate
 (Dollars in thousands)
Noninterest-bearing demand:                
Retail$136,214
 10.18% % $139,974
 10.99% % $99,839
 8.32% %
Commercial96,986
 7.25
 
 99,387
 7.80
 
 92,689
 7.73
 
Total noninterest-bearing demand233,200
 17.43
 
 239,361
 18.79
 
 192,528
 16.05
 
Savings deposits160,266
 11.98
 0.12
 158,312
 12.43
 0.11
 155,686
 12.97
 0.11
Money market accounts304,868
 22.79
 0.39
 318,248
 24.98
 0.31
 336,179
 28.02
 0.31
Interest-bearing NOW accounts274,585
 20.53
 0.20
 253,810
 19.92
 0.15
 289,357
 24.12
 0.12
Certificates of deposit364,792
 27.27
 0.96
 304,194
 23.88
 0.77
 225,990
 18.84
 0.54
 $1,337,711
 100.00%   $1,273,925
 100.00%   $1,199,740
 100.00%  

The following table sets forth certificates of deposit by time remaining until maturity at December 31, 2017:

 Maturity  
 
3 Months or
Less
 
Over 3 to 6
Months
 
Over 6 to 12
Months
 
Over 12
Months
 Total
 (Dollars in thousands)
Certificates of deposit less than $100,000$63,323
 $63,313
 $52,619
 $49,903
 $229,158
Certificates of deposit of $100,000 or more32,969
 17,173
 29,170
 47,488
 126,800
Total certificates of deposit$96,292
 $80,486
 $81,789
 $97,391
 $355,958
Borrowings. Our borrowings consist primarily2023:

  

Maturity

     
  3 Months or Less  

Over 3 to 6 Months

  

Over 6 to 12 Months

  Over 12 Months  

Total

 
  

(In thousands)

 

Certificates of deposit less than $250,000

 $41,044  $39,923  $68,854  $43,179  $193,000 

Certificates of deposit of $250,000 or more

  7,597   5,549   11,956   4,289   29,391 

Total certificates of deposit

 $48,641  $45,472  $80,810  $47,468  $222,391 

FDIC-insured deposits were 86% of Federal Home Loan Bank advances and repurchase agreements. The following table sets forth information concerning balances and interest rates on our borrowings.

 At or For the Years Ended December 31,
 2017 2016 2015
 (Dollars in thousands)
Balance at end of year$60,768
 $51,069
 $64,318
Average balance during year54,899
 24,764
 8,674
Maximum outstanding at any month end61,162
 86,878
 64,318
Weighted average interest rate at end of year1.33% 0.66% 0.28%
Average interest rate during year1.19
 0.42
 0.23


41



December 31, 2022.   At December 31, 2017,2023 and 2022 we had the capacity to borrow an additional $322.2have $180.7 million underand $246.6 million of uninsured deposits; our credit facilities with the FHLB. Furthermore, we had unpledged securities that could be used to supportonly uninsured deposits are those in excess of $13.8the FDIC insurance limits of $250,000.

Borrowings Outstanding.  In 2021, the Company entered into Subordinated Note Purchase Agreements with certain qualified institutional buyers and accredited investors pursuant to which the Company sold and issued $20.0 million in aggregate principal amount of additional FHLB borrowings.

its 3.75% Fixed-to-Floating Rate Subordinated Notes due May 15, 2031.

At December 31, 2017,2023 we had a line$25.0 million of credit with the FRB. AtFHLB advances, compared to none at December 31, 2017, there were no outstanding federal funds borrowings and there was no outstanding balance on the line of credit.

2022.

Impact of Inflation and Changing Prices

The Company’s consolidated financial statements and the related notes have been prepared in conformity with GAAP.US GAAP, which generally requires the measurement of financial position and operating results in terms of historical dollars without considering changes in the relative purchasing power of money over time due to inflation. The impact of inflation, if any, is reflected in the increased cost of our operations. Unlike industrial companies, our assets and liabilities are primarily monetary in nature. As a result, changes in market interest rates can have a greater impact on performance than the effects of inflation.

Management of Interest Rate Risk

Qualitative Analysis. A significant form of market risk is interest rate risk. Interest rate risk results from timing differences in the maturity or repricing of our assets, liabilities and off-balance-sheet contracts (i.e., forward loan commitments), the effect of loan prepayments and deposit withdrawals, the difference in the behavior of lending and funding rates arising from the use of different indices and “yield curve risk” arising from changing rate relationships across the spectrum of maturities for constant or variable credit risk investments. In addition to directly affecting net interest income, changes in market interest rates can also affect the amount of new loan originations, the ability of borrowers to repay variable ratevariable-rate loans, the volume of loan prepayments and refinancings, the carrying value of investment securities classified as available-for-sale and the flow and mix of deposits.

The general objective of our interest rate risk management is to determine the appropriate level of risk given our business strategy and then manage that risk in a manner that is consistent with our policy to reduce, to the extent possible, the exposure of our net interest income to changes in market interest rates. Our Asset/Liability Management Committee (“ALCO”), which consists of certain members of senior management, evaluates the interest rate risk inherent in certain assets and liabilities, our operating environment and capital and liquidity requirements, and modifies our lending, investing and deposit gathering strategies accordingly. The Board of Directors’ Asset/Liability Management CommitteeDirectors then reviews the ALCO’s activities and strategies, the effect of those strategies on our net interest margin, and the effect that changes in market interest rates would have on the economic value of our loan and securities portfolios as well as the intrinsic value of our deposits and borrowings, and reports to the full Board of Directors.

We actively evaluate interest rate risk in connection with our lending, investing and deposit activities. In an effort to better manage interest rate risk, we have de-emphasizeddeemphasized the origination of residential mortgage loans, and have increased our emphasis on the origination of nonresidential real estate loans, multi-family mortgage loans, and commercial loans and commercial leases. In addition, depending on market interest rates and our capital and liquidity position, we generally sell all or a portion of our longer-term, fixed-rate residential loans, and usually on a servicing-retained basis. Further, we primarily invest in shorter-duration securities, which generally have lower yields compared to longer-term investments. Shortening the average maturity of our interest-earning assets by increasing our investments in shorter-term loans and securities, as well as loans with variable rates of interest, helps to better match the maturities and interest rates of our assets and liabilities, thereby reducing the exposure of our net interest income to changes in market interest rates. Finally, we have classified all of our entire investment portfolio as available-for-saleavailable-for sale so as to provide flexibility in liquidity management.

We utilize a combination of analyses to monitor the Bank’s exposure to changes in interest rates. The economic value of equity analysis is a model that estimates the change in net portfolio value (“NPV”) over a range of interest rate scenarios. NPV is the discounted present value of expected cash flows from assets, liabilities and off-balance-sheet contracts. In calculating changes in NPV, we assume estimated loan prepayment rates, reinvestment rates and deposit decay rates that seem most likely based on historical experience during prior interest rate changes.

Our net interest income analysis utilizes the data derived from the dynamic GAP analysis, described below, and applies several additional elements, including actual interest rate indices and margins, contractual limitations such as interest rate floors and caps and the U.S. Treasury yield curve as of the balance sheet date. In addition, we apply consistent parallel yield curve shifts (in both directions) to determine possible changes in net interest income if the theoretical yield curve shifts occurred instantaneously. Net interest income analysis also adjusts the dynamic GAP repricing analysis based on changes in prepayment rates resulting from the parallel yield curve shifts.

Our dynamic GAP analysis determines the relative balance between the repricing of assets and liabilities over multiple periods of time (ranging from overnight to five years). Dynamic GAP analysis includes expected cash flows from loans and mortgage-backed



42



securities, applying prepayment rates based on the differential between the current interest rate and the market interest rate for each loan and security type. This analysis identifies mismatches in the timing of asset and liability repricing but does not necessarily provide an accurate indicator of interest rate risk because it omits the factors incorporated into the net interest income analysis.

Quantitative Analysis. The following table sets forth, as of December 31, 2017,2023, the estimated changes in the Bank’s NPV and net interest income that would result from the designated instantaneous parallel shift in the U.S. Treasury yield curve. Computations of prospective effects of hypothetical interest rate changes are based on numerous assumptions including relative levels of market interest rates, loan prepayments and deposit decay, and should not be relied upon as indicative of actual results.

 Estimated Increase (Decrease) in NPV 
Increase (Decrease) in Estimated
Net Interest Income
Change in Interest Rates (basis points)Amount Percent Amount Percent
 (Dollars in thousands)
+400$(27,048) (10.27)% $3,054
 5.85 %
+300(15,054) (5.72) 2,417
 4.63
+200(6,648) (2.53) 1,758
 3.37
+100(1,084) (0.41) 1,062
 2.04
0

 

 

 

-100(9,302) (3.53) (2,467) (4.73)

  

Estimated (Decrease) Increase in NPV

  

Increase (Decrease) in Estimated Net Interest Income

 

Change in Interest Rates (basis points)

 

Amount

  

Percent

  

Amount

  

Percent

 
  

(Dollars in thousands)

 

+400

 $(28,837)  (14.03)% $3,191   5.95%

+300

  (14,616)  (7.11)  2,543   4.74 

+200

  (3,240)  (1.58)  1,908   3.56 

+100

  1,195   0.58   1,126   2.10 

0

                

-100

  7,047   3.43   (573)  (1.07)

-200

  (2,436)  (1.19)  (1,937)  (3.61)

-300

  (18,491)  (8.99)  (4,244)  (7.91)

-400

  (36,932)  (17.97)  (6,984)  (13.02)

The table set forth above indicates that at December 31, 2017,2023, in the event of an immediate 100200 basis point decrease in interest rates, the Bank would be expected to experience a 3.53%1.19% decrease in NPV and a $2.5$1.9 million decrease in net interest income. In the event of an immediate 200 basis point increase in interest rates, the Bank would be expected to experience a 2.53%1.58% decrease in NPV and a $1.8$1.9 million increase in net interest income. This data does not reflect any actions that we may undertake in response to changes in interest rates, such as changes in rates paid on certain deposit accounts based on local competitive factors, which could reduce the actual impact on NPV and net interest income, if any.

Certain shortcomings are inherent in the methodology used in the above interest rate risk measurements. Modeling changes in NPV and net interest income requires that we make certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. The NPV and net interest income table presented above assumes that the composition of our interest-rate-sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and, accordingly, the data does not reflect any actions that we may undertake in response to changes in interest rates, such as changes in rates paid on certain deposit accounts based on local competitive factors. The table also assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration to maturity or the repricing characteristics of specific assets and liabilities. Because of the shortcomings mentioned above, management considers many additional factors such as projected changes in loan and deposit balances and various projected forward interest rate scenarios when evaluating strategies for managing interest rate risk. Accordingly, although the NPV and net interest income table provides an indication of our sensitivity to interest rate changes at a particular point in time, such measurements are not intended to and do not provide a precise forecast of the effect of changes in market interest rates on our net interest income and will differ from actual results.

Liquidity Management

Liquidity Management – Bank. The overall objective of our liquidity management is to ensure the availability of sufficient cash funds to meet all financial commitments and to take advantage of investment opportunities. We manage liquidity in order to meet deposit withdrawals on demand or at contractual maturity, to repay borrowings as they mature, and to fund new loans and investments as opportunities arise.

Our primary sources of funds are deposits, principal and interest payments on loans and securities, and, to a lesser extent, wholesale borrowings, the proceeds from maturing securities and short-term investments, and the proceeds from the sales of loans and securities. TheIn general, the scheduled amortizations of loans, leases and securities, as well as proceeds from borrowings, are predictable sources of funds. Other funding sources, however, such as deposit inflows, mortgage prepayments and mortgage loan sales are greatly influenced by market interest rates, economic conditions and competition.

  We anticipate that we will have sufficient funds available to meet current loan commitments and lines of credit and maturing certificates of deposit that are not renewed or extended. We generally remain fully invested and utilize FHLB advances as an additional source of funds. We had $25.0 million of FHLB advances outstanding at December 31, 2023 and none at December 31, 2022, respectively.

Our cash flows are derived from operating activities, investing activities and financing activities as reported in the Consolidated Statements of Cash Flows in our Consolidated Financial Statements. Our primary investing activities are the origination for investment of one-to-four familymulti-family residential mortgage loans, multi-family mortgagereal estate loans, nonresidential real estate loans, commercial leases, construction and land loans and commercial loansleases and the purchase of investment securities and mortgage-



43



backedmortgage-backed securities. During the years ended December 31, 2017, 20162023 and 2015,2022, our loans and leases originated or purchased for investment (including draws on lines of credit) totaled $663.8 million, $598.7$760.4 million and $509.0 million,$1.252 billion, respectively. Purchases of securities totaled $65.1 million, $65.6$49.2 million and $60.7$136.1 million for the years ended December 31, 2017, 2016,2023 and 2015,2022, respectively. These activities were funded primarily by principal repayments on loans and securities, and the sale of loans and securities.

During the years ended December 31, 2017, 20162023 and 2015,2022, principal repayments on loans (including repayments on lines of credit) totaled $654.7$930.0 million, $495.4 million, and $441.8 million,$1.068 billion, respectively. During the years ended December 31, 2017, 20162023 and 2015,2022, principal repayments onand proceeds from sales of securities totaled $3.4$43.4 million, $5.1 and $1.0 million,, and $7.0 million, respectively. During the years ended December 31, 2017, 20162023 and 2015,2022, proceeds from maturities and sales of securities totaled $75.5$33.7 million $67.8and $2.9 million,, and $59.8 million, respectively. DuringThere were no sales of loans during the yearsyear ended December 31, 2017, 2016 and 2015, the proceeds from the sale of loans held-for-sale totaled $1.4 million, $2.4 million and $3.9 million, respectively.

2023.  

Loan origination commitments totaled $46.6$1.8 million at December 31, 2017,2023, and consisted of $19.2 million$917,000 of fixed-rate loans and $27.4 million$912,000 of adjustable-rate loans. Unused lines of credit and standby letters of credit granted to customers totaled $129.2$123.5 million and $6.8$7.6 million, respectively, at December 31, 2017.2023. At December 31, 2017,2023, there were no commitments to sell mortgages.

Deposit flows are generally affected by the level of market interest rates, the interest rates and other terms and conditions on deposit products offered by our banking competitors, and other factors.factors, including government fiscal stimulus payments to households and businesses. We had net deposit increasesdecreases of $661,000, $126.5$113.3 million and $1.2$113.5 million for the yearsyear ended December 31, 2017, 20162023 and 2015,2022, respectively. Certificates of deposit that are scheduled to mature in one year or less fromat December 31, 20172023 totaled $258.6 million.

$174.9 million.

We anticipate that we will have sufficient funds available to meet current loan commitments and lines of credit and maturing certificates of deposit that are not renewed or extended. We generally remain fully investedmaintain minimum primary and secondary liquidity policies and may utilize additional sources of funds through FHLB advances, of which $60.0$25.0 million were outstanding at December 31, 2017.2023. At December 31, 20172023, we had the ability to borrow an additional $322.2$341.6 million under our credit facilities with the FHLB. Furthermore, weFHLB.  We also have unpledged securities that could be usedthe ability to support borrowings in excesspledge U.S. Treasury Notes and U.S. government-sponsored agencies of $13.8 million.$144.9 million for FHLB advances. Finally, at December 31, 2017,2023, we had a line of credit available with the FRB. At December 31, 2017,2023, there was no outstanding balance on this credit line.

Liquidity Management - Company. The liquidity needs of the Company on an unconsolidated basis consist primarily of operating expenses, dividends to stockholders and stock repurchases. The primary sources of liquidity for the Company currently are $6.4$14.3 million of cash and cash equivalents and any cash dividends it may receive from the Bank.

  In 2020, the Company established a $5.0 million unsecured line of credit with a correspondent bank. Interest is payable at a rate of Prime Rate as published in the Wall Street Journal minus 0.50%, with a minimum rate of 2.40%. The line of credit has been extended since its original maturity date and the current maturity date is March 29, 2024. The line of credit had no outstanding balance at December 31, 2023.  The Company issued $20.0 million of subordinated notes in April of 2021.

During 2017,2023, we paid $10.8$2.4 million to repurchase shares of our common stock and paid $5.2$5.1 million in cash dividends to stockholders, using the dividends received from the Bank.

As of December 31, 2017,2023, we were not aware of any known trends, events or uncertainties that had, or were reasonably likely to have, a material adverse impact on our liquidity. As of December 31, 2017,2023, we had no other material commitments for capital expenditures.

Capital Management

Capital Management - Bank. The overall objectives of our capital management are to ensure the availability of sufficient capital to support loan, deposit and other asset and liability growth opportunities and to maintain capital to absorb unforeseen losses or write-downs that are inherent in the business risks associated with the banking industry. We seek to balance the need for higher capital levels to address such unforeseen risks and the goal to achieve an adequate return on the capital invested by our stockholders.

The Bank is subject to regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can trigger certain mandatory, and possibly additional discretionary, actions by the OCC that, if undertaken, could have a direct material effect on the Bank’s financial statements. UnderThe capital adequacy guidelines and the regulatory framework for prompt corrective action regulations, involve the Bank must meet specific capital guidelines that involve quantitative measuresmeasurement of the Bank’s assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank’s capitalCapital amounts and classificationclassifications are also subject to qualitative judgments by regulators about components,regulators. The failure to meet minimum capital requirements can result in regulatory actions. The net unrealized gain or loss on available-for-sale securities is not included in computing regulatory capital.

The federal banking agencies have developed a “Community Bank Leverage Ratio” (the ratio of a bank’s tangible equity capital to average total consolidated assets) for financial institutions with assets of less than $10 billion. A “qualifying community bank” that exceeds this ratio will be deemed to be in compliance with all other capital and leverage requirements, including the capital requirements to be considered “well capitalized” under Prompt Corrective Action statutes. The federal banking agencies may consider a financial institution’s risk weightings,profile when evaluating whether it qualifies as a community bank for purposes of the capital ratio requirement. The federal banking agencies must set the minimum capital for the new Community Bank Leverage Ratio at not less than 8% and not more than 10%. A banking organization that had a leverage ratio of 9% or greater and met certain other factors.

The promptcriteria could elect to use the Community Bank Leverage Ratio framework. A financial institution can elect to be subject to this new definition, and opt-out of this new definition, at any time. As a qualifying community bank, we elected to be subject to this definition beginning in the second quarter of 2020.  As of December 31, 2023, the Bank's Community Bank Leverage Ratio was 10.85%.

Prompt corrective action regulations provide five classifications, includingclassifications: well-capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. AdequatelyIf only adequately capitalized, institutions require regulatory approval is required to accept brokered deposits. If undercapitalized, a financial institution’s capital distributions are limited, as is asset growth and expansion, are limited, and for the submission of a capital restoration isplans are required.

The Company and the Bank have each adopted Regulatory Capital PlansPolicies that require the Bank to maintaintarget a Tier 1 leverage ratio of at least 7.5% and a total risk-based capital ratio of at least 10.5%. at the Bank. The minimum capital ratios set forth in the Regulatory Capital



44



Plans Policies will be increased and other minimum capital requirements will be established if and as necessary. In accordance with the Regulatory Capital Plans, neither the Company norPolicies, the Bank will not pursue any acquisition or growth opportunity, declare any dividend or conduct any stock repurchase that would cause the Bank's total risk-based capital ratio and/or its Tier 1 leverage ratio to fall below the establishedtargeted minimum capital levels. In addition,levels or the Company will continue to maintain its ability to serve as a source of financial strength tocapital levels required for capital adequacy plus the Bank by holding at least $5.0 million of cash or liquid assets for that purpose.
At December 31, 2017, actual and required capital ratios were:
 Consolidated Actual Ratio 
BankFinancial NA
Actual Ratio
 Required for Capital Adequacy Purposes To be Well-Capitalized under Prompt Corrective Action Provisions
Total capital (to risk-weighted assets)17.06% 16.48% 8.00% 10.00%
Tier 1 (core) capital (to risk-weighted assets)16.33
 15.74
 6.00
 8.00
Common Tier 1 (CET1)16.33
 15.74
 4.50
 6.50
Tier 1 (core) capital (to adjusted total assets)11.49
 11.08
 4.00
 5.00
conservation buffer (“ CCB”). The minimum CCB is 2.5%.  As of December 31, 20172023 the Bank was well-capitalized under the regulatory framework for prompt corrective action. There are no conditions or events that management believes have changed the Bank’s prompt corrective action capitalization category.

Capital Management - Company. Total stockholders’ equity was $197.6$155.4 million at December 31, 2017,2023, compared to $204.8$151.7 million at December 31, 2016.2022. The decreaseincrease in total stockholders’ equity was primarily due to net income of  $9.4 million for the combined impactyear ended December 31, 2023 and a $3.5 million increase, net of tax, of accumulated other comprehensive loss on our securities portfolio, partially offset by our repurchase of 719,573266,716 shares of our common stock during the year ended December 31, 2023 at a total cost of $10.8$2.4 million, and our declaration and payment of cash dividends totaling $5.2$5.1 million during the year ended December 31, 2017. These items were partially offset by net income of $9.0 million that we recorded for the year ended December 31, 2017same period, and the $1.1one-time recording of a cumulative effect of change in accounting principle with the adoption of ASC 326 of $1.7 million impact of the ESOP loan repayment that was made on March 29, 2017.

January 1, 2023.

Cash Dividends. Our Board of Directors declared four quarterly cash dividends totaling $5.2$5.1 million during 2017,2023, consisting of a cash dividend of $0.06$0.10 per share for the firsteach quarter of 2017 and two cash dividends of $0.07 per share for the second and third quarters of 2017 and a $0.08 per share cash dividend for the final quarter of 2017.

2023.

Stock Repurchase Program. On March 30, 2015, the Company announced that its Board had authorized the repurchase of up to 1,055,098 shares of the Company’s common stock, which represented approximately 5% of the Company’s issued and outstanding shares of common stock. On December 28, 2015, the Board increased the number of shares that can be repurchased in accordance with the authorization by an additional 1,046,868 shares. On October 27, 2016, the Board increased the total number of shares authorized for repurchase by an additional 478,789 shares. On July 28, 2017, the Board increased the total number of shares authorized for repurchase by an additional 250,000 shares. On October 26, 2017, the Board extended the expiration date of the repurchase authorization from December 31, 2017 to June 30, 2018. As of December 31, 2017,2023, the Company had repurchased 2,587,7798,070,375 shares of its common stock out of the 2,830,7558,267,771 shares of common stock authorized under the abovecurrent share repurchase authorizations. Since its inception,authorization, as amended and extended from time to time. Pursuant to the Company has repurchased 6,826,913current share repurchase authorization, there were 197,396 shares of its common stock.

Off-Balance-Sheet Arrangements and Aggregate Contractual Obligations
Commitments. As a financial services provider, we routinely are a party to various financial instruments with off-balance-sheet risks, suchstock authorized for repurchase as commitments to extend credit, standby letters of credit, unused lines of credit and commitments to sell loans. While these contractual obligations represent our future cash requirements, a significant portion of commitments to extend credit may expire without being drawn upon. Such commitments are subject to the same credit policies and approval process afforded to loans that we make. Although we consider commitments to extend credit in determining our allowance for loan losses, at December 31,  2017, we had made no provision for losses on commitments to extend credit, and had no specific or general allowance for losses on such commitments, as we have had no historical loss experience with commitments to extend credit and we believed that no probable and reasonably estimable losses were inherent in our portfolio as a result of our commitments to extend credit. For additional information, see Note 14 of the "Notes to Consolidated Financial Statements" in Item 8 of this Annual Report on Form 10-K.

2023.


36
45



Contractual Obligations. In the ordinary course of our operations, we enter into certain contractual obligations. Such obligations include operating leases for premises and equipment.
The following table summarizes our significant fixed and determinable contractual obligations and other funding needs by payment date at December 31, 2017. The payment amounts represent those amounts due to the recipient and do not include any unamortized premiums or discounts or other similar carrying amount adjustments.
 Payments Due by Period
 
Less than
One Year
 
One to
Three
Years
 
Three to
Five Years
 
More than
Five Years
 Total
 (Dollars in thousands)
Contractual Obligations         
Certificates of deposit$258,567
 $85,177
 $12,214
 $
 $355,958
Borrowings60,000
 
 
 
 60,000
Standby letters of credit6,747
 10
 
 
 6,757
Operating leases497
 930
 955
 3,753
 6,135
Total$325,811
 $86,117
 $13,169
 $3,753
 $428,850
Commitments to extend credit$175,822
 $
 $
 $
 $175,822

Critical Accounting Policies

Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties, and could potentially result in materially different results under different assumptions and conditions. We believe that the most critical accounting policies upon which our financial condition and results of operation depend, and which involve the most complex subjective decisions or assessments, are as follows:

Allowance for LoanCredit Losses. Arriving at an appropriate level of The allowance for loancredit losses involvesrepresents management’s estimate of expected credit losses over the life of a high degree of judgment. Our allowance for loan losses provides for probable incurred losses based upon evaluations of known and inherent risks infinancial asset carried at amortized cost. Determining the loan portfolio. We review the level of the allowance on a quarterly basis and establish the provision for loan losses based upon historical loan loss experience, the nature and volume of the loan portfolio, information about specific borrower situations, estimated collateral values, economic conditions and other factors to assess the adequacyamount of the allowance for loan losses. Amongcredit losses is considered a critical accounting estimate because it requires significant judgment and the materialuse of estimates that we must makerelated to establish the allowance are loss exposure at default;fair value of the underlying collateral and amount and timing of expected future cash flows on affected loans; the valueindividually assessed financial assets, estimated credit losses on pools of collateral;loans with similar risk characteristics, and a determinationconsideration of loss factors to be applied to the various elementsreasonable and supportable forecasts of the loan portfolio. Allmacroeconomic conditions, all of these estimateswhich are susceptible to significant change. Although we believe that we use the best information available to us to establish theThe Company also maintains an allowance for lending-related commitments, specifically unfunded loan commitments, which relates to certain amounts the Company is committed to lend (not unconditionally cancelable) but for which funds have not yet been disbursed.

Loans deemed uncollectible are charged against and reduce the allowance. A provision for credit losses future adjustmentsis charged to the allowance may be necessary if borrower financial, collateral valuation or economic conditions differ substantially from the informationcurrent expense and assumptions used in making the evaluation. In addition, as an integral part of their supervisory and/or examination process, our regulatory agencies periodically review the methodology and sufficiency of the allowance for loan losses. These agencies may require us to recognize additions to the allowance based on their inclusion, exclusion or modification of risk factors or differences in judgments of information available to them at the time of their examination. A large loss could deplete the allowance and require increased provisionsacts to replenish the ACL in order to maintain the allowance which would negatively affect earnings.

at a level that management deems adequate. Determining the allowance involves significant judgments and assumptions by management. Because of the nature of the judgments and assumptions made by management, actual results may differ from these judgments and assumptions.

Income Taxes.We consider accounting for income taxes a critical accounting policy due to the subjective nature of certain estimates that are involved in the calculation.  We use the asset/liability method of accounting for income taxes in which deferred tax assets and liabilities are established for the temporary differences between the financial reporting basis and the tax basis of our assets and liabilities. Under US GAAP, a deferred tax asset valuation allowance is required to be recognized if it is “more likely than not” that the deferred tax asset will not be realized. The determination of the realizability of the deferred tax assets is dependent upon judgments made following management’s periodic evaluation of all available positive and negative evidence, including prior pre-tax losses and the events or conditions that caused them, forecasts of future taxable income, and current and future economic and business conditions.  The Company reversed its

As of December 31, 2023, we had an NOL carryforward for Illinois, which begins to expire in 2031 and fully expires in 2033 pursuant to changes to Illinois law enacted in 2021. In 2023, we fell short of our Business Plan projection for purposes of deferred tax asset (“DTA”) valuation allowanceutilization analysis but in 2022 we exceeded our Business Plan projections for such purposes. Based on our long-term business plan projections, we expect that we will fully utilize the Illinois NOL carryforward before it expires in 2033.  We also performed a stress analysis of our projections as of December 31, 2014 due to management’s determinationthe key known variable in our analysis and determined that we fully utilize the Illinois NOL carryforward by 2033. Based on our 2023 and 2022 business plan performance, we concluded it wasis more likely than not that we will be able to achieve the Company’s DTA would be realized. The determination resulted from management’s consideration of all available negative and positive evidence.



46



Although we determined a valuation allowance was notbusiness plan performance required for any deferred tax assets at December 31, 2017 and 2016, there is no guarantee that a valuation allowance will not be required into fully utilize the future.
ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Illinois NOL carryforward by 2033.

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

For information regarding market risk see Item 7 - “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Management of Interest Rate Risk.”



47



ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of BankFinancial Corporation is responsible for establishing and maintaining effective internal control over financial reporting.

Management evaluates the effectiveness of internal control over financial reporting and tests for reliability of recorded financial information through a program of ongoing internal audits. Any system of internal control, no matter how well designed, has inherent limitations, including the possibility that a control can be circumvented or overridden and misstatements due to error or fraud may occur and not be detected. Also, because of changes in conditions, internal control effectiveness may vary over time. Accordingly, even an effective system of internal control will provide only reasonable assurance with respect to financial statement preparation.

The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Management assessed the Company’s internal control over financial reporting as of December 31, 2017,2023, as required by Section 404 of the Sarbanes-Oxley Act of 2002, based on the criteria for effective internal control over financial reporting described in the “2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.” Based on this assessment, management concludes that, as of December 31, 2017,2023, the Company’s internal control over financial reporting is effective.

The Company’s independent registered public accounting firm has issued their report on the effectiveness of the Company’s internal control over financial reporting. That report follows under the heading, Report of Independent Registered Public Accounting Firm.

/s/ F. Morgan Gasior

/s/ Paul A. Cloutier

F. Morgan Gasior

Paul A. Cloutier

Chairman of the Board, Chief Executive Officer and President

Executive Vice President and Chief Financial Officer



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Stockholders and the Board of Directors

BankFinancial Corporation
Burr Ridge, Illinois
Opinions

Opinion on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheetsstatements of financial condition of BankFinancial Corporation and Subsidiary (the "Company")Company) as of December 31, 20172023 and 2016,2022, the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows for each of the years in the three-year periodthen ended, December 31, 2017, and the related notes to the consolidated financial statements (collectively, referred to as the "financial statements")financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 20172023 and 2016,2022, and the results of its operations and its cash flows for each of the years in the three-year periodthen ended, December 31, 2017 in conformity with accounting principles generally accepted in the United States of America. Also

Adoption of New Accounting Standard

As discussed in our opinion,Note 1 to the financial statements, the Company maintained, in all material respects, effective internal control overhas changed its method of accounting for credit losses on financial reporting as ofinstruments during the year ended December 31, 2017, based2023, due to the adoption of Accounting Standards Update No. 2016-13, Financial Instruments Credit Losses (Topic 326) Measurement of Credit Losses on criteria established in Internal Control - Integrated Framework: (2013) issued by COSO.

Financial Instruments.

Basis for Opinions

The Company’s management is responsible for theseOpinion

These financial statements for maintaining effective internal control over financial reporting, and for its assessmentare the responsibility of the effectiveness of internal control over financial reporting, included in the accompanying Report of Management on Internal Control Over Financial Reporting.Company’s management. Our responsibility is to express an opinion on the Company’s financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the auditsaudit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effectivefraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting was maintained in all material respects.

Our auditsbut not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial statementsreporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reportingopinion.

Critical Audit Matter

The critical audit matter communicated below is a process designed to provide reasonable assurance regardingmatter arising from the reliabilitycurrent period audit of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertainwas communicated or required to be communicated to the maintenance of recordsaudit committee and that: (1) relates to accounts or disclosures that in reasonable detail, accurately and fairly reflectare material to the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effectany way our opinion on the financial statements.


statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Allowance for Credit LossesLoans

As described in Notes 1 and 4 to the consolidated financial statements, the allowance for credit losses is established through a provision for credit losses and represents an amount which, in management’s judgement, will be adequate to absorb losses in the loan portfolio based on historical experience, current conditions and reasonable and supportable forecasts. The loan portfolio is segmented into pools of loans that share similar characteristics such that quantitative methodologies and qualitative adjustment factors for estimating the allowance for credit losses is constructed for each segment. Additionally, a specific loss reserve is established for individually evaluated loans which do not share similar risk characteristics with the pooled loan segments. The Company’s allowance for credit losses balance was $8.3 million at December 31, 2023, which consisted of an allowance for credit losses for pooled loans ($8.3 million) and a specific loss reserve for individually evaluated loans ($0). Management estimates the allowance for credit losses for pooled loans utilizing a discounted cash flow (DCF) method. The DCF method estimates a probability of default with a loss given default applied to future cash flows that are adjusted to present value. The Company uses historical credit loss history that is then adjusted by reasonable and supportable forecasts that incorporate peer data and third party economic forecasts on a quantitative and qualitative basis. Reasonable and supportable forecasts consider the macroeconomic factors that are most relevant to evaluating and predicting expected credit losses. Qualitative factors that are likely to cause estimated credit losses to differ from historical loss experience, include but are not limited to: changes in lending policies, national and local economic conditions, nature and volume of loan portfolio, experience of lending management, volume and severity of past due loans, quality of the organization’s loan review system, value of underlying collateral, concentrations in credit, and other external factors. The development of probability of default, loss given default, reasonable and supportable forecasts, and qualitative adjustments are inherently subjective as they require estimates that are susceptible to significant revision as more information becomes available.


38
49



Because

We identified specific elements of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projectionsthe determination of any evaluationthe allowance for credit losses for pooled loans as a critical audit matter as auditing the underlying development of effectivenessprobability of default, loss given default, reasonable and supportable forecasts, and qualitative factor adjustments required significant auditor judgment, as amounts determined by management rely on analysis that are inherently subjective as they require estimates that are susceptible to future periods are subjectsignificant revision as more information becomes available.

Our audit procedures related to the risk that controls may become inadequate becausedetermination of changes in conditions, or that the degreeallowance for credit losses for pooled loans, specifically the development of compliance withprobability of default, loss given default, reasonable and supportable forecasts, and qualitative factor adjustments, included the policies or procedures may deteriorate.

following, among others:

We obtained an understanding of the relevant controls related to the allowance for credit losses and tested such controls for design and operating effectiveness, including controls related to management’s development, review and approval of the probability of default, loss given default, reasonable and supportable forecasts and qualitative factor adjustments, and the completeness and accuracy of data used in establishing these assumptions.

We tested the completeness and accuracy of data used by management in determining the probability of default and loss given default by agreeing this data to internal and external source information, as applicable.

We evaluated the reasonableness of the reasonable and supportable forecasts utilized by management by evaluating its appropriateness and comparing them to external information.

We tested the completeness and accuracy of information, evaluated its appropriateness and agreed the qualitative factor adjustments included in the allowance for credit losses – loans calculation to independently sourced information, or when appropriate, data provided by management.

/s/ Crowe HorwathRSM US LLP

We have served as the Company's auditor since 1989

Oak Brook,2019.

Chicago, Illinois

February 23, 2018


March 1, 2024

BANKFINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(In thousands, except share and per share data)

  

December 31,

 
  

2023

  

2022

 

Assets

        

Cash and due from other financial institutions

 $19,781  $12,046 

Interest-bearing deposits in other financial institutions

  158,703   54,725 

Cash and cash equivalents

  178,484   66,771 

Securities, at fair value

  182,716   210,338 

Loans receivable, net of allowance for credit losses: December 31, 2023, $8,345 and December 31, 2022, $8,129

  1,050,761   1,226,743 

Foreclosed assets, net

  2,777   476 

Stock in Federal Home Loan Bank ("FHLB") and Federal Reserve Bank ("FRB"), at cost

  7,490   7,490 

Premises held-for-sale

  523    

Premises and equipment, net

  22,950   24,956 

Accrued interest receivable

  7,542   7,338 

Bank-owned life insurance

  18,469   18,815 

Deferred taxes

  4,512   5,480 

Other assets

  11,160   7,035 

Total assets

 $1,487,384  $1,575,442 
         

Liabilities

        

Deposits

        

Noninterest-bearing

 $260,851  $280,625 

Interest-bearing

  1,000,772   1,094,309 

Total deposits

  1,261,623   1,374,934 

Borrowings

  25,000    

Subordinated notes, net of unamortized issuance costs

  19,678   19,634 

Advance payments by borrowers for taxes and insurance

  9,003   8,674 

Accrued interest payable and other liabilities

  16,697   20,529 

Total liabilities

  1,332,001   1,423,771 

Commitments and contingent liabilities

          

Stockholders’ equity

        

Preferred stock, $0.01 par value, 25,000,000 shares authorized, none issued or outstanding

      

Common stock, $0.01 par value, 100,000,000 shares authorized; 12,475,881 shares issued at December 31, 2023 and 12,742,597 shares issued at December 31, 2022

  125   127 

Additional paid-in capital

  83,457   85,848 

Retained earnings

  74,426   71,808 

Accumulated other comprehensive income

  (2,625)  (6,112)

Total stockholders’ equity

  155,383   151,671 

Total liabilities and stockholders’ equity

 $1,487,384  $1,575,442 


 December 31,
 2017 2016
Assets   
Cash and due from other financial institutions$13,572
 $13,053
Interest-bearing deposits in other financial institutions114,020
 83,631
Cash and cash equivalents127,592
 96,684
Securities, at fair value93,383
 107,212
Loans receivable, net of allowance for loan losses:
December 31, 2017, $8,366 and December 31, 2016, $8,127
1,314,651
 1,312,952
Other real estate owned, net2,351
 3,895
Stock in Federal Home Loan Bank and Federal Reserve Bank, at cost8,290
 11,650
Premises held-for-sale5,667
 
Premises and equipment, net24,856
 31,413
Accrued interest receivable4,619
 4,381
Core deposit intangible286
 782
Bank owned life insurance22,859
 22,594
Deferred taxes12,563
 22,411
Other assets8,441
 6,063
Total assets$1,625,558
 $1,620,037
    
Liabilities   
Deposits   
Noninterest-bearing$234,354
 $249,539
Interest-bearing1,105,697
 1,089,851
Total deposits1,340,051
 1,339,390
Borrowings60,768
 51,069
Advance payments by borrowers for taxes and insurance11,645
 11,041
Accrued interest payable and other liabilities15,460
 13,757
Total liabilities1,427,924
 1,415,257
Commitments and contingent liabilities

 

Stockholders’ equity   
Preferred Stock, $0.01 par value, 25,000,000 shares authorized, none issued or outstanding
 
Common Stock, $0.01 par value, 100,000,000 shares authorized; 17,958,723 shares issued at December 31, 2017 and 19,233,760 shares issued at December 31, 2016179
 192
Additional paid-in capital153,811
 173,047
Retained earnings43,274
 39,483
Unearned Employee Stock Ownership Plan shares
 (8,318)
Accumulated other comprehensive income370
 376
Total stockholders’ equity197,634
 204,780
Total liabilities and stockholders’ equity$1,625,558
 $1,620,037


See accompanying notes to the consolidated financial statements

BANKFINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share data)

  

For the years ended December 31,

 
  

2023

  

2022

 

Interest and dividend income

        

Loans, including fees

 $56,699  $48,562 

Securities

  3,707   2,658 

Other

  5,749   4,076 

Total interest income

  66,155   55,296 

Interest expense

        

Deposits

  12,552   3,687 

Borrowings and Subordinated notes

  1,774   794 

Total interest expense

  14,326   4,481 

Net interest income

  51,829   50,815 
         

Provision for credit losses - loans

  395   1,828 

Recovery of credit losses - unfunded commitments

  (82)   

Provision for credit losses

  313   1,828 
         

Net interest income after provision for credit losses

  51,516   48,987 
         

Noninterest income

        

Deposit service charges and fees

  3,318   3,271 

Loan servicing fees

  532   590 

Trust and insurance commissions and annuities income

  1,280   1,153 

Losses on sales of securities

  (454)   

Gain on sale of premises and equipment

  9    

Valuation adjustment on bank premises held-for-sale

  (602)   

Loss on bank-owned life insurance

  (346)  (39)

Bank-owned life insurance death benefit

     446 

Other

  680   555 

Total noninterest income

  4,417   5,976 
         

Noninterest expense

        

Compensation and benefits

  22,232   21,576 

Office occupancy and equipment

  8,052   7,981 

Advertising and public relations

  762   690 

Information technology

  3,732   3,566 

Professional fees

  1,330   1,292 

Supplies, telephone, and postage

  1,254   1,393 

FDIC insurance premiums

  865   467 

Other

  4,954   4,163 

Total noninterest expense

  43,181   41,128 

Income before income taxes

  12,752   13,835 

Income tax expense

  3,359   3,341 

Net income

 $9,393  $10,494 

Basic and diluted earnings per common share

 $0.74  $0.80 

Basic and diluted weighted average common shares outstanding

  12,622,882   13,071,742 

 For the years ended December 31,
 2017 2016 2015
Interest and dividend income     
Loans, including fees$53,227
 $49,025
 $47,488
Securities1,474
 1,228
 1,141
Other1,478
 675
 333
Total interest income56,179
 50,928
 48,962
Interest expense     
Deposits5,438
 3,865
 2,794
Borrowings651
 105
 20
Total interest expense6,089
 3,970
 2,814
Net interest income50,090
 46,958
 46,148
Recovery of loan losses(87) (239) (3,206)
Net interest income after recovery of loan losses50,177
 47,197
 49,354
Noninterest income     
Deposit service charges and fees2,250
 2,254
 2,248
Other fee income2,029
 2,052
 2,143
Insurance commissions and annuities income251
 302
 386
Gain on sale of loans, net76
 75
 102
Gain on sale of securities (includes $46 accumulated other comprehensive income reclassifications for unrealized net gains on available for sale securities for the year ended December 31, 2016)
 46
 
Loan servicing fees248
 276
 354
Amortization and impairment of servicing assets(109) (112) (140)
Earnings on bank owned life insurance265
 207
 194
Trust720
 674
 712
Other678
 771
 692
Total noninterest income6,408
 6,545
 6,691
Noninterest expense     
Compensation and benefits21,767
 22,755
 22,222
Office occupancy and equipment6,623
 6,380
 6,522
Advertising and public relations1,004
 870
 991
Information technology2,743
 2,892
 2,669
Supplies, telephone, and postage1,366
 1,364
 1,586
Amortization of intangibles496
 523
 550
Nonperforming asset management340
 399
 681
Operations of other real estate owned923
 846
 1,063
FDIC insurance premiums587
 755
 904
Other4,542
 4,758
 4,757
Total noninterest expense40,391
 41,542
 41,945
Income before income taxes16,194
 12,200
 14,100
Income tax expense7,190
 4,698
 5,425
Net income$9,004
 $7,502
 $8,675
Basic earnings per common share$0.49
 $0.40
 $0.44
Diluted earnings per common share$0.49
 $0.39
 $0.44
Weighted average common shares outstanding18,279,899
 18,987,951
 19,918,003
Diluted weighted average common shares outstanding18,280,336
 19,047,139
 19,921,519

See accompanying notes to the consolidated financial statements

BANKFINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

  

For the years ended December 31,

 
  

2023

  

2022

 

Net income

 $9,393  $10,494 

Unrealized holding gain (loss) on securities arising during the period

  4,260   (8,370)

Tax effect

  (1,108)  2,178 

Unrealized holding gain (loss) on securities, net of tax

  3,152   (6,192)

Reclassification adjustment for loss included in net income

  454    

Tax effect, included in income tax expense

  (119)   

Reclassification adjustment for loss included in net income, net of tax

  335    

Other comprehensive gain (loss), net of tax

  3,487   (6,192)

Comprehensive income

 $12,880  $4,302 

 For the years ended December 31,
 2017 2016 2015
Net income$9,004
 $7,502
 $8,675
Unrealized holding loss on securities arising during the period(102) (233) (339)
Tax effect36
 90
 129
Net of tax(66) (143) (210)
Reclassification adjustment for gain included in net income
 (46) 
Tax effect, included in income tax expense
 18
 
Reclassification adjustment for (gain) included in net income, net of tax
 (28) 
Other comprehensive loss(66) (171) (210)
Comprehensive income$8,938
 $7,331
 $8,465


See accompanying notes to the consolidated financial statements

BANKFINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(In thousands, except shares and per share data)

  Common Stock  Additional Paid-in Capital  Retained Earnings  

Accumulated Other Comprehensive Income (Loss)

  

Total

 

Balance at January 1, 2022

 $132  $90,709  $66,545  $80  $157,466 

Net income

        10,494      10,494 

Other comprehensive loss, net of tax effect

           (6,192)  (6,192)

Repurchase and retirement of common stock (485,888 shares)

  (5)  (4,861)        (4,866)

Cash dividends declared on common stock ($0.40 per share)

        (5,231)     (5,231)

Balance at December 31, 2022

 $127  $85,848  $71,808  $(6,112) $151,671 

Cumulative effect of change in accounting principle

        (1,719)     (1,719)

Net income

        9,393      9,393 

Other comprehensive loss, net of tax effect

           3,487   3,487 

Repurchase and retirement of common stock (266,716 shares)

  (2)  (2,391)        (2,393)

Cash dividends declared on common stock ($0.40 per share)

        (5,056)     (5,056)

Balance at December 31, 2023

 $125  $83,457  $74,426  $(2,625) $155,383 


 
Common
Stock
 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Unearned
Employee
Stock
Ownership
Plan
Shares
 
Accumulated
Other
Comprehen-sive
Income
 Total
Balance at January 1, 2015$211
 $193,845
 $31,584
 $(10,276) $757
 $216,121
Net income
 
 8,675
 
 
 8,675
Other comprehensive loss, net of tax effect
 
 
 
 (210) (210)
Repurchase and retirement of common stock (804,649 shares)(8) (9,962) 
 
 
 (9,970)
Nonvested stock awards-stock-based compensation expense
 657
 
 
 
 657
Cash dividends declared on common stock ($0.20 per share)
 
 (4,145) 
 
 (4,145)
ESOP shares earned
 257
 
 979
 
 1,236
Balance at December 31, 2015203
 184,797
 36,114
 (9,297) 547
 212,364
Net income
 
 7,502
 
 
 7,502
Other comprehensive loss, net of tax effect
 
 
 
 (171) (171)
Repurchase and retirement of common stock (1,063,557 shares)(11) (13,204) 
 
 
 (13,215)
Nonvested stock awards-stock-based compensation expense
 982
 
 
 
 982
Cash dividends declared on common stock ($0.21 per share)
 
 (4,133) 
 
 (4,133)
ESOP shares earned
 472
 
 979
 
 1,451
Balance at December 31, 2016192
 173,047
 39,483
 (8,318) 376
 204,780
Net income
 
 9,004
 
 
 9,004
Other comprehensive loss, net of tax effect
 
 
 
 (66) (66)
Reclassification for the Tax Cuts and Jobs Act
 
 (60) 
 60
 
Net exercise of stock options (198,026 shares)2
 (1,239) 
 
 
 (1,237)
Prepayment of ESOP Share Acquisition Loan(8) (7,185) 
 8,318
 
 1,125
Repurchase and retirement of common stock (719,573 shares)(7) (10,812) 
 
 
 (10,819)
Cash dividends declared on common stock ($0.28 per share)
 
 (5,153) 
 
 (5,153)
Balance at December 31, 2017$179
 $153,811
 $43,274
 $
 $370
 $197,634

See accompanying notes to the consolidated financial statements

BANKFINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

  

For the years ended December 31,

 
  

2023

  

2022

 

Cash flows from operating activities

        

Net income

 $9,393  $10,494 

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

        

Provision for credit losses - loans

  395   1,828 

Recovery of credit losses - unfunded commitments

  (82)   

Depreciation and amortization

  1,541   1,262 

Net change in net deferred loan origination costs

  (86)  (1,301)

Losses on sales of securities

  454    

Valuation adjustments on bank premises held-for-sale

  602    

Gain on disposal of premises and equipment

  (9)   

Loss on sale of foreclosed assets

  15   22 

Foreclosed assets write-downs

  70    

Foreclosed assets valuation adjustments

  111   31 

Loss on bank-owned life insurance

  346   39 

Net change in:

        

Deferred income tax

  347   (237)

Accrued interest receivable

  (204)  (2,690)

Other assets

  1,849   1,824 

Accrued interest payable and other liabilities

  (5,521)  (1,978)

Net cash from operating activities

  9,221   9,294 

Cash flows from (used in) investing activities

        

Securities

        

Proceeds from maturities

  33,736   2,888 

Proceeds from principal repayments

  765   1,018 

Proceeds from sale of securities

  42,631    

Purchases of securities

  (49,151)  (136,071)

Net change in loans receivable

  170,764   (183,925)

Bank-owned life insurance death benefit

     275 

Proceeds from sale of foreclosed assets

  362   987 

Proceeds from sale of premises and equipment

  690    

Purchase of premises and equipment, net

  (1,874)  (1,944)

Net cash from (used in) investing activities

  197,923   (316,772)

Cash flows used in financing activities

        

Net change in:

        

Deposits

  (113,311)  (113,497)

Advance payments by borrowers for taxes and insurance

  329   681 

Proceeds from Federal Home Loan Bank advances

  35,000    

Repayments of Federal Home Loan Bank advances

  (10,000)  (5,000)

Repurchase and retirement of common stock

  (2,393)  (4,866)

Cash dividends paid on common stock

  (5,056)  (5,231)

Net cash used in financing activities

  (95,431)  (127,913)

Net change in cash and cash equivalents

  111,713   (435,391)

Beginning cash and cash equivalents

  66,771   502,162 

Ending cash and cash equivalents

 $178,484  $66,771 
         

Supplemental disclosures of cash flow information:

        

Interest paid

 $14,077  $4,468 

Income taxes paid

  3,290   3,518 

Income taxes refunded

  22   8 

Assets transferred to premises held-for-sale

  1,799    

Loans transferred to foreclosed assets

  2,859   791 

Due from broker

  4,500    

Recording of right of use asset in exchange for lease obligations in other assets and other liabilities

  1,354    

 For the years ended December 31,
 2017 2016 2015
Cash flows from operating activities     
Net income$9,004
 $7,502
 $8,675
Adjustments to reconcile to net income to net cash from operating activities     
Recovery of loan losses(87) (239) (3,206)
Prepayment of ESOP Share Acquisition Loan1,125
 
 
ESOP shares earned
 1,451
 1,236
Stock–based compensation expense
 982
 657
Depreciation and amortization3,789
 3,777
 3,682
Amortization and accretion on securities and loans(123) (280) (312)
Amortization of intangibles496
 523
 550
Amortization and impairment of servicing assets109
 112
 140
Net change in net deferred loan origination costs397
 (42) (422)
Net (gain) loss on sale of other real estate owned45
 (128) (59)
Net gain on sale of loans(76) (75) (102)
Net gain on sale of securities
 (46) 
Net (gain) loss on disposition of premises and equipment
 (38) 1
Loans originated for sale(1,288) (2,310) (3,838)
Proceeds from sale of loans1,364
 2,385
 3,940
Other real estate owned valuation adjustments333
 314
 548
Net change in:     
Deferred income tax9,848
 4,390
 5,079
Accrued interest receivable(238) (155) (300)
Earnings on bank owned life insurance(265) (207) (194)
Other assets(3,406) (1,418) 659
Accrued interest payable and other liabilities1,703
 2,443
 (1,852)
Net cash from operating activities22,730
 18,941
 14,882
Cash flows from investing activities     
Securities     
Proceeds from maturities75,460
 67,734
 59,804
Proceeds from principal repayments3,388
 5,102
 6,984
Proceeds from sales of securities
 46
 
Purchases of securities(65,128) (65,617) (60,744)
Loans receivable     
Loan participations sold3,615
 6,195
 3,350
Principal payments on loans receivable654,702
 495,391
 441,820
Purchases of loans(23,451) (54,970) 
Originated for investment(640,340) (543,740) (509,018)
Proceeds from sale of loans
 14,746
 
Proceeds of redemption of Federal Home Loan Bank stock3,514
 
 
Purchase of Federal Home Loan Bank and Federal Reserve Bank stock(154) (5,393) 
Proceeds from sale of other real estate owned3,932
 4,181
 4,733
Purchase of premises and equipment, net(1,133) (696) (542)
Net cash from (used in) investing activities14,405
 (77,021) (53,613)

(Continued)

55



BANKFINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

 For the years ended December 31,
 2017 2016 2015
Cash flows from financing activities     
Net change in deposits$661
 $126,471
 $1,206
Net change in borrowings9,699
 (13,249) 51,397
Net change in advance payments by borrowers for taxes and insurance604
 (487) 39
Repurchase and retirement of common stock(10,819) (13,215) (9,970)
Cash dividends paid on common stock(5,153) (4,133) (4,145)
Shares retired for tax liability(1,219) 
 
Net cash from (used in) financing activities(6,227) 95,387
 38,527
Net change in cash and cash equivalents30,908
 37,307
 (204)
Beginning cash and cash equivalents96,684
 59,377
 59,581
Ending cash and cash equivalents$127,592
 $96,684
 $59,377
      
Supplemental disclosures of cash flow information:     
Interest paid$6,044
 $3,907
 $2,844
Income taxes paid427
 289
 363
Income taxes refunded6
 9
 7
Loans transferred to other real estate owned2,766
 1,251
 5,875
Premises transferred to held-for-sale5,667
 
 



See accompanying notes to the consolidated financial statements

BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands, except share and per share data)


NOTE 1– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Basis of Presentation: BankFinancial Corporation, a Maryland corporation headquartered in Burr Ridge, Illinois, (the “Company”), is the owner of all of the issued and outstanding capital stock of BankFinancial, National Association (the “Bank”). BankFinancial Corporation is a registered Bank Holding Company and its wholly-owned bank subsidiary is operating as BankFinancial, National Association.

Principles of Consolidation: The consolidated financial statements include the accounts of and transactions of BankFinancial Corporation, the Bank, and the Bank’s wholly-owned subsidiaries, Financial Assurance Services, Inc. and BFIN Asset Recovery Company, LLC (formerly BF Asset Recovery Corporation) (collectively, “the Company”) and have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”). All significant intercompany accounts and transactions have been eliminated.

Nature of Business: The Company’s revenues, operating income, and assets are primarily from the banking industry. Loan origination customers are mainly located in the greater Chicago metropolitan area. To supplement loan originations, the Company purchases mortgage loans. The loan portfolio is concentrated in loans that are primarily secured by real estate.

Use of Estimates: To prepareThe preparation of the consolidated financial statements in conformity with US GAAP requires management makesto make estimates and assumptions based on available information. These estimates and assumptionsthat affect the amounts reported in the consolidated financial statements and accompanying notes. Although these estimates and assumptions are based on the disclosures provided,best available information, actual information, and actual results could differ.

differ from those estimates.

Subsequent events: The Company has evaluated subsequent events for potential recognition and/or disclosures through the date the consolidated financial statements included in this Annual Report on Form 10-K were issued. 

Interest-bearing Deposits in Other Financial Institutions: Interest-bearing deposits in other financial institutions maturing in less than 90 days are carried at cost.

Cash Flows: Cash and cash equivalents include cash, deposits with other financial institutions maturing in less than 90 days, and daily federal funds sold. Net cash flows are reported for customer loan and deposit transactions, interest bearing deposits in other financial institutions, borrowings, and advance payments by borrowers for taxes and insurance.

Securities: Debt securities are classified as available-for-sale when they might be sold before maturity. Equity securities with readily determinable fair values are classified as available-for-sale. Securities available-for-sale are carried at fair value, with unrealized holding gains and losses reported in other comprehensive income (loss), net of tax.  Interest income includes amortization of purchase premium or discount. Premiums and discounts on securities are amortized on the level-yield method without anticipating prepayments, except for mortgage-backed securities where prepayments are anticipated. Gains and losses on sales are based on the amortized cost of the security sold. DeclinesRealized gains and losses from sales are included in other non-interest income. Securities available-for-sale in an unrealized loss position, are evaluated to determine whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency and any adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value of securities below their cost that are other-than-temporary are reflected as realized losses. In determining if losses are other-than-temporary, management considers: (1) the length of time and extent that fair value has beenis less than the amortized cost or adjusted cost,basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income.  Adjustments to the allowance are reported in our income statement as applicable, (2) the financial condition and near term prospectsa component of the issuer, and (3) whether the Company has the intent to sell the debt security or it is more likely than not that the Company will be required to sell the debt security before the anticipated recovery.

provision for credit losses.

Securities also include investments in certificates of deposit with maturities of greater than 90 days. These certificates of deposit are placed with insured institutions for varying maturities and amounts that are fully insured by the Federal Deposit Insurance Corporation (“FDIC”).

Federal Home Loan Bank (“FHLB”) Stock: The Bank is a member of the FHLB system. Members are required to own a certain amount of stock based on the level of borrowings and other factors, and may invest in additional amounts. FHLB stock is carried at cost, classified as a restricted security, and periodically evaluated for impairment based on ultimate recovery of par value. Both cash and stock dividends are reported as income.

Federal Reserve Bank (“FRB”) Stock: The Bank is a member of its regional Federal Reserve Bank. FRB stock is carried at cost, classified as a restricted security, and periodically evaluated for impairment based on ultimate recovery of par value. Both cash and stock dividends are reported as income.

Loans and Loan Income: Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding, net of the allowance for loancredit losses, premiums and discounts on loans purchased, and net deferred fees and loan costs. Interest income on loans is recognized in income over the term of the loan based on the amount of principal outstanding.

Premiums and discounts associated with loans purchased are amortized over the contractual term of the loan using the level–yield method. Loan origination fees, net of certain direct origination costs, are deferred and recognized in interest income using the level‑yieldlevel-yield method without anticipating prepayments.



57


BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)

NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Interest income is reported on the interest method. Interest income is generally discontinued at the timeearlier of when a loan is 90 days past due or when we do not expect to receive full payment of interest or principal. Past due status is based on the contractual terms of the loan.

BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands, except share and per share data)

NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

All interest accrued but not received for loans that have been placed on nonaccrual status is reversed against interest income. Interest received on such loans is accounted for on the cash–basis or cost–recovery method until qualifying for return to accrual status. Once a loan is placed on nonaccrual status, the borrower must generally demonstrate at least six months of payment performance before the loan is eligible to return to accrual status. Generally, the Company utilizes the “90“90 days delinquent, still accruing” category of loan classification when: (1)(1) the loan is repaid in full shortly after the period end date; (2)(2) the loan is well secured and there are no asserted or pending legal barriers to its collection; or (3)(3) the borrower has remitted all scheduled payments and is otherwise in substantial compliance with the terms of the loan, but the processing of payments actually received or the renewal of a loan has not occurred for administrative reasons.

Impaired Loans: Impaired loans consist of nonaccrual loans and troubled debt restructurings (“TDRs”). A loan is considered impaired when, based on current information and events, management believes that it is probable that we will be unable to collect all amounts due (both principal and interest) according to the original contractual terms of the loan agreement. Once a loan is determined to be impaired, the amount of impairment is measured based on the loan's observable fair value, the fair

Factored Receivables:The Company purchases invoices from its factoring customers in schedules or batches. The face value of the underlying collateral less selling costs ifinvoices purchased or amount advanced is recorded by the loan is collateral-dependent, orCompany as factored receivables, and the present value of expected future cash flows discounted at the loan's effective interest rate. If the measurementunadvanced portions of the impaired loan isinvoices purchased, less thanfees, are considered customer reserves. The customer reserves are held to settle any payment disputes or collection shortfalls, may be used to pay customers’ obligations to various third parties as directed by the recorded investmentcustomer, are periodically released to or withdrawn by customers, and are reported as noninterest-bearing deposits in the Consolidated Statements of Financial Condition. The unpaid principal balances of these receivables were $5.9 million and $7.0 million at December 31,2023 and December 31, 2022, respectively and are included in commercial loans and leases.  The customer reserves associated with the factored receivables were $2.1 million and $1.4 million at December 31,2023 and December 31, 2022, respectively. 

Factoring fees are recognized in interest income as incurred by the customer and deducted from the customer's reserve balances.  Other factoring-related fees, which include wire transfer fees, broker fees, and other similar fees, are reported by the Company as loan servicing fees in noninterest income.

Allowance for Credit Losses: On January 1, 2023, the bank's allowanceCompany adopted Accounting Standards Update (“ASU”) No.2016-13, Financial Instruments – Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments (“ASC 326”).  ASC 326 amends guidance on reporting credit losses for financial assets held at amortized cost basis and available-for-sale debt securities. ASC 326 eliminates the impaired collateral dependent loan under ASC 310-10-35 is based on fair value (less costs to sell), but the charge-off (the confirmed “loss”) is based on the appraised value. The remaining recorded investmentprobable initial recognition threshold in the loan after the charge-off will have a loan loss allowance for the amount by which the estimated fair value of the collateral (less costs to sell) is less than its appraised value.

Impaired loans with specific reserves are reviewed quarterly for any changes that would affect the specific reserve. Any impaired loan for which a determination has been made that the economic value is permanently reduced is charged-off against the allowance for loan lossescurrent US GAAP and instead, requires an entity to reflect its current economic value inestimate of all expected credit losses based on historical experience, current conditions and reasonable and supportable forecasts. The allowance for credit losses is a valuation account that is deducted from the period in whichamortized cost basis of the determination has been made.
Atfinancial assets to present the time a collateral-dependent loan is initially determinednet amount expected to be impaired, we reviewcollected. ASC 326 also expands the existing collateral appraisal. Ifdisclosure requirements regarding an entity’s assumptions, models, and methods for estimating the most recent appraisal is greater thanreserve for credit losses. In addition, entities need to disclose the amortized cost balance for each class of financial asset by credit quality indicator, disaggregated by the year of origination. 

The Company adopted ASC 326 using the modified retrospective approach. Results for the periods beginning after January 1, 2023 are presented under Accounting Standards Codification 326 while prior period amounts continue to be reported in accordance with previously applicable US GAAP. The Company recorded a year old, a new appraisal is obtained on the underlying collateral. Appraisals are updated with a new independent appraisal at least annually and are formally reviewed by our internal appraisal departmentnet reduction of retained earnings of $1.7 million upon receipt of a new appraisal. All impaired loans and theiradoption. The transition adjustment includes an increase in credit related reserves are reviewedof $1.9 million and updated each quarter. Withthe recording of an immaterial numberunfunded commitment reserve of exceptions, all appraisals and internal reviews are current under this methodology at December 31, 2017.

Troubled Debt Restructurings: A loan is classified as a troubled debt restructuring when a borrower is experiencing financial difficulties that leads to a restructuring$417,000, respectively, net of the loan, and the Company grants concessions to the borrowercorresponding increase in the restructuring that it would not otherwise consider. These concessions may include rate reductions, principal forgiveness, extensiondeferred tax assets of maturity date and other actions intended to minimize potential losses.$604,000.

  

January 1, 2023

 
  

Post ASC 326 Adoption

  

Pre-ASC 326 Adoption

  

Pre-tax impact of ASC 326 Adoption

 

Assets:

            

Allowance

            

One-to-four family residential real estate

 $380  $281  $99 

Multi-family residential real estate

  4,647   4,017   630 

Nonresidential real estate

  1,300   1,234   66 

Commercial loans and leases

  3,670   2,548   1,122 

Consumer

  39   49   (10)

Total allowance for credit losses

 $10,036  $8,129  $1,907 
             

Liabilities:

            

Unfunded commitment reserve

 $417  $  $417 

In determining whether a debtor is experiencing financial difficulties, the Company considers if the debtor is in payment default or would be in payment default in the foreseeable future without the modification, the debtor declared or is in the process of declaring bankruptcy, there is substantial doubt that the debtor will continue as a going concern, the debtor has securities that have been or are in the process of being delisted, the debtor's entity-specific projected cash flows will not be sufficient to service any of its debt, or the debtor cannot obtain funds from sources other than the existing creditors at a market rate for debt with similar risk characteristics.
In determining whether the Company has granted a concession, the Company assesses, if it does not expect to collect all amounts due, whether the current value of the collateral will satisfy the amounts owed, whether additional collateral or guarantees from the debtor will serve as adequate compensation for other terms of the restructuring, and whether the debtor otherwise has access to funds at a market rate for debt with similar risk characteristics.
Periodically, the Company will restructure a note into two separate notes (A/B structure), charging off the entire B portion of the note. The A note is structured with appropriate loan-to-value and cash flow coverage ratios that provide for a high likelihood of repayment. The A note is classified as a nonperforming note until the borrower has displayed a historical payment performance for a reasonable time prior to and subsequent to the restructuring. A period of sustained repayment for at least six months generally is required to return the note to accrual status provided that management has determined that the performance is reasonably expected to continue. The A note will be classified as a restructured note (either performing or nonperforming) through the calendar year of the restructuring that the historical payment performance has been established.


46
58


BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands, except share and per share data)


NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


Allowance

The allowance for Loan Losses: The Company establishes provisionscredit losses (“ACL”) is evaluated on a regular basis and established through charges to earnings in the form of a provision for credit losses. When a loan losses, whichor portion of a loan is determined to be uncollectible, the portion deemed uncollectible is charged against the allowance and subsequent recoveries, if any, are chargedcredited to the Company’s results of operationsallowance. This valuation is inherently subjective as it requires estimates that are susceptible to maintain the allowance for loan losses to absorb probable incurred credit losses in the loan portfolio. In determining the level of the allowance for loan losses, the Company considers past and current loss experience, trends in classified loans, evaluations of real estate collateral, current economic conditions, volume and type of lending, adverse situations that may affect a borrower’s ability to repay a loan and the levels of nonperforming and other classified loans. The amount of the allowance is based on estimates and the ultimate losses may vary from the estimatessignificant revision as more information becomes available or events change.

The Company providesavailable.


a. Portfolio Segmentation (“Pooled Loans”)
Portfolio segmentation is defined as the pooling of loans based upon similar risk characteristics such that quantitative methodologies and qualitative adjustment factors
for loan losses based on the allowance method. Accordingly, all loan losses are charged to the related allowance and all recoveries are credited to it. Additions toestimating the allowance for credit losses is constructed for each segment. The allowance for credit losses for Pooled Loans estimate is based upon periodic review of the collectability of the loans quantitatively correlating historical loan losses are provided by chargesexperience with reasonable and supportable forecasts using forward looking information. Adjustments to income based on various factors that,the quantitative evaluation may be made for differences in our judgment, deserve current recognitionor expected qualitative risk characteristics such as changes in: underwriting standards, delinquency level, regulatory environment, economic condition, Company management and the status of portfolio administration including the Company’s Loan Review function.


b. Individually Evaluated Loans
The Company establishes a specific loss reserve for individually evaluated loans which do
not share similar risk characteristics with the loans included in estimating probable incurredthe forecasted allowance for credit losses. The Company reviewsThese individually evaluated loans are removed from the loan portfolio on an ongoing basispooling approach discussed above for the forecasted allowance for credit losses, and makes provisions for loan lossesinclude nonaccrual loans and other loans deemed appropriate by management.  

Nonaccrual and classified loans are reviewed on a quarterlymonthly basis to maintaindetermine if (a) an amount is deemed uncollectible (a charge-off) or (b) it is probable that the allowance for loan lossesCompany will be unable to collect amounts due in accordance with GAAP. Thethe original contractual terms of the loan. In cases in which collectability is not probable, the loan is considered to no longer exhibit shared risk characteristics of a pool and as a result, is individually evaluated for allowance for credit losses measurement purposes. If a loan losses consistsis individually evaluated, the carrying amount of two components:

specific allowances established for any impaired residential non-owner occupied mortgage, multi-family mortgage, nonresidential real estate, construction and land, commercial, and commercial lease loans for which the recorded investment in the loan exceeds the measured value of the loan; and
general allowances for loan losses for each loan class based on historical loan loss experience; and adjustments to historical loss experience (general allowances), maintained to cover uncertainties that affect our estimate of probable incurred credit losses for each loan class.
The adjustments to historical loss experience are based on our evaluation of several factors, including levels of, and trends in, past due and classified loans; levels of, and trends in, charge–offs and recoveries; trends in volume and terms of loans, including any credit concentrations in the loan portfolio; experience and ability of lending management and other relevant staff; and national and local economic trends and conditions.
The Company evaluates the allowance for loan losses based upon the combined total of the specific and general components. Generally, when the loan portfolio increases, absent other factors, the allowance for loan loss methodology results in a higher dollar amount of estimated probable incurred credit losses than would be the case without the increase. Conversely, when the loan portfolio decreases, absent other factors, the allowance for loan loss methodology generally results in a lower dollar amount of estimated probable losses than would be the case without the decrease.
The loss ratio used in computing the required general loan loss reserve allowance for a given class of loan consists of (i) the actual loss ratio (measured on a weighted, rolling twelve-quarter basis), (ii) the change in credit quality within the specific loan class during the period, (iii) the actual inherent risk factor assignedis compared to the specific loan class and (iv) the actual concentration of risk factor assigned to the specific loan class (collectively, the “Specific Loan Class Risk Factors”). The Specific Loan Class Risk Factors are weighted equally in the calculation. In addition, two additional quantitative factors, the National Economic risk factor and the Local Economic risk factor, are also components of the computation but are given different weightings in their computation due to their relative applicability to the specific loan class in the context of the effect of national and local economic conditions on their risk profile and performance.
Mortgage Servicing Rights: Mortgage servicing rights are recognized separately when they are acquired through sales of loans. When mortgage loans are sold, servicing rights are initially recorded at fair value and gains on sales of loans are recorded in the statement of operations. Fair value is based on market prices for comparable mortgage servicing contracts, when available, or alternatively, is based on a valuation model that calculates the present value of estimated future net servicing income. The valuation model incorporates assumptions that market participants would use in estimating future net servicing income, such as the servicing cost per loan, the discount rate, the escrow float rate, an inflation rate, ancillary income, prepayment speeds and default rates and losses. The Company compares the valuation model inputs and results to published industry data in order to validate the model results and assumptions. All classes of servicing assets are subsequently measured using the amortization method which requires servicing rightsexpected payments to be amortized into noninterest income in proportionreceived, discounted at the loan’s original rate, or for foreclosure-probable and collateral dependent loans, to and over the period of, the estimated future net servicing income of the underlying loans.
Servicing assets are evaluated for impairment based upon the fair value of the rightscollateral less the estimated costs to sell, when appropriate under accounting rules. Any shortfall is recorded as compareda specific reserve within the allowance for credit losses or a charge-off.


c. Accrued Interest Receivable
Upon adoption of ASC
326 and its related amendments on January 1, 2023, the Company made the following elections regarding accrued interest receivable:

Presenting accrued interest receivable balances separately within another line item on the Consolidated Statements of Financial Condition.

Continuing our policy to fully reserve accrued interest receivable by reversing interest income. For commercial loans, the reserve is established upon becoming 90 days past due. For consumer loans, the charge-off typically occurs upon becoming 120 days past due. Historically, the Company has not experienced uncollectible accrued interest receivable on its investment securities.

Not measuring an allowance for credit losses for accrued interest receivable due to the Company’s policy of fully reserving uncollectible accrued interest receivable balances in a timely manner, as described above.


d. Reserve for Unfunded Commitments
The reserve for unfunded commitments (the “Unfunded Commitment Reserve”) represents the expected credit losses on off-balance sheet commitments such as unfunded commitments
to carrying amount. Impairmentextend credit and standby letters of credit. However, a liability is not recognized for commitments that are unconditionally cancellable by the Company. The Unfunded Commitment Reserve is recognized as a liability (other liabilities on the Consolidated Statements of Financial Condition), with adjustments to the unfunded commitment reserve recognized as a provision for credit loss expense in the Consolidated Statements of Income. The Unfunded Commitment Reserve is determined by stratifying rights into groupingsestimating expected future fundings, under each segment, and applying the expected loss rates. Expected future fundings are based on predominant risk characteristics, such as interest rate, loan type and investor type. Impairment is recognized through a valuation allowance for an individual grouping,historical averages of funding rates (i.e., the likelihood of draws taken). To estimate future fundings on unfunded balances, current funding rates are compared to the extent that fair value is less than the carrying amount. If the Company later determines that all or a portion of the impairment no longer exists for a particular grouping, a reduction of the allowance may be recorded as an increase to income. Changes in valuation allowances are reported


historical funding rates.


47
59


BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands, except share and per share data)


NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


Determining the Allowance for Credit Losses 

The allowance for credit losses on financial assets held at amortized cost is measured on a collective or pooled basis when similar risk characteristics exist, based upon management's loan portfolio segmentation. The Company utilizes modeling methodologies that estimate lifetime credit loss rates on each pool, including methodologies estimating the probability of default and loss given default on specific segments.  Expected credit losses are measured over the contractual term of the financial asset with amortizationconsideration of expected prepayments. A “life of loan” credit loss shall estimate expected credit losses over the contractual term of the financial asset.  This includes not extending the contractual term for expected extensions, renewals, and impairmentmodifications. Discounted Cash Flow methodologies work properly with an amortizing approach.  Loans without maturity dates may not have a true exit or end of servicinglife. For consistency in its methodology, management elected to use maturity date assumptions for loans without maturity dates; pool-level assumptions have been assigned by management.

Credit quality indicators, specifically the Company's internal risk rating systems, reflect how the Company monitors credit losses and represent factors used by the Company when measuring the allowance for credit losses. Historical credit loss history is adjusted for reasonable and supportable forecasts that incorporates peer institution data and third party economic forecasts on a quantitative or qualitative basis. Reasonable and supportable forecasts consider the macroeconomic factors that are most relevant to evaluating and predicting expected credit losses in the Company's financial assets.

Qualitative factors assessed by management include the following:

Changes in lending policies and procedures, including changes in underwriting standards and collections, charge-offs, and recovery practices;
Changes in national, regional, and local conditions;
Changes in the nature and volume of the portfolio and terms of loans (inherent risk);
Changes in the experience, depth, and ability of lending management;
Changes in the volume and severity of past due loans and other similar conditions;
Changes in the quality of the organization's loan review system;
Changes in the value of underlying collateral for collateral dependent loans;
The existence and effect of any concentrations of credit and changes in the levels of such concentrations; and
The effect of other external factors (i.e. competition, legal and regulatory requirements) on the level of estimated credit losses.

Financial assets that do not share similar risk characteristics with any pool are assessed for the allowance for credit losses on an individual basis. These typically include assets experiencing financial difficulties, including substandard nonaccrual assets and assets currently classified. Classified loans are reviewed on a quarterly basis to determine if (a) an amount is deemed uncollectible (a charge-off) or (b) it is probable that the statementCompany will be unable to collect amounts due in accordance with the original contractual terms of operations. The fair valuesthe loan. In cases in which collectability is not probable, the loan is considered to no longer exhibit shared risk characteristics of servicing rights are subject to significant fluctuationsa pool and as a result, is individually evaluated for allowance for credit losses measurement purposes. If a loan is individually evaluated, the carrying amount of changes inthe loan is compared to the expected payments to be received, discounted at the loan’s original rate, or for foreclosure-probable and collateral dependent loans, to the fair value of the collateral less the estimated and actual prepayment speeds and default rates and losses.

Servicing fee income that is reported on the statement of operations as loan servicing feescost to sell, when appropriate under accounting rules. Any shortfall is recorded as a specific reserve within the allowance for fees earnedcredit losses.

Troubled Debt Restructurings and Vintage Disclosures: ASU 2022-02 “Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures” eliminates the Troubled Debt Restructurings (“TDR”) accounting model for servicing loans. The fees are based on a contractual percentagecreditors that have already adopted ASC 326. In lieu of the outstanding principal; or a fixed amount perTDR accounting model, loan refinancing and are recorded as income when earned. Late fees and ancillary feesrestructuring guidance in ASC Subtopic 310-20 “Investments—Debt Securities” will apply to all loan modifications, including those made for borrowers experiencing financial difficulty. This standard also enhances disclosure requirements related to certain loan servicing are not material.

First mortgage loans serviced for others are not includedmodifications. Additionally, this standard introduces new requirements to disclose gross write-off information in the accompanying consolidated statementsvintage disclosures of financial condition.financing receivables by credit quality indicator and class of financing receivable by year of origination. The unpaid principal balancesCompany adopted the standard on January 1, 2023

BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands, except share and $106.4 million at December 31, 2017 and 2016, respectively. Custodial escrow balances maintained in connection with the foregoing loan servicing activities were $2.6 million and $2.7 million at at December 31, 2017 and 2016, respectively. Capitalized mortgage servicing rights are included in the other assets in the accompanying consolidated statement of financial condition. Servicing rights were $513,000 and $612,000 at December 31, 2017 and 2016, respectively, with no valuation allowance at December 31, 2017 and 2016.

Other Real Estate Owned ("OREO")per share data)

NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Foreclosed Assets: Foreclosed assets are initially recorded at fair value less cost to sell when acquired, establishing a new cost basis. Physical possession of residential real estate property collateralizing a consumer mortgage loan occurs when the legal title is obtained upon completion of foreclosure or when the borrower conveys all interest in the property to satisfy the loan through completion of a deed in lieu of foreclosure or through a similar legal agreement.  These assets are subsequently accounted for at a lower of cost or fair value less estimated cost to sell. Assets are classified as foreclosed when physical possession of the collateral is taken regardless of whether foreclosure proceedings have taken place. Other foreclosed assets received in satisfaction of borrowers’ debt are initially recorded at fair value of the asset less estimated costs to sell. If fair value declines subsequent to foreclosure, a valuation allowance is recorded through expense. Operating expenses, gains and losses on disposition, and changes in the valuation allowance are reported in noninterest expense as operations of other real estate owned.

foreclosed assets.

Premises and Equipment: Land is carried at cost. Premises and equipment are stated at cost less accumulated depreciation. Depreciation is included in noninterest expense and is computed on the straight-line method over the estimated useful lives of the assets. Useful lives are estimated to be 25 to 40 years for buildings and improvements that extend the life of the original building, ten to 20 years for routine building improvements, five to 15 years for furniture and equipment, two to five years for computer hardware and software and no greater than four years on automobiles. The cost of maintenance and repairs is charged to expense as incurred and significant repairs are capitalized.

In December 2017, we agreed

Lease Accounting: The Company adopted FASB ASU No.2016-02, “Leases (Topic 842)” (“ASU 2016-02”), including the adoption of the practical expedients, effective January 1,2019. Leases (Topic 842) establishes a right of use model that requires a lessee to record a letterright of intent to sell our corporate office building in Burr Ridge, Illinois.  In January 2018, we executeduse (“ROU”) asset and a formal sales agreement to sell the property subject to certain contingencies exclusivelylease liability for all leases with terms longer than 12 months. The Company enters into operating leases in the controlnormal course of business primarily for several of its branch and corporate locations. 

Currently the Company is obligated under six non-cancellable operating lease agreements for branch properties, commercial credit origination and customer service offices and its corporate office.  The leases have varying terms, the longest of which will end in 2032. The Company's lease agreements include options to renew at the Company's discretion. The extensions are not reasonably certain to be exercised; therefore, they were not considered in the calculation of the purchaser.ROU asset and lease liability. The asset is recordedCompany has also elected not to recognize leases with original lease terms of 12 months or less (short-term leases) in our financial statements at December 31, 2017 as premises held-for-sale at a net costthe Company's Consolidated Statement of $5.7 million.

Other Intangible Assets: Intangible assets acquired in a purchase business combination with definite useful lives are amortized over their estimated useful lives to their estimated residual values. Core deposit intangible assets (“CDI”), are recognized at the time of acquisition based on valuations prepared by independent third parties or other estimates of fair value. In preparing such valuations, variables such as deposit servicing costs, attrition rates, and market discount rates are considered. CDIFinancial Condition.  The ROU assets are amortized to expense over their useful lives.
Bank Ownedincluded in other assets and the lease obligations are included in other liabilities in the accompanying Consolidated Statements of Financial Condition.

Bank-Owned Life Insurance: The Company has purchased life insurance policies on certain key executives. The Company owned life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement.

Long-Term Assets: Premises and equipment, core deposit and other intangibleright of use assets, and other long-term assets are reviewed for impairment when events indicate that their carrying amount may not be recoverable from future undiscounted cash flows. If impaired, the assets are recorded at fair value.

Loan Commitments and Related Financial Instruments: Financial instruments include off-balance-sheet credit instruments, such as commitments to make loans and commercial letters of credit, issued to meet customer financing needs. The face amount for these items represents the exposure to loss, before considering customer collateral or ability to repay. Such financial instruments are recorded when they are funded.

Income Taxes: Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Under US GAAP, a deferred tax asset valuation allowance is required to be recognized if it is “more likely than not” that the deferred tax asset will not be realized. The determination of the realizability of the deferred tax assets is highly subjective and dependent upon judgment concerning management’s evaluation of both positive and negative evidence, the forecasts of future taxable income, applicable tax planning strategies, and assessments of current and future economic and business conditions. The Company considers both positive and negative evidence regarding the ultimate realizability of our deferred tax assets. Examples



60


BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)

NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

of positive evidence may include the existence, if any, of taxes paid in available carry-back years and the likelihood that taxable income will be generated in future periods. Examples of negative evidence may include a cumulative loss in the current year and prior two years and negative general business and economic trends. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period of the enactment date.

This analysis is updated quarterly and adjusted as necessary. At December 31, 2017,2023 and 2022, the Company had a net deferred tax asset of $12.6 million.

$4.5 million and $5.5 million, respectively. 

A tax position is recognized as a benefit only if it is "more likely than not" that the tax position would be sustained in a tax examination, presuming that a tax examination will occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely to be realized on examination. For tax positions not meeting the "more likely than not" test, no tax benefit is recorded.

49

BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands, except share and per share data)

NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Retirement Plans: Employee 401(k)401(k) and profit sharing plan expense is the amount of matching contributions and any annual discretionary contribution made at the discretion of the Company’s Board of Directors. Deferred compensation expense allocates the benefits over years of service.

Employee Stock Ownership Plan (“ESOP”): The cost of shares issued to the ESOP, but not yet allocated to participants, was shown as a reduction of stockholders’ equity. Compensation expense is based on the market price of shares as they are committed to be released to participant accounts. Dividends on allocated ESOP shares reduce retained earnings; dividends on unearned ESOP shares reduce debt and accrued interest.

Earnings per Common Share: Basic earnings per common share is net income divided by the weighted average number of common shares outstanding during the period. ESOP shares are considered outstanding for this calculation unless unearned. Diluted earnings per common share is net income divided by the weighted average number of common shares outstanding during the period plus the dilutive effect of restricted stock shares and the additional potential shares issuable under stock options.

common shares.

Loss Contingencies: Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe that there are such matters that will have a material effect on the financial statements as of December 31, 2017.

Restrictions on Cash: Cash on hand or on deposit with the Federal Reserve Bank that is required to meet regulatory reserve and clearing requirements.
2023.

Fair Values of Financial Instruments: Fair values of financial instruments are estimated using relevant market value information and other assumptions, as more fully disclosed in a separate note. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect the estimates.

Comprehensive Income: Comprehensive income consists of net income and other comprehensive income (loss). Other comprehensive income (loss) includes unrealized gains and losses on securities, net of tax, which areis also recognized as separate components of stockholders’ equity.

Stock-based Compensation: Compensation cost is recognized for stock options and restricted stock awards issued to employees, based on the fair value of these awards at the date of grant. The Black-Scholes model is utilized to estimate the fair value of stock options, while the market price of the Company’s common stock at the date of grant is used for restricted stock awards. Compensation cost is recognized over the required service period, generally defined as the vesting period.

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

Operating Segments: While management monitors the revenue streams of the various products and services, operations are managed and financial performance is evaluated on a Company-wide basis. Operating results are not reviewed by senior



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BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)

NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

management to make resource allocation or performance decisions. Accordingly, all of the financial service operations are considered by management to be aggregated in one reportable operating segment.

Reclassifications: Certain reclassifications have been made in the prior year’s financial statements to conform to the current year’s presentation.

Recent Reclassifications had no effect on prior year net income or stockholders’ equity.

Recently Issued Accounting Pronouncements

Standards Not Yet Adopted

In May 2014, the FASB issued an update (ASU No. 2014-09, “Revenue from Contracts with Customers”) creating FASB Topic 606, Revenue from Contracts with Customers. The guidance in this update affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (for example, insurance contracts or lease contracts). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance provides steps to follow to achieve the core principle. An entity should disclose sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Qualitative and quantitative information is required about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. The amendments in this update become effective for annual periods and interim periods within those annual periods beginning after December 15, 2017. We have evaluated the impact of adopting the update and have concluded that it will not have a significant impact to our consolidated financial statements.  The Company’s revenue streams that are in-scope of the update include: financed OREO sales; deposit fees, including ATM fees, overdraft fees, maintenance fees and dormancy fees; credit and debit card fees, and trust fees.  For the in-scope revenue streams, our current revenue recognition would not be different than revenue recognition under the update.   The Company has infrequently financed an OREO sale.  Our customer contracts generally do not have performance obligations and fees are assessed and collected as the transaction occurs.  The Company’s fee income is not material for any individual income stream.  The consolidated financial statements will be impacted by new disclosures required by the update.

In January 2016, the FASB issued an update (ASU No. 2016-01, “Financial Instruments–Recognition and Measurement of Financial Assets and Liabilities”). The new guidance is intended to improve the recognition and measurement of financial instruments by requiring: equity investments (other than equity method or consolidation) to be measured at fair value with changes in fair value recognized in net income; public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; separate presentation of financial assets and financial liabilities by measurement category and form of financial assets (i.e., securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements; eliminating the requirement to disclose the fair value of financial instruments measured at amortized cost for organizations that are not public business entities; eliminating the requirement for non-public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is to be required to be disclosed for financial instruments measured at amortized cost on the balance sheet; and requiring a reporting organization to present separately in other comprehensive income the portion of the total change in fair value of a liability resulting from the change in the instrument-specific credit risk (also referred to as “own credit”) when the organization has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. The new guidance is effective for public business entities for fiscal years beginning after December 15, 2017. We have evaluated the impact of adopting the new guidance on the consolidated financial statements. Our finding is that the new pronouncement will not have a significant impact on our Statement of Operations as we only have one equity security that was valued at $499,000 at December 31, 2017.
In February 2016, 2023, the FASB issued ASU No. 2016-02, “Leases2023‑09 “Income Taxes (Topic 842)” (“ASU 2016-02”740). The standard requires a lessee to recognize assets and liabilities on the balance sheet for leases with lease terms greater than 12 months. ASU 2016-02 is effectivefor fiscal years, and interim periods within those years, beginning after December 15, 2018, and early adoption is permitted. We are currently evaluating the impact that the standard will have on our consolidated financial statements. Our preliminary finding is that the new pronouncement will not have a significant impact on our consolidated financial statements as the projected minimum lease payments under existing leases subject to the new pronouncement are less than one percent of our current total assets.
In March 2016, the FASB issued ASU No. 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”). TheIncome Tax Disclosures,” which requires more detailed disclosures of income taxes paid net of refunds received, income from continuing operations before income tax expense or benefit, and income tax expense from continuing operations. This standard is intended to simplify several areas of accountingbe applied on a prospective basis, with retrospective application permitted, and will be effective for share-based compensation arrangements, including the income tax impact, classificationCompany for annual periods beginning on the statement of cash flows and forfeitures. ASU 2016-09 was effective January 1, 2017. This new pronouncement affects the effective tax rate reported as existing vested stock options are exercised. The amount2025.  We do not expect adoption of thethis standard to have a material impact on the effective tax rate is determined by the numberCompany’s financial position or results of stock optionsoperations.



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BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)

NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


exercised and the stock price of the Company when the stock options are exercised. Excess tax benefits and deficiencies are recorded in the tax expense.
In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”).  These amendments require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. In addition, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration.  ASU 2016-13 is effective for SEC filers for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019 (i.e., January 1, 2020, for calendar year entities). Early application will be permitted for all organizations for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. We are currently evaluating the impact that the standard will have on our consolidated financial statements. Our initial review indicates that we have maintained sufficient historical loan data to support the requirements of this pronouncement. In addition, we have begun tracking the average life of the various segments of our loan portfolio. We are currently evaluating various loss methodologies to determine their correlation to our various loan categories' historical performance.
In March of 2017, the FASB issued ASU No. 2017-08, “Receivables-Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities” (“ASU 2017-08”). This guidance shortens the amortization period for premiums on certain callable debt securities to the earliest call date (with an explicit, noncontingent call feature that is callable at a fixed price and on a preset dates), rather than contractual maturity date as currently required under GAAP. The ASU does not impact instruments without preset call dates such as mortgage-backed securities.  For instruments with contingent call features, once the contingency is resolved and the security is callable at a fixed price and preset date, the security is within the scope of the ASU.  ASU 2017-08 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, and early adoption is permitted.  Effective January 2017, we early adopted the pronouncement. Adoption of the new pronouncement was immaterial to the consolidated financial statements.
NOTE 2 – EARNINGS PER SHARE

Amounts reported in earnings per share reflect net incomeearnings available to common stockholders for the period divided by the weighted average number of shares of common stock outstanding during the period, exclusive of unearned ESOP shares and unvested restricted stock shares. Stock options and restricted stock are regarded as potential common stock and are considered in the diluted earnings per share calculations to the extent that they would have a dilutive effect if converted to common stock.

period.

  

For the years ended December 31,

 
  

2023

  

2022

 

Net income available to common stockholders

 $9,393  $10,494 

Basic and diluted weighted average common shares outstanding

  12,622,882   13,071,742 

Basic and diluted earnings per common share

 $0.74  $0.80 

 For the years ended December 31,
 2017 2016 2015
Net income available to common stockholders$9,004
 $7,502
 $8,675
Average common shares outstanding18,429,018
 19,673,416
 20,708,775
Less:     
Unearned ESOP shares(148,179) (682,362) (780,227)
Unvested restricted stock shares(940) (3,103) (10,545)
Weighted average common shares outstanding18,279,899
 18,987,951
 19,918,003
Add - Net effect of dilutive stock options and unvested restricted stock437
 59,188
 3,516
Weighted average dilutive common shares outstanding18,280,336
 19,047,139
 19,921,519
Basic earnings per common share$0.49
 $0.40
 $0.44
Diluted earnings per common share$0.49
 $0.39
 $0.44
Number of antidilutive stock options excluded from the diluted earnings per share calculation
 536,459
 536,459
Weighted average exercise price of anti-dilutive option shares$
 $12.99
 $12.99
50


63


BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands, except share and per share data)


NOTE 3 – SECURITIES



The fair value of securities and the related gross unrealized gains and losses recognized in accumulated other comprehensive income is as follows:

 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 Fair Value
December 31, 2017       
Certificates of deposit$75,916
 $
 $
 $75,916
Equity mutual fund500
 
 (1) 499
Mortgage-backed securities - residential11,969
 520
 (17) 12,472
Collateralized mortgage obligations - residential4,481
 16
 (11) 4,486
SBA-guaranteed loan participation certificates10
 
 
 10
 $92,876
 $536
 $(29) $93,383
December 31, 2016       
Certificates of deposit$85,938
 $
 $
 $85,938
Equity mutual fund500
 
 (1) 499
Mortgage-backed securities - residential14,561
 644
 (21) 15,184
Collateralized mortgage obligations - residential5,587
 15
 (28) 5,574
SBA-guaranteed loan participation certificates17
 
 
 17
 $106,603
 $659
 $(50) $107,212

Available-for-Sale Securities

 

Amortized Cost

  

Gross Unrealized Gains

  

Gross Unrealized Losses

  

Fair Value

 

December 31, 2023

                

Certificates of deposits

 $29,513  $  $  $29,513 

Municipal securities

  930   12   (8)  934 

U.S. Treasury Notes

  115,920      (3,412)  112,508 

U.S. government-sponsored agencies

  35,446   7   (62)  35,391 

Mortgage-backed securities - residential

  3,431   27   (91)  3,367 

Collateralized mortgage obligations - residential

  1,023      (20)  1,003 
  $186,263  $46  $(3,593) $182,716 

December 31, 2022

                

Certificates of deposits

 $2,233  $  $  $2,233 

Municipal securities

  240      (15)  225 

U.S. Treasury Notes

  170,906      (7,803)  163,103 

U.S. government-sponsored agencies

  40,000      (301)  39,699 

Mortgage-backed securities - residential

  3,997   27   (143)  3,881 

Collateralized mortgage obligations - residential

  1,223      (26)  1,197 
  $218,599  $27  $(8,288) $210,338 

Mortgage-backed securities and collateralized mortgage obligations reflected in the preceding table were issued by U.S. government-sponsored entities and agencies, Freddie Mac, Fannie Mae and Ginnie Mae, and are obligations which the government has affirmed its commitment to support. All securities reflected in the preceding table were classified as available-for-sale at December 31, 2017 and 2016.

The amortized cost and fair values of securities at December 31, 2017available-for-sale by contractual maturity are shown below. Securities not due at a single maturity date are shown separately. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

  

December 31, 2023

 
  Amortized Cost  

Fair Value

 

Due in one year or less

 $119,194  $117,892 

Due after one year through five years

  62,615   60,454 
   181,809   178,346 

Mortgage-backed securities - residential

  3,431   3,367 

Collateralized mortgage obligations - residential

  1,023   1,003 
  $186,263  $182,716 

Securities available-for-sale with unrealized losses not recognized in income are as follows:

  

Less than 12 Months

  

12 Months or More

  

Total

 
  

Count

  

Fair Value

  

Unrealized Loss

  

Count

  

Fair Value

  

Unrealized Loss

  

Count

  

Fair Value

  

Unrealized Loss

 

December 31, 2023

                                    

Municipal securities

    $  $   1  $217  $(8)  1  $217  $(8)

U.S. Treasury Notes

           170   112,508   (3,412)  170   112,508   (3,412)

U.S. government-sponsored agencies

  2   8,987   (13)  4   17,951   (49)  6   26,938   (62)

Mortgage-backed securities - residential

           17   2,627   (91)  17   2,627   (91)

Collateralized mortgage obligations - residential

           6   1,003   (20)  6   1,003   (20)
   2  $8,987  $(13)  198  $134,306  $(3,580)  200  $143,293  $(3,593)
                                     

December 31, 2022

                                    

Municipal securities

  1  $225  $(15)    $  $   1  $225  $(15)

U.S. Treasury Notes

  147   104,439   (4,104)  53   58,664   (3,699)  200   163,103   (7,803)

U.S. government-sponsored agencies

  9   39,699   (301)           9   39,699   (301)

Mortgage-backed securities - residential

  18   3,016   (143)           18   3,016   (143)

Collateralized mortgage obligations - residential

  5   1,009   (18)  1   171   (8)  6   1,180   (26)
   180  $148,388  $(4,581)  54  $58,835  $(3,707)  234  $207,223  $(8,288)

51
 December 31, 2017
 
Amortized
Cost
 
Fair
Value
Due in one year or less$75,916
 $75,916
Mortgage-backed securities - residential11,969
 12,472
Collateralized mortgage obligations - residential4,481
 4,486
SBA-guaranteed loan participation certificates10
 10
 $92,376
 $92,884
Investment securities available for sale with carrying amounts of $3.7 million and $4.7 million at December 31, 2017 and 2016, respectively, were pledged as collateral on customer repurchase agreements and for other purposes as required or permitted by law.


64


BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands, except share and per share data)


NOTE 3 – SECURITIES(continued)


Sales of securities were as follows:
 For the years ended December 31,
 2017 2016 2015
Proceeds$
 $46
 $
Gross gains
 46
 
Gross losses
 
 
Securities with unrealized losses at December 31, 2017 and 2016 not recognized in income are as follows:
 Less than 12 Months 12 Months or More Total
 
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
December 31, 2017           
Equity mutual fund$499
 $(1) $
 $
 $499
 $(1)
Mortgage-backed securities - residential
 
 1,149
 (17) 1,149
 (17)
Collateralized mortgage obligations - residential
 
 2,083
 (11) 2,083
 (11)
 $499
 $(1) $3,232
 $(28) $3,731
 $(29)
            
December 31, 2016           
Equity mutual fund$499
 $(1) $
 $
 $499
 $(1)
Mortgage-backed securities - residential1,187
 (21) 
 
 1,187
 (21)
Collateralized mortgage obligations - residential3,691
 (18) 1,028
 (10) 4,719
 (28)
 $5,377
 $(40) $1,028
 $(10) $6,405
 $(50)
The Company evaluates marketable investment securities with significant declines in fair value on a quarterly basis to determine whether they should be considered other-than-temporarily impaired under current accounting guidance, which generally provides that if a marketable security is in an unrealized loss position, whether due to general market conditions or industry or issuer-specific factors, the holder of the securities must assess whether the impairment is other-than-temporary.
An equity mutual fund

U.S. Treasury Notes, U.S. government-sponsored agencies and certain residential mortgage-backedother available-for-sale securities and collateralized mortgage obligationsreflected in the above table that the Company holds in its investment portfolio were in an unrealized loss position at December 31, 2017,2023, but the unrealized loss was not considered significant under recognized into income because the Company’s impairment testing methodology. In addition,U.S. Treasury Notes are backed by the Company does not intend to sell these securities,full faith and credit of the United States and the other issuers were high credit quality, it is not likely that the Company will be required to sell thethese securities before their anticipated recovery occurs.



65


these securities approach.

BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amountsWe reviewed the available-for-sale securities in thousands, except sharean unrealized loss position within the guidelines of ASC 326 and per share data)determined that no credit loss is required to be recognized.


The proceeds from sales of securities and the associated losses were as follows:

  

For the years ended December 31,

 
  

2023

  

2022

 

Proceeds

 $42,631  $ 

Gross gains

      

Gross losses

  (454)   


NOTE 4 – LOANS RECEIVABLE


Loans

The summary of loans receivable areby class of loans is as follows:

 December 31,
 2017 2016
One-to-four family residential real estate$97,814
 $135,218
Multi-family mortgage588,383
 542,887
Nonresidential real estate169,971
 182,152
Construction and land1,358
 1,302
Commercial loans152,552
 99,088
Commercial leases310,076
 356,514
Consumer1,597
 2,255
 1,321,751
 1,319,416
Net deferred loan origination costs1,266
 1,663
Allowance for loan losses(8,366) (8,127)
Loans, net$1,314,651
 $1,312,952

  

December 31,

 
  

2023

  

2022

 

One-to-four family residential real estate

 $18,945  $23,133 

Multi-family residential real estate

  527,460   537,394 

Nonresidential real estate

  118,016   119,705 

Commercial loans and leases

  393,321   553,056 

Consumer

  1,364   1,584 
   1,059,106   1,234,872 

Allowance for credit losses

  (8,345)  (8,129)

Loans, net

 $1,050,761  $1,226,743 

Net deferred loan origination costs included in the table above were $1.7 million and $1.6 million as of December 31,2023 and 2022, respectively.

Loan Origination/Risk Management. The Company has certain lending policies and procedures in place that are designed to maximize loan income within an acceptable level of risk. The Company reviews and approves these policies and procedures on a periodic basis. A reporting system supplements the review process by providing management with frequent reports related to loan production, loan quality, concentrations of credit, loan delinquencies and nonperforming and potential problem loans via trend and risk rating migration. 

The Company requires title insurance insuring the priority of our lien onoriginates multi-family residential real estate, collateral, fire and extended coverage casualty insurance, and, if appropriate, flood insurance, in order to protect our security interest in the underlying real property.

The majority of the loans the Company originates are commercial-related loans, such as multi-family, nonresidential real estate, commercial loans, commercial leases and equipment finance transactions, and a limited quantity of construction and land loans, and commercial leases. In addition, weloans. We originated one-to-fourone-to-four family residential mortgage loans and consumerreal estate loans until December 31, 2017. We also occasionally purchase and sell loan participations. The following briefly describes our principal loan products.
The Company originates

Multi-family Residential Real Estate

Multi-family residential real estate loans principally secured by first liens both non-owner occupied and owner occupied commercial real estate. The non-owner occupied commercial real estate properties are predominantly multi-family apartment buildings, office buildings, light industrial buildings, shopping centers and mixed-use developments and, to a much lesser extent, more specialized properties such as nursing homes and other healthcare facilities.

Multi-family mortgage loans generally are secured by multi-family rental properties such as apartment buildings or mixed-use properties, including subsidized apartment units. In general, loan amounts range between $500,000 and $5.0 million.$8.5 million at December 31,2023. Approximately 46.5%40% of the collateral is located outside of our primary market area; however, we do not have a concentration in any single market in excess of 25% of our loan portfolio outside of our primary market area. In underwriting multi-family mortgageresidential real estate loans, the Company considers a number of factors, which include the projected net cash flow to the loan’s debt service requirement (generally requiring a minimum ratio of 120%), the age and condition of the collateral, the financial resources and income level of the borrower, the borrower’s experience in owning or managing similar properties and, proximity to diverse employment opportunities. Multi-family mortgageresidential loans are generally originated in amounts up to 80% of the appraised value of the property securing the loan.loan; however, the first lien is typically limited to 65% loan-to-value (“LTV”) or lower, with a second-lien loan permitted up to 80% LTV. Personal guarantees are usually obtained on multi-family mortgage loansresidential real estate loans. The Company requires title insurance insuring the priority of our lien on real estate collateral, fire and extended coverage casualty insurance, and, if the borrower/property owner is a legal entity.appropriate, flood insurance.

BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands, except share and per share data)

NOTE 4 – LOANS RECEIVABLE (continued)

Loans secured by multi-family mortgagesresidential real estate generally involve a greater degree of credit risk than one-to-four family residential mortgage loans and carry larger loan balances. This increased credit risk isas a result of several factors, including the concentration of principal in a limited number of loans and borrowers, the effects of general economic conditions on income producing properties, and the increased difficulty of evaluating and monitoring these types of loans. Furthermore, the repayment of loans secured by multi-family mortgagesresidential real estate typically depends upon the successful operation of the related real estate property. If the cash flow from the project is reduced below acceptable thresholds, the borrower’s ability to repay the loan may be impaired.



66


BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)

NOTE 4 – LOANS RECEIVABLE (continued)

Nonresidential Real Estate

The Company emphasizesoriginates nonresidential real estate loans with initial principal balances between $250,000principally secured by first liens on non-owner occupied or owner-occupied commercial real estate including light industrial/flex buildings, shopping centers, community office buildings and $5.0 million.mixed-use developments and, to a much lesser extent, more specialized properties such as nursing homes and other healthcare facilities.  Substantially all of our nonresidential real estate loans are secured by properties located in our primary market area.

The Company emphasizes nonresidential real estate loans with initial principal balances between $500,000 and $7.5 million. The Company’s nonresidential real estate loans are generally written as three- or five-year adjustable-rate mortgages orballoon mortgages with balloon maturities of three or five years. Amortization on these loans is typically based on 20- to 30-year schedules. The Company also originates some 15-year fixed-rate, fully amortizing loans.

In the underwriting of nonresidential real estate loans, the Company generally lends up to 80% of the property’s appraised value.value, however, the first lien is typically limited to 65% LTV or lower, with a second-lien loan permitted up to 80% LTV.  Decisions to lend are based on the economic viability of the property as the primary source of repayment and the creditworthiness of the borrower. In evaluating a proposed commercialnonresidential real estate loan, we emphasize the ratio of the property’s projected net cash flow to the loan’s debt service requirement (generally requiring a minimum ratio of 120%), computed after deduction for a vacancy factor and property expenses we deem appropriate. Personal guarantees are usually pursued and obtained from nonresidential real estate borrowers.

The Company requires title insurance insuring the priority of our lien on real estate collateral and fire and extended coverage casualty insurance.

Nonresidential real estate loans generally carry higher interest rates and have shorter terms than one-to-four family residential mortgage loans. Nonresidential real estate loans, however, entail significant additional credit risks compared to one-to-four family residential mortgage loans, as theyand typically involve larger loan balances concentrated with single borrowers or groups of related borrowers. In addition, the payment of loans secured by income-producing properties typically depends on the successful operation of the related real estate project and thus may be subject to a greater extent to adverse conditions in the real estate market and in the general economy.

The Company makes various types of secured

Construction and unsecured commercial loans to customers in our market area for the purpose of financing equipment acquisition, expansion, working capital and other general business purposes. The terms of these loans generally range from less than one year to five years. The loans are either negotiated on a fixed-rate basis or carry adjustable interest rates indexed to (i) a lending rate that is determined internally, or (ii) a short-term market rate index.

Commercial credit decisions are based upon our assessment of the borrower’s cash flow, proposed collateral, business and credit history and any additional positive or negative credit risk factors.. The Company determines the borrower’s ability to repay in accordance with the proposed terms of the loans and we assess the risks involved. An evaluation is made of the borrower to determine character and capacity to manage. Personal guarantees of the principals are pursued and usually obtained. In addition to evaluating the loan borrower’s financial statements, we consider the adequacy of the primary and secondary sources of repayment for the loan. Independent reports of the borrower’s credit history supplement our analysis of the borrower’s creditworthiness and at times are supplemented with inquiries to other banks and trade investigations. Moreover, certain assets listed on personal financial statements are verified. Proposed collateral for a secured transaction also is analyzed to determine its marketability. Commercial business loans generally have higher interest rates than residential loans of like duration because they have a higher risk of default since their repayment generally depends on the successful operation of the borrower’s business and the sufficiency of any collateral. Pricing of commercial loans is based primarily on the credit risk of the borrower, with due consideration given to borrowers with appropriate deposit relationships.
The Company also lends money to small and mid-size leasing companies for equipment financing leases. Generally, commercial leases are secured by an assignment by the leasing company of the lease payments and by a secured interest in the equipment being leased. In most cases, the lessee acknowledges our security interest in the leased equipment and agrees to send lease payments directly to us. Consequently, the Company underwrites lease loans by examining the creditworthiness of the lessee rather than the lessor. Lease loans generally are non-recourse to the leasing company.
The Company’s commercial leases are secured primarily by technology equipment, medical equipment, material handling equipment and other capital equipment. Lessees tend to be publicly-traded companies with investment-grade rated debt or companies that have not issued public debt and therefore do not have a public debt rating. The Company requires that a minimum of 50% of our commercial lessees have an investment-grade public debt rating by Moody’s or Standard & Poors, or the equivalent. Commercial leases to these entities have a maximum outstanding credit exposure of $15.0 million to any single entity. If the lessee does not have a public debt rating, they are subject to the same internal credit analysis as any other customer. Typically, commercial leases to these lessees have a maximum maturity of five years and a maximum outstanding credit exposure of $10.0 million to any single entity. In addition, the Company will originate commercial leases to lessees with below investment-grade public debt ratings and have a maximum outstanding credit exposure of $10.0 million to any single entity. Lease loans are almost always fully amortizing, with fixed interest rates.


67


BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)

NOTE 4 – LOANS RECEIVABLE (continued)

Land Loans

Although the Company does not actively originate construction and land loans presently, construction and land loans generally consist of land acquisition loans to help finance the purchase of land intended for further development, including single-family homes, multi-family housing and commercial income property, development loans to builders in our market area to finance improvements to real estate, consisting mostly of single-family subdivisions, typically to finance the cost of utilities, roads, sewers and other development costs. These builders

Commercial Loans and Leases

The commercial loan and lease category includes all commercial credit facilities extended for the purpose of financing working capital or operating assets, including Equipment Finance, Commercial Finance and Community Finance exposures.  In general, commercial credit decisions are based upon our assessment of the borrower’s cash flow, proposed collateral, business and credit history and any additional positive or negative credit risk factors, such as personal or corporate guarantors.  In addition to evaluating the borrower’s financial condition, we consider the adequacy of the primary and secondary sources of repayment for the loan. Independent reports of the borrower’s credit history supplement our analysis of the borrower’s creditworthiness and at times may be supplemented with trade credit reports or verifications of credit or assets. We review proposed collateral for a secured transaction to determine its use in business operations, and its potential value as a secondary source of repayment. Where applicable, we evaluate personal or corporate guarantors’ financial capacity and credit history as a tertiary source of repayment.  Commercial business loans generally relyhave higher interest rates because they have a higher risk of default since their repayment generally depends on the salesuccessful operation of single-family homesthe borrower’s business and the sufficiency of any collateral. Pricing of commercial loans is based primarily on the overall credit risk of the credit exposure, with due consideration given to repay development loans, althoughborrowers with appropriate deposit relationships.

Equipment Finance

The Company lends money for equipment and software finance transactions (collectively, “equipment finance transactions”) on a national basis.  The Company originates equipment finance transactions through equipment leasing companies, banks, vendors and other market sources.   Generally, equipment finance transactions are secured by an assignment of the payments due under the obligation and by a security interest in somethe assets financed.  In most cases, the improved building lots may be soldobligor acknowledges our security interest in the assets financed and agrees to another builder, often in conjunction with development loans. Construction and land loans typically involvesend all payments directly to us or to a higher degree of credit risk than financing on improved, owner occupied real estate. The risk of loss on construction and land loans is largely dependent uponthird-party paying agency.  Consequently, the accuracyCompany underwrites equipment finance transactions by examining the creditworthiness of the initial appraisal of the property’s value upon completion of construction or development; the estimated cost of construction, including interest;obligor and any surety, and the estimated time to complete and/or sell or lease such property. In the event that the Company were to make any new constructionpurpose, use and development loans, it would seek to minimize these risks by maintaining consistent lending policies and underwriting standards. However, if the estimate of value proves to be inaccurate, the cost of completion is greater than expected, the length of time to complete and/or sell or lease the collateral property is greater than anticipated, or if there is a downturn in the local economy or real estate market, the property could have a value upon completion that is insufficient to assure full repayment of the loan. This could have a material adverse effect on the quality of the construction and land loan portfolio, and could result in significant losses or delinquencies if that portfolio were ever to increase in size.

Up through December 31, 2017, the Company offered conforming and non-conforming, fixed-rate and adjustable-rate residential mortgage loans with maturities of up to 30 years and maximum loan amounts generally of up to $2.5 million. One-to-four family residential mortgage loans were generally underwritten according to Fannie Mae guidelines, and loans that conformed to such guidelines are referred to as “conforming loans.” The Company generally originated both fixed- and adjustable-rate loans in amounts up to the maximum conforming loan limits as established by Fannie Mae, which is currently $424,100 for single-family homes. Private mortgage insurance is required for first mortgage loans with loan-to-value ratios in excess of 80%.
The Company also occasionally originated loans above conforming limits, sometimes referred to as “jumbo loans,” that were underwritten to the credit standards of Fannie Mae. These loans were generally eligible for sale to various firms that specialize in the purchase of such non-conforming loans.
The ability of the Company’s borrowers to repay their loans, and the value of the assets financed for collateral securing such loans, could be adversely impacted by economic weakness in its local markets as a result of unemployment, declining real estate values, or increased residential, office, industrial and retail shopping vacancies duepurposes.  Equipment finance transactions are generally non-recourse to changes in business conditions. This not only could result in the Company experiencing charge-offs and/or nonperforming assets, but also could necessitate an increase in the provision for loan losses. These events, if they were to recur, would have an adverse impact on the Company’s results of operations and its capital.

originating company.


53
68


BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands, except share and per share data)


NOTE 4 – LOANS RECEIVABLE (continued)

The Company conducts equipment finance transactions for state and local governments, publicly-traded companies with and without public debt ratings, privately-held companies, and small businesses. In general, the Company conducts software finance transactions only for investment-grade State government or investment-grade corporate obligors. The Company discontinued equipment finance and software finance transactions with the U.S. Government in the first quarter of 2023 due to the government’s failure to timely remit scheduled payments on two transactions in 2023, for which the Company is now pursuing remedies under the Contract Disputes Act of 1978. Generally, the Company’s equipment finance transactions are secured primarily by technology equipment, medical equipment, material handling equipment and other capital equipment; however, licenses for software essential for the operation of financed equipment, or to the operations of the obligor, are also eligible for financing. Generally, equipment finance transactions have a maximum maturity of five years, repaid on a fully-amortizing basis.  Our total equipment finance portfolio as of December 31, 2023 was $303.3 million.  We have $82.3 million in total equipment or software finance credit exposure to 26 departments or agencies of the U.S. Government, of which the ten largest exposures total $71.5 million, with a portfolio average credit exposure amount of $3.2 million at December 31, 2023.  We have $50.0 million in total equipment or software finance credit exposure to 61 state or local governments, of which the ten largest exposures total $33.4 million, with a portfolio average amount of $819,000 at December 31, 2023.  We have $138.8 million in total commercial equipment finance transactions to 191 corporate and middle-market obligors, with the ten largest exposures totaling $50.9 million, with a portfolio average amount of $727,000 at December 31, 2023. We have $32.2 million in total small business equipment finance credit exposure to 608 obligors, with a portfolio average amount of $53,000 at December 31, 2023.

Commercial Finance

The Company lends money to finance small- and medium-size businesses for working capital purposes on a national basis.  The Company offers traditional commercial lines of credit, asset-based lines of credit and accounts receivable factoring to companies in manufacturing, distribution/logistics, health care and professional services sectors, including contractors of the U.S. Government; however, not all types of commercial finance credit facilities are presently available to all business sectors.  Commercial finance borrowers are typically subject to more stringent liquidity and collateral underwriting, and ongoing credit monitoring practices, than traditional commercial bank credit borrowers.  Generally, commercial finance transactions have a maximum maturity of two years.  The maximum outstanding credit commitment to any commercial finance borrower is $24 million, however, the average commercial finance credit commitment was $814,000 at December 31, 2023.


Community Finance

The Company makes various types of secured and unsecured commercial loans to for-profit, not-for-profit and local government borrowers in our primary market area for the purpose of financing equipment acquisition, expansion, working capital and other general business purposes. The terms of these loans generally range from less than one year to five years. The loans are either negotiated on a fixed-rate basis or carry adjustable interest rates indexed to (i) a lending rate that is determined internally, or (ii) a short-term market rate index.

Allowance for Credit Losses - Loans

The following tables presenttable represents the balanceactivity in the allowance for loan losses andACL by class of loans:

  

One-to-four family residential real estate

  

Multi-family residential real estate

  

Nonresidential real estate

  

Commercial loans and leases

  

Consumer

  

Total

 

December 31, 2023

                        

Beginning balance, prior to adoption of ASC 326

 $281  $4,017  $1,234  $2,548  $49  $8,129 

Impact of adopting ASC 326

  99   630   66   1,122   (10)  1,907 

Beginning balance, after adoption of ASC 326

  380   4,647   1,300   3,670   39   10,036 

Provision for (recovery of) credit losses

  (129)  (118)  (134)  732   44   395 

Loans charged off

  (1)        (2,176)  (52)  (2,229)

Recoveries

  45   20      77   1   143 
  $295  $4,549  $1,166  $2,303  $32  $8,345 
                         

December 31, 2022

                        

Beginning balance

 $331  $3,377  $1,311  $1,652  $44  $6,715 

Provision for credit losses

  15   620   111   1,032   50   1,828 

Loans charged off

  (76)     (192)  (156)  (61)  (485)

Recoveries

  11   20   4   20   16   71 
  $281  $4,017  $1,234  $2,548  $49  $8,129 

As of December 31, 2023 we had $335,000 recorded as an unfunded commitment reserve, included in other liabilities on the loans receivable by portfolio segment and based on impairment method:

Consolidated Statements of Financial Condition.

 Allowance for loan losses Loan Balances
 
Individually
evaluated  for
impairment
 
Collectively
evaluated  for
impairment
 Total 
Individually
evaluated  for
impairment
 
Collectively
evaluated  for
impairment
 Total
December 31, 2017           
One-to-four family residential real estate$
 $850
 $850
 $4,265
 $93,549
 $97,814
Multi-family mortgage
 3,849
 3,849
 949
 587,434
 588,383
Nonresidential real estate
 1,605
 1,605
 
 169,971
 169,971
Construction and land
 32
 32
 
 1,358
 1,358
Commercial loans
 1,357
 1,357
 
 152,552
 152,552
Commercial leases
 655
 655
 
 310,076
 310,076
Consumer
 18
 18
 
 1,597
 1,597
 $
 $8,366
 $8,366
 $5,214
 $1,316,537
 1,321,751
Net deferred loan origination costs         1,266
Allowance for loan losses         (8,366)
Loans, net          $1,314,651
54
 Allowance for loan losses Loan Balances
 
Individually
evaluated for
impairment
 
Collectively
evaluated for
impairment
 Total 
Individually
evaluated for
impairment
 
Collectively
evaluated for
impairment
 Total
December 31, 2016           
One-to-four family residential real estate$
 $1,168
 $1,168
 $4,962
 $130,256
 $135,218
Multi-family mortgage
 3,647
 3,647
 787
 542,100
 542,887
Nonresidential real estate26
 1,768
 1,794
 260
 181,892
 182,152
Construction and land
 32
 32
 
 1,302
 1,302
Commercial loans
 733
 733
 
 99,088
 99,088
Commercial leases
 714
 714
 
 356,514
 356,514
Consumer
 39
 39
 
 2,255
 2,255
 $26
 $8,101
 $8,127
 $6,009
 $1,313,407
 1,319,416
Net deferred loan origination costs         1,663
Allowance for loan losses         (8,127)
Loans, net          $1,312,952



69


BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands, except share and per share data)


NOTE 4 – LOANS RECEIVABLE (continued)


Activity

The following tables present the balance in the allowance for loan losses is as follows:

 For the years ended December 31,
 2017 2016 2015
Beginning balance$8,127
 $9,691
 $11,990
Loans charged off:     
One-to-four family residential real estate(318) (539) (386)
Multi-family mortgage(10) (79) (198)
Nonresidential real estate(165) (1,718) (391)
Commercial loans
 
 (152)
Consumer(10) (25) (16)
 (503) (2,361) (1,143)
Recoveries:     
One-to-four family residential real estate145
 321
 702
Multi-family mortgage70
 162
 182
Nonresidential real estate17
 200
 509
Construction and land
 35
 44
Commercial loans594
 309
 611
Commercial leases2
 7
 1
Consumer1
 2
 1
 829
 1,036
 2,050
Net recoveries (charge-off)326
 (1,325) 907
Recovery of loan losses(87) (239) (3,206)
Ending balance$8,366
 $8,127
 $9,691
ImpairedACL and loans
Several receivable by class of loans based on evaluation method. Allocation of a portion of the following disclosures are presented by “recorded investment,” which the FASB defines as “the amount of the investmentACL to one category does not preclude its availability to absorb losses in a loan, which is not net of a valuation allowance, but which does reflect any direct write-down of the investment.” other categories:

  

One-to-four family residential real estate

  

Multi-family residential real estate

  

Nonresidential real estate

  

Commercial loans and leases

  

Consumer

  

Total

 

December 31, 2023

                        

Loans:

                        

Loans individually evaluated

 $67  $  $  $21,982  $  $22,049 

Loans collectively evaluated

  18,878   527,460   118,016   371,339   1,364   1,037,057 
  $18,945  $527,460  $118,016  $393,321  $1,364  $1,059,106 

ACL:

                        

Loans individually evaluated

 $  $  $  $  $  $ 

Loans collectively evaluated

  295   4,549   1,166   2,303   32   8,345 
  $295  $4,549  $1,166  $2,303  $32  $8,345 

  

One-to-four family residential real estate

  

Multi-family residential real estate

  

Nonresidential real estate

  

Commercial loans and leases

  

Consumer

  

Total

 

December 31, 2022

                        

Loans:

                        

Loans individually evaluated

 $752  $473  $  $1,487  $  $2,712 

Loans collectively evaluated

  22,381   536,921   119,705   551,569   1,584   1,232,160 
  $23,133  $537,394  $119,705  $553,056  $1,584  $1,234,872 

ACL:

                        

Loans individually evaluated

 $  $  $  $  $  $ 

Loans collectively evaluated

  281   4,017   1,234   2,548   49   8,129 
  $281  $4,017  $1,234  $2,548  $49  $8,129 

Individually Evaluated  Loans

The following represents the componentstables present loans individually evaluated by class of recorded investment:

Loan principal balance
Less unapplied payments
Plus negative unapplied balance
Less escrow balance
Plus negative escrow balance
Plus unamortized net deferred loan costs
Less unamortized net deferred loan fees
Plus unamortized premium
Less unamortized discount
Less previous charge-offs
Plus recorded accrued interest
Less reserve for uncollected interest
= Recorded investment

loans:

  

Loan Balance

  

Recorded Investment

  

Partial Charge- off

  

Allowance for Credit Losses Allocated

  

Average Investment

  

Interest Income Recognized

 

December 31, 2023

                        

With no related allowance recorded

                        

One-to-four family residential real estate

 $66  $67  $  $  $76  $4 

Commercial loans and leases

  24,036   21,982   469      16,542   35 
  $24,102  $22,049  $469  $  $16,618  $39 
                         

December 31, 2022

                        

With no related allowance recorded

                        

One-to-four family residential real estate

 $752  $752  $  $  $1,143  $29 

Multi-family residential real estate

  473   473         590   27 

Commercial loans and leases

  1,606   1,487   49      445   47 
  $2,831  $2,712  $49  $  $2,178  $103 


55
70


BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands, except share and per share data)


NOTE 4 – LOANS RECEIVABLE (continued)


The following tables present loans individually evaluated for impairment by class of loans:
 
Loan
Balance
 
Recorded
Investment
 Partial Charge-off 
Allowance
for Loan
Losses
Allocated
 
Average
Investment
in Impaired
Loans
 
Interest
Income
Recognized
December 31, 2017           
With no related allowance recorded           
One-to-four family residential real estate$5,049
 $4,248
 $806
 $
 $4,212
 $197
Multi-family mortgage958
 948
 
 
 847
 41
 $6,007
 $5,196
 $806
 $
 $5,059
 $238
 
Loan
Balance
 
Recorded
Investment
 Partial Charge-off 
Allowance
for Loan
Losses
Allocated
 
Average
Investment
in Impaired
Loans
 
Interest
Income
Recognized
December 31, 2016           
With no related allowance recorded           
One-to-four family residential real estate$5,379
 $4,548
 $886
 $
 $2,947
 $70
One-to-four family residential real estate - non-owner occupied503
 386
 119
 
 251
 9
Multi-family mortgage787
 787
 
 
 980
 41
 6,669
 5,721
 1,005
 
 4,178
 120
            
With an allowance recorded - Nonresidential real estate262
 260
 21
 26
 164
 
 $6,931
 $5,981
 $1,026
 $26
 $4,342
 $120

Nonaccrual loans

The following tables present the recorded investment in nonaccrual loans and loans 90 days or more past due over 90 days still on accrual by class of loans:

 Loan Balance 
Recorded
Investment
 
Loans Past
Due Over 90
Days, still
accruing
December 31, 2017     
One-to-four family residential real estate$3,413
 $1,918
 $
One-to-four family residential real estate – non owner occupied308
 109
 
Multi-family mortgage376
 363
 
Nonresidential real estate
 
 
 $4,097
 $2,390
 $
December 31, 2016     
One-to-four family residential real estate$2,861
 $2,483
 $
One-to-four family residential real estate – non owner occupied428
 368
 
Multi-family mortgage187
 185
 
Nonresidential real estate262
 260
 
 $3,738
 $3,296
 $


71


BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)

NOTE 4 – LOANS RECEIVABLE (continued)

  

Nonaccrual Loans

  

Loans Past Due Over 90 Days, still accruing

 

December 31, 2023

        

One-to-four family residential real estate

 $37  $ 

Commercial loans and leases

  21,294   1,007 
  $21,331  $1,007 

December 31, 2022

        

One-to-four family residential real estate

 $92  $ 

Commercial loans and leases

  1,310   238 

Consumer

  5    
  $1,407  $238 

Nonaccrual loans and impairedindividually evaluated loans are defined differently. Some loans may be included in both categories, and some loans may only be included in one category. Nonaccrual loans include both smaller balance homogeneous loans that are collectively evaluated for impairment and loans individually classified impaired loans.

evaluated.

The Company’s reserve for uncollected loan interest was $103,000$1.4 million and $199,000$38,000 at December 31, 20172023 and 2016,2022, respectively. When a loan is on non-accrualnonaccrual status and the ultimate collectability of the total principal of an impaireda loan is in doubt, all payments are applied to principal under the cost recovery method. Alternatively, when a loan is on non-accrualnonaccrual status but there is doubt concerning only the ultimate collectability of interest, contractual interest is credited to interest income only when received, under the cash basis method pursuant to the provisions of FASB ASC 310–10, as applicable.method. In all cases, the average balances are calculated based on the month–end balances of the financing receivables within the period reported pursuant to the provisionsreported.

56

BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands, except share and per share data)

NOTE 4 – LOANS RECEIVABLE (continued)

Past Due Loans

The following tables present the aging of the recorded investment in past dueof loans at December 31, 2017 by class of loans:

portfolio segment:

  

30-59 Days Past Due

  

60-89 Days Past Due

  

Greater Than 89 Days Past Due

  

Total Past Due

  

Nonaccrual

  

Current

  

Total

 

December 31, 2023

                            

One-to-four family residential real estate loans

 $12  $18  $  $30  $37  $18,878  $18,945 

Multi-family residential real estate:

                            

Senior notes

                 485,281   485,281 

Junior notes

                 42,179   42,179 

Nonresidential real estate:

                            

Owner occupied

                 20,901   20,901 

Non-owner occupied

                 97,115   97,115 

Commercial loans and leases:

                            

Commercial

  234   26   666   926   2,285   208,770   211,981 

Equipment finance - Government

  3,147   5,028      8,175   18,956   105,134   132,265 

Equipment finance - Corporate Investment-grade

  7      341   348   53   48,674   49,075 

Consumer

  8   5      13      1,351   1,364 
  $3,408  $5,077  $1,007  $9,492  $21,331  $1,028,283  $1,059,106 

  

30-59 Days Past Due

  

60-89 Days Past Due

  

Greater Than 89 Days Past Due

  

Total Past Due

  

Nonaccrual

  

Current

  

Total

 

December 31, 2022

                            

One-to-four family residential real estate loans

 $411  $19  $  $430  $92  $22,611  $23,133 

Multi-family residential real estate:

                            

Senior notes

  31         31      494,957   494,988 

Junior notes

                 42,406   42,406 

Nonresidential real estate:

                            

Owner occupied

                 22,617   22,617 

Non-owner occupied

                 97,088   97,088 

Commercial loans and leases:

                            

Commercial

  2,424   336   111   2,871   1,310   279,272   283,453 

Equipment finance - Government

  2,034   5,106      7,140      204,443   211,583 

Equipment finance - Corporate Investment-grade

     81   127   208      57,812   58,020 

Consumer

  12   4      16   5   1,563   1,584 
  $4,912  $5,546  $238  $10,696  $1,407  $1,222,769  $1,234,872 

 
30-59 Days
Past Due
 
60-89 Days
Past Due
 
Greater Than
89 Days
Past Due
 
Total Past
Due
 
Loans Not
Past Due
 Total
One-to-four family residential real estate$86
 $99
 $1,801
 $1,986
 $74,216
 $76,202
One-to-four family residential real estate - non-owner occupied10
 3
 86
 99
 20,944
 21,043
Multi-family mortgage - Illinois172
 
 364
 536
 287,171
 287,707
Multi-family mortgage - Other
 
 
 
 296,440
 296,440
Nonresidential real estate608
 
 
 608
 166,071
 166,679
Construction
 
 
 
 1,103
 1,103
Land
 
 
 
 259
 259
Commercial loans:      
   
Regional Commercial Banking
 
 
 
 40,935
 40,935
Health Care
 
 
 
 71,738
 71,738
Direct Commercial Lessor
 
 
 
 40,237
 40,237
Commercial leases:    
 
   
Investment-grade934
 
 
 934
 207,747
 208,681
Other288
 
 
 288
 102,873
 103,161
Consumer
 
 
 
 1,605
 1,605
Total$2,098
 $102
 $2,251
 $4,451
 $1,311,339
 $1,315,790


57
72


BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands, except share and per share data)


NOTE 4 – LOANS RECEIVABLE (continued)


The following tables present

During the aging ofyear ended December 31,2023, the recorded investmentCompany had no loan modifications that meet the definition described in past due loans as December 31, 2016 by class of loans:

 
30-59 Days
Past Due
 
60-89 Days
Past Due
 
Greater
Than
89 Days
Past Due
 
Total Past
Due
 
Loans Not
Past Due
 Total
One-to-four family residential real estate$984
 $335
 $2,235
 $3,554
 $92,665
 $96,219
One-to-four family residential real estate - non-owner occupied664
 114
 368
 1,146
 37,179
 38,325
Multi-family mortgage - Illinois605
 439
 184
 1,228
 294,223
 295,451
Multi-family mortgage - Other
 
 
 
 243,944
 243,944
Nonresidential real estate
 
 260
 260
 178,644
 178,904
Construction
 
 
 
 950
 950
Land
 
 
 
 349
 349
Commercial loans:      
   
Regional Commercial Banking
 
 
 
 26,480
 26,480
Health Care
 
 
 
 41,086
 41,086
Direct Commercial Lessor
 
 
 
 31,847
 31,847
Commercial leases:    
 
   
Investment-grade51
 
 
 51
 273,405
 273,456
Other
 
 
 
 84,988
 84,988
Consumer
 
 
 
 2,263
 2,263
 $2,304
 $888
 $3,047
 $6,239
 $1,308,023
 $1,314,262
ASU 2022-02 “Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings
The and Vintage Disclosures” for additional reporting.

At December 31, 2022, the Company evaluatesevaluated loan extensions or modificationsnot qualified under Section 4013 of the CARES Act or under OCC Bulletin 2020-35 in accordance with FASB ASC 310–40340-10 with respect to the classification of the loan as a TDR. In general,Troubled Debt Restructuring (“TDR”). Under ASC 340-10, if the Company grants a loan extension or modification to a borrower experiencing financial difficulties for other than an insignificant period of time that includes a below–market interest rate, principal forgiveness, payment forbearance or other concession intended to minimize the economic loss to the Company, the loan extension or loan modification is classified as a TDR. In cases where borrowers are granted new terms that provide for a reduction of either interest or principal then due and payable, management measures any impairment on the restructured loan in the same manner as for impaired loans as noted above.

The Company had $17,000 ofno TDRs at December 31, 2017, compared to $341,000 at December 31, 2016, with no specific valuation reserves allocated at December 31, 2017 and 2016. The Company had no outstanding commitments to borrowers whose loans are classified as TDRs at either date.
The following table presents loans classified as TDRs:
 December 31,
 2017 2016
One-to-four family residential real estate - Accrual$
 $205
One-to-four family residential real estate - Nonaccrual17
 136
 $17
 $341
During the year ending December 31, 2017, there were no loans modified and classified as TDRs. During the year ending December 31, 2016, the terms of certain loans were modified and classified as TDRs. The modification of the terms of such loans included one or a combination of the following: a reduction of the stated interest rate of the loan; an extension of the maturity date


73


BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)

NOTE 4 – LOANS RECEIVABLE (continued)

at a stated rate of interest lower than the current market rate for new debt with similar risk; or a permanent reduction of the recorded investment in the loan.
The following tables present TDRs that occurred during the year:
 For the years ended December 31,
 2017 2016
 
Number
of loans
 
Pre-
Modification
outstanding
recorded
investment
 
Post-
Modification
outstanding
recorded
investment
 
Number
of loans
 
Pre-
Modification
outstanding
recorded
investment
 
Post-
Modification
outstanding
recorded
investment
One-to-four family residential real estate
 $
 $
 1
 $63
 $63
 
Due to
reduction in
interest rate
 
Due to
extension of
maturity date
 
Due to
permanent
reduction in
recorded
investment
 Total
For the year ended December 31, 2016       
One-to-four family residential real estate$
 $63
 $
 $63
The TDRs described above had no impact on interest income, resulted in no change to the allowance for loan losses and resulted in no charge-offs for the year ended December 31, 2016.
The following table presents TDRs for which there was a payment default within twelve months following the modification:
 For the years ended December 31,
 2017 2016
 
Number
of loans
 
Recorded
investment
 
Number
of loans
 
Recorded
investment
One-to-four family residential real estate
 $
 2
 $87
A loan is considered to be in payment default once it is 90 days contractually past due under the modified terms.
The TDRs that subsequently defaulted described above had no material impact on the allowance for loans losses during the year ending December 31, 2016.
The terms of certain other loans were modified during the year ending December 31, 2017 in circumstances that did not meet the definition of a TDR. These loans have a total recorded investment of $149,000 and $868,000 at December 31, 2017 and 2016, respectively. The modification of these loans involved either a modification of the terms of a loan to borrowers who were not experiencing financial difficulties or a delay in a payment that was considered to be insignificant.
In order to determine whether a borrower is experiencing financial difficulty, an evaluation is performed of the probability that the borrower will be in payment default on any of its debt in the foreseeable future without the modification. This evaluation is performed under the Company’s internal underwriting policy.
2022.

Credit Quality Indicators:

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt, including current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans based onas to credit risk. This analysis includes non-homogeneous loans, such as commercial and commercial real estate loans. This analysis is performed on a monthly basis.Risk ratings are updated any time the situation warrants. The Company uses the following definitions for risk ratings:

Pass. This category includes loans that are all considered acceptable credits, ranging from investment or near investment grade, to loans made to borrowers who exhibit credit fundamentals that meet or exceed industry standards.


Watch. A “Watch List” loan is a loan that requires elevated monitoring because it does not conform to the applicable published loan policy or loan product underwriting standards, evidences intermittent past due payments or because of other matters of possible concern.


Special Mention.
A Special Mention“Special Mention” asset has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the



74


BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)

NOTE 4 – LOANS RECEIVABLE (continued)

institution’s credit position at some future date. Special Mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification.


Substandard.
Loans categorized as substandard“Substandard” continue to accrue interest, but exhibit a well-defined weakness or weaknesses that may jeopardize the liquidation of the debt. The loans continue to accrue interest because they are well secured and collection of principal and interest is expected within a reasonable time. The risk rating guidance published by the Office of the Comptroller of the Currency clarifies that a loan with a well-defined weakness does not have to present a probability of default for the loan to be rated Substandard, and that an individual loan’s loss potential does not have to be distinct for the loan to be rated Substandard.


Nonaccrual.
An asset classified Nonaccrual“Nonaccrual” has all the weaknesses inherent in one classified substandardSubstandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. The loans were placed on nonaccrual status.

Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered “Pass” rated loans.
As of December 31, 2017, and based

Based on the most recent analysis performed, the risk category of loans by class of loans isare as follows:

  

Pass

  

Watch

  

Special Mention

  

Substandard

  

Substandard Nonaccrual

  

Total

 

December 31, 2023

                        

One-to-four family residential real estate

 $18,492  $144  $  $272  $37  $18,945 

Multi-family residential real estate

  518,538   7,589   1,333         527,460 

Nonresidential real estate

  114,155   3,861            118,016 

Commercial loans and leases

  340,623   16,761   10,587   4,056   21,294   393,321 

Consumer

  1,349   7   5   3      1,364 
  $993,157  $28,362  $11,925  $4,331  $21,331  $1,059,106 

  

Pass

  

Watch

  

Special Mention

  

Substandard

  

Substandard Nonaccrual

  

Total

 

December 31, 2022

                        

One-to-four family residential real estate

 $22,648  $62  $4  $327  $92  $23,133 

Multi-family residential real estate

  534,253   3,141            537,394 

Nonresidential real estate

  116,635   3,070            119,705 

Commercial loans and leases

  523,889   22,299   1,517   4,041   1,310   553,056

 

Consumer

  1,559   12   4   4   5   1,584 
  $1,198,984  $28,584  $1,525  $4,372  $1,407  $

1,234,872

 

 Pass 
Special
Mention
 Substandard Nonaccrual Total
One-to-four family residential real estate$74,437
 $
 $255
 $1,914
 $76,606
One-to-four family residential real estate - non-owner occupied21,059
 
 40
 109
 21,208
Multi-family mortgage - Illinois290,765
 
 225
 368
 291,358
Multi-family mortgage - Other297,025
 
 
 
 297,025
Nonresidential real estate169,817
 
 154
 
 169,971
Construction1,099
 
 
 
 1,099
Land259
 
 
 
 259
Commercial loans:        
Regional commercial banking36,373
 4,528
 
 
 40,901
Health care69,480
 
 2,248
 
 71,728
Direct commercial lessor39,923
 
 
 
 39,923
Commercial leases:        
Investment-grade207,460
 
 
 
 207,460
Other102,616
 
 
 
 102,616
Consumer1,597
 
 
 
 1,597
 $1,311,910
 $4,528
 $2,922
 $2,391
 $1,321,751


58
75


BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands, except share and per share data)


NOTE 4 – LOANS RECEIVABLE (continued)

  

Term Loans Amortized Cost Basis by Origination Year

             
  

2023

  

2022

  

2021

  

2020

  

2019

  

Prior

  

Revolving loans

  

Total

 

December 31, 2023

                                
                                 

One-to-four family residential real estate loans:

                             

Risk-rating

                                

Pass

 $489  $  $  $130  $  $14,069  $3,804  $18,492 

Watch

                 144      144 

Substandard

                 127   145   272 

Nonaccrual

                 16   21   37 
  $489  $  $  $130  $  $14,356  $3,970  $18,945 

One-to-four family residential real estate loans:

                             

Current period gross charge-offs

 $  $  $  $  $  $(1) $  $(1)

Current period recoveries

                 45      45 
  $  $  $  $  $  $44  $  $44 

Multi-family residential real estate:

                                

Risk rating

                                

Pass

 $43,386  $210,878  $108,563  $57,480  $22,064  $67,432  $8,735  $518,538 

Watch

     647   4,104   263      2,575      7,589 

Special mention

  118   1,215                  1,333 
  $43,504  $212,740  $112,667  $57,743  $22,064  $70,007  $8,735  $527,460 

Multi-family residential real estate:

                                

Current period recoveries

 $  $  $  $  $  $20  $  $20 
  $  $  $  $  $  $20  $  $20 

Nonresidential real estate:

                                

Risk rating

                                

Pass

 $17,618  $50,898  $20,436  $7,787  $9,024  $8,288  $104  $114,155 

Watch

     2,358   1,503               3,861 
  $17,618  $53,256  $21,939  $7,787  $9,024  $8,288  $104  $118,016 

Commercial loans and leases:

                                

Risk rating

                                

Pass

 $43,972  $130,444  $62,280  $32,633  $3,028  $1,379  $66,887  $340,623 

Watch

  6,043   7,171   748   371         2,428   16,761 

Special mention

                    10,587   10,587 

Substandard

     666      22         3,368   4,056 

Nonaccrual

  11   20,204   524   555            21,294 
  $50,026  $158,485  $63,552  $33,581  $3,028  $1,379  $83,270  $393,321 

Commercial loans and leases:

                                

Current period gross charge-offs

 $(20) $(1,850) $  $(306) $  $  $  $(2,176)

Current period recoveries

        37   40            77 
  $(20) $(1,850) $37  $(266) $  $  $  $(2,099)

Consumer:

                                

Risk rating

                                

Pass

 $336  $8  $140  $80  $247  $  $538  $1,349 

Watch

                    7   7 

Special mention

                    5   5 

Substandard

                    3   3 
  $336  $8  $140  $80  $247  $  $553  $1,364 

Consumer:

                                

Current period gross charge-offs

 $  $  $  $  $  $  $(52) $(52)

Current period recoveries

                    1   1 
  $  $  $  $  $  $  $(51) $(51)

BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands, except share and based on the most recent analysis performed, the risk category of loans by class of loans is as follows:per share data)

  Pass 
Special
Mention
 Substandard Nonaccrual Total
One-to-four family residential real estate $93,514
 $
 $629
 $2,486
 $96,629
One-to-four family residential real estate - non-owner occupied 38,179
 
 41
 369
 38,589
Multi-family mortgage - Illinois 297,826
 122
 1,048
 187
 299,183
Multi-family mortgage - Other 243,704
 
 
 
 243,704
Nonresidential real estate 180,047
 
 1,845
 260
 182,152
Construction 946
 
 
 
 946
Land 356
 
 
 
 356
Commercial loans:         
Regional commercial banking 26,365
 
 66
 
 26,431
Health care 41,001
 
 
 
 41,001
Direct commercial lessor 30,881
 800
 
 
 31,681
Commercial leases:         
Investment-grade 271,972
 
 
 
 271,972
Other 84,356
 161
 
 
 84,517
Consumer 2,255
 
 
 
 2,255
  $1,311,402
 $1,083
 $3,629
 $3,302
 $1,319,416

NOTE 5 - OTHER REAL ESTATE OWNED

FORECLOSED ASSETS

Real estate that is acquired through foreclosure or a deed in lieu of foreclosure is classified as OREOother real estate owned ("OREO") until it is sold. When real estate is acquired through foreclosure or by deed in lieu of foreclosure, it is recorded at its fair value, less the estimated costs of disposal. If the fair value of the property is less than the loan balance, the difference is charged against the allowance for loancredit losses.

Assets are classified as foreclosed when physical possession of the collateral is taken regardless of whether foreclosure proceedings have taken place. Other foreclosed assets received in satisfaction of borrowers’ debt are initially recorded at fair value of the asset less estimated costs to sell.

  

December 31, 2023

  

December 31, 2022

 
  

Balance

  

Valuation Allowance

  

Net Balance

  

Balance

  

Valuation Allowance

  

Net Balance

 

Other real estate owned

 $472  $(67) $405  $472  $  $472 

Other foreclosed assets

  2,416   (44)  2,372   4      4 
  $2,888  $(111) $2,777  $476  $  $476 

The following represents the roll forward of OREO and the composition of OREO properties.

  At and For the Years Ended December 31,
  2017 2016
Beginning balance $3,895
 $7,011
New foreclosed properties 2,766
 1,251
Valuation adjustments (333) (314)
Sales (3,977) (4,053)
Ending balance $2,351
 $3,895


76


BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)

NOTE 5 - OTHER REAL ESTATE OWNED (continued)

 December 31, 2017 December 31, 2016
 Balance Valuation Allowance Net OREO Balance Balance Valuation Allowance Net OREO Balance
One–to–four family residential$836
 $(9) $827
 $1,702
 $(137) $1,565
Multi-family mortgage
 
 
 370
 
 370
Nonresidential real estate1,772
 (252) 1,520
 1,171
 (105) 1,066
Land48
 (44) 4
 1,101
 (207) 894
 $2,656
 $(305) $2,351
 $4,344
 $(449) $3,895
foreclosed assets:

  

At and For the Years Ended December 31,

 
  

2023

  

2022

 

Beginning balance

 $476  $725 

New foreclosed assets

  2,859   791 

Valuation adjustments

  (111)  (31)

Valuation reductions from sales

     258 

Direct write-downs

  (70)   

Sales

  (377)  (1,267)

Ending balance

 $2,777  $476 

Activity in the valuation allowance is as follows:

  At and For the Years Ended December 31,
  2017 2016
Beginning of year $449
 $1,042
Additions charged to expense 333
 314
Reductions from sales of other real estate owned (477) (907)
End of year $305
 $449

  

At and For the Years Ended December 31,

 
  

2023

  

2022

 

Beginning balance

 $  $227 

Additions charged to expense

  111   31 

Reductions from sales

     (258)

Ending balance

 $111  $ 

There were no consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings were in process at December 31,2023 and 2022At December 31, 2017,2023, other foreclosed assets consisted of vehicles and machinery repossessed in connection with equipment finance leases.  At December 31,2023, the balance of OREO includes $352,000no foreclosed residential real estate properties recorded as a result of obtaining physical possession of the property without title. At December 31, 2016 the balance of OREO included no foreclosed residential real estate properties recorded as a result of obtaining physical possession of the property without title. At December 31, 2017 and 2016, the recorded investment of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceeds are in process was $926,000 and $1.6 million, respectively.

NOTE 6 – PREMISES AND EQUIPMENT

Year-end premises and equipment are as follows:

 December 31,
 2017 2016
Land and land improvements$12,265
 $13,820
Buildings and improvements29,556
 37,416
Furniture and equipment9,678
 9,660
Computer equipment3,983
 4,058
 55,482
 64,954
Accumulated depreciation(30,626) (33,541)
 $24,856
 $31,413

  

December 31,

 
  

2023

  

2022

 

Land and land improvements

 $11,730  $12,518 

Buildings and improvements

  30,044   32,497 

Furniture and equipment

  10,807   10,793 

Computer equipment

  5,197   5,267 
   57,778   61,075 

Accumulated depreciation

  (34,828)  (36,119)
  $22,950  $24,956 

Depreciation of premises and equipment was $2.0$2.1 million, $2.0 and $2.0 million and $2.1 million for the years ended December 31, 2017, 20162023 and 2015,2022, respectively.

In December 2017, we agreed to a letter of intent to sell our corporate office building in Burr Ridge, Illinois.  In January 2018, we executed a formal sales agreement to sell the property subject to certain contingencies exclusively in the control of the purchaser.  We believe that the transaction will not result in either a significant gain or loss on sale if consummated.  The asset is recorded in our financial statements at December 31, 2017 as premises held-for-sale at a net cost of $5.7 million.


60
77


BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands, except share and per share data)


NOTE 6 – PREMISES AND EQUIPMENT (continued)



7 - LEASES

The Companyfollowing table represents the classification of the Company's right of use and lease liabilities:

 

Statement of Financial Condition Location

 

December 31, 2023

  

December 31, 2022

 

Operating Lease Right of Use Asset:

         

Gross carrying amount

 $7,671  $7,671 

New lease obligation

  1,354    

Accumulated amortization

  (5,082)  (3,964)

Net recorded value

Other assets

 $3,943  $3,707 
          

Operating Lease Liabilities:

         

Right of use lease obligations

Other liabilities

 $3,943  $3,707 

Lease amortization expense was $1.1 million and $1.2 million for the years ended December 31,2023 and 2022, respectively.  At December 31,2023, the weighted-average remaining lease term for the Company's operating leases certain branch facilities under non-cancelablewas 5.8 years and the weighted-average discount rate used in the measurement of the Company's operating lease agreements expiringliabilities was 3.24%.  For each operating lease, the discount rate is the FHLB fixed rate advance rate for the term most closely aligning with the remaining lease term at inception.

  

For the year ended December 31, 2023

  

For the year ended December 31, 2022

 

Lease cost:

        

Operating lease cost

 $1,118  $1,170 

Short-term lease cost

  138   114 

Sublease income

  (25)  (28)

Total lease cost

 $1,231  $1,256 
         

Other information:

        

Cash paid for amounts included in the measurement of lease liabilities:

        

Operating cash flows from operating leases

 $1,304  $1,296 

Future minimum payments under non-cancellable operating leases with terms longer than 12 months, are as follows at December 31,2023. Future minimum payments on shorter term leases are excluded as the amounts are insignificant.

Twelve months ending December 31,

    

2024

 $1,131 

2025

  992 

2026

  948 

2027

  322 

2028

  329 

Thereafter

  1,071 

Total future minimum operating lease payments

  4,793 

Amounts representing interest

  (850)

Present value of net future minimum operating lease payments

 $3,943 

61

BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in various years through 2032. Rent expense, net of sublease income, for facilities was $477,000, $399,000,thousands, except share and $393,000 in 2017, 2016, and 2015, respectively, excluding taxes, insurance, and maintenance. The projected minimum rental expense under existing leases, not including taxes, insurance, and maintenance, as of December 31, 2017 is as follows:per share data)

2018$497
2019471
2020459
2021464
2022491
Thereafter3,753
 $6,135
The Company has subleased some of its branch facilities and currently is entitled to receive income as follows:
2018$2
20192
20202
20211
20221
 $8

NOTE 7 –8 - DEPOSITS

Composition of deposits is as follows:

 December 31,
 2017 2016
Noninterest-bearing demand deposits$234,354
 $249,539
Interest-bearing NOW accounts289,657
 267,054
Money market accounts299,581
 311,183
Savings deposits160,501
 160,002
Certificates of deposit355,958
 351,612
 $1,340,051
 $1,339,390

  

December 31,

 
  

2023

  

2022

 

Noninterest-bearing demand deposits

 $260,851  $280,625 

Interest-bearing NOW accounts

  306,548   400,416 

Money market accounts

  297,074   302,863 

Savings deposits

  174,759   204,506 

Certificates of deposit

  222,391   186,524 
  $1,261,623  $1,374,934 

Time deposits that meet or exceed the FDIC Insurance limit of $250,000$250,000 were $50.3$29.4 million and $18.7$24.0 million at December 31, 20172023 and 2016,2022, respectively.

Scheduled maturities of certificates of deposit for the next five years as of December 31, 2023 are as follows:

2024

 $174,923 

2025

  42,276 

2026

  3,952 

2027

  108 

2028

  1,132 
  $222,391 

2018$258,567
201968,756
202016,421
20218,697
20223,517


78


BANKFINANCIAL CORPORATION

NOTE 9 — BORROWINGS AND SUBORDINATED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands, except share

Borrowings and per share data)


NOTE 8 – FEDERAL HOME LOAN BANK ADVANCES



At year-end, advances from the FHLBsubordinated notes were as follows:
 December 31,
 2017 2016
 
Contractual
Rate
 Amount 
Contractual
Rate
 Amount
Fixed-rate advance from FHLB, due within 1 year1.34% $60,000
 0.67% $50,000

  

December 31,

 
  

2023

  

2022

 
  Contractual Rate  

Amount

  Contractual Rate  

Amount

 

Fixed-rate advance from FHLB, due September 16, 2024

  4.55% $5,000   % $ 

Fixed-rate advance from FHLB, due March 17, 2025

  4.27%  5,000   %   

Fixed-rate advance from FHLB, due September 17, 2025

  4.20%  5,000   %   

Fixed-rate advance from FHLB, due March 17, 2026

  4.15%  5,000   %   

Fixed-rate advance from FHLB, due September 17, 2026

  4.06%  5,000   %   

Subordinated notes, due May 15, 2031

  3.75%  19,678   3.75%  19,634 

Line of credit, due March 29, 2024

  8.00%     6.75%   

The Company maintains a collateral pledge agreement covering secured advances whereby the Company has agreed to keep on hand, free of all other pledges, liens, and encumbrances, specifically identified whole first mortgages on improved residential property not more than 90-days90 days delinquent to secure advances from the FHLB. All of the Bank’s FHLB common stock is pledged as additional collateral for these advances. At December 31, 2017, $63.72023, $12.1 million and $376.5$385.7 million of first mortgage and multi-family mortgageresidential real estate loans, respectively, collateralized potential advances. At December 31, 2017,2023, we had the ability to borrow an additional $322.2$341.6 million under our credit facilities with the FHLB. We also have the ability to pledge U.S. Treasury Notes and U.S. government-sponsored agencies of $144.9 million for FHLB advances.  The Company also had available pre-approved overnight federal funds borrowing. At December 31, 20172023 and 2016,2022, there was no outstanding balance on these lines.

NOTE 9 – SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE
Securities

In 2021, the Company entered into Subordinated Note Purchase Agreements with certain qualified institutional buyers and accredited investors pursuant to which the Company sold under agreementsand issued $20.0 million in aggregate principal amount of its 3.75% Fixed-to-Floating Rate Subordinated Notes due May 15, 2031 (the “Notes”).  The Company incurred $441,000 of issuance costs associated with the Notes.  These issuance costs are being amortized over the 10-year life of the Notes.  At December 31,2023 and 2022 there were $322,000 and $366,000, respectively, in remaining unamortized issuance costs and they are presented in the Company's financial statements as a reduction of the principal amount of the Notes.

The Notes bear interest at a fixed annual rate of 3.75%, from and including the date of issuance to repurchaseMay 14, 2026, payable semi-annually in arrears. From and including May 15, 2026 but excluding the maturity date or early redemption date, as applicable, the interest rate will reset quarterly to an interest rate per annum equal to Three-Month Term SOFR (as defined in the Notes) plus 299 basis points, payable quarterly in arrears. Under the conditions specified in the Notes, the interest rate accruing during the applicable floating rate period may be determined based on a rate other than Three-Month Term SOFR.   The Notes have a stated maturity date of May 15, 2031 and are shown below.

  December 31, 2017
  Overnight and Continuous Up to 30 days 30 - 90 days Greater Than 90 days Total
Repurchase agreements and repurchase-to-maturity transactions $768
 $
 $
 $
 $768
Gross amount of recognized liabilities for repurchase agreements in Statement of Condition $768
  December 31, 2016
  Overnight and Continuous Up to 30 days 30 - 90 days Greater Than 90 days Total
Repurchase agreements and repurchase-to-maturity transactions $1,069
 $
 $
 $
 $1,069
Gross amount of recognized liabilities for repurchase agreements in Statement of Condition $1,069
Securities sold under agreementsredeemable, in whole or in part, on May 15, 2026, on any interest payment date thereafter, and at any time upon the occurrence of certain events.

Principal and interest payments due on the Notes are subject to repurchase were secured by mortgage-backed securitiesacceleration only in limited circumstances in the case of certain bankruptcy and insolvency-related events with respect to the Company. The Notes are unsecured, subordinated obligations of the Company and generally rank junior in right of payment to the Company’s current and future senior indebtedness. The Notes qualify as Tier 2 capital for regulatory capital purposes.

In 2020, the Company established a $5.0 million unsecured line of credit with a carrying amountcorrespondent bank.  Interest is payable at a rate of $3.7 millionPrime Rate as published in the Wall Street Journal minus 0.50%, with a minimum rate of 2.40%.  The line of credit has been extended since its original maturity date and $4.7 millionthe current maturity date is March 29, 2024.  The line of credit had no outstanding balance at  December 31, 20172023 and 2016, respectively. Also included in total borrowings were advances from the FHLB of $60.0 million and $50.0 million at December 31, 2017 and 2016, respectively.

As the securities’ values fluctuate due to market conditions, the Company has no control over the market value.  The Company is obligated to promptly transfer additional securities if the market value of the securities falls below the repurchase price, per the agreement.

2022.

BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands, except share and per share data)


NOTE 10 – INCOME TAXES



The income tax expense is as follows:

 For the years ended December 31,
 2017 2016 2015
Current expense (benefit)$(2,658) $308
 $346
Deferred expense7,361
 4,390
 5,079
Expense due to enactment of federal tax reform2,487
 
 
Total income tax expense$7,190
 $4,698
 $5,425

  

For the years ended December 31,

 
  

2023

  

2022

 

Current expense

 $3,012  $3,578 

Deferred expense

  347   (237)

Total income tax expense

 $3,359  $3,341 

A reconciliation of the provision for income taxes computed at the statutory federal corporate tax rate of 34%21% for 2017, 20162023 and 20152022, to the income tax expense in the consolidated statementsConsolidated Statements of operationsOperations follows:

 For the years ended December 31,
 2017 2016 2015
Expense computed at the statutory federal tax rate$5,506
 $4,148
 $4,794
State taxes and other, net(204) 464
 626
Bank owned life insurance(90) (70) (66)
ESOP/Share based compensation(509) 156
 71
Expense due to enactment of federal tax reform2,487
 
 
 $7,190
 $4,698
 $5,425
Effective income tax rate44.77% 38.51% 38.48%

  

For the years ended December 31,

 
  

2023

  

2022

 

Expense computed at the statutory federal tax rate

 $2,678  $2,905 

State and local taxes, net of federal income tax effect

  633   501 

Other, net

  48   (65)
  $3,359  $3,341 

Effective income tax rate

  26.34%  24.15%

Retained earnings at December 31, 20172023 and 20162022 include $14.9$14.9 million for which no deferred federal income tax liability has been recorded. This amount represents an allocation of income to bad debt deductions for tax purposes alone.

The net deferred tax asset is as follows:

 December 31,
 2017 2016
Gross Deferred tax assets   
Allowance for loan losses$2,258
 $3,117
Alternative minimum tax, general business credit and net operating loss carryforwards11,864
 20,857
Tax deductible goodwill and core deposit intangible801
 1,466
Other1,395
 2,540
 16,318
 27,980
Gross Deferred tax liabilities   
Net deferred loan origination costs(1,255) (1,874)
Purchase accounting adjustments(1,744) (2,644)
Other(619) (817)
Unrealized gain on securities(137) (234)
 (3,755) (5,569)
 $12,563
 $22,411

  

December 31,

 
  

2023

  

2022

 

Gross deferred tax assets

        

Allowance for credit losses

 $2,170  $2,114 

Alternative minimum tax and net operating loss carryforwards

  3,832   3,886 

Lease liability

  1,025   964 

Other

  1,349   1,231 

Unrealized loss on securities

  922   2,147 
   9,298   10,342 

Gross deferred tax liabilities

        

Net deferred loan origination costs

  (1,051)  (1,095)

Purchase accounting adjustments

  (1,369)  (1,421)

Right of use asset

  (1,025)  (964)

Fixed assets

  (1,032)  (1,061)

Other

  (309)  (321)
   (4,786)  (4,862)
  $4,512  $5,480 

As of December 31, 20172023 and 2016,2022, the Company’s net deferred tax asset (“DTA”) was $12.6$4.5 million and $22.4$5.5 million, respectively.

On December 22, 2017, H.R. 1, commonly known as the Tax Cuts and Job Act (the "Act"), was signed into law. Among other things, the Act reduces our corporate federal tax rate from 34% to 21% effective January 1, 2018. As a result, we were required


80


BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)

NOTE 10 – INCOME TAXES (continued)

to re-measure, through income tax expense our deferred tax assets and liabilities using the enacted rate at which we expect them to be recovered or settled. The re-measurement of our net deferred tax asset resulted in additional tax expense of $2.5 million.

A DTA valuation allowance is required under ASC 740 when the realization of a DTA is assessed and the assessment indicates that it is “more likely than not” (i.e., more than 50% likely) that all or a portion of the DTA will not be realized. All available evidence, both positive and negative must be considered to determine whether, based on the weight of that evidence, a valuation allowance against the net DTA is required. Objectively verifiable evidence is assigned greater weight than evidence that is not objectively verifiable. The valuation allowance is analyzed quarterly for changes affecting the DTA.

The Company’s ability to realize the DTA is dependent upon the generation of future taxable income during the periods in which the tax attributes underlying the DTA become deductible. The amount of the DTA that will ultimately be realized will be impacted by the Company’s future taxable income, any changes to the many variables that could impact future taxable income and the then applicable corporate tax rate. As of No valuation allowance was required at December 31, 20172023 and 2016, management determined that it is more likely than not that the Company will be able to utilize the entire DTA.

2022.

At December 31, 2017,2023, the Company had a federal net operating loss carryforward of $21.3 million, which will begin to expire in 2032 and a federal tax credit carryforward of $1.3 million, which will begin to expire in 2022. In addition, the Company had a $3.1 million alternative minimum tax credit carryforward that can be carried forward indefinitely, which is now carried as tax receivables since under new federal law of the Company expects to recover the entire amount by the end of 2021 via reduction of regular tax liability or refund. In addition, at December 31, 2017, the Company had a federal net operating loss carryforward of $7.6$6.7 million relating to its acquisition of Downers Grove National Bank, which is subject to utilization limitations under Section 382 of the Internal Revenue Code, and will begin to expire in 2030, and $225,000 of alternative minimum tax credit carryforward that does not expire and is subject to utilization limitations under Section 382 of the Internal Revenue Code. At December 31, 2017,2023, the Company had a state net operating loss carryforward for the State of Illinois of $70.2$44.3 million, which will begin to expire in 2022.2031 and fully expires in 2033.

63
At December 31, 2017, the Company early adopted ASU 2018-02and reclassified out

BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands, except share and into accumulated other comprehensive income $60,000 of tax (benefit) that was recorded to income tax expense at December 22, 2017 due to re-measuring to 21% deferred taxes on available for sale securities.

per share data)

NOTE 10 – INCOME TAXES (continued)

Unrecognized Tax Benefits

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

 December 31,
 2017 2016
Beginning of year$57
 $108
Additions based on tax positions related to the current year60
 
Additions for tax positions of prior years12
 
Reductions due to the statute of limitations and reductions for tax positions of prior years
 (51)
End of year$129
 $57

  

December 31,

 
  

2023

  

2022

 

Beginning of year

 $305  $283 

Additions based on tax positions related to the current year

  63   67 

Additions for tax positions of prior years

  29   6 

Reductions due to the statute of limitations and reductions for tax positions of prior years

  (73)  (51)

End of year

 $324  $305 

The Company does not expect the total amount of unrecognized tax benefits to significantly increase or decrease in the next twelve months. The Company recognizes interest and/or penalties related to income tax matters in income tax expense. At December 31, 20172023 and 2016,2022, the Company hashad immaterial amounts accrued for potential interest and penalties.

  If recognized, the entire amount of unrecognized tax benefits would affect the effective tax rate.

The Company and its subsidiary are subject to U.S. federal income tax as well as income tax of the various states where the Company does business. The Company is no longer subject to examination by the federal taxing authorities for years before 20142020 and the Illinois taxing authorities for years before 2014.2020.



81


BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)

NOTE 11 –11– REGULATORY MATTERS


The Bank and the Company areis subject to regulatory capital requirements administered by the federal banking agencies. The capital adequacy guidelines and additionally for banks, prompt corrective action regulations, involve the quantitative measurement of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. The failure to meet minimum capital requirements can result in regulatory actions. The final rules implementing Basel Committee on Banking Supervision's capital guidelines for U.S. banks (Basel III rules) became effective for the Company on January 1, 2015, with full compliance with all of the requirements being phased in over a multi-year schedule, and fully phased in by January 1, 2019. The net unrealized gain or loss on available for saleavailable-for-sale securities is not included in computing regulatory capital.

The federal banking agencies have developed a “Community Bank Leverage Ratio” (the ratio of a bank’s tangible equity capital to average total consolidated assets) for financial institutions with assets of less than $10 billion. A “qualifying community bank” that exceeds this ratio will be deemed to be in compliance with all other capital and leverage requirements, including the capital requirements to be considered “well capitalized” under Prompt Corrective Action statutes. The federal banking agencies may consider a financial institution’s risk profile when evaluating whether it qualifies as a community bank for purposes of the capital ratio requirement. The federal banking agencies must set the minimum capital for the new Community Bank Leverage Ratio at not less than 8% and not more than 10%. A banking organization that had a leverage ratio of 9% or greater and met certain other criteria could elect to use the Community Bank Leverage Ratio framework. A financial institution can elect to be subject to this new definition, and opt-out of this new definition, at any time. As a qualifying community bank, we elected to be subject to this definition beginning in the second quarter of 2020.

Prompt corrective action regulations provide five classifications: well-capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If only adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. As of December 31, 2017 and 2016, the OCC categorized the Bank as well–capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since those notifications that management believes have changed the institution’s well–capitalized status.



82


BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)

NOTE 11– REGULATORY MATTERS (continued)


Actual and required capital amounts and ratios were:
 Actual Required for Capital Adequacy Purposes To be Well-Capitalized under Prompt Corrective Action Provisions
 Amount Ratio Amount Ratio Amount Ratio
December 31, 2017           
Total capital (to risk-weighted assets):           
Consolidated$195,371
 17.06% $91,590
 8.00% N/A N/A
BankFinancial, NA188,582
 16.48
 91,572
 8.00
 $114,466
 10.00%
Tier 1 (core) capital (to risk-weighted assets):          
Consolidated187,005
 16.33
 68,692
 6.00
 N/A N/A
BankFinancial, NA180,216
 15.74
 68,679
 6.00
 91,572
 8.00
Common Tier 1 (CET1)           
Consolidated187,005
 16.33
 51,519
 4.50
 N/A N/A
BankFinancial, NA180,216
 15.74
 51,509
 4.50
 74,403
 6.50
Tier 1 (core) capital (to adjusted average total assets):        
Consolidated187,005
 11.49
 65,085
 4.00
 N/A N/A
BankFinancial, NA180,216
 11.08
 65,045
 4.00
 81,307
 5.00
December 31, 2016           
Total capital (to risk-weighted assets):           
Consolidated$193,845
 16.96% $91,414
 8.00% N/A N/A
BankFinancial, NA168,113
 14.72
 91,386
 8.00
 $114,232
 10.00%
Tier 1 (core) capital (to risk-weighted assets):          
Consolidated185,718
 16.25
 68,560
 6.00
 N/A N/A
BankFinancial, NA159,986
 14.01
 68,539
 6.00
 91,386
 8.00
Common Tier 1 (CET1)           
Consolidated185,718
 16.25
 51,420
 4.50
 N/A N/A
BankFinancial, NA159,986
 14.01
 51,404
 4.50
 74,251
 6.50
Tier 1 (core) capital (to adjusted average total assets):        
Consolidated185,718
 11.92
 62,306
 4.00
 N/A N/A
BankFinancial, NA159,986
 10.27
 62,303
 4.00
 77,879
 5.00

The Company and the Bank have each adopted Regulatory Capital PlansPolicies that require the Bank to maintaintarget a Tier 1 leverage ratio of at least 7.5% and a total risk-based capital ratio of at least 10.5% (including at the Capital Conservation Buffer ("CCB")).

Bank. The minimum capital ratios set forth in the Regulatory Capital PlansPolicies will be increased and other minimum capital requirements will be established if and as necessary. In accordance with the Regulatory Capital Plans, neither the Company norPolicies, the Bank willnot pursue any acquisition or growth opportunity, declare any dividend or conduct any stock repurchase that would cause the Bank's total risk-based capital ratio and/or its Tier 1 leverage ratio to fall below the establishedtargeted minimum capital levels or the capital levels required for capital adequacy plus the CCB.capital conservation buffer (“CCB”). The minimum CCB in 2017 is 1.25% and will increase 0.625% annually through 2019 to 2.5%. In addition, the Company will continue to maintain its ability to serve as a source  As of financial strength toDecember 31,2023, the Bank by holding at least $5.0 million of cash or liquid assets for that purpose. As of December 31, 2017, the Bank and the Company werewas well-capitalized, with all capital ratios exceeding the well-capitalized requirement. There are no conditions or events that management believes have changed the Bank’s prompt corrective action capitalization category.

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


Actual and required capital amounts and ratios for the Bank were:

  

Actual

  

Required for Capital Adequacy Purposes

 
  

Amount

  

Ratio

  

Amount

  

Ratio

 

December 31, 2023

                

Community Bank Leverage Ratio

 $161,037   10.85% $133,577   9.00%

December 31, 2022

                

Community Bank Leverage Ratio

 $165,252   10.31% $144,288   9.00%

BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands, except share and per share data)



NOTE 12 – EMPLOYEE BENEFIT PLANS

Employee Stock Ownership Plan. On March 29, 2017, the ESOP was terminated and the ESOP repaid all amounts owing under the ESOP’s Term Loan Agreement with the Company (the “Share Acquisition Loan”). The ESOP repaid the Share Acquisition Loan by transferring 753,490 unallocated shares of the Company’s common stock to the Company in exchange for the full satisfaction of the Share Acquisition Loan, using the valuation method provided for in the ESOP. A total of 78,362 unallocated shares remained in the ESOP after the Share Acquisition Loan was repaid, and these shares were released and will be allocated to the accounts of eligible ESOP participants who were actively employed by the Bank as of March 29, 2017, based on their account balances. These transactions resulted in the recording of one-time, non-cash, non-tax deductible equity compensation expense of $1.1 million in the first quarter of 2017. The Share Acquisition Loan had no outstanding principal balance at December 31, 2017 and an outstanding principal balance of $10.8 million at December 31, 2016.
The Company made the Share Acquisition Loan to the ESOP in the original principal amount of $19.6 million in connection with the Company’s mutual to stock conversion in June of 2005. The proceeds of the Share Acquisition Loan were used by the ESOP to purchase 1,957,300 shares of the Company’s common stock issued in the subscription offering at a price of $10.00 per share. The Share Acquisition Loan was secured by a pledge of the acquired shares and the ESOP made annual loan payments with funds it received from the Bank’s discretionary contributions to the ESOP in subsequent years and dividends it received on unallocated shares. As loan payments were made, the Company recorded compensation expense based on the allocation of shares released.
Contributions to the ESOP were $1.1 million and $1.5 million for the years ended December 31, 2017 and 2016, including dividends and interest received on unallocated shares of $50,000 and $195,000 in 2017 and 2016, respectively.
Expense related to the ESOP, net of dividends and interest received on unallocated ESOP shares, was $1.1 million, $1.3 million and $1.0 million for the years ended December 31, 2017, 2016 and 2015, respectively.
Shares held by the ESOP were as follows:
 December 31,
 2017 2016
Allocated to participants1,203,810
 1,125,448
Distributed to participants(317,914) (313,223)
Unearned
 831,852
Total ESOP shares885,896
 1,644,077
Fair value of unearned shares$
 $12,328
PLAN

Profit Sharing Plan/401(k)401(k) Plan. The Company has a defined contribution plan (“profit sharing plan”) covering all of its eligible employees. Employees are eligible to participate in the profit sharing plan after attainment of age 21 and completion of one year of service. The Company provides a match of $0.50 on each $1.00$1.00 of contribution up to 6% of eligible compensation beginning April 1, 2007.compensation. The Company may also contribute an additional amount annually at the discretion of the Board of Directors. Contributions totaling $328,000, $330,000,$333,000 and $308,000$274,000 were made for the years ended December 31, 2017, 20162023 and 2015,2022, respectively.

NOTE 13 – EQUITY INCENTIVE PLANS

On June 27, 2006, the Company’s stockholders approved the BankFinancial Corporation 2006 Equity Incentive Plan, which authorized the Human Resources Committee of the Board of Directors of the Company to grant a variety of cash- and equity-based incentive awards, including stock options, stock appreciation rights, restricted stock, performance shares and other incentive awards, to employees and directors aggregating up to 3,425,275 shares of the Company’s common stock. The Plan provided that no awards may be granted under the Plan after the ten-year anniversary of the Effective Date. Consequently, no further awards will be granted under this Plan.
As of December 31, 2016, there were 1,752,156 stock options outstanding. During the year ended December 31, 2017, all 1,752,156 stock options were exercised. All stock options were exercised on a net settlement basis, using a portion of the shares obtained upon exercise to pay the exercise price of the stock option. The net settlements resulted in the issuance of 280,554 shares of the Company's common stock. Certain employees also chose to use a portion of the net shares received upon the exercise to pay required tax withholdings. This reduced the net shares issued by 82,528 shares to 198,026 shares. There are no stock options available for grant at December 31, 2017.


84


BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)

NOTE 13 – EQUITY INCENTIVE PLANS (continued)

For the years ended December 31, 2017, 2016 and 2015 the Company recognized zero, $979,000 and $568,000, respectively, of stock-based compensation expenses relating to the granting of stock options.
A summary of the activity in the stock option plan for 2017 follows:
Stock Options 
Number of
Shares
 
Weighted
Average
Exercise Price
 
Weighted
Average
Remaining
Contractual
Term
(in years)
 
Aggregate
Intrinsic
Value (1)
Stock options outstanding at January 1, 2016 1,752,156
 $12.30
 1.48 $778
Stock options granted 
 
    
Stock options exercised 
 
    
Stock options outstanding at December 31, 2016 1,752,156
 $12.30
 0.48 $4,422
Stock options granted 
 
    
Stock options exercised (1,752,156) 12.30
    
Stock options outstanding at December 31, 2017 
 $
 0.00 $
(1) Stock option aggregate intrinsic value represents the number of shares subject to options multiplied by the difference (if positive) in the closing market price of the common stock underlying the options on the date shown and the weighted average exercise price.
The Human Resources Committee of the Board of Directors may grant shares of restricted stock to certain employees and directors of the Company. The awards generally vest annually over varying periods from three to five years and vesting is subject to acceleration in certain circumstances. The cost of such awards will be accrued ratably as compensation expense over such respective periods based on expected vesting dates. The Company recognized zero, $3,000, and $70,000 of expenses relating to the grant of shares of restricted stock during the years ended December 31, 2017, 2016 and 2015, respectively. As of December 31, 2017, the total unrecognized compensation cost related to unvested shares of restricted stock was $8,000. The cost is expected to be recognized over a weighted average period of 9.1 months. There are no shares of restricted stock available for grant at December 31, 2017.
Restricted Stock 
Number of
Shares (1)
 
Weighted Average Fair Value at 
Grant Date
 
Weighted
Average
Term to Vest
(in years)
 
Aggregate
Intrinsic
Value (2)
Shares outstanding at January 1, 2016 7,934
 $8.14
 0.31 $100
Shares granted 
 
    
Shares vested (6,994) 
    
Shares forfeited 
 
    
Shares outstanding at December 31, 2016 940
 $8.14
 0.74 $14
Shares granted 
 
    
Shares vested 
 
    
Shares forfeited 
 
    
Shares outstanding at December 31, 2017 940
 $8.14
 0.00 $14
(1)The end of period balances consist only of unvested shares.
(2)Restricted stock aggregate intrinsic value represents the number of shares of restricted stock multiplied by the market price of the common stock underlying the outstanding shares on the date shown.


85


BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)

NOTE 14 – LOAN COMMITMENTS AND OTHER OFF-BALANCE-SHEET ACTIVITIES


The Company is party to various financial instruments with off-balance-sheet risk. The Company uses these financial instruments in the normal course of business to meet the financing needs of customers and to effectively manage exposure to interest rate risk. These financial instruments include commitments to extend credit, standby letters of credit, unused lines of credit, and commitments to sell loans. When viewed in terms of the maximum exposure, those instruments may involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated statementsConsolidated Statements of financial condition.Financial Condition. Credit risk is the possibility that a counterparty to a financial instrument will be unable to perform its contractual obligations. Interest rate risk is the possibility that, due to changes in economic conditions, the Company’s net interest income will be adversely affected.

The following is a summary of the contractual or notional amount of each significant class of off-balance-sheet financial instruments outstanding. The Company’s exposure to credit loss in the event of nonperformance by the counterparty for commitments to extend credit, standby letters of credit, and unused lines of credit is represented by the contractual notional amount of these instruments.

The contractual or notional amounts are as follows:
 December 31,
 2017 2016
Financial instruments wherein contractual amounts represent credit risk   
Commitments to extend credit$46,615
 $91,172
Standby letters of credit6,757
 1,305
Unused lines of credit129,207
 125,332
Commitments to sell mortgages
 

  

December 31,

 
  

2023

  

2022

 

Financial instruments wherein contractual amounts represent credit risk

        

Commitments to extend credit

 $1,829  $24,524 

Standby letters of credit

  7,566   7,577 

Unused lines of credit

  123,452   129,607 

Commitments to extend credit are generally made for periods of 60 days or less. The fixed-rate loans commitmentloan commitments totaled $19.2 million$917,000 with interest rates ranging from 3.00%5.10% to 6.00%8.93% and maturities ranging from 129 months to 305 years.

Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if it is deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the customers.

The Bank, as a member of Visa USA, received 51,404 unrestricted shares of Visa, Inc. Class B common stock in connection with Visa, Inc.’s initial public offering in 2007, and 32,398 additional shares of Class B common stock, due to a stock split, that were deposited into a litigation escrow that Visa, Inc. established under its retrospective responsibility plan. The retroactive responsibility plan obligates all former Visa USA members to indemnify Visa USA, in proportion to their equity interests in Visa USA, for certain litigation losses and expenses, including settlement expenses, for the lawsuits covered by the retrospective responsibility plan. The primary method for discharging the indemnification obligations under the retrospective responsibility plan is funding the litigation escrow through a reduction of the ratio at which the Visa, Inc. Class B shares can be converted into publicly traded Class A common shares of Visa, Inc. Since the Class B shares were issued, Visa, Inc. has reduced the conversion ratio to provide additional funding for the litigation escrow. Class B shares can only be transferred to other financial institutions until the underlying litigation is finally resolved, and the transfers that have occurred to date have involved material discounts. Due to the restrictions that the retrospective responsibility plan imposes on the Company’s Visa, Inc. Class B shares, the Company has not recorded the Class B shares as an asset.

NOTE 1514 – FAIR VALUE

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:

Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.
Level 2 – Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.


86


BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)

NOTE 15 – FAIR VALUE (continued)

Level 3 – Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2 – Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The Company used the following methods and significant assumptions to estimate the fair value of each type of financial instrument:

Securities: The fair values of marketable equityvalue for investment securities are generallyis determined by quoted market prices, in active markets, for each specific securityif available (Level 1). If Level 1 measurement inputs are not available for a marketable equity security, we determine its fair value based on the quoted price of a similar security traded in an active market (Level 2)). The fair values of debt securities are generally determined by matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities, but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2)2).

65

Impaired Loans:

BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands, except share and per share data)

NOTE 14 – FAIR VALUE (continued)

Loans Evaluated Individually: The Company does not record portfolio loans at fair value on a recurring basis. However, periodically, a loan is evaluated individually and is reported at the fair value of impaired loans withthe underlying collateral, less estimated costs to sell, if repayment is expected solely from the collateral. If the collateral value is not sufficient, a specific allocations of the allowance for loan lossesreserve is generally based on recent real estate appraisals. These appraisals may utilize a single valuation approach orrecorded. Collateral values are estimated using a combination of approachesobservable inputs, including comparable salesrecent appraisals, and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available for similar loans and collateral underlying such loans. Non-real estate collateral may be valued using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discountedunobservable inputs based on management’s historical knowledge, changes in market conditions fromcustomized discounting criteria. Due to the timesignificance of the valuation, and management’s expertise and knowledgeunobservable inputs, fair values of the client and client’s business, resulting in aindividually evaluated collateral dependent loans have been classified as Level 3 fair value classification. Impaired loans are evaluated on a quarterly basis for additional impairment and adjusted in accordance with the allowance policy.

Other Real Estate Owned: 3.

Foreclosed assets: Assets acquired through or instead of loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell. Fair value is commonly based on recent real estate appraisals which are updated no less frequently than annually. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach with data from comparable properties. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Real estate owned propertiesForeclosed assets are evaluated on a quarterly basis for additional impairment and adjusted accordingly.



87


BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amountstransfer to held-for sale, these assets are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis.  These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell. These assets are evaluated on a quarterly basis for additional impairment and adjusted accordingly.  During 2023, we recorded additional valuation adjustments of $49,000 on our Hazel Crest branch office based on the purchase price reflected in thousands, except share and per share data)

NOTE 15 – FAIR VALUE (continued)

the pending sale agreement for the facility.

The following table sets forth the Company’s financial assets that were accounted for at fair value and are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

 Fair Value Measurements Using  
 
Quoted Prices in Active Markets
for Identical
Assets
(Level 1)
 
Significant
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 Fair Value
December 31, 2017       
Securities:       
Certificates of deposit$
 $75,916
 $
 $75,916
Equity mutual fund499
 
 
 499
Mortgage-backed securities – residential
 12,472
 
 12,472
Collateralized mortgage obligations – residential
 4,486
 
 4,486
SBA-guaranteed loan participation certificates
 10
 
 10
 $499
 $92,884
 $
 $93,383
December 31, 2016       
Securities:       
Certificates of deposit$
 $85,938
 $
 $85,938
Equity mutual fund499
 
 
 499
Mortgage-backed securities - residential
 15,184
 
 15,184
Collateralized mortgage obligations – residential
 5,574
 
 5,574
SBA-guaranteed loan participation certificates
 17
 
 17
 $499
 $106,713
 $
 $107,212


88


BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)

NOTE 15 – FAIR VALUE (continued)

  

Fair Value Measurements Using

     
  

Quoted Prices in Active Markets for Identical Assets (Level 1)

  

Significant Observable Inputs (Level 2)

  

Significant Unobservable Inputs (Level 3)

  

Fair Value

 

December 31, 2023

                

Securities:

                

Certificates of deposit

 $  $29,513  $  $29,513 

Municipal securities

     934      934 

U.S. Treasury Notes

  112,508         112,508 

U.S. government-sponsored agencies

     35,391      35,391 

Mortgage-backed securities - residential

     3,367      3,367 

Collateralized mortgage obligations - residential

     1,003      1,003 
  $112,508  $70,208  $  $182,716 
                 

December 31, 2022

                

Securities:

                

Certificates of deposit

 $  $2,233  $  $2,233 

Municipal securities

     225      225 

U.S. Treasury Notes

  163,103         163,103 

U.S. government-sponsored agencies

     39,699      39,699 

Mortgage-backed securities - residential

     3,881      3,881 

Collateralized mortgage obligations – residential

     1,197      1,197 
  $163,103  $47,235  $  $210,338 

The following table sets forth the Company’s assets that were measured at fair value on a non-recurring basis:

 Fair Value Measurement Using  
 
Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)
 
Significant
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
Fair
Value
December 31, 2017       
Other real estate owned:       
One–to–four family residential real estate$
 $
 $102
 $102
Nonresidential real estate
 
 814
 814
Other real estate owned$
 $
 $916
 $916
        
December 31, 2016       
Impaired loans:       
Nonresidential real estate$
 $
 $234
 $234
Impaired loans$
 $
 $234
 $234
Other real estate owned:       
One–to–four family residential real estate$
 $
 $1,282
 $1,282
Nonresidential real estate
 
 553
 553
Land
 
 47
 47
Other real estate owned$
 $
 $1,882
 $1,882

  

Fair Value Measurement Using

     
  

Quoted Prices in Active Markets for Identical Assets (Level 1)

  

Significant Observable Inputs (Level 2)

  

Significant Unobservable Inputs (Level 3)

  

Fair Value

 
                 

December 31, 2023

                

Other real estate owned

 $  $  $405  $405 

Other foreclosed assets

        387   387 

At December 31, 2017 2023 and December 31, 2022 there were no impaired individually evaluated loans that were measured for impairment using the fair value of the collateral for collateral–dependent loans and which had specific valuation allowance, compared to one impaired loan with a carrying amountallowances.

BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands, except share and a valuation allowance of $26,000 at December 31, 2016, resulting in a decrease in the provision for loan losses of $26,000 for the year ended December 31, 2017, compared to an decrease in the provision for loan losses of $18,000 for the year ended December 31, 2016.

OREO isper share data)

NOTE 14 – FAIR VALUE (continued)

Foreclosed assets are carried at the lower of cost or fair value less costs to sell, hadsell. At December 31, 2023, other real estate owned has a carrying value of $1.2 million$472,000 less a valuation allowance of $261,000,$67,000, or $916,000, at December 31, 2017, compared to $2.3 million$405,000, and other foreclosed assets has a carrying value of $431,000 less a valuation allowance of $434,000,$44,000, or $1.9 million at $387,000. At December 31, 2016.2022 there were no foreclosed assets with valuation allowances. There were $333,000 and $314,000was $111,000 of valuation allowance additions charged to expenseadjustments of OREOforeclosed assets recorded for the yearsyear ended December 31, 2017 and 2016, respectively.

2023 compared to $31,000 of valuation adjustments of foreclosed assets recorded for the year ended December 31, 2022.

The following table presents quantitative information, based on certain empirical data with respect to Level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at basis:

  

Fair Value

 

Valuation Technique

 

Unobservable Input

 

Range (Weighted Average)

 

December 31, 2023

           

Other real estate owned

 $405 

Sales comparison

 

Discount applied to valuation

  10.0%

Other foreclosed assets

 $387 

Sales comparison

 

Discount applied to valuation

  6.2%

In January 2023, we completed the previously disclosed closings of our Hazel Crest and Naperville branch offices. At the time of transfer, we recorded a $553,000 valuation adjustment on bank premises held-for-sale. During the remainder of the year ended December 31, 2017:

 Fair Value 
Valuation
Technique
 
Unobservable
Input
 
Range
(Weighted
Average)
Other real estate owned       
One-to-four family residential real estate$102
 Sales comparison Discount applied to valuation 5.6%
Nonresidential real estate814
 Sales comparison Comparison between sales and income approaches 
-3.66% to 15.22%
(11.0%)
 $916
      


89


BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)

NOTE 15 – FAIR VALUE (continued)

The following table presents quantitative information,$49,000 on our Hazel Crest branch office based on certain empirical data with respect to Level 3 fair value measurementsthe purchase price reflected in the pending sale agreement for financial instruments measured at fair value on a non-recurring basis at December 31, 2016:
 Fair Value 
Valuation
Technique
 
Unobservable
Input
 
Range
(Weighted
Average)
Impaired loans       
Nonresidential real estate$234
 Sales comparison Comparison between sales and income approaches -10.2%
   Income approach Cap Rate 8.5%
 $234
      
Other real estate owned       
One-to-four family residential real estate$1,282
 Sales comparison Discount applied to valuation 
8.62% to 20.04%
(11.9%)
Nonresidential real estate553
 Sales comparison Comparison between sales and income approaches 
-3.22% to 4.58%
(3.7%)
Land47
 Sales comparison Discount applied to valuation 
5.74% to 31.60%
(25.2%)
 $1,882
      
the facility.

The carrying amount and estimated fair value of financial instruments isare as follows:

   
Fair Value Measurements at
 December 31, 2017 Using:
  
 
Carrying
Amount
 Level 1 Level 2 Level 3 Total
Financial assets         
Cash and cash equivalents$127,592
 $13,572
 $114,020
 $
 $127,592
Securities93,383
 499
 92,884
 
 93,383
Loans receivable, net of allowance for loan losses1,314,651
 
 1,323,139
 
 1,323,139
FHLB and FRB stock8,290
 
 
 
 N/A
Accrued interest receivable4,619
 
 4,619
 
 4,619
Financial liabilities         
Noninterest-bearing demand deposits$234,354
 $
 $234,354
 $
 $234,354
NOW and money market accounts589,238
   589,238
   589,238
Savings deposits160,501
 
 160,501
 
 160,501
Certificates of deposit355,958
 
 353,969
 
 353,969
Borrowings60,768
 
 60,627
 
 60,627
Accrued interest payable147
 
 147
 
 147


90


BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)

NOTE 15 – FAIR VALUE (continued)

   
Fair Value Measurements at
 December 31, 2016 Using:
  
 
Carrying
Amount
 Level 1 Level 2 Level 3 Total
Financial assets         
Cash and cash equivalents$96,684
 $13,053
 $83,631
 $
 $96,684
Securities107,212
 499
 106,713
 
 107,212
Loans receivable, net of allowance for loan losses1,312,952
 
 1,322,713
 234
 1,322,947
FHLB and FRB stock11,650
 
 
 
 N/A
Accrued interest receivable4,381
 
 4,381
 
 4,381
Financial liabilities        

Noninterest-bearing demand deposits$249,539
 $
 $249,539
 $
 $249,539
NOW and money market accounts578,237
   578,237
   578,237
Savings deposits160,002
 
 160,002
 
 160,002
Certificates of deposit351,612
 
 350,593
 
 350,593
Borrowings51,069
 
 50,015
 
 50,015
Accrued interest payable102
 
 102
 
 102
For purposes of the above, the following assumptions were used:
Cash and Cash Equivalents

      

Fair Value Measurements at December 31, 2023 Using:

     
  Carrying Amount  

Level 1

  

Level 2

  

Level 3

  

Total

 

Financial assets

                    

Cash and cash equivalents

 $178,484  $177,169  $1,315  $  $178,484 

Securities

  182,716   112,508   70,236      182,744 

Loans receivable, net of allowance for credit losses

  1,050,761         997,897   997,897 

FHLB and FRB stock

  7,490            N/A 

Accrued interest receivable

  7,542   475   500   6,567   7,542 

Financial liabilities

                    

Certificates of deposit

  222,391      220,222      220,222 

Borrowings

  25,000      24,960      24,960 

Subordinated notes

  19,678      17,698      17,698 

      

Fair Value Measurements at December 31, 2022 Using:

     
  Carrying Amount  

Level 1

  

Level 2

  

Level 3

  

Total

 

Financial assets

                    

Cash and cash equivalents

 $66,771  $65,967  $804  $  $66,771 

Securities

  210,338   163,103   47,230      210,333 

Loans receivable, net of allowance for credit losses

  1,226,743         1,198,616   1,198,616 

FHLB and FRB stock

  7,490            N/A 

Accrued interest receivable

  7,338   514   477   6,347   7,338 

Financial liabilities

                    

Certificates of deposit

  186,524      182,398      182,398 

Subordinated notes

  19,634      17,800      17,800 

Loans: The estimated fair values for cashexit price observations are obtained from an independent third-party using its proprietary valuation model and cash equivalents are based on their carrying value due to the short-term nature of these assets.

Loans:methodology and may not reflect actual or prospective market valuations. The estimated fair value for loans has been determined by calculating the present value of future cash flowsvaluation is based on the currentprobability of default, loss given default, recovery delay, prepayment, and discount rate the Company would charge for similar loans with similar maturities, applied for an estimated time period until the loan is assumed to be repriced or repaid. The methods utilized to estimate fair value of loans do not necessarily represent an exit price. The estimated fair values of loans held-for-sale are based on outstanding commitments from third-party investors.
FHLB and FRB Stock: It is not practicable to determine the fair value of FHLB and FRB stock due to the restrictions placed on its transferability.
Deposit Liabilities: The estimated fair value for certificates of deposit has been determined by calculating the present value of future cash flows based on estimates of rates the Company would pay on such deposits, applied for the time period until maturity. The estimated fair values of noninterest-bearing demand, NOW, money market, and savings deposits are assumed to approximate their carrying values as management establishes rates on these deposits at a level that approximates the local market area. Additionally, these deposits can be withdrawn on demand.
Borrowings: The estimated fair values of advances from the FHLB and notes payable are based on current market rates for similar financing. The estimated fair value of securities sold under agreements to repurchase is assumed to equal its carrying value due to the short-term nature of the liability.
Accrued Interest: The estimated fair values of accrued interest receivable and payable are assumed to equal their carrying value.
Off-Balance-Sheet Instruments: Off-balance-sheet items consist principally of unfunded loan commitments, standby letters of credit, and unused lines of credit. The estimated fair values of unfunded loan commitments, standby letters of credit, and unused lines of credit are not material.
assumptions.

While the above estimates are based on management’s judgment of the most appropriate factors, as of the balance sheet date, there is no assurance that the estimated fair values would have been realized if the assets were disposed of or the liabilities settled at that date, since market values may differ depending on the various circumstances. The estimated fair values would also not apply to subsequent dates.

In addition, other assets and liabilities that are not financial instruments, such as premises and equipment, are not included in the above disclosures.



67
91



BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands, except share and per share data)


NOTE 16 – COMPANY ONLY CONDENSED FINANCIAL INFORMATION



Condensed financial information15 — REVENUE FROM CONTRACTS WITH CUSTOMERS

All of BankFinancial Corporationthe Company's revenue from contracts with customers in the scope of ASC 606 is recognized within noninterest income. The following table presents the Company's sources of noninterest income. Items outside of the scope of the ASC 606 are noted as such.

  

For the years ended December 31,

 
  

2023

  

2022

 

Deposit service charges and fees

  3,318  $3,271 

Loan servicing fees (1)

  532   590 

Trust and insurance commissions and annuities income

  1,280   1,153 

Losses on sales of securities (1)

  (454)   

Gain on sale of premises and equipment

  9    

Valuation adjustment on bank premises held-for-sale (1)

  (602)   

Loss on bank-owned life insurance (1)

  (346)  (39)

Bank-owned life insurance death benefit (1)

     446 

Other (1)

  680   555 

Total noninterest income

 $4,417  $5,976 

(1)

Not within the scope of ASC 606

A description of December 31, 2017the Company's revenue streams accounted for under ASC 606 follows:

Deposit service charges and 2016fees:The Company earns fees from its deposit customers based on specific types of transactions, account maintenance and overdraft services. Transaction-based fees, which include services such as ATM use fees, stop payment charges, statement rendering, and ACH fees, are recognized at the time the transaction is executed as that is the point in time the Company fulfills the customer's request. Account maintenance fees, which relate primarily to monthly maintenance, are earned over the course of a month, representing the period over which the Company satisfies the performance obligation. Overdraft fees are recognized at the point in time that the overdraft occurs. Service charges on deposits are withdrawn from the customer's account balance.

Interchange income: The Company earns interchange fees from debit cardholder transactions conducted through the Visa payment network. Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized daily, concurrently with the transaction processing services provided to the cardholder. Interchange income is included in deposit service charges and fees. Interchange income for the three years ended December 31, 2017 follows:

Condensed Statements2023 and 2022 was $1.3 million and $1.4 million, respectively.

Trust and insurance commissions and annuities income: The Company earns trust, insurance commissions and annuities income from its contracts with trust customers to manage assets for investment, and/or to transact on their accounts. These fees are primarily earned over time as the Company provides the contracted monthly or quarterly services and are generally assessed based on a tiered scale of Financial Condition

the market value of assets under management (AUM) at month-end. Fees that are transaction based, including trade execution services, are recognized at the point in time that the transaction is executed, i.e., the trade date. Other related services provided include fees the Company earns, which are based on a fixed fee schedule, are recognized when the services are rendered.

Gains/losses on sales of foreclosed assets and other assets: The Company records a gain or loss from the sale of foreclosed assets and other assets when control of the property transfers to the buyer, which generally occurs at the time of an executed deed. When the Company finances the sale of foreclosed assets to the buyer, the Company assesses whether the buyer is committed to perform their obligations under the contract and whether collectability of the transaction price is probable. Once these criteria are met, the foreclosed asset is derecognized and the gain or loss on sale is recorded upon the transfer of control of the property to the buyer. In determining the gain or loss on the sale, the Company adjusts the transaction price and related gain (loss) on sale if a significant financing component is present. Foreclosed assets sales for the years ended December 31,2023 and 2022 were not financed by the Company.

68
 December 31,
 2017 2016
Assets   
Cash in subsidiary$6,393
 $14,543
Loan receivable from ESOP
 10,767
Investment in subsidiary188,873
 176,756
Deferred tax asset2,076
 2,367
Other assets3,307
 347
 $200,649
 $204,780
Liabilities and Stockholders' Equity   
Accrued expenses and other liabilities$3,015
 $
Total stockholders’ equity197,634
 204,780
 $200,649
 $204,780
Condensed Statements of Operations
 For the years ended December 31,
 2017 2016 2015
Interest income$110
 $503
 $544
Dividends from subsidiary10,629
 16,888
 19,710
Other expense1,693
 1,846
 1,536
Income before income tax and undistributed subsidiary income9,046
 15,545
 18,718
Income tax expense (benefit)290
 (502) (783)
Income before equity in undistributed subsidiary income8,756
 16,047
 19,501
Equity in undistributed subsidiary income (excess distributions)248
 (8,545) (10,826)
Net income$9,004
 $7,502
 $8,675


92


BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Table amounts in thousands, except share and per share data)


NOTE 16 – COMPANY ONLY CONDENSED FINANCIAL INFORMATION (continued)



Condensed financial information of BankFinancial Corporation as of December 31,2023 and 2022 and for the two years then ended are as follows:

Condensed Statements of Financial Condition

  

December 31,

 
  

2023

  

2022

 

Assets

        

Cash in subsidiary

 $7,273  $8,512 

Due from other financial institutions

  7,000    

Investment in subsidiary

  158,748   160,446 

Deferred tax asset

  624   595 

Other assets

  1,542   1,868 
  $175,187  $171,421 

Liabilities and Stockholders' Equity

        

Subordinated notes, net of unamortized issuance costs

 $19,678  $19,634 

Accrued expenses and other liabilities

  126   116 

Total stockholders’ equity

  155,383   151,671 
  $175,187  $171,421 

Condensed Statements of Operations

  

For the years ended December 31,

 
  

2023

  

2022

 

Dividends from subsidiary

 $14,700  $12,500 

Interest expense

  794   794 

Other expense

  1,689   1,619 

Income before income tax and undistributed subsidiary excess distributions

  12,217   10,087 

Income tax benefit

  (642)  (625)

Income before equity in undistributed subsidiary excess distributions

  12,859   10,712 

Equity in undistributed subsidiary (excess distributions)

  (3,466)  (218)

Net income

 $9,393  $10,494 

Condensed Statements of Cash Flows

  

For the years ended December 31,

 
  

2023

  

2022

 

Cash flows from operating activities

        

Net income

 $9,393  $10,494 

Adjustments:

        

Amortization

  44   44 

Equity in undistributed subsidiary excess distributions

  3,466   218 

Change in other assets

  297   (374)

Change in accrued expenses and other liabilities

  10   16 

Net cash from operating activities

  13,210   10,398 

Cash flows used in financing activities

        

Repurchase and retirement of common stock

  (2,393)  (4,866)

Cash dividends paid on common stock

  (5,056)  (5,231)

Net cash used in financing activities

  (7,449)  (10,097)

Net change in cash and cash equivalents

  5,761   301 

Beginning cash and cash equivalents

  8,512   8,211 

Ending cash and cash equivalents

 $14,273  $8,512 

69
 For the years ended December 31,
 2017 2016 2015
Cash flows from operating activities     
Net income$9,004
 $7,502
 $8,675
Adjustments:     
Equity in undistributed subsidiary excess distributions(248) 8,545
 10,826
Change in other assets(2,712) (497) (793)
Change in accrued expenses and other liabilities3,015
 
 
Net cash from operating activities9,059
 15,550
 18,708
Cash flows from investing activities     
Principal payments received on ESOP loan
 1,032
 992
Net cash from investing activities
 1,032
 992
Cash flows from financing activities     
Net exercise of stock options(1,237) 
 
Repurchase and retirement of common stock(10,819) (13,215) (9,970)
Cash dividends paid on common stock(5,153) (4,133) (4,145)
Net cash used in financing activities(17,209) (17,348) (14,115)
Net change in cash in subsidiary(8,150) (766) 5,585
Beginning cash in subsidiary14,543
 15,309
 9,724
Ending cash in subsidiary$6,393
 $14,543
 $15,309
NOTE 17 – SELECTED QUARTERLY FINANCIAL DATA (unaudited)
 For the year ended December 31, 2017
 
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
Interest income$13,362
 $13,649
 $14,121
 $15,047
Interest expense1,276
 1,456
 1,615
 1,742
Net interest income12,086
 12,193
 12,506
 13,305
Provision for (recovery of) loan losses161
 49
 (225) (72)
Net interest income11,925
 12,144
 12,731
 13,377
Noninterest income1,544
 1,607
 1,623
 1,634
Noninterest expense11,266
 9,607
 10,200
 9,318
Income before income taxes2,203
 4,144
 4,154
 5,693
Income tax expense322
 1,572
 594
 4,702
Net income$1,881
 $2,572
 $3,560
 $991
Basic earnings per common share$0.10
 $0.14
 $0.20
 $0.06
Diluted earnings per common share0.10
 0.14
 0.20
 0.06
The Company recorded net income of $1.0 million, or $0.06 per common share, for the fourth quarter of 2017. The Company’s net interest income before provision for loan losses was $13.3 million due to stronger loan originations and improved asset quality, which was offset by increased interest bearing liabilities at higher cost of funds. The Company’s fourth quarter 2017 operating results included a $2.5 million provision for taxes related to Tax Cuts and Jobs Act of 2017.


93


BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)

NOTE 17 – SELECTED QUARTERLY FINANCIAL DATA (unaudited) (continued)

 For the year ended December 31, 2016
 First
Quarter
 Second
Quarter
 Third
Quarter
 Fourth
Quarter
Interest income$12,759
 $12,581
 $12,845
 $12,743
Interest expense856
 952
 1,014
 1,148
Net interest income11,903
 11,629
 11,831
 11,595
Provision for (recovery of) loan losses(490) 1,315
 (525) (539)
Net interest income12,393
 10,314
 12,356
 12,134
Noninterest income1,594
 1,537
 1,637
 1,777
Noninterest expense10,930
 10,506
 9,912
 10,194
Income before income taxes3,057
 1,345
 4,081
 3,717
Income tax expense1,153
 514
 1,573
 1,458
Net income$1,904
 $831
 $2,508
 $2,259
Basic earnings per common share$0.10
 $0.04
 $0.13
 $0.12
Diluted earnings per common share0.10
 0.04
 0.13
 0.12
The Company recorded net income of $2.3 million, or $0.12 per common share, for the fourth quarter of 2016. The Company’s net interest income before provision for loan losses was $11.6 million due to stronger loan originations and improved asset quality. The Company’s fourth quarter 2016 operating results included a $539,000 recovery of loan losses. Noninterest expense included gains on OREO sales of $113,000 and $177,000 of nonperforming asset management and OREO expense.


94



ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A.

CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.

Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report (“Evaluation Date”). Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective.

(b) Management’s Annual Report on Internal Control over Financial Reporting.

The annual report of management on the effectiveness of our internal control over financial reporting and the attestation report thereon issued by our independent registered public accounting firm areis set forth under “Report of Management on Internal Control Over Financial Reporting” and “Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting” under Item 8 “Financial Statements and Supplementary Data.”

  This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. As the Company is a non-accelerated filer, management’s report is not subject to attestation by the Company’s registered public accounting firm pursuant to provisions of the Dodd-Frank Act that permit the Company to provide only the management’s report in this annual report.

(c) Changes in internal controls.

There were no changes made in our internal controls over financial reporting during the fourth quarter of 20172023 or, to our knowledge, in other factors that have materially affected, or are reasonably likely to materially affect, these controls.

See the Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 included as Exhibits 31.1 and 31.2 to this Annual Report.

ITEM 9B.

ITEM 9B.

OTHER INFORMATION

Not Applicable.

ITEM 9C.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not Applicable.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

The information

Information concerning our directors and executive officers requiredof the Company is incorporated herein by this item will be filedreference from our definitive Proxy Statement related to our 2023 Annual Meeting of Stockholders (the “Proxy Statement”), specifically the sections captioned “Election of Directors; Information with the SecuritiesRespect to Directors and Exchange Commission by amendment to this Annual Report on Form 10-K, not later than 120 days after the end of our fiscal year.

Executive Officers.”

Section 16(a) Beneficial Ownership Reporting Compliance

The information

Information concerning compliance with the reporting requirements of Section 16(a) compliance is incorporated herein by reference from our Proxy Statement, specifically the sections captioned “Beneficial Ownership of the Securities Exchange Act of 1934Common Stock by our directors, officersCertain Beneficial Owners and 10 percent stockholders required by this item will be filed with the Securities and Exchange Commission by amendment to this Annual Report on Form 10-K, not later than 120 days after the end of our fiscal year.

Management - Delinquent Section 16(a) Reports.”

Code of Ethics

We have adopted a Code of Ethics for Senior Financial Officers that applies to our principal executive officer, principal financial officer, principal accounting officer, and persons performing similar functions. A copy of our Code of Ethics was attached as Exhibit 14 to our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 27, 2006. We have also adopted a Code of Business Conduct, pursuant to NASDAQ requirements, that applies generally to our directors, officers, and employees.

ITEM 11.

EXECUTIVE COMPENSATION

The information

Information concerning executive compensation requiredis incorporated herein by this item will be filed withreference from our Proxy Statement, specifically the Securities and Exchange Commission by amendment to this Annual Report on Form 10-K, not later than 120 days after the end of our fiscal year.


section captioned “Executive Compensation.”

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information

Information concerning securitysecurities ownership of certain beneficial owners and management requiredis incorporated herein by this item will be filed withreference from our Proxy Statement, specifically the Securitiessection captioned “Beneficial Ownership of Common Stock by Certain Beneficial Owners and Exchange Commission by amendment to this Annual Report on Form 10-K, not later than 120 days after the end of our fiscal year.

Securities Authorized for Issuance under Equity Compensation Plans
The following table sets forth information regarding the securities that were authorized for issuance under our 2006 Equity Incentive Plan as of December 31, 2017:
  Column (A) Column (B) Column (C)
Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance under 2006 Equity Incentive Plan (Excluding Securities Reflected in Column (A))
Equity compensation plans approved by stockholders 940
 $12.30
 
Equity compensation plans not approved by stockholders 
 
 
Total 940
 $12.30
 
       
Column (A) represents stock options and restricted stock outstanding under the Company’s 2006 Equity Incentive Plan. Column (B) represents the weighted-average exercise price of the outstanding stock options only; the outstanding restricted stock awards are not included in this calculation. Column (C) represents the maximum aggregate number of future equity awards that can be made under the 2006 Equity Incentive Plan as of December 31, 2017.
Management.”

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information

Information concerning certain relationships and related transactions requiredis incorporated herein by this item will be filedreference from our Proxy Statement, specifically the section captioned “Transactions with the Securities and Exchange Commission by amendment to this Annual Report on Form 10-K, not later than 120 days after the end of our fiscal year.

Certain Related Persons.”

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information

Information concerning principal accountant fees and services will be filed withis incorporated herein by reference from our Proxy Statement, specifically the Securities and Exchange Commission by amendment to this Annual Report on Form 10-K, not later than 120 days aftersection captioned “Ratification of the endAppointment of our fiscal year.the Independent Registered Public Accounting Firm.”

PART IV
ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(1) Financial Statements

The following consolidated financial statement of the registrant and its subsidiaries are filed as part of this document under Item 8 - “Financial Statements and Supplementary Data.”

(A)

Report of Independent Registered Accounting Firm (PCAOB ID: 49)

(B)

(B)

Consolidated Statements of Financial Condition at December 31, 20172023 and 20162022

(C)

(C)

Consolidated Statements of Operations for the years ended December 31, 2017, 20162023 and 20152022

(D)

(D)

Consolidated Statements of Comprehensive Income for the years ended December 31, 2017, 20162023 and 20152022

(E)

Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2017, 20162023 and 2015

2022

(F)

(F)

Consolidated Statements of Cash Flows for the years ended December 31, 2017, 20162023 and 20152022

(G)

(G)

Notes to Consolidated Financial Statements

(a)(2) Financial Statement Schedules

None.



96



(a)(3) Exhibits

The documents set forth below are filed herewith or incorporated herein by reference to the location indicated.

Exhibit

Location

3.1

ExhibitLocation
Articles of Incorporation of BankFinancial Corporation

Exhibit 3.1 to the Registration Statement on Form S-1 of the Company, originally filed with the Securities and Exchange Commission on September 23, 2004

Bylaws of BankFinancial Corporation

Exhibit 3.2 to the Registration Statement on Form S-1 of the Company, originally filed with the Securities and Exchange Commission on September 23, 2004

Articles of Amendment to Charter of BankFinancial Corporation

Exhibit 3.3 to the Registration Statement on Form S-1 of the Company, originally filed with the Securities and Exchange Commission on September 23, 2004

Restated Bylaws of BankFinancial Corporation

Exhibit 3.1 to the Report on Form 8-K of the Company, originally filed with the Securities and Exchange Commission on November 4, 2014

4.1

Form of Common Stock Certificate of BankFinancial Corporation

Exhibit 4 to the Registration Statement on Form S-1 of the Company, originally filed with the Securities and Exchange Commission on September 23, 2004

4.2

Employee Stock Ownership Plan

Description of Registrant's Securities

Exhibit 10.14.2 to the Registration StatementAnnual Report on Form S-110-K of the Company, originally filed with the Securities and Exchange Commission on September 23, 2004March 5, 2020

10.1

BankFinancial FSB

Amended and Restated Employment Agreement withby and among BankFinancial Corporation and F. Morgan Gasior

Exhibit 10.1 to the Current Report on Form 8-K of the Company, originally filed with the Securities and Exchange Commission on May 5, 20084, 2022

10.2

BankFinancial FSB

Amended and Restated Employment Agreement by and among BankFinancial, NA and F. Morgan Gasior

Exhibit 10.2 to the Current Report on Form 8-K of the Company, originally filed with James J. Brennanthe Securities and Exchange Commission on May 4, 2022

10.3

Amended and Restated Employment Agreement by and among BankFinancial Corporation and Paul A. Cloutier

Exhibit 10.3 to the Current Report on Form 8-K of the Company, originally filed with the Securities and Exchange Commission on May 5, 2008.4, 2022

BankFinancial FSB

Amended and Restated Employment Agreement withby and among BankFinancial, NA and Paul A. Cloutier

Exhibit 10.210.4 to the Current Report on Form 8-K of the Company, originally filed with the Securities and Exchange Commission on May 5, 20084, 2022

Form of Incentive Stock Option Award Terms

Employment Agreement by and among BankFinancial, NA and Marci L. Slagle

Exhibit 10.1 to the Current Report on Form 8-K of the Company, originally filed with the Securities and Exchange Commission on September 5, 2006February 22, 2023

2006 BankFinancial Corporation Equity Incentive PlanAppendix C to the Definitive Form 14A, originally filed with the Securities

Amended and Exchange Commission on May 25, 2006 (File No. 000-51331)

Form of Performance Based Incentive Stock Option Award TermsExhibit 10.2 to the Report on Form 8-K of the Company, originally filed with the Securities and Exchange Commission on September 5, 2006
Form of Non-Qualified Stock Option Award TermsExhibit 10.3 to the Report on Form 8-K of the Company, originally filed with the Securities and Exchange Commission on September 5, 2006
Form of Performance Based Non-Qualified Stock Option Award TermsExhibit 10.4 to the Report on Form 8-K of the Company, originally filed with the Securities and Exchange Commission on September 5, 2006
Form of Restricted Stock Unit Award AgreementExhibit 10.5 to the Report on Form 8-K of the Company, originally filed with the Securities and Exchange Commission on September 5, 2006
Form of Performance Based Restricted Stock Award AgreementExhibit 10.6 to the Report on Form 8-K of the Company, originally filed with the Securities and Exchange Commission on September 5, 2006
Form of Restricted Stock Award AgreementExhibit 10.7 to the Report on Form 8-K of the Company, originally filed with the Securities and Exchange Commission on September 5, 2006


97



ExhibitLocation
Form of Stock Appreciation Rights AgreementExhibit 10.8 to the Report on Form 8-K of the Company, originally filed with the Securities and Exchange Commission on September 5, 2006
BankFinancial CorporationRestated Employment Agreement with F. Morgan GasiorExhibit 10.1 to the Report on Form 8-K of the Company, originally filed with the Securitiesby and Exchange Commission on October 20, 2008
among BankFinancial, Corporation Employment Agreement with Paul A. CloutierExhibit 10.2 to the Report on Form 8-K of the Company, originally filed with the SecuritiesNA and Exchange Commission on October 20, 2008
BankFinancial Corporation Employment Agreement with James J. BrennanExhibit 10.3 to the Report on Form 8-K of the Company, originally filed with the Securities and Exchange Commission on October 20, 2008.
BankFinancial Corporation Employment Agreement with Elizabeth A. DoolanExhibit 10.28 to the Annual Report on Form 10-K of the Company, originally filed with the Securities and Exchange Commission on February 23, 2009.
BankFinancial FSB Employment Agreement with Elizabeth A. DoolanExhibit 10.29 to the Annual Report on Form 10-K of the Company, originally filed with the Securities and Exchange Commission on February 23, 2009.
BankFinancial FSB Employment Agreement with Gregg T. AdamsExhibit 10.30 to the Annual Report on Form 10-K/A of the Company originally filed with the Securities and Exchange Commission on April 30, 2010.
BankFinancial FSB Employment Agreement with John G. Manos

Exhibit 10.31 to the Annual Report on Form 10-K/A of the Company originally filed with the Securities and Exchange Commission on April 30, 2010.

Form of Amendment No. 1 to BankFinancial FSB Employment AgreementExhibit 10.3310.6 to the Annual Report on Form 10-K of the Company, originally filed with the Securities and Exchange Commission on March 11, 20139, 2023

Exhibit

Location

14

Form of Amendment No. 1 to BankFinancial FSB Employment AgreementExhibit 10.34 to the Annual Report on Form 10-K of the Company, originally filed with the Securities and Exchange Commission on March 11, 2013
Form of Amendment No. 1 to BankFinancial Corporation Employment AgreementExhibit 10.35 to the Annual Report on Form 10-K of the Company, originally filed with the Securities and Exchange Commission on March 11, 2013
Amended and Restated BankFinancial FSB Employment Agreement with William J. Deutsch, Jr.Exhibit 10.3 to the Report on Form 8-K of the Company, originally filed with the Securities and Exchange Commission on May 20, 2013
Form of Extension of Term of Employment Period, for Named Executive Officers of BankFinancial Corporation (pursuant to terms of existing agreements)Exhibit 10.1 to the Report on Form 8-K of the Company, originally filed with the Securities and Exchange Commission on April 29, 2016
Form of Extension of Term of Employment Period, for Named Executive Officers of BankFinancial FSB (pursuant to terms of existing agreements)Exhibit 10.2 to the Report on Form 8-K of the Company, originally filed with the Securities and Exchange Commission on April 29, 2016
Code of Ethics for Senior Financial Officers

Exhibit 14 to the Annual Report on Form 10-K of the Company, originally filed with the Securities and Exchange Commission on March 27, 2006

Subsidiaries of Registrant

Exhibit 21 to the Registration Statement on Form S-1 of the Company, originally filed with the Securities and Exchange Commission on September 23, 2004

23.1

Consent of Crowe HorwathRSM US LLP

Filed herewith

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Filed herewith



98



32

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

Furnished herewith

97 FurnishedPolicy related to recovery of erroneously awarded compensationFiled herewith

101

The following financial statements from the BankFinancial Corporation Annual Report on Form 10-K for the year ended December 31, 2017,2023, formatted in Inline Extensive Business Reporting Language (XBRL)(iXBRL): (i) consolidated statements of financial condition, (ii) consolidated statements of operations, (iii) consolidated statements of comprehensive income, (iv)consolidated statements of changes in stockholders' equity, (v)consolidated statements of cash flows and (vi) the notes to consolidated financial statements.

Filed herewith

104 Filed herewithCover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)Filed herewith

*

*

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

ITEM 16.

FORM 10-K SUMMARY

Not Applicable.


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BANKFINANCIAL CORPORATION

Date:

March 1, 2024

By:

BANKFINANCIAL CORPORATION
Date:February 23, 2018By:

/s/ F. Morgan Gasior

F. Morgan Gasior

Chairman of the Board, Chief Executive Officer and President

(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.

SignaturesTitleDate
/s/ F. Morgan GasiorChairman of the Board, Chief Executive Officer and PresidentFebruary 23, 2018
F. Morgan Gasior(Principal Executive Officer) 
     

Signatures

Title

Date

/s/ F. Morgan Gasior

Chairman of the Board, Chief Executive Officer and President

March 1, 2024

F. Morgan Gasior

(Principal Executive Officer)

/s/ Paul A. Cloutier

Executive Vice President and Chief Financial Officer

February 23, 2018

March 1, 2024

Paul A. Cloutier

(Principal Financial Officer)

/s/ Elizabeth A. Doolan

Senior Vice President and Controller

February 23, 2018March 1, 2024

Elizabeth A. Doolan

(Principal Accounting Officer)

/s/ Cassandra J. Francis

Director

March 1, 2024

Cassandra J. Francis

/s/ John M. Hausmann

Director

March 1, 2024

John M. Hausmann

/s/ Benjamin Mackovak Director February 23, 2018March 1, 2024
Cassandra J. FrancisBenjamin Mackovak    
     
/s/ John M. HausmannAaron J. O'Connor Director February 23, 2018March 1, 2024
John M. HausmannAaron J. O'Connor    
     

/s/ Thomas F. O'NeillTerry R. Wells

Director

March 1, 2024

Terry R. Wells

/s/ Glen R. Wherfel

Director

March 1, 2024

Glen R. Wherfel

 Director February 23, 2018
Thomas F. O'Neill/s/ Debra R. Zukonik

Director

March 1, 2024
Debra R. Zukonik    
     
/s/ John W. PalmerDirectorFebruary 23, 2018
John W. Palmer
/s/ Terry R. WellsDirectorFebruary 23, 2018
Terry R. Wells
/s/ Glen R. WherfelDirectorFebruary 23, 2018
Glen R. Wherfel


100

73