Basis of Presentation: BankFinancial Corporation, a Maryland corporation headquartered in Burr Ridge, Illinois, is the owner of all of the issued and outstanding capital stock of BankFinancial, NANational Association (the “Bank”). The interim unaudited consolidated financial statements include the accounts and transactions of BankFinancial Corporation, the Bank, and the Bank’s wholly-owned subsidiaries, Financial Assurance Services, Inc. and BFIN Asset Recovery Company, LLC (collectively, “the Company”), and reflect all normal and recurring adjustments that are, in the opinion of management, considered necessary for a fair presentation of the financial condition and results of operations for the periods presented. Such adjustments are the only adjustments reflected in the accompanying financial statements. All significant intercompany accounts and transactions have been eliminated. The results of operations for the ~~nine~~three month period ended ~~September 30, 2021~~March 31, 2022 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, ~~2021~~2022 or for any other period.

Certain information and note disclosures normally included in financial statements prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

Use of Estimates: The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Although these estimates and assumptions are based on the best available information, actual information and actual results could differ from those estimates.

~~COVID-~~19Factored Receivables: ~~: On~~The Company purchases invoices from its factoring customers in schedules or batches. The face value of the invoices purchased or amount advanced is recorded by the Company as factored receivables, and the unadvanced portions of the invoices purchased, less fees, 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to pay customers’ obligations to various third parties as directed by the customer, are periodically released to or withdrawn by customers, and are reported as noninterest-bearing deposits in the Consolidated Statements of Financial Condition.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 $5.4 million and $187,000 at March ~~11, 2020,~~ 31, 2022~~the World Health Organization declared the outbreak of a novel coronavirus (“COVID-~~ and ~~19”~~December 31, 2021~~) as a global pandemic.~~, respectively, and are included in commercial loans and leases. The ~~declaration of a global pandemic indicates that almost all public commerce and related business activities must be, to varying degrees, curtailed~~customer reserves associated with the ~~goal of decreasing the rate of new infections. The outbreak of COVID-~~19 ~~has adversely impacted,~~factored receivables were $1.3 million and ~~could further adversely impact, a broad range of industries in which the Company’s customers operate and impair their ability to fulfill their financial obligations to the Company. On~~$122,000 at March ~~3, 2020,~~ ~~the Federal Open Market Committee reduced the target federal funds rate range by~~ 5031, 2022 ~~basis points to~~and ~~1.00%~~December 31, 2021 to ~~1.25%.~~ ~~This rate was further reduced to a target range of~~ 0% to ~~0.25%~~ on ~~March 16, 2020.~~ ~~These reductions~~, respectively.

Factoring fees are recognized in interest ~~rates~~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 ~~effects of~~similar fees, are reported by the ~~COVID-~~19 ~~outbreak~~ ~~may~~ ~~adversely affect the Company’s financial condition and results of operations. As a result of the spread of the COVID-~~19 ~~coronavirus, economic uncertainties have arisen which are likely to negatively impact net interest income and~~Company as loan servicing fees in noninterest income. ~~Other financial impacts could occur though such potential impact is unknown at this time.~~

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

These unaudited consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021, as filed with the Securities and Exchange Commission.

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. For SEC filers who are smaller reporting companies, such as the Company, ASU 2016-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022.

Amounts reported in earnings per share reflect earnings available to common stockholders for the period divided by the weighted average number of shares of common stock outstanding during the period.

Table of Contents

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*		*Amortized Cost*		*Gross Unrealized Gains*		*Gross Unrealized Losses*			*Fair Value*
Available-for-Sale Securities
September 30, 2021
March 31, 2022
Certificates of deposit	$	7,441	$	0	$	0		$	7,441	$	1,240	$	0	$	0		$	1,240
Municipal securities		401		1		0			402		400		0		(10	)		390
U.S. Treasury Notes											129,039		1		(4,035	)		125,005
Mortgage-backed securities - residential		4,909		212		0			5,121		4,448		101		(11	)		4,538
Collateralized mortgage obligations - residential		1,724		5		0			1,729		1,463		1		(3	)		1,461
	$	14,475	$	218	$	0		$	14,693	$	136,590	$	103	$	(4,059	)	$	132,634
December 31, 2020
December 31, 2021
Certificates of deposit	$	15,117	$	0	$	0		$	15,117	$	2,728	$	0	$	0		$	2,728
Municipal securities		402		7		0			409
U.S. Treasury Notes											76,621		8		(76	)		76,553
Mortgage-backed securities - residential		5,826		282		0			6,108		4,660		173		0			4,833
Collateralized mortgage obligations - residential		2,193		3		(1	)		2,195		1,576		4		0			1,580
	$	23,538	$	292	$	(1	)	$	23,829	$	85,585	$	185	$	(76	)	$	85,694

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.

The amortized cost and fair values of securities available-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.

September 30, 2021

Amortized Cost

Fair Value

Due in one year or less
$ 7,842 $ 7,843
Mortgage-backed securities - residential
4,909 5,121
Collateralized mortgage obligations - residential
1,724 1,729
$ 14,475 $ 14,693

~~Investment securities available-for-sale with carrying value of $1.1 million and $1.2 million at~~ ~~September 30, 2021~~ ~~and~~ ~~December 31, 2020~~~~, respectively, were pledged as collateral on customer repurchase agreements and for other purposes as required or permitted by law.~~

	*March 31, 2022*
	*Amortized Cost*		*Fair Value*
Due in one year or less	$	1,400	$	1,399
Due after one year through five years		129,279		125,236
		130,679		126,635
Mortgage-backed securities - residential		4,448		4,538
Collateralized mortgage obligations - residential		1,463		1,461
	$	136,590	$	132,634

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

		*Less than 12 Months*						*12 Months or More*							*Total*						*Less than 12 Months*							*12 Months or More*						*Total*
	*Count*		*Fair Value*		*Unrealized Loss*		*Count*		*Fair Value*		*Unrealized Loss*			*Count*		*Fair Value*		*Unrealized Loss*			*Count*		*Fair Value*		*Unrealized Loss*			*Count*		*Fair Value*		*Unrealized Loss*		*Count*		*Fair Value*		*Unrealized Loss*

December 31, 2020
March 31, 2022
Municipal securities																						2	$	390	$	(10	)		—	$	—	$	—		2	$	390	$	(10	)
U.S. Treasury Notes																						184		123,053		(4,035	)		—		—		—		184		123,053		(4,035	)
Mortgage-backed securities - residential																						4		679		(11	)		—		—		—		4		679		(11	)
Collateralized mortgage obligations - residential		0	$	0	$	0		3	$	1,588	$	(1	)		3	$	1,588	$	(1	)		3		916		(3	)		—		—		—		3		916		(3	)
																						193	$	125,038	$	(4,059	)		—	$	—	$	—		193	$	125,038	$	(4,059	)

December 31, 2021
U.S. Treasury Notes																						53	$	62,246	$	(76	)		—	$	—	$	—		53	$	62,246	$	(76	)

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.

~~There were~~ no ~~unrealized loss positions at~~ ~~September 30, 2021~~. Certain ~~collateralized mortgage obligations~~available-for-sale securities that the Company holds in its investment portfolio were in an unrealized loss position at ~~December~~March 31, ~~2020,~~ 2022, but the unrealized loss was not ~~considered significant under~~recognized into income because the ~~Company’s impairment testing methodology. In addition,~~issuers were high credit quality, the Company does not intend to sell these securities, and it is notlikely that the Company will~~not~~ be required to sell these securities before their anticipated recovery ~~occurs.~~and the decline in fair value was due to changes in interest rates and other market conditions. The fair values are expected to recover as maturities approach.

Table of Contents

BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 4 - LOANS RECEIVABLE

Loans receivable are as follows:

	*September 30, 2021*			*December 31, 2020*			*March 31, 2022*			*December 31, 2021*
One-to-four family residential real estate	$	31,829		$	41,691		$	28,221		$	30,133
Multi-family mortgage		435,634			452,241			435,522			426,136
Nonresidential real estate		100,469			108,658			99,817			103,172
Construction and land		499			499
Commercial loans and leases		483,705			405,057			496,245			489,512
Consumer		1,760			1,812			1,572			1,685
		1,053,896			1,009,958			1,061,377			1,050,638
Net deferred loan origination costs		55			371			478			284
Allowance for loan losses		(6,895	)		(7,751	)		(6,786	)		(6,715	)
Loans, net	$	1,047,056		$	1,002,578		$	1,055,069		$	1,044,207

The following tables present the balance in the allowance for loan losses and loans receivable by portfolio segment and based on impairment method:

	*Allowance for loan losses*						*Loan Balances*							*Allowance for loan losses*						*Loan Balances*
	*Individually evaluated for impairment*		*Collectively evaluated for impairment*		*Total*		*Individually evaluated for impairment*		*Collectively evaluated for impairment*		*Total*			*Individually evaluated for impairment*		*Collectively evaluated for impairment*		*Total*		*Individually evaluated for impairment*		*Collectively evaluated for impairment*		*Total*
September 30, 2021
March 31, 2022
One-to-four family residential real estate	$	0	$	401	$	401	$	1,354	$	30,475	$	31,829		$	0	$	315	$	315	$	1,067	$	27,154	$	28,221
Multi-family mortgage		0		3,579		3,579		503		435,131		435,634			0		3,390		3,390		492		435,030		435,522
Nonresidential real estate		28		1,278		1,306		296		100,173		100,469			0		957		957		0		99,817		99,817
Construction and land		0		12		12		0		499		499
Commercial loans and leases		0		1,554		1,554		9		483,696		483,705			0		2,078		2,078		164		496,081		496,245
Consumer		0		43		43		0		1,760		1,760			0		46		46		0		1,572		1,572
	$	28	$	6,867	$	6,895	$	2,162	$	1,051,734		1,053,896		$	0	$	6,786	$	6,786	$	1,723	$	1,059,654		1,061,377
Net deferred loan origination costs												55													478
Allowance for loan losses												(6,895	)												(6,786	)
Loans, net											$	1,047,056												$	1,055,069

	*Allowance for loan losses*						*Loan Balances*							*Allowance for loan losses*						*Loan Balances*
	*Individually evaluated for impairment*		*Collectively evaluated for impairment*		*Total*		*Individually evaluated for impairment*		*Collectively evaluated for impairment*		*Total*			*Individually evaluated for impairment*		*Collectively evaluated for impairment*		*Total*		*Individually evaluated for impairment*		*Collectively evaluated for impairment*		*Total*
December 31, 2020
December 31, 2021
One-to-four family residential real estate	$	0	$	518	$	518	$	1,718	$	39,973	$	41,691		$	0	$	331	$	331	$	1,299	$	28,834	$	30,133
Multi-family mortgage		0		4,062		4,062		520		451,721		452,241			0		3,377		3,377		498		425,638		426,136
Nonresidential real estate		28		1,541		1,569		296		108,362		108,658			30		1,281		1,311		297		102,875		103,172
Construction and land		0		12		12		0		499		499
Commercial loans and leases		0		1,536		1,536		0		405,057		405,057			0		1,652		1,652		76		489,436		489,512
Consumer		0		54		54		0		1,812		1,812			0		44		44		0		1,685		1,685
	$	28	$	7,723	$	7,751	$	2,534	$	1,007,424		1,009,958		$	30	$	6,685	$	6,715	$	2,170	$	1,048,468		1,050,638
Net deferred loan origination costs												371													284
Allowance for loan losses												(7,751	)												(6,715	)
Loans, net											$	1,002,578												$	1,044,207

Table of Contents

BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 4 - LOANS RECEIVABLE (continued)

The following table represents the activity in the allowance for loan losses by portfolio segment:

	*Beginning balance*		*Provision for (recovery of) loan losses*			*Loans charged off*			*Recoveries*		*Ending balance*		*Beginning balance*		*Provision for (recovery of) loan losses*			*Loans charged off*			*Recoveries*		*Ending balance*
For the three months ended

September 30, 2021
March 31, 2022
One-to-four family residential real estate													$	331	$	(14	)	$	(4	)	$	2	$	315
Multi-family mortgage														3,377		8			—			5		3,390
Nonresidential real estate														1,311		(162	)		(192	)		—		957
Commercial loans and leases														1,652		425			0			1		2,078
Consumer														44		19			(18	)		1		46
													$	6,715	$	276		$	(214	)	$	9	$	6,786

March 31, 2021
One-to-four family residential real estate	$	396	$	(33	)	$	0		$	38	$	401	$	518	$	(113	)	$	0		$	60	$	465
Multi-family mortgage		3,690		(118	)		0			7		3,579		4,062		(171	)		—			11		3,902
Nonresidential real estate		1,336		(30	)		0			0		1,306		1,569		23			—			—		1,592
Construction and land		11		1			0			0		12		12		0			—			—		12
Commercial loans and leases		1,377		176			0			1		1,554		1,536		(74	)		(86	)		1		1,377
Consumer		47		(2	)		(2	)		0		43		54		0			(9	)		2		47
	$	6,857	$	(6	)	$	(2	)	$	46	$	6,895	$	7,751	$	(335	)	$	(95	)	$	74	$	7,395

September 30, 2020
One-to-four family residential real estate	$	665	$	(42	)	$	(2	)	$	2	$	623
Multi-family mortgage		4,185		(98	)		0			56		4,143
Nonresidential real estate		1,602		115			0			0		1,717
Commercial loans and leases		1,658		(178	)		0			0		1,480
Consumer		46		16			(14	)		0		48
	$	8,156	$	(187	)	$	(16	)	$	58	$	8,011

Beginning balance

Provision for (recovery of) loan losses

Loans charged off

Recoveries

Ending balance

For the nine months ended

September 30, 2021

One-to-four family residential real estate
$ 518 $ (264 ) $ 0 $ 147 $ 401
Multi-family mortgage
4,062 (511 ) 0 28 3,579
Nonresidential real estate
1,569 (263 ) 0 0 1,306
Construction and land
12 0 0 0 12
Commercial loans and leases
1,536 15 (86 ) 89 1,554
Consumer
54 4 (17 ) 2 43
$ 7,751 $ (1,019 ) $ (103 ) $ 266 $ 6,895

September 30, 2020

One-to-four family residential real estate
$ 675 $ (63 ) $ (7 ) $ 18 $ 623
Multi-family mortgage
3,676 384 0 83 4,143
Nonresidential real estate
1,176 541 0 0 1,717
Commercial loans and leases
2,065 (588 ) 0 3 1,480
Consumer
40 52 (44 ) 0 48
$ 7,632 $ 326 $ (51 ) $ 104 $ 8,011

910

Table of Contents

BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 4 - LOANS RECEIVABLE (continued)

Impaired loans

The following tables present loans individually evaluated for impairment by class of loans:

									*Three Months Ended*				*Nine Months Ended*												*Three Months Ended*
									*September 30, 2021*				*September 30, 2021*												*March 31, 2022*
	*Loan Balance*		*Recorded Investment*		*Partial Charge-off*		*Allowance for Loan Losses Allocated*		*Average Investment in Impaired Loans*		*Interest Income Recognized*		*Average Investment in Impaired Loans*		*Interest Income Recognized*		*Loan Balance*		*Recorded Investment*		*Partial Charge-off*		*Allowance for Loan Losses Allocated*		*Average Investment in Impaired Loans*		*Interest Income Recognized*
September 30, 2021
March 31, 2022
With no related allowance recorded:
One-to-four family residential real estate	$	1,465	$	1,354	$	111	$	—	$	1,428	$	7	$	1,524	$	23	$	1,066	$	1,067	$	0	$	—	$	1,190	$	6
Multi-family mortgage - Illinois		503		503		0		—		506		7		512		22		492		492		0		—		495		7
Equipment finance - investment - rated		9		9		0		—		2		0		1		0
Commercial loans and leases																		173		164		9		—		102		0
		1,977		1,866		111		—		1,936		14		2,037		45	$	1,731	$	1,723	$	9	$	—	$	1,787	$	13

With an allowance recorded - nonresidential real estate		280		296		0		28		296		0		296		0
	$	2,257	$	2,162	$	111	$	28	$	2,232	$	14	$	2,333	$	45

									*Year ended*												*Year ended*
									*December 31, 2020*												*December 31, 2021*
	*Loan Balance*		*Recorded Investment*		*Partial Charge-off*		*Allowance for Loan Losses Allocated*		*Average Investment in Impaired Loans*		*Interest Income Recognized*		*Loan Balance*		*Recorded Investment*		*Partial Charge-off*		*Allowance for Loan Losses Allocated*		*Average Investment in Impaired Loans*		*Interest Income Recognized*
December 31, 2020
December 31, 2021
With no related allowance recorded:
One-to-four family residential real estate	$	2,069	$	1,718	$	363	$	—	$	1,782	$	42	$	1,299	$	1,299	$	0	$	—	$	1,473	$	29
Multi-family mortgage - Illinois		520		520		0		—		594		31		498		498		0		—		509		30
Commercial loans and leases														83		76		7		—		7		0
		2,589		2,238		363		—		2,376		73		1,880		1,873		7		—		1,989		59

With an allowance recorded - nonresidential real estate		280		296		0		28		289		0		280		297		7		30		296		0
	$	2,869	$	2,534	$	363	$	28	$	2,665	$	73	$	2,160	$	2,170	$	14	$	30	$	2,285	$	59

Nonaccrual Loans

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

	*Loan Balance*		*Recorded Investment*		*Loans Past Due Over 90 Days, Still Accruing*		Nonaccrual Recorded Investment		Loans Past Due Over 90 Days, Still Accruing
September 30, 2021
March 31, 2022
One-to-four family residential real estate							$	330	$	0
Equipment finance								101		1,531
							$	431	$	1,531
December 31, 2021
One-to-four family residential real estate	$	373	$	341	$	0	$	367	$	0
Nonresidential real estate		280		296		0		297		0
Equipment finance - investment - rated		9		9		0
Commercial loans								0		10
Equipment finance								76		0
	$	662	$	646	$	0	$	740	$	10
December 31, 2020
One-to-four family residential real estate	$	946	$	925	$	0
Nonresidential real estate		280		296		0
	$	1,226	$	1,221	$	0

Nonaccrual loans and impaired 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 individually classified impaired loans.

The Company’s reserve for uncollected loan interest was ~~$132,000~~$47,000 and ~~$133,000~~$140,000 at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021, respectively. When a loan is on nonaccrual status and the ultimate collectability of the total principal of an impaired loan is in doubt, all payments are applied to principal under the cost recovery method. Alternatively, when a loan is on nonaccrual 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. 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 provisions of FASB ASC 310–10, as applicable.

1011

Table of Contents

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 of loans by class of loans:

30-59 Days Past Due

60-89 Days Past Due

90 Days or Greater Past Due

Total Past Due

Loans Not Past Due

Total

September 30, 2021

One-to-four family residential real estate loans:

Owner occupied
$ 32 $ 251 $ 341 $ 624 $ 24,476 $ 25,100
Non-owner occupied
5 9 0 14 6,715 6,729
Multi-family mortgage:

Illinois
0 0 0 0 232,181 232,181
Other
0 0 0 0 203,453 203,453
Nonresidential real estate
0 0 296 296 100,173 100,469
Construction and land
0 0 0 0 499 499
Commercial loans and leases:

Commercial
0 0 0 0 79,873 79,873
Asset-based
0 0 0 0 14,716 14,716
Equipment finance:

Government
0 1,190 0 1,190 157,989 159,179
Investment-rated
748 0 9 757 78,065 78,822
Other
1,112 476 0 1,588 108,095 109,683
Middle market
0 0 0 0 33,125 33,125
Small ticket
0 0 0 0 8,307 8,307
Consumer
7 21 0 28 1,732 1,760
$ 1,904 $ 1,947 $ 646 $ 4,497 $ 1,049,399 $ 1,053,896

30-59 Days Past Due

60-89 Days Past Due

90 Days or Greater Past Due

Total Past Due

Loans Not Past Due

Total

December 31, 2020

One-to-four family residential real estate loans:

Owner occupied
$ 252 $ 211 $ 834 $ 1,297 $ 32,078 $ 33,375
Non-owner occupied
3 132 91 226 8,090 8,316
Multi-family mortgage:

Illinois
86 0 0 86 221,943 222,029
Other
0 0 0 0 230,212 230,212
Nonresidential real estate
0 0 296 296 108,362 108,658
Construction and land
0 0 0 0 499 499
Commercial loans and leases:

Commercial
4,886 0 0 4,886 72,809 77,695
Asset-based
0 0 0 0 1,740 1,740
Equipment finance:

Government
2,468 0 0 2,468 100,272 102,740
Investment-rated
618 225 0 843 87,751 88,594
Other
853 2,487 0 3,340 122,677 126,017
Middle market
0 0 0 0 6,988 6,988
Small ticket
0 0 0 0 1,283 1,283
Consumer
6 5 0 11 1,801 1,812
$ 9,172 $ 3,060 $ 1,221 $ 13,453 $ 996,505 $ 1,009,958

	*30-59 Days Past Due*		*60-89 Days Past Due*		*90 Days or Greater Past Due*		*Total Past Due*		*Loans Not Past Due*		*Total*
March 31, 2022
One-to-four family residential real estate loans:
Owner occupied	$	497	$	17	$	330	$	844	$	21,871	$	22,715
Non-owner occupied		87		0		0		87		5,419		5,506
Multi-family mortgage:
Illinois		188		0		0		188		251,134		251,322
Other		1,040		0		0		1,040		183,160		184,200
Nonresidential real estate		0		0		0		0		99,817		99,817
Commercial loans and leases:
Commercial		2,953		0		0		2,953		67,972		70,925
Asset based & factored receivables		804		13		0		817		30,071		30,888
Equipment finance:
Government		8,181		0		1,566		9,747		163,952		173,699
Corporate - Investment-grade		6,097		0		0		6,097		68,189		74,286
Corporate - Other		1,358		0		0		1,358		80,451		81,809
Middle market		437		0		0		437		46,621		47,058
Small ticket		0		0		66		66		17,514		17,580
Consumer		7		6		0		13		1,559		1,572
	$	21,649	$	36	$	1,962	$	23,647	$	1,037,730	$	1,061,377

	*30-59 Days Past Due*		*60-89 Days Past Due*		*90 Days or Greater Past Due*		*Total Past Due*		*Loans Not Past Due*		*Total*
December 31, 2021
One-to-four family residential real estate loans:
Owner occupied	$	181	$	250	$	367	$	798	$	23,333	$	24,131
Non-owner occupied		2		9		0		11		5,991		6,002
Multi-family mortgage:
Illinois		189		0		0		189		235,681		235,870
Other		0		0		0		0		190,266		190,266
Nonresidential real estate		0		0		297		297		102,875		103,172
Commercial loans and leases:
Commercial		0		0		0		0		67,995		67,995
Asset based & factored receivables		26		6		10		42		19,358		19,400
Equipment finance:
Government		3,160		4,718		0		7,878		170,584		178,462
Corporate - Investment-grade		290		1,201		0		1,491		81,135		82,626
Corporate - Other		3,015		0		76		3,091		85,760		88,851
Middle market		0		0		0		0		40,582		40,582
Small ticket		0		0		0		0		11,596		11,596
Consumer		13		4		0		17		1,668		1,685
	$	6,876	$	6,188	$	750	$	13,814	$	1,036,824	$	1,050,638

Table of Contents

BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 4 - LOANS RECEIVABLE (continued)

U.S. Small Business Administration Paycheck Protection Program ("PPP")

In response to the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act ("CARES Act") was passed by Congress and signed into law on March 27, 2020. The CARES Act established the ~~Paycheck Protection Program loan,~~PPP, designed to provide a direct incentive for small businesses to keep their workers on the payroll. Under the most recently published guidance, the U.S. Small Business Administration ("SBA") will forgive PPP loans if all employee retention criteria are met, and the funds are used for eligible expenses.

The following table presents the PPP activity:

	*For the Three Months Ended September 30,*				*For the Nine Months Ended September 30,*				*Three Months Ended March 31,*
	*2021*		*2020*		*2021*		*2020*		*2022*		*2021*
Paycheck protection program:
Paycheck Protection Program:
Number of loans originated		0		10		238		315		0		193
Loan balance originations	$	0	$	136	$	10,135	$	11,160	$	0	$	8,624
Loan balance forgiven	$	4,801	$	0	$	14,538	$	117	$	2,359	$	7,902

September 30, 2021

December 31, 2020

Paycheck protection program loans

Number of loans
116 290
Loan balance
$ 5,777 $ 10,180

~~COVID-~~19 ~~Loan Forbearance Programs~~

~~Section~~ ~~4013~~ of the CARES Act provides that a qualified loan modification is exempt by law from classification as a Troubled Debt Restructuring ("TDR") pursuant to US GAAP. In addition, the Revised Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working With Customers Affected by the Coronavirus (“OCC Bulletin ~~2020~~-~~50”~~~~) provides more limited circumstances in which a loan modification is~~ ~~not~~ subject to classification as a TDR and also defines the circumstances where the borrower’s loan is reported as current on loan payments. Pursuant to these new capabilities, we developed several loan forbearance programs to assist borrowers with managing cash flows disrupted due to COVID-~~19.~~

~~Our Apartment and Commercial Real Estate COVID-~~19 ~~Qualified Limited Forbearance Agreement permitted borrowers who qualified under Section~~ ~~4013~~ ~~of the CARES Act to make an election to pay only scheduled interest and escrow payments (if applicable) for a~~ ~~four~~~~-month period beginning in~~ ~~April 2020,~~ ~~and to pay all deferred principal payments by~~ ~~December 2020.~~

~~Our Small Investment Property COVID-~~19 ~~Qualified Limited Forbearance Agreement permitted borrowers with loan balances under~~ ~~$750,000~~ ~~who qualified under Section~~ ~~4013~~ ~~of the CARES Act to make an election to pay only scheduled interest and escrow payments (if applicable) for a~~ ~~four~~~~-month period beginning in~~ ~~April 2020,~~ ~~and to pay all deferred principal payments by~~ ~~December 2020.~~ ~~In addition, the borrower could elect to defer the~~ ~~May 2020~~ ~~loan payment entirely, with all deferred interest amounts due by~~ ~~December 2020~~ ~~and all deferred principal amounts due by~~ ~~June 30, 2021.~~

~~CARES Act Section~~ ~~4013~~ ~~and OCC Bulletin~~ ~~2020~~-35 ~~forbearance agreements are available to qualified commercial loan and commercial finance borrowers, and to commercial equipment lessees.~~

~~For residential mortgage and consumer loans, relief under CARES Act Section~~ ~~4013~~ ~~or OCC Bulletin~~ ~~2020~~-35 ~~forbearance agreements are available to qualified borrowers with terms consistent with secondary residential mortgage market standards established by Fannie Mae.~~

~~Table of Contents~~

~~BANKFINANCIAL CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

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

~~NOTE~~ 4 ~~- LOANS RECEIVABLE~~ ~~(continued)~~

~~Per the terms of the COVID-~~19 ~~loan forbearance modifications program, all loan deferrals were paid in full as of~~ ~~June 30, 2021.~~

~~The following table summarizes the remaining loan forbearance modifications as of~~ ~~December 31, 2020:~~

Number of loans

Principal Balance

Remaining Amounts Deferred

Small Investment Property COVID-19 Qualified Limited Forbearance Agreement

Multi-family mortgage
8 $ 3,092 $ 17
Nonresidential real estate
10 3,363 22
Apartment and Commercial Real Estate COVID-19 Qualified Limited Forbearance Agreement

Nonresidential real estate
2 2,480 6
One-to-four family residential real estate
10 1,402 8

30 $ 10,337 $ 53

	*March 31, 2022*		*December 31, 2021*
Paycheck Protection Program loans
Number of loans		40		76
Loan balance	$	1,684	$	4,043

Troubled Debt Restructurings

The Company evaluates loan extensions or modifications~~not~~ ~~qualified under Section~~ ~~4013~~ ~~of the CARES Act or under OCC Bulletin~~ ~~2020~~-35 in accordance with FASB ASC 340-10 with respect to the classification of the loan as a 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 0 TDRs at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021. During the three ~~and~~ ~~nine~~months ended ~~September 30, 2021~~March 31, 2022 and ~~2020~~2021, there were 0 loans modified and classified as TDRs. During the three ~~and~~ ~~nine~~months ended ~~September 30, 2021~~March 31, 2022 and ~~2020~~2021, there were 0 TDR loans that subsequently defaulted within twelve months of their modification.

A loan is considered to be in payment default once it is 90 days contractually past due under the modified terms.

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.

Table of Contents

BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 4 - LOANS RECEIVABLE (continued)

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 on credit risk. This analysis includes non-homogeneous loans, such as commercial and commercial real estate loans. This analysis is performed on a monthly basis. The Company uses the following definitions for risk ratings:

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 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 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.

Pass. Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered “Pass” rated loans.

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

	*Pass*		*Special Mention*		*Substandard*		*Nonaccrual*		*Total*		*Pass*		*Special Mention*		*Substandard*		*Nonaccrual*		*Total*
September 30, 2021
March 31, 2022
One-to-four family residential real estate loans:
Owner occupied	$	24,362	$	0	$	397	$	341	$	25,100	$	22,028	$	0	$	357	$	330	$	22,715
Non-owner occupied		6,617		0		112		0		6,729		5,430		0		76		0		5,506
Multi-family mortgage:
Illinois		231,855		326		0		0		232,181		250,999		323		0		0		251,322
Other		203,453		0		0		0		203,453		184,200		0		0		0		184,200
Nonresidential real estate		100,173		0		0		296		100,469		99,817		0		0		0		99,817
Construction and land		499		0		0		0		499
Commercial loans and leases:
Commercial		79,873		0		0		0		79,873		70,925		0		0		0		70,925
Asset-based		14,716		0		0		0		14,716
Asset based & factored receivables												26,672		4,216		0		0		30,888
Equipment finance:
Government		159,179		0		0		0		159,179		173,664		0		0		35		173,699
Investment-rated		78,813		0		0		9		78,822
Other		108,492		0		1,191		0		109,683
Corporate - Investment-grade												74,286		0		0		0		74,286
Corporate - Other												80,757		989		63		0		81,809
Middle market		33,125		0		0		0		33,125		47,058		0		0		0		47,058
Small ticket		8,307		0		0		0		8,307		17,514		0		0		66		17,580
Consumer		1,751		2		7		0		1,760		1,563		6		3		0		1,572
	$	1,051,215	$	328	$	1,707	$	646	$	1,053,896	$	1,054,913	$	5,534	$	499	$	431	$	1,061,377

Table of Contents

BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 4 - LOANS RECEIVABLE (continued)

	*Pass*		*Special Mention*		*Substandard*		*Nonaccrual*		*Total*		*Pass*		*Special Mention*		*Substandard*		*Nonaccrual*		*Total*
December 31, 2020
December 31, 2021
One-to-four family residential real estate loans:
Owner occupied	$	32,089	$	0	$	452	$	834	$	33,375	$	23,396	$	0	$	368	$	367	$	24,131
Non-owner occupied		8,164		27		34		91		8,316		5,894		0		108		0		6,002
Multi-family mortgage:
Illinois		222,029		0		0		0		222,029		235,545		325		0		0		235,870
Other		230,212		0		0		0		230,212		190,266		0		0		0		190,266
Nonresidential real estate		106,280		1,998		84		296		108,658		102,875		0		0		297		103,172
Construction and land		499		0		0		0		499
Commercial loans and leases:
Commercial		72,809		0		4,886		0		77,695		67,995		0		0		0		67,995
Asset-based		1,740		0		0		0		1,740
Asset based & factored receivables												19,400		0		0		0		19,400
Equipment finance:
Government		102,740		0		0		0		102,740		178,427		35		0		0		178,462
Investment-rated		88,594		0		0		0		88,594
Other		125,012		0		1,005		0		126,017
Corporate - Investment-grade												82,626		0		0		0		82,626
Corporate - Other												87,685		1,090		0		76		88,851
Middle market		6,988		0		0		0		6,988		40,582		0		0		0		40,582
Small ticket		1,283		0		0		0		1,283		11,596		0		0		0		11,596
Consumer		1,802		5		5		0		1,812		1,675		4		6		0		1,685
	$	1,000,241	$	2,030	$	6,466	$	1,221	$	1,009,958	$	1,047,962	$	1,454	$	482	$	740	$	1,050,638

NOTE 5 - FORECLOSED ASSETS

Real estate that is acquired through foreclosure or a deed in lieu of foreclosure is classified as other 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 loan 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.

September 30, 2021

December 31, 2020

Balance

Valuation Allowance

Net Balance

Balance

Valuation Allowance

Net Balance

Other real estate owned:

One–to–four family residential
$ 340 $ (228 ) $ 112 $ 157 $ 0 $ 157
Nonresidential real estate
170 (30 ) 140 0 0 0
510 (258 ) 252 157 0 157

Other foreclosed assets
875 (78 ) 797 0 0 0
$ 1,385 $ (336 ) $ 1,049 $ 157 $ 0 $ 157

	*March 31, 2022*							*December 31, 2021*
	*Balance*		*Valuation Allowance*			*Net Balance*		*Balance*		*Valuation Allowance*			*Net Balance*

Foreclosed assets - Nonresidential real estate OREO	$	274	$	0		$	274	$	0	$	0		$	0
Other foreclosed assets		913		(219	)		694		952		(227	)		725
	$	1,187	$	(219	)	$	968	$	952	$	(227	)	$	725

The following represents the roll forward of foreclosed assets:

	*For the Three Months Ended*						*For the Nine Months Ended*						*For the Three Months Ended*
	*September 30,*						*September 30,*						*March 31,*
	*2021*			*2020*			*2021*			*2020*			*2022*			*2021*
Beginning balance	$	1,702		$	143		$	157		$	186		$	725		$	157
New foreclosed assets		0			0			4,473			33			274			4,473
Valuation adjustments		(124	)		0			(405	)		0
Valuation reductions from sales		69			0			69			0			8			0
Sales		(598	)		(33	)		(3,245	)		(109	)		(39	)		0
Ending balance	$	1,049		$	110		$	1,049		$	110		$	968		$	4,630

Table of Contents

BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 5 - FORECLOSED ASSETS (continued)

Activity in the valuation allowance is as follows:

	*For the Three Months Ended*					*For the Nine Months Ended*					*For the Three Months Ended*
	*September 30,*					*September 30,*					*March 31,*
	*2021*			*2020*		*2021*			*2020*		*2022*			*2021*
Beginning balance	$	281		$	0	$	0		$	0	$	227		$	0
Additions charged to expense		124			0		405			0
Reductions from sales		(69	)		0		(69	)		0		(8	)		0
Ending balance	$	336		$	0	$	336		$	0	$	219		$	0

~~There were~~ no ~~valuation allowances at~~ ~~December 31, 2020~~.

At ~~September 30, 2021~~ ~~and~~ ~~December 31, 2020~~~~, the balance of OREO includes 0 foreclosed residential real estate properties recorded as a result of obtaining physical possession of the property without title. At~~ ~~September 30, 2021~~ ~~and~~ ~~December 31, 2020~~~~, the~~The recorded investment of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings were in ~~process~~process was $73,000 at March 31, 2022and ~~$187,000, respectively. The~~December 31, 2021. At March 31, 2022, other foreclosed assets ~~consist~~consisted of non real estate collateral repossessed related to a previously classified Chicago area commercial loan.

~~NOTE~~At 6March 31, 2022, the balance of OREO includes 0 ~~- LEASES~~

~~The following table represents the classification~~foreclosed residential real estate properties recorded as a result of obtaining physical possession of the ~~Company's right of use and lease liabilities:~~

Statement of Financial Condition Location

September 30, 2021

December 31, 2020

Operating Lease Right of Use Asset:

Gross carrying amount
$ 6,805 $ 6,694
New lease obligation
866 111
Accumulated amortization
(2,502 ) (1,730 )
Net recorded value

Other assets
$ 5,169 $ 5,075

Operating Lease Liabilities:

Right of use lease obligations

Other liabilities
$ 5,169 $ 5,075

~~Lease amortization expense was $292,000 and $221,000 for the~~ ~~three~~ ~~months ended~~ ~~September 30, 2021~~ ~~and~~ ~~2020~~~~, respectively, and $773,000 and $660,000 for the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2021~~ ~~and~~ ~~2020~~~~, respectively. At~~ ~~September 30, 2021~~, the weighted-average remaining lease term for the Company's operating leases was 7.1 years and the weighted-average discount rate used in the measurement of the Company's operating lease liabilities was 2.83%. 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 Three Months Ended

For the Nine Months Ended

September 30,

September 30,

Lease cost:

2021

2020

2021

2020

Operating lease cost
$ 292 $ 221 $ 773 $ 660
Short-term lease cost
35 42 127 113
Sublease income
(8 ) (19 ) (30 ) (56 )
Total lease cost
$ 319 $ 244 $ 870 $ 717

Other information:

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

Operating cash flows from operating leases
$ 279 $ 238 $ 795 $ 709

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

Twelve months ended September 30,

2022
$ 1,280
2023
1,290
2024
808
2025
505
2026
511
Thereafter
1,833
Total future minimum operating lease payments
6,227
Amounts representing interest
(1,058 )
Present value of net future minimum operating lease payments
$ 5,169

~~Table of Contents~~

~~BANKFINANCIAL CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

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

property without title.

NOTE 76 - BORROWINGS AND SUBORDINATED NOTES

Borrowings and Subordinated ~~Notes~~notes were as follows:

	*September 30, 2021*					*December 31, 2020*					*March 31, 2022*					*December 31, 2021*
	*Contractual*					*Contractual*					*Contractual*					*Contractual*
	*Rate*			*Amount*		*Rate*			*Amount*		*Rate*			*Amount*		*Rate*			*Amount*
Fixed-rate advance from FHLB, due May 9, 2022		0	%	$	5,000		0	%	$	4,000		0	%	$	5,000		0	%	$	5,000
Subordinated Notes, due May 15, 2031		3.75	%		19,578		0	%		0
Subordinated notes, due May 15, 2031												3.75	%		19,601		3.75	%		19,590
Line of credit, due March 31, 2022		2.50	%		0		2.50	%		0		2.75	%		0		2.50	%		0

OnIn ~~April 14,~~ 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 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 ~~September 30,~~March 31, 2022 and December 31, 2021, there were ~~$422,000~~$399,000 and $410,000, 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 May 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 redeemable, 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 acceleration 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~~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 ~~rate~~ minus 0.75%, with a minimum rate of 2.40%. The line of credit has been extended since its original maturity date and is currently in the ~~current maturity date is~~ ~~March 31, 2022.~~ ~~The~~process of renewal. The line of credit had 0 outstanding balance at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021

NOTE 87– – 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.


	•	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 value for investment securities is determined by quoted market prices, if available (Level 1). 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).

Table of Contents

BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 87 - FAIR VALUE (continued)

Impaired loans: The fair value of impaired loans with specific allocations of the allowance for loan losses is generally based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales 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~~Non real estate collateral may be valued using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business, resulting in a Level 3 fair value classification. Impaired loans are evaluated on a quarterly basis for additional impairment and adjusted in accordance with the allowance policy.

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. Foreclosed assets are evaluated on a quarterly basis for additional impairment and adjusted accordingly.

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*								*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*		*Quoted Prices in Active Markets for Identical Assets (Level 1)*		*Significant Observable Inputs (Level 2)*		*Significant Unobservable Inputs (Level 3)*		*Fair Value*
September 30, 2021
March 31, 2022
Securities:
Certificates of deposit	$	0	$	7,441	$	0	$	7,441	$	0	$	1,240	$	0	$	1,240
Municipal securities		0		402		0		402		0		390		0		390
U.S. Treasury Notes										125,005		0		0		125,005
Mortgage-backed securities – residential		0		5,121		0		5,121		0		4,538		0		4,538
Collateralized mortgage obligations – residential		0		1,729		0		1,729		0		1,461		0		1,461
	$	0	$	14,693	$	0	$	14,693	$	125,005	$	7,629	$	0	$	132,634
December 31, 2020
December 31, 2021
Securities:
Certificates of deposit	$	0	$	15,117	$	0	$	15,117	$	0	$	2,728	$	0	$	2,728
Municipal securities		0		409		0		409
U.S. Treasury Notes										76,553		0		0		76,553
Mortgage-backed securities - residential		0		6,108		0		6,108		0		4,833		0		4,833
Collateralized mortgage obligations – residential		0		2,195		0		2,195		0		1,580		0		1,580
	$	0	$	23,829	$	0	$	23,829	$	76,553	$	9,141	$	0	$	85,694

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

September 30, 2021

Impaired loans - nonresidential real estate
$ 0 $ 0 $ 268 $ 268

Foreclosed assets:

One–to–four family residential
$ 0 $ 0 $ 73 $ 73
Nonresidential real estate
0 0 140 140
Other foreclosed assets
0 0 792 792
$ 0 $ 0 $ 1,005 $ 1,005

December 31, 2020

Impaired loans - nonresidential real estate
$ 0 $ 0 $ 268 $ 268

	*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*
March 31, 2022
Foreclosed assets	$	0	$	0	$	694	$	694


December 31, 2021
Impaired loans	$	0	$	0	$	267	$	267
Foreclosed assets	$	0	$	0	$	725	$	725

Table of Contents

BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 7 - FAIR VALUE (continued)

Impaired loans, which are measured for impairment using the fair value of the collateral for collateral-dependent loans, had a carrying amount of $297,000, with a valuation allowance of $30,000 at December 31, 2021. There was a recovery of $30,000 of the provision for loan losses for the three months ended March 31, 2022, compared to no change in the provision for loan losses of $28,000 for the three months ended March 31, 2021.

Foreclosed assets are carried at the lower of cost or fair value less costs to sell. At March 31, 2022 foreclosed assets had a carrying value of $913,000 less a valuation allowance of $219,000, or $694,000. At December 31, 2021, foreclosed assets had a carrying value of $952,000 less a valuation allowance of $227,000, or $725,000. There was 0 valuation adjustment of foreclosed assets recorded in the three months ended March 31, 2022 and 2021.

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:

	*Fair Value*		*Valuation Technique(s)*	*Significant Unobservable Input(s)*	*Range (Weighted Average)*
March 31, 2022
Foreclosed assets	$	694	Redemption value	Discount applied to valuation		7.6	%

December 31, 2021
Impaired loans	$	267	Sales comparison	Discount applied to valuation		22.0	%
Foreclosed assets	$	725	Redemption value	Discount applied to valuation		15.6	%

The carrying amount and estimated fair value of financial instruments are as follows:

			*Fair Value Measurements at March 31, 2022 Using:*
	*Carrying Amount*		*Level 1*		*Level 2*		*Level 3*		*Total*
Financial assets
Cash and cash equivalents	$	401,002	$	356,112	$	44,890	$	0	$	401,002
Securities		132,634		125,005		7,629		0		132,634
Loans receivable, net of allowance for loan losses		1,055,069		0		0		1,051,511		1,051,511
FHLB and FRB stock		7,490		0		0		0		N /A
Accrued interest receivable		5,890		251		83		5,556		5,890
Financial liabilities
Certificates of deposit		200,141		0		198,123		0		198,123
Borrowings		5,000		0		4,999		0		4,999
Subordinated notes		19,601		0		19,408		0		19,408

			*Fair Value Measurements at December 31, 2021 Using:*
	*Carrying Amount*		*Level 1*		*Level 2*		*Level 3*		*Total*
Financial assets
Cash and cash equivalents	$	502,162	$	448,552	$	53,610	$	0	$	502,162
Securities		85,694		76,553		9,141		0		85,694
Loans receivable, net of allowance for loan losses		1,044,207		0		0		1,039,298		1,039,298
FHLB and FRB stock		7,490		0		0		0		N /A
Accrued interest receivable		4,648		79		13		4,556		4,648
Financial liabilities
Certificates of deposit		206,918		0		206,530		0		206,530
Borrowings		5,000		0		4,999		0		4,999
Subordinated notes		19,590		0		20,240		0		20,240

Table of Contents

BANKFINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 8 ~~- FAIR VALUE~~ ~~(continued)~~

~~Impaired loans, which are measured for impairment using the fair value of the collateral for collateral–dependent loans, had a carrying amount of $296,000, with a valuation allowance of $28,000 at~~ ~~September 30, 2021~~ ~~and~~ ~~December 31, 2020~~~~. There was~~ no ~~change in the provision for loan losses of $28,000 for the~~ ~~three~~ ~~and~~ ~~nine~~ ~~months ended~~ ~~September 30, 2021~~~~, compared to the provision for loan losses of $20,000 for the~~ ~~three~~ ~~and~~ ~~nine~~ ~~months ended~~ ~~September 30, 2020~~.

~~Foreclosed assets are carried at the lower of cost or fair value less costs to sell. At~~ ~~September 30, 2021~~ ~~foreclosed assets had a carrying value of $1.4 million less a valuation allowance of $336,000, or $1.0 million. At~~ ~~December 31, 2020~~~~, there were 0 foreclosed assets with valuation allowances. There were $124,000 of valuation adjustments of foreclosed assets recorded in the~~ ~~three~~ ~~months ended~~ ~~September 30, 2021~~ ~~and $405,000 of valuation adjustments of foreclosed assets for the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2021~~~~, compared to 0 valuation adjustment recorded for the~~ ~~three~~ or ~~nine~~ ~~months ended~~ ~~September 30, 2020~~.

~~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:~~

Fair Value

Valuation Technique(s)

Significant Unobservable Input(s)

Range (Weighted Average)

September 30, 2021

Impaired loans - nonresidential real estate
$ 268
Sales comparison

Discount applied to valuation
22.0 %

Foreclosed assets:

One–to–four family residential
$ 73
Sales comparison

Discount applied to valuation
65.0 %
Nonresidential real estate
140
Sales comparison

Discount applied to valuation
11.8 %
Other foreclosed assets
792
Redemption value

Discount applied to valuation
22.0 %
$ 1,005

December 31, 2020

Impaired loans - nonresidential real estate
$ 268
Sales comparison

Discount applied to valuation
22.0 %

~~The carrying amount and estimated fair value of financial instruments are as follows:~~

Fair Value Measurements at September 30, 2021 Using:

Carrying Amount

Level 1

Level 2

Level 3

Total

Financial assets

Cash and cash equivalents
$ 528,615 $ 11,432 $ 517,183 $ 0 $ 528,615
Securities
14,693 0 14,693 0 14,693
Loans receivable, net of allowance for loan losses
1,047,056 0 0 1,045,500 1,045,500
FHLB and FRB stock
7,490 0 0 0 N /A
Accrued interest receivable
5,118 0 103 5,015 5,118
Financial liabilities

Certificates of deposit
217,267 0 217,452 0 217,452
Borrowings
5,000 0 4,998 0 4,998
Subordinated Notes
19,578 0 20,525 0 20,525

Fair Value Measurements at December 31, 2020 Using:

Carrying Amount

Level 1

Level 2

Level 3

Total

Financial assets

Cash and cash equivalents
$ 503,496 $ 14,115 $ 489,381 $ 0 $ 503,496
Securities
23,829 0 23,829 0 23,829
Loans receivable, net of allowance for loan losses
1,002,578 0 0 1,004,854 1,004,854
FHLB and FRB stock
7,490 0 0 0 N /A
Accrued interest receivable
3,941 0 52 3,889 3,941
Financial liabilities

Certificates of deposit
253,000 0 253,906 0 253,906
Borrowings
4,000 0 3,998 0 3,998

~~Table of Contents~~

~~BANKFINANCIAL CORPORATION~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

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

~~NOTE~~ 87 - FAIR VALUE (continued)

Loans: The exit price observations are obtained from an independent third-party using its proprietary valuation model and methodology and may not reflect actual or prospective market valuations. The valuation is based on the probability of default, loss given default, recovery delay, prepayment, and discount rate 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.

NOTE 98 – REVENUE FROM CONTRACTS WITH CUSTOMERS

All of the Company's revenue from contracts with customers within 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.

	*Three Months Ended*				*Nine Months Ended*				*Three Months Ended*
	*September 30,*				*September 30,*				*March 31,*
	*2021*		*2020*		*2021*		*2020*		*2022*		*2021*
Deposit service charges and fees	$	814	$	833	$	2,352	$	2,456	$	781	$	738
Loan servicing fees ⁽¹⁾		140		44		336		189		101		55
Mortgage brokerage and banking fees ⁽¹⁾		16		44		33		84		8		12
Trust and insurance commissions and annuities income		263		222		880		728		338		334
Earnings on bank-owned life insurance ⁽¹⁾		31		10		82		51		28		21
Other ⁽¹⁾		110		111		375		317		188		98
Total noninterest income	$	1,374	$	1,264	$	4,058	$	3,825	$	1,444	$	1,258

⁽¹⁾ Not within the scope of ASC 606

A description of the Company's revenue streams accounted for under ASC 606 follows:

Deposit service charges and fees: 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 was ~~$409,000~~$360,000 and ~~$394,000~~$381,000 for the three months ended ~~September 30, 2021~~March 31, 2022 and ~~2020~~2021, respectively. ~~Interchange income was $1.2 million and $1.1 million for the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2021~~ ~~and~~ ~~2020~~~~, 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 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 assets 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 three ~~and~~ ~~nine~~ months ended ~~September 30, 2021~~ ~~and~~ ~~2020~~March 31, 2022 were not financed by the ~~Company.~~Company; there were 0 sales of foreclosed assets during the three months ended March 31, 2021.

2019

Table of Contents

ITEM 2.

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

Cautionary Statement Regarding Forward-Looking Information

Forward Looking Statements

This Quarterly Report on Form 10-Q 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, that involve significant risks and uncertainties. Forward-looking statements may include statements relating to our future plans, strategies and expectations, as well as our future revenues, 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,” “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 net loan and lease growth due to intense competition for loans and leases, particularly in terms of pricing, ~~and~~ credit underwriting, or a dearth of borrowers who meet our underwriting standards, or the ~~COVID-19~~coronavirus disease 2019 (“COVID-19”) pandemic and the related adverse local and national economic consequences; (ii) the impact of re-pricing and competitors’ pricing initiatives on loan and deposit products; (iii) interest rate movements, inflation and their impact on the economy, customer behavior and our net interest margin; (iv) adverse economic conditions in general, or specific events such as the COVID-19 pandemic, Russia’s invasion of Ukraine 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) declines in asset values that adversely impact the value of our loan collateral, OREO, asset dispositions and the level of borrower equity in their investments; (vi) borrowers that experience legal or financial difficulties that we do not currently foresee; (vii) 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 loan losses or adversely change our loan classifications, write-down assets, reduce credit concentrations or maintain specific capital levels; (viii) changes, disruptions or illiquidity in national or global financial ~~markets;~~markets, including global economic uncertainties resulting from Russia’s invasion of Ukraine, governmental sanctions and supply chain disruptions; (ix) the credit risks of lending, leasing and other financing 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) monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board; (xi) factors affecting our ability to access deposits or cost-effective funding, and the impact of competitors' pricing initiatives on our deposit products; (xii) legislative or regulatory changes, that have an adverse impact on our products, services, operations, operating expenses and tax rates; (xiii) higher federal deposit insurance premiums; (xiv) higher than expected overhead, infrastructure and compliance costs; (xv) changes in accounting or tax principles, policies or guidelines; (xvi) the effects of any federal government shutdown; and (xvii) privacy and cybersecurity risks, including the risks of business interruption and the compromise of confidential customer information resulting from ~~intrusions.~~intrusions; (xviii) the effects of any global or national war, conflict or act of terrorism.

These risks and uncertainties, together with the Risk Factors and other information set forth in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020,~~2021, as well as Part II, Items 1A of our subsequent Quarterly Reports on Form 10-Q, and other filings we make with the SEC, 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.

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 included in the discussion entitled “Critical Accounting Policies” in Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations,” in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020,~~2021, as filed with the SEC.

Overview

We reported net income of ~~$1.6~~$1.3 million, or ~~$0.12,~~$0.10, per common share for the quarter ended ~~September 30, 2021.~~March 31, 2022. At ~~September 30, 2021,~~March 31, 2022, the Company had total assets of $1.660 billion, total loans of ~~$1.047~~$1.055 billion, total deposits of ~~$1.454~~$1.462 billion and stockholders' equity of ~~$158~~$154 million.

Total net loans increased by ~~$14.9~~$10.9 million during the quarter ended ~~September 30, 2021.~~March 31, 2022. Total commercial loans and leases increased by ~~$13.6~~$6.7 million ~~(16.8%~~(1.4%), net of ~~$4.8~~$2.4 million in SBA Paycheck Protection Program payments, due to stronger originations of commercial finance ~~and lessor finance lines of credit~~transactions and higher utilization of healthcare ~~finance~~ lines of credit. Total commercial equipment ~~leases increased~~finance portfolio balances decreased by ~~$2.6~~$7.7 million ~~(0.7%~~(1.9%) as ~~stronger originations of middle market, small ticket~~supply-chain and ~~government~~labor availability delayed new equipment finance transactions ~~slightly offset higher levels~~expected to close in the first quarter of ~~scheduled government equipment finance payments. For~~2022.

Yields on loan originations increased to 4.56% in the ~~third~~first quarter of 2022 compared to 4.07% in the fourth quarter of 2021, ~~middle market~~reflecting the growth in commercial finance balances and ~~small ticket equipment finance transactions represented 30%~~higher yields on variable-rate commercial lines of total equipment finance originations. Multi-family and nonresidential real estate loans increased slightly as stronger originations offset continued elevated multi-family real estate loan prepayments.credit due to the increase in the Wall Street Journal Prime Rate late in the first quarter of 2022.

Total deposits ~~increased~~decreased by ~~$15.8~~$26.8 million during the three months ended ~~September 30, 2021, primarily~~March 31, 2022, due in substantial part to a ~~$23.5 million increase in core retail and business deposits, partially offset by a $7.2~~$15.0 million decrease in public-fund deposit accounts and seasonal activity for retail ~~certificates~~and small business depositors.

Net interest income decreased by $612,000, as increased income from higher loan and investment securities balances partially offset a $745,000 decline in loan prepayment income compared to the fourth quarter of ~~deposit.~~2021. We recorded a $276,000 provision for loan losses due primarily to a $425,000 increase in the general loan loss allowance due to growth in commercial loan and lease portfolio balances in the first quarter of 2022.

2120

Table of Contents

Net interest income increased by $255,000 for the quarter ended September 30, 2021 due to higher yields on loans and leases increased commercial line utilization, and revenues related to PPP loan forgiveness. Interest expense decreased by $4,000 for the quarter ended September 30, 2021 primarily due to a reduction in the cost of deposits.

Noninterest income decreased by ~~$52,000~~$187,000 primarily due to ~~reduced trust~~lower non-usage fees on commercial lines of credit and seasonally-lower ATM/debit card usage, partially offset by higher insurance revenues ~~and other revenues notwithstanding increases in deposit services charges and commercial mortgage banking fees.~~related to annual insurance policy renewals. Noninterest expenses decreased ~~$75,000~~$60,000 due to decreased ~~occupancy and supplies expense,~~compensation expenses, offset by ~~increased compensation for commercial finance, equipment finance~~higher seasonal occupancy expenses and ~~multi-family real estate loan personnel and higher information technology expenses.~~professional fees.

The Company’s ratio of nonperforming loans to total loans was ~~0.06%~~0.18% at ~~September 30, 2021. Nonperforming commercial-related loans represented 0.03%~~March 31, 2022, compared to 0.07% as of ~~total commercial-related loans at September 30, 2021. The ratio~~December 31, 2021 due to a more than 90 day past due annual payment on a United States government equipment finance transaction which we did not receive from the paying agent until the first day of ~~nonperforming assets to total assets was 0.10% at September 30, 2021.~~the second quarter of 2022. Our allowance for loan losses was ~~0.65%~~0.64% of total loans as of ~~September 30, 2021. The allowance for losses on loans and leases increased by $38,000, primarily due to the increase in required reserves due to growth in commercial loans and leases.~~ March 31, 2022.

The Company’s capital position remained strong, with a Tier 1 leverage ratio of ~~9.45%~~9.32% at ~~September 30, 2021.~~March 31, 2022. The Company repurchased ~~744,587~~50,000 of its common shares during the quarter ended ~~September 30, 2021.~~March 31, 2022. The Company’s tangible book value per common share ~~increased~~decreased to ~~$11.83~~$11.68 per share (1.8%) at ~~September 30, 2021.~~March 31, 2022 primarily due to the impact of higher interest rates on the Company’s U.S. Treasury Note portfolio value.

SELECTED FINANCIAL DATA

The following summary information is derived from the consolidated financial statements of the Company. For additional information, reference is made to the Consolidated Financial Statements of the Company and related notes included elsewhere in this Quarterly Report.

	September 30, 2021		December 31, 2020		Change			March 31, 2022		December 31, 2021		Change
	(In thousands)							(In thousands)
Selected Financial Condition Data:
Total assets	$	1,660,142	$	1,596,842	$	63,300		$	1,660,152	$	1,700,682	$	(40,530	)
Loans, net		1,047,056		1,002,578		44,478			1,055,069		1,044,207		10,862
Securities, at fair value		14,693		23,829		(9,136	)		132,634		85,694		46,940
Foreclosed assets, net		1,049		157		892
Deposits		1,454,389		1,393,544		60,845			1,461,605		1,488,431		(26,826	)
Borrowings		5,000		4,000		1,000			5,000		5,000		—
Subordinated Notes, net of unamortized issuance costs		19,578		—		19,578
Subordinated notes, net of unamortized issuance costs									19,601		19,590		11
Equity		158,173		172,930		(14,757	)		153,895		157,466		(3,571	)

	Three Months Ended									Nine Months Ended								Three Months Ended
	September 30,									September 30,								March 31,
	2021			2020			Change			2021			2020		Change			2022		2021			Change
	(In thousands)																	(In thousands)
Selected Operating Data:
Interest income	$	11,748		$	12,485		$	(737	)	$	34,493		$	40,332	$	(5,839	)	$	11,418	$	11,248		$	170
Interest expense		718			1,488			(770	)		2,108			6,041		(3,933	)		643		668			(25	)
Net interest income		11,030			10,997			33			32,385			34,291		(1,906	)		10,775		10,580			195
(Recovery of) provision for loan losses		(6	)		(187	)		181			(1,019	)		326		(1,345	)
Net interest income after (recovery of) provision for loan losses		11,036			11,184			(148	)		33,404			33,965		(561	)
Provision for (recovery of) loan losses																			276		(335	)		611
Net interest income after provision for (recovery of) loan losses																			10,499		10,915			(416	)
Noninterest income		1,374			1,264			110			4,058			3,825		233			1,444		1,258			186
Noninterest expense		10,166			9,787			379			30,594			28,664		1,930			10,289		10,187			102
Income before income taxes		2,244			2,661			(417	)		6,868			9,126		(2,258	)		1,654		1,986			(332	)
Income tax expense		600			713			(113	)		1,829			2,408		(579	)		386		517			(131	)
Net income	$	1,644		$	1,948		$	(304	)	$	5,039		$	6,718	$	(1,679	)	$	1,268	$	1,469		$	(201	)

2221

Table of Contents

	Three Months Ended						Nine Months Ended						Three Months Ended
	September 30,						September 30,						March 31,
	2021			2020			2021			2020			2022			2021
Selected Financial Ratios and Other Data:
Performance Ratios:
Return on assets (ratio of net income to average total assets) ⁽¹⁾		0.40	%		0.49	%		0.41	%		0.58	%		0.30	%		0.37	%
Return on equity (ratio of net income to average equity) ⁽¹⁾		4.05			4.50			3.99			5.15			3.24			3.40
Average equity to average assets		9.79			10.83			10.34			11.34			9.39			10.85
Net interest rate spread ^{(1) (2)}		2.68			2.69			2.70			2.91			2.66			2.73
Net interest margin ^{(1) (3)}		2.75			2.85			2.77			3.12			2.73			2.81
Efficiency ratio ⁽⁴⁾		81.96			79.82			83.95			75.20			84.20			86.05
Noninterest expense to average total assets ⁽¹⁾		2.45			2.45			2.50			2.49			2.47			2.56
Average interest-earning assets to average interest-bearing liabilities		138.97			141.40			140.45			137.45			139.03			141.49
Dividends declared per share	$	0.10		$	0.10		$	0.30		$	0.30		$	0.10		$	0.10
Dividend payout ratio		83.58	%		76.13	%		85.21	%		67.04	%		104.33	%		100.29	%

	At September 30, 2021			At December 31, 2020			At March 31, 2022			At December 31, 2021
Asset Quality Ratios:
Nonperforming assets to total assets ⁽⁵⁾		0.10	%		0.09	%		0.18	%		0.09	%
Nonperforming loans to total loans		0.06			0.12			0.18			0.07
Allowance for loan losses to nonperforming loans		1,067.34			634.81			345.87			895.33
Allowance for loan losses to total loans		0.65			0.77			0.64			0.64
Capital Ratios:
Equity to total assets at end of period		9.53	%		10.83	%		9.27	%		9.26	%
Tier 1 leverage ratio (Bank only)		10.00	%		10.10	%		10.05	%		9.91	%
Other Data:
Number of full-service offices		19			19			19			19
Employees (full-time equivalents)		224			210			206			221

⁽¹⁾	Ratios annualized.

⁽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.

Comparison of Financial Condition at ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021

Total assets ~~increased $63.3~~decreased $40.5 million, or ~~4.0%~~2.4%, to $1.660 billion at ~~September 30, 2021,~~March 31, 2022, from ~~$1.597~~$1.701 billion at December 31, ~~2020.~~2021. The ~~increase~~decrease in total assets was primarily due to ~~increases~~a decrease in cash and cash equivalents, offset by increases in securities and loans receivable. Cash and cash equivalents ~~increased $25.1~~decreased $101.2 million to ~~$528.6~~$401.0 million at ~~September 30, 2021,~~March 31, 2022, from ~~$503.5~~$502.2 million at December 31, ~~2020. Loans~~2021, while securities and loans receivable increased ~~$44.5~~$46.9 million ~~or 4.4%,~~and $10.9 million, respectively.

Securities increased $46.9 million, to ~~$1.047 billion~~$132.6 million at ~~September 30, 2021,~~March 31, 2022, from ~~$1.003 billion~~$85.7 million at December 31, ~~2020.~~2021, due to the purchase of $52.4 million of US Treasury Notes during the three months ended March 31, 2022.

Our loan portfolio consists primarily of investment and business loans (multi-family, nonresidential real estate, and commercial loans and leases), which together totaled ~~96.8%~~97.2% of gross loans at ~~September 30, 2021.~~March 31, 2022. During the ~~nine~~three months ended ~~September 30, 2021,~~March 31, 2022, multi-family loans increased by $9.4 million, or 2.2%, and commercial loans and leases increased by ~~$78.6~~$6.7 million, or ~~19.4%~~1.4%. The increase in multi-family loans was due to $35.7 million of originations, partially offset by payments and payoffs of $25.6 million, primarily from loans in the Illinois market. The increase in commercial loans and leases was primarily due to ~~a $56.4~~an $11.5 million increase in ~~government equipment finance balances, $33.2 million increase in middle market~~asset based lending products and ~~small ticket equipment finance balances,~~line usage for both healthcare borrowers and ~~$17.8 million increase in lessor finance lines of credit balances, partially offset by a decrease of $26.1 million in corporate equipment finance balances.~~lessors. Nonresidential real estate loans decreased ~~$8.2~~$3.4 million, or ~~7.5%, and multi-family real estate loans decreased by $16.6 million, or 3.7%~~3.3%.

2322

Table of Contents

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 multi-family mortgage lending activities in carefully selected metropolitan areas outside our primary lending area, and we engage in certain types of commercial lending and commercial equipment finance activities on a nationwide basis. At ~~September 30, 2021, $229.2~~March 31, 2022, $249.6 million, or ~~52.6%~~57.3%, of our multi-family mortgage loans were in the Chicago, Illinois Metropolitan Statistical ~~Area for Chicago, Illinois; $88.4~~Area; $80.0 million, or ~~20.3%~~18.4%, were in Texas; ~~$35.6~~$26.0 million, or ~~8.2%~~6.0%, were in Colorado; and ~~$43.0~~$47.1 million, or ~~9.9%~~10.8%, were in Florida. This information reflects the location of the collateral for the loan and does not necessarily reflect the location of the borrowers.

Total liabilities ~~increased $78.1~~decreased $37.0 million, or ~~5.5%~~2.4%, to ~~$1.502~~$1.506 billion at ~~September 30, 2021,~~March 31, 2022, from ~~$1.424~~$1.543 billion at December 31, ~~2020,~~2021, due to ~~an increase~~a decrease in total deposits and ~~our issuance of $20.0 million of Subordinated Notes in April of 2021.~~other liabilities. Total deposits ~~increased $60.8~~decreased $26.8 million, or ~~4.4%~~1.8%, to ~~$1.454~~$1.462 billion at ~~September 30, 2021,~~March 31, 2022, from ~~$1.394~~$1.488 billion at December 31, ~~2020.~~2021. Interest-bearing NOW accounts ~~increased $55.3~~decreased $19.7 million, or ~~16.4%~~4.9%, to ~~$392.3~~$384.7 million at ~~September 30, 2021,~~March 31, 2022, from ~~$337.0~~$404.3 million at December 31, ~~2020.~~2021. Money market accounts ~~increased $22.1~~decreased $3.3 million, or ~~7.4%~~1.0%, to ~~$319.9~~$330.1 million at ~~September 30, 2021,~~March 31, 2022, from ~~$297.8~~$333.4 million at December 31, ~~2020.~~2021. Savings accounts increased ~~$17.2~~$5.6 million, or ~~9.6%~~2.8%, to ~~$196.8~~$207.2 million at ~~September 30, 2021,~~March 31, 2022, from ~~$179.6~~$201.6 million at December 31, ~~2020.~~2021. Noninterest-bearing demand deposits ~~increased $2.0~~decreased $2.7 million, or ~~0.6%~~0.8%, to ~~$328.2~~$339.5 million at ~~September 30, 2021,~~March 31, 2022, from ~~$326.2~~$342.2 million at December 31, ~~2020.~~2021. Retail certificates of deposit decreased ~~$32.5~~$4.6 million, or ~~13.2%~~2.2%, to ~~$213.3~~$198.9 million at ~~September 30, 2021,~~March 31, 2022, from ~~$245.8~~$203.5 million at December 31, ~~2020 and wholesale certificates of deposit decreased $3.2 million, or 45.0%, to $3.9 million at September 30, 2021, from $7.2 million at December 31, 2020.~~2021. Core deposits (which consists of savings, money market, noninterest-bearing demand and NOW accounts) represented ~~85.1%~~86.3% of total deposits at ~~September 30, 2021,~~March 31, 2022, compared to ~~81.8%~~86.1% at December 31, ~~2020. Borrowings increased by $1.0 million from the FHLB, by obtaining a FHLB advance of $5.0 million at zero percent interest rate for a one-year term in May~~ 2021.

Total stockholders’ equity was ~~$158.2~~$153.9 million at ~~September 30, 2021,~~March 31, 2022, compared to ~~$172.9~~$157.5 million at December 31, ~~2020.~~2021. The decrease in total stockholders’ equity was primarily due to the $3.0 million, net of tax, of accumulated other comprehensive loss on our U.S. Treasury Note portfolio, our repurchase of ~~1,395,632~~50,000 shares of our common stock during the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 at a total cost of ~~$15.4 million,~~$539,000, and our declaration and payment of cash dividends totaling ~~$4.3~~$1.3 million during the same period. These reductions in total stockholders’ equity were partially offset by the net income of ~~$5.0~~$1.3 million that the Company recorded for the ~~nine~~three months ended ~~September 30, 2021.~~March 31, 2022.

Operating Results for the Three Months Ended ~~September 30,~~March 31, 2022 and 2021 ~~and 2020~~

Net Income. Net income was ~~$1.6~~$1.3 million for the three months ended ~~September 30, 2021,~~March 31, 2022, compared to ~~$1.9~~$1.5 million for the three months ended ~~September 30, 2020.~~March 31, 2021. Earnings per basic and fully diluted share of common stock were ~~$0.12~~$0.10 for the three months ended ~~September 30, 2021, compared to $0.13 for the three months ended September 30, 2020.~~March 31, 2022 and 2021.

Net Interest Income. Net interest income was ~~$11.0~~$10.8 million for the three months ended ~~September 30, 2021~~March 31, 2022, and ~~September 30, 2020. Interest~~$10.6 million for the three months ended March 31, 2021. Net interest income ~~decreased $737,000, which was offset by~~increased $195,000, primarily due to a ~~$770,000 decrease~~$170,000 increase in interest ~~expense.~~income.

The decrease in the average yield on interest-earning assets ~~decrease~~ was offset by a decrease in the cost of interest-bearing liabilities and an increase in total average interest-earning assets. Loan interest income for the three months ended ~~September 30, 2021~~March 31, 2022 includes amortized fees of ~~$329,000~~$122,000 from SBA Paycheck Protection Program ~~loans. We recorded prepayment income of $208,000 for the three months ended September 30, 2021,~~loans, compared to ~~$88,000~~$240,000 for the same period in ~~2020.~~2021. The yield on interest-earning assets decreased 31nine basis points to ~~2.93%~~2.89% for the three months ended ~~September 30, 2021,~~March 31, 2022, from ~~3.24%~~2.98% for the three months ended ~~September 30, 2020.~~March 31, 2021. The cost of interest-bearing liabilities decreased 30two basis points to ~~0.25%~~0.23% for the three months ended ~~September 30, 2021,~~March 31, 2022, from ~~0.55%~~0.25% for the same period in ~~2020.~~2021. Total average interest-earning assets increased ~~$58.2~~$72.6 million, or ~~3.8%~~4.7%, to ~~$1.592~~$1.601 billion for the three months ended ~~September 30, 2021,~~March 31, 2022, from ~~$1.534~~$1.528 billion for the same period in ~~2020.~~2021. Total average interest-bearing liabilities increased ~~$60.8~~$71.3 million, or ~~5.6%~~6.6%, to ~~$1.146~~$1.152 billion for the three months ended ~~September 30, 2021,~~March 31, 2022, from ~~$1.085~~$1.080 billion for the same period in ~~2020.~~2021. The increase in interest-bearing liabilities is partly attributable to a $50.7 million increase in average deposits and the Company's issuance of $20.0 million of Subordinated ~~Notes~~notes in April of 2021. Our net interest rate spread decreased by ~~one~~seven basis ~~point~~points to ~~2.68%~~2.66% for the three months ended ~~September 30, 2021,~~March 31, 2022, from ~~2.69%~~2.73% for the same period in ~~2020.~~2021, due to a decline in the yield on loans. Our net interest margin decreased by ~~ten~~eight basis points to ~~2.75%~~2.73% for the three months ended ~~September 30, 2021,~~March 31, 2022, from ~~2.85%~~2.81% for the same period in ~~2020.~~2021, due to a decline in the yield on loans.

2423

Table of Contents

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 that are amortized or accreted to interest income or ~~expense.~~expense, however, the Company believes that the effect of these inclusions is not material.

	For the Three Months Ended September 30,																For the Three Months Ended March 31,
	2021								2020								2022								2021
	Average Outstanding Balance			Interest		Yield/Rate ⁽¹⁾			Average Outstanding Balance			Interest		Yield/Rate ⁽¹⁾			Average Outstanding Balance			Interest		Yield/Rate (1)			Average Outstanding Balance			Interest		Yield/Rate (1)
	(Dollars in thousands)																(Dollars in thousands)
Interest-earning assets:
Interest-earning Assets:
Loans	$	1,045,586		$	11,389		4.32	%	$	1,080,521		$	12,027		4.43	%	$	1,050,668		$	10,813		4.17	%	$	1,010,682		$	10,929		4.39	%
Securities		16,915			46		1.08			52,265			183		1.39			116,360			299		1.04			21,207			54		1.03
Stock in FHLB and FRB		7,490			85		4.50			7,490			87		4.62			7,490			85		4.60			7,490			85		4.60
Other		522,491			228		0.17			394,048			188		0.19			426,522			221		0.21			489,093			180		0.15
Total interest-earning assets		1,592,482			11,748		2.93			1,534,324			12,485		3.24			1,601,040			11,418		2.89			1,528,472			11,248		2.98
Noninterest-earning assets		65,380								64,824								65,046								63,947
Total assets	$	1,657,862							$	1,599,148							$	1,666,086							$	1,592,419
Interest-bearing liabilities:
Interest-bearing Liabilities:
Savings deposits	$	196,551			30		0.06		$	169,989			27		0.06		$	204,080			31		0.06		$	184,724			28		0.06
Money market accounts		327,029			117		0.14			274,160			163		0.24			328,546			115		0.14			312,843			109		0.14
NOW accounts		377,169			132		0.14			310,024			121		0.16			390,313			132		0.14			334,147			112		0.14
Certificates of deposit		220,565			241		0.43			326,956			1,177		1.43			204,030			167		0.33			244,557			419		0.69
Total deposits		1,121,314			520		0.18			1,081,129			1,488		0.55			1,126,969			445		0.16			1,076,271			668		0.25
Borrowings and Subordinated Notes		24,573			198		3.20			4,000			—		—
Borrowings and Subordinated notes																		24,595			198		3.26			4,000			—		—
Total interest-bearing liabilities		1,145,887			718		0.25			1,085,129			1,488		0.55			1,151,564			643		0.23			1,080,271			668		0.25
Noninterest-bearing deposits		321,417								314,965								335,385								313,623
Noninterest-bearing liabilities		28,197								25,788								22,645								25,684
Total liabilities		1,495,501								1,425,882								1,509,594								1,419,578
Equity		162,361								173,266								156,492								172,841
Total liabilities and equity	$	1,657,862							$	1,599,148							$	1,666,086							$	1,592,419
Net interest income				$	11,030							$	10,997							$	10,775							$	10,580
Net interest rate spread ⁽²⁾							2.68	%							2.69	%							2.66	%							2.73	%
Net interest-earning assets ⁽³⁾	$	446,595							$	449,195							$	449,476							$	448,201
Net interest margin ⁽⁴⁾							2.75	%							2.85	%							2.73	%							2.81	%
Ratio of interest-earning assets to interest-bearing liabilities		138.97	%							141.40	%							139.03	%							141.49	%

⁽¹⁾	Annualized.

⁽²⁾	Net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.

⁽³⁾	Net interest-earning assets represents total interest-earning assets less total interest-bearing liabilities.

⁽⁴⁾	Net interest margin represents net interest income divided by average total interest-earning assets.

2524

Table of Contents

Provision for Loan Losses

We establish provisions for loan losses, which are charged to operations in order to maintain the allowance 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.

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 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.

We recorded a ~~recovery of~~provision for loan losses of ~~$6,000~~$276,000 for the three months ended ~~September 30, 2021,~~March 31, 2022, compared to a $335,000 recovery of loan losses ~~of $187,000~~ for the same period in ~~2020.~~2021. The provision for, or recovery of, loan losses is a function of the allowance for loan loss methodology that 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 that is attributable to loans collectively evaluated for impairment increased ~~$38,000,~~$101,000, or ~~0.6%~~1.5%, to ~~$6.9 million at September 30, 2021, from~~ $6.8 million at ~~June 30,~~March 31, 2022, from $6.7 million at December 31, 2021. There were ~~$28,000~~no reserves established for loans individually evaluated for impairment at March 31, 2022 compared to $30,000 of reserves established for loans individually evaluated for impairment at ~~September 30, 2021 and June 30,~~December 31, 2021. Net ~~recoveries~~charge-offs were ~~$44,000~~$205,000 for the three months ended ~~September 30, 2021,~~March 31, 2022, compared to net ~~recoveries~~charge-offs of ~~$42,000~~$21,000 for the three months ended ~~September 30, 2020.~~March 31, 2021.

The allowance for loan losses as a percentage of nonperforming loans was ~~1,067.34%~~345.87% at ~~September 30, 2021,~~March 31, 2022, compared to ~~775.68%~~895.33% at ~~June 30,~~December 31, 2021.

Noninterest Income

	Three Months Ended							Three Months Ended
	September 30,							March 31,
	2021		2020		Change			2022		2021		Change
	(Dollars in thousands)							(Dollars in thousands)
Deposit service charges and fees	$	814	$	833	$	(19	)	$	781	$	738	$	43
Loan servicing fees		140		44		96			101		55		46
Mortgage brokerage and banking fees		16		44		(28	)		8		12		(4	)
Trust and insurance commissions and annuities income		263		222		41			338		334		4
Earnings on bank-owned life insurance		31		10		21			28		21		7
Other		110		111		(1	)		188		98		90
Total noninterest income	$	1,374	$	1,264	$	110		$	1,444	$	1,258	$	186

Noninterest income increased ~~$110,000~~$186,000 to $1.4 million, or ~~8.7%~~14.8%, for the three months ended ~~September 30, 2021,~~March 31, 2022, compared to $1.3 million for the same period in ~~2020.~~2021. Deposit service charges ~~decreased $19,000,~~increased $43,000, or ~~2.3%~~5.8%, primarily due to ~~reduced~~increased non-sufficient funds returns charges ~~service charges~~ and ~~ATM~~ service charges. ~~Loan servicing fees~~Other noninterest income increased ~~$96,000~~$90,000, due to the ~~collection~~receipt of ~~$125,000 loan commitment and letter~~a $97,000 final distribution from an investment in a real estate partnership during the three months ended March 31, 2022.

Table of ~~credit service fees. Mortgage brokerage and banking fees decreased $28,000 due to payoffs and paydowns on serviced mortgage loans. Trust and insurance commissions and annuities income~~Contents

Noninterest Expense

	Three Months Ended
	March 31,
	2022		2021		Change
	(Dollars in thousands)
Compensation and benefits	$	5,480	$	5,471	$	9
Office occupancy and equipment		2,134		2,097		37
Advertising and public relations		142		203		(61	)
Information technology		851		710		141
Professional fees		373		370		3
Supplies, telephone and postage		347		400		(53	)
Nonperforming asset management		17		41		(24	)
FDIC insurance premiums		116		106		10
Other		829		789		40
Total noninterest expense	$	10,289	$	10,187	$	102

Noninterest expense increased ~~$41,000,~~by $102,000, or ~~18.5%~~1.0%, to ~~$263,000~~$10.3 million for the three months ended ~~September 30, 2021, from $222,000~~March 31, 2022, compared to $10.2 million for the same period in 2021. The increase in noninterest expense was due in substantial part to an increase in information and technology expenses, partially offset by decreases in advertising and public relations, supplies, telephone and postage and nonperforming asset management. Information technology expense increased $141,000, or 19.9%, to $851,000 for the three months ended ~~September 30, 2020~~March 31, 2022, from $710,000 for the same period in 2021, primarily due to the purchase and implementation of software to support the expansion of our commercial credit origination capabilities and data communication conversion expense. Other noninterest expense increased ~~assets under management. Earnings on bank-owned life insurance increased by $21,000~~$40,000, or 5.1%, to ~~$31,000~~$829,000 for the three months ended ~~September 30, 2021. Other noninterest income remained constant~~March 31, 2022, from $789,000 for the three months ended ~~September 30,~~March 31, 2021, primarily due to increases in loan expenses and ~~September 30, 2020.~~ATM service charges for the three months ended March 31, 2022.

Income Taxes

We recorded income tax expense of $386,000 for the three months ended March 31, 2022, compared to $517,000 for the three months ended March 31, 2021. Our combined state and federal effective tax rate for the three months ended March 31, 2022 was 23.3%, compared to 26.0% for the three months ended March 31, 2021.

Table of Contents

~~Noninterest Expense~~

Three Months Ended

September 30,

2021

2020

Change

(Dollars in thousands)

Compensation and benefits
$ 5,782 $ 5,398 $ 384
Office occupancy and equipment
1,882 1,860 22
Advertising and public relations
150 135 15
Information technology
710 781 (71 )
Professional fees
311 341 (30 )
Supplies, telephone and postage
382 288 94
Amortization of intangibles
— 6 (6 )
Nonperforming asset management
6 57 (51 )
Operations of foreclosed assets, net
81 23 58
FDIC insurance premiums
125 105 20
Other
737 793 (56 )
Total noninterest expense
$ 10,166 $ 9,787 $ 379

Noninterest expense increased by $379,000, or 3.9%, to $10.2 million for the three months ended September 30, 2021, compared to $9.8 million for the same period in 2020. The increase in noninterest expense was due in substantial part to increases in compensation and benefits expense, office occupancy and equipment expense, advertising and public relations expense, supplies, telephone and postage expense, and expense for operations of foreclosed assets. These increases were partially offset by a decrease in information technology expense and professional fees. Compensation and benefits expense increased $384,000, or 7.1%; primarily due to an increase in full time equivalent employees (FTE's), from 224 at September 30, 2021, compared to 210 at September 30, 2020. Office occupancy and equipment increased $22,000, or 1.2%, primarily due to increased rent expense and expense from depreciation of fixed assets. Information technology expense decreased $71,000, or 9.1%, to $710,000 for the three months ended September 30, 2021, from $781,000 for the same period in 2020, primarily due to the renegotiation of technology contracts as we continue to upgrade our systems and implement cybersecurity measures. Professional fees decreased $30,000, or 8.8%, for the three months ended September 30, 2021, primarily due to less consulting projects at the Bank during the third quarter of 2021. Telephone expense increased $94,000 due to the upgrade and conversion of our telephone and data systems and the temporary need to operate concurrent systems. Expense from operations of foreclosed assets was $81,000 for the three months ended September 30, 2021, an increase from $23,000 over the same period in 2020, primarily due to the combined impact of the recording of a $55,000 valuation allowance of foreclosed assets, and a $22,000 loss on sales of foreclosed assets that we recorded for the three months ended September 30, 2021. Other noninterest expense decreased $56,000, or 7.1%, to $737,000 for the three months ended September 30, 2021, from $793,000 for the three months ended September 30, 2020, primarily due to decreases in losses due to fraud and ATM expenses.

~~Income Taxes~~

We recorded income tax expense of $600,000 for the three months ended September 30, 2021, compared to $713,000 for the three months ended September 30, 2020. Our combined state and federal effective tax rate for the three months ended September 30, 2021 was 26.7%, compared to 26.8% for the three months ended September 30, 2020. During the second quarter 2021, Illinois Senate Bill 2017 was passed which created a temporary limitation on Illinois net operating loss carryforward utilization. For tax years 2021, 2022, and 2023, corporations are limited to applying a maximum of $100,000 of Illinois net operating loss carryforwards to taxable income. Illinois net operating loss carryforwards that are limited during these years have an extended expiration date for the years in which they are limited. The extended expiration of the Company’s Illinois net operating loss carryforwards are from 2026 to 2028.

~~Operating Results for the Nine Months Ended September 30, 2021 and 2020~~

~~Net Income.~~ Net income was $5.0 million for the nine months ended September 30, 2021, compared to $6.7 million for the nine months ended September 30, 2020. Earnings per basic and fully diluted share of common stock were $0.35 for the nine months ended September 30, 2021, compared to $0.45 for the nine months ended September 30, 2020.

~~Net Interest Income~~. Net interest income was $32.4 million for the nine months ended September 30, 2021, compared to $34.3 million for the nine months ended September 30, 2020. The decrease in net interest income reflected a $5.8 million, or 14.5%, decrease in interest income, partially offset by a $3.9 million, or 65.1%, decrease in interest expense.

The decrease in net interest income was due in substantial part to a decrease in the average yield on interest-earning assets, which was partially offset by an increase in total average interest-earning assets and a decrease in the cost of interest-bearing liabilities. Loan interest income for the nine months ended September 30, 2021 included amortized fees of $682,000 from SBA Paycheck Protection Program loans and $164,000 of interest that we recovered from a previously charged-off commercial loan. We recorded prepayment income of $485,000 for the nine months ended September 30, 2021, compared to $396,000 for the same period in 2020. The yield on interest-earning assets decreased 71 basis points to 2.95% for the nine months ended September 30, 2021, from 3.66% for the same period in 2020. The cost of interest-bearing liabilities decreased 50 basis points to 0.25% for the nine months ended September 30, 2021, from 0.75% for the same period in 2020. Total average interest-earning assets increased $94.8 million, or 6.4%, to $1.565 billion for the nine months ended September 30, 2021, from $1.470 billion for the same period in 2020. Total average interest-bearing liabilities increased $44.7 million, or 4.2%, to $1.114 billion for the nine months ended September 30, 2021, from $1.070 billion for the same period in 2020. The increase in interest-bearing liabilities is attributable to the Company's issuance of $20.0 million of Subordinated Notes in April of 2021. Our net interest rate spread decreased by 21 basis points to 2.70% for the nine months ended September 30, 2021, from 2.91% for the same period in 2020. Our net interest margin decreased by 35 basis points to 2.77% for the nine months ended September 30, 2021, from 3.12% for the same period in 2020.

~~Table of Contents~~

~~Average Balance Sheets~~

For the Nine Months Ended September 30,

2021

2020

Average Outstanding Balance

Interest

Yield/Rate⁽¹⁾

Average Outstanding Balance

Interest

Yield/Rate ⁽¹⁾

(Dollars in thousands)

Interest-earning assets:

Loans
$ 1,032,782 $ 33,510 4.34 % $ 1,118,637 $ 38,307 4.57 %
Securities
19,604 152 1.04 60,606 758 1.67
Stock in FHLB and FRB
7,490 255 4.55 7,490 259 4.62
Other
505,153 576 0.15 283,493 1,008 0.47
Total interest-earning assets
1,565,029 34,493 2.95 1,470,226 40,332 3.66
Noninterest-earning assets
65,358 64,689
Total assets
$ 1,630,387 $ 1,534,915
Interest-bearing liabilities:

Savings deposits
$ 191,822 88 0.06 $ 162,501 118 0.10
Money market accounts
319,302 338 0.14 260,314 829 0.43
NOW accounts
354,810 366 0.14 287,478 472 0.22
Certificates of deposit
231,622 948 0.55 357,182 4,622 1.73
Total deposits
1,097,556 1,740 0.21 1,067,475 6,041 0.76
Borrowings and Subordinated Notes
16,771 368 2.93 2,144 — —
Total interest-bearing liabilities
1,114,327 2,108 0.25 1,069,619 6,041 0.75
Noninterest-bearing deposits
321,641 265,928
Noninterest-bearing liabilities
25,886 25,372
Total liabilities
1,461,854 1,360,919
Equity
168,533 173,996
Total liabilities and equity
$ 1,630,387 $ 1,534,915
Net interest income
$ 32,385 $ 34,291
Net interest rate spread ⁽²⁾
2.70 % 2.91 %
Net interest-earning assets ⁽³⁾
$ 450,702 $ 400,607
Net interest margin ⁽⁴⁾
2.77 % 3.12 %
Ratio of interest-earning assets to interest-bearing liabilities
140.45 % 137.45 %

⁽¹⁾	~~Annualized.~~

⁽²⁾	~~Net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.~~

⁽³⁾	~~Net interest-earning assets represents total interest-earning assets less total interest-bearing liabilities.~~

⁽⁴⁾	~~Net interest margin represents net interest income divided by average total interest-earning assets.~~

~~Table of Contents~~

~~Provision for Loan Losses~~

We recorded a recovery of loan losses of $1.0 million for the nine months ended September 30, 2021, compared to a provision for loan losses of $326,000 for the same period in 2020. The provision for, or recovery of, loan losses is a function of the allowance for loan loss methodology that 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 that is attributable to loans collectively evaluated for impairment decreased $856,000, or 11.1%, to $6.9 million at September 30, 2021, from $7.7 million at December 31, 2020. There were $28,000 of reserves established for loans individually evaluated for impairment at September 30, 2021 and at September 30, 2020. Net recoveries were $163,000 for the nine months ended September 30, 2021, compared to net recoveries of $53,000 for the nine months ended September 30, 2020.

~~The allowance for loan losses as a percentage of nonperforming loans was 1,067.34% at September 30, 2021, compared to 634.81% at December 31, 2020.~~

~~Noninterest Income~~

Nine Months Ended

September 30,

2021

2020

Change

(Dollars in thousands)

Deposit service charges and fees
$ 2,352 $ 2,456 $ (104 )
Loan servicing fees
336 189 147
Mortgage brokerage and banking fees
33 84 (51 )
Trust and insurance commissions and annuities income
880 728 152
Earnings on bank-owned life insurance
82 51 31
Other
375 317 58
Total noninterest income
$ 4,058 $ 3,825 $ 233

Noninterest income increased $233,000, or 6.1%, for the nine months ended September 30, 2021 to $4.1 million, compared to $3.8 million for the same period in 2020. Deposit service charges decreased $104,000, or 4.2%, due to lower non-sufficient funds returns charges and negative balance fees. Loan servicing fees increased $147,000, or 77.8%, due to the collection of commitment fees, letter of credit fees and a $61,000 release fee from a corporate lessor. Mortgage brokerage and banking fees decreased $51,000 for the nine months ended September 30, 2021, due to payoffs and paydowns on serviced mortgages loans. Trust and insurance commissions and annuities income increased $152,000, or 20.9%, to $880,000 for the nine months ended September 30, 2021, from $728,000 for the nine months ended September 30, 2020 due to increased assets under management. Earnings on bank-owned life insurance increased by $31,000 to $82,000 for the nine months ended September 30, 2021. Other income increased $56,000, or 17.6%, to $375,000 for the nine months ended September 30, 2021, compared to $319,000 for the nine months ended September 30, 2020, primarily due to the receipt of $67,000 for the final dissolution of a low-income housing investment.

~~Table of Contents~~

~~Noninterest Expense~~

Nine Months Ended

September 30,

2021

2020

Change

(Dollars in thousands)

Compensation and benefits
$ 16,811 $ 16,084 $ 727
Office occupancy and equipment
5,971 5,383 588
Advertising and public relations
525 405 120
Information technology
2,021 2,453 (432 )
Professional fees
1,024 943 81
Supplies, telephone and postage
1,224 875 349
Amortization of intangibles
7 27 (20 )
Nonperforming asset management
55 154 (99 )
Operations of foreclosed assets, net
366 13 353
FDIC insurance premiums
345 241 104
Other
2,245 2,086 159
Total noninterest expense
$ 30,594 $ 28,664 $ 1,930

Noninterest expense increased by $1.9 million, or 6.7%, to $30.6 million for the nine months ended September 30, 2021, from $28.7 million for the same period in 2020. The increase in noninterest expense was due in substantial part to increases in compensation and benefits expense, office occupancy and equipment expense, advertising and public relations expense, professional fees, supplies, telephone and postage expense, expense for operations of foreclosed assets and other expense. These increases were partially offset by a decrease in information technology expense. Compensation and benefits expense increased $727,000, or 4.5% primarily due to an increase in full time equivalent employees (FTE's). The increase in FTE's was primarily due to staffing increases for commercial finance, multi-family lending and equipment finance originations and the restoration of services in certain branch offices that were reduced or suspended due to COVID-19. Office occupancy and equipment increased $588,000, or 10.9%, primarily due to increased rent expense, snow removal expense and expense related to COVID-19 cleaning and sanitation. Information technology expense decreased $432,000, or 17.6%, to $2.0 million for the nine months ended September 30, 2021, from $2.5 million for the same period in 2020, primarily due to the renegotiation of technology contracts as we continued to upgrade our systems and implement cybersecurity measures. Professional fees increased $81,000, or 8.6%, for the nine months ended September 30, 2021, primarily due to increases in audit and accounting fees and placement fees for staffing additions. Telephone expense increased $413,000 due to the upgrade and conversion of our telephone and data systems and the temporary need to operate concurrent systems. Operations of foreclosed assets increased to $366,000 for the nine months ended September 30, 2021, compared to $13,000 for the same period in 2020, primarily due to the recording of a $336,000 valuation allowance on foreclosed assets, which was partially offset by $29,000 of gains on sales of foreclosed assets that we recorded for the nine months ended September 30, 2021. FDIC insurance premiums increased $104,000, to $345,000 for the nine months ended September 30, 2021, compared to $241,000 for the same period in 2020, because the insurance premiums for the nine months ended September 30, 2020 was partially offset by the FDIC's small bank assessment credit. Other noninterest expense increased $159,000, or 7.6%, to $2.2 million for the nine months ended September 30, 2021, from $2.1 million for the nine months ended September 30, 2020, primarily due to increased loan expenses and the reversal of a $116,000 reserve on open commitments for two undrawn letters of credit in 2020.

~~Income Taxes~~

We recorded income tax expense of $1.8 million for the nine months ended September 30, 2021, compared to $2.4 million for the nine months ended September 30, 2020. Our combined state and federal effective tax rate for the nine months ended September 30, 2021 was 26.6%, compared to 26.4% for the nine months ended September 30, 2020. During the second quarter 2021, Illinois Senate Bill 2017 was passed which created a temporary limitation on Illinois net operating loss carryforward utilization. For tax years 2021, 2022, and 2023, corporations are limited to applying a maximum of $100,000 of Illinois net operating loss carryforwards to taxable income. Illinois net operating loss carryforwards that are limited during these years have an extended expiration date for the years in which they are limited. The extended expiration of the Company’s Illinois net operating loss carryforwards are from 2026 to 2028.

~~Table of Contents~~

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, we place 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 consecutive months of contractual 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 ~~September 30, 2021,~~March 31, 2022, we had ~~no loans~~one loan in this category.

We typically obtain new third–party appraisals or collateral valuations when we place a loan on nonaccrual status, conduct impairment testing or conduct a TDR analysis 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 and 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–completed” basis is most likely to produce the highest net realizable value. If we determine that the “as–stabilized” or “as–completed” 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 ~~September 30, 2021,~~March 31, 2022, substantially all impaired real estate loan collateral and OREO were valued on an “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 generally 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, we generally apply a 7.0% deduction to determine the expected costs to sell, as expenses for real estate taxes and repairs are expensed when incurred.

Nonperforming Assets Summary

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

	September 30, 2021			June 30, 2021			December 31, 2020			Quarter Change			Nine-Month Change			March 31, 2022			December 31, 2021			Quarter Change
	(Dollars in thousands)															(Dollars in thousands)
Nonaccrual loans:
One-to-four family residential real estate	$	341		$	588		$	925		$	(247	)	$	(584	)	$	330		$	367		$	(37	)
Nonresidential real estate		296			296			296			—			—			—			297			(297	)
Equipment finance - investment-rated		9			—			—			9			9
Nonperforming loans		646			884			1,221			(238	)		(575	)
Commercial loans and leases																	101			76			25
																	431			740			(309	)
Other real estate owned:
One-to-four family residential real estate		112			335			157			(223	)		(45	)
Nonresidential real estate		140			140			—			—			140
Other real estate owned		252			475			157			(223	)		95
Loans past due over 90 days, still accruing																	1,531			10			1,521

Foreclosed assets:
Foreclosed assets - Nonresidential real estate OREO																	274			—			274
Other foreclosed assets		797			1,227			—			(430	)		797			694			725			(31	)
																	968			725			243

Total nonperforming assets	$	1,695		$	2,586		$	1,378		$	(891	)	$	317		$	2,930		$	1,475		$	1,455

Ratios:
Allowance for loan losses to total loans																	0.64	%		0.64	%
Allowance for loan losses to nonperforming loans																	345.87			895.33
Nonperforming loans to total loans		0.06	%		0.09	%		0.12	%								0.18			0.07
Nonperforming assets to total assets		0.10			0.16			0.09									0.18			0.09
Nonaccrual loans to total loans																	0.04			0.07
Nonaccrual loans to total assets																	0.03			0.04

3127

Table of Contents

Nonperforming Assets

Nonperforming assets increased ~~$317,000~~$1.5 million to ~~$1.7~~$2.9 million at ~~September 30, 2021, net of additions and sales of foreclosed collateral. In the second and third quarters of 2021, we redeemed and sold $3.2 million of repossessed collateral related~~March 31, 2022. The increase was due to a ~~$4.3 million previously classified Chicago commercial loan. Two residential loans~~United States government lease that was past due over 90 days, still accruing. The payment was received on the first day of April 2022. One nonresidential real estate loan with a total book balance of ~~$128,000 were~~$274,000 was transferred from nonaccrual loans to OREO during the ~~nine~~three months ended ~~September 30, 2021.~~March 31, 2022. We continue to experience modest quantities of defaults on residential real estate loans principally due either to the borrower’s personal financial condition or deteriorated collateral value.

Liquidity and Capital Resources

Liquidity. 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, the sales of loans and securities and lease payments. The scheduled amortization of loans 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 $5.0 million of FHLB advances outstanding at ~~September 30, 2021~~March 31, 2022 and ~~$4.0 million at~~ December 31, ~~2020.~~2021.

The Company is a separate legal entity from BankFinancial, NA. The Company must provide for its own liquidity to pay any dividends to its stockholders and to repurchase shares of its common stock, and for other corporate purposes. The Company's primary source of liquidity is dividend payments it receives from the Bank. The Bank's ability to pay dividends to the Company is subject to regulatory limitations. The Company completed the issuance of $20.0 million of Subordinated ~~Notes~~notes in ~~April~~ 2021, at a rate of 3.75%. maturing on May 15, 2031. At ~~September 30, 2021,~~March 31, 2022, the Company (on an unconsolidated, stand-alone basis) had liquid assets of ~~$9.7~~$7.0 million. In 2020, the Company obtained a $5.0 million unsecured line of credit with a correspondent bank to provide a secondary source of liquidity. Interest is payable at a rate of Prime rate minus 0.75%. The line of credit ~~will mature on March 31, 2022.~~has been extended since its original maturity date and is currently in the process of renewal. The line of credit had no outstanding balance at ~~September 30, 2021.~~March 31, 2022.

As of ~~September 30, 2021,~~March 31, 2022, 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 ~~September 30, 2021,~~March 31, 2022, we had no other material commitments for capital expenditures.

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 sufficient 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. The capital adequacy guidelines and 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 in 2015. The net unrealized gain or loss on available-for-sale securities is not included in computing regulatory capital.

In addition, as a result of the legislation, the federal banking agencies 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%. ~~Beginning in the second quarter 2020 and until the end of 2020, a~~A banking organization that had a leverage ratio of 8%9% or greater and met certain other criteria could elect to use the Community Bank Leverage Ratio framework; and qualifying community banks will have until January 1, 2022, before the Community Bank Leverage Ratio requirement is re-established at greater than 9%. Pursuant to Section 4012 of the CARES Act and related interim final rules, the Community Bank Leverage Ratio is 8.5% for calendar year 2021, and 9% thereafter.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 ~~September 30, 2021,~~March 31, 2022, the Bank's Community Bank Leverage Ratio was ~~10.00%~~10.05%.

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.

3228

Table of Contents

The Company and the Bank have each adopted Regulatory Capital ~~Plans~~Policies that ~~require the Bank to maintain~~target 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 ~~Plans~~Policies will be increased and other minimum capital requirements will be established if and as necessary. In accordance with the Regulatory Capital ~~Plans,~~Policies, the Bank will not pursue any acquisition or growth opportunity, declare any dividend or conduct any stock repurchase that would cause the Bank's total risk-based capital ratio and/or its Tier 1 leverage ratio to fall below the ~~established~~targeted minimum capital levels or the capital levels required for capital adequacy plus the capital conservation buffer (“CCB”). The minimum CCB is 2.5%.

As of ~~September 30, 2021,~~March 31, 2022 the Bank was well-capitalized ~~with all capital ratios exceeding~~under the ~~well-capitalized requirement.~~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.

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					Actual					Required for Capital Adequacy Purposes
	Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio
	(Dollars in thousands)										(Dollars in thousands)
September 30, 2021
March 31, 2022
Community Bank Leverage Ratio	$	165,537		10.00	%	$	140,761		8.50	%	$	167,268		10.05	%	$	149,774		9.00	%

December 31, 2020
December 31, 2021
Community Bank Leverage Ratio	$	160,236		10.10	%	$	126,964		8.00	%	$	165,599		9.91	%	$	142,091		8.50	%

Quarterly Cash Dividends. The Company declared cash dividends of ~~$0.30~~$0.10 per share for both of the ~~nine~~three months ended ~~September 30, 2021~~March 31, 2022 and ~~September 30, 2020.~~March 31, 2021.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET 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 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 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.

3329

Table of Contents

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-emphasized 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 investment portfolio as available-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 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 ~~September 30, 2021,~~March 31, 2022, 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						Estimated Increase (Decrease) in NPV						Increase (Decrease) in Estimated Net Interest Income
Change in Interest Rates (basis points)	Amount			Percent			Amount			Percent			Amount			Percent			Amount			Percent
	(Dollars in thousands)												(Dollars in thousands)
+400	$	17,185			8.60	%	$	13,270			31.33	%	$	21,007			8.27	%	$	15,782			34.93	%
+300		17,522			8.76			10,183			24.04			22,736			8.95			11,990			26.54
+200		13,662			6.83			6,765			15.97			20,215			7.96			8,100			17.93
+100		6,980			3.49			3,253			7.68			12,903			5.08			4,130			9.14
0
-25		(6,736	)		(3.37	)		(744	)		(1.76	)		(6,056	)		(2.38	)		(1,282	)		(2.84	)

The table set forth above indicates that at ~~September 30, 2021,~~March 31, 2022, in the event of an immediate 25 basis point decrease in interest rates, the Bank would be expected to experience a ~~3.37%~~2.38% decrease in NPV and a ~~$744,000~~$1.3 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 ~~6.83%~~7.96% increase in NPV and a ~~$6.8~~$8.1 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.

ITEM 4.

CONTROLS AND PROCEDURES

An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chairman, Chief Executive Officer and President and the Executive Vice President and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of ~~September 30, 2021.~~March 31, 2022. Based on that evaluation, the Company’s management, including the Chairman, Chief Executive Officer, and President and the Executive Vice President and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective.

During the quarter ended ~~September 30, 2021,~~March 31, 2022, there have been no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

3430

Table of Contents

PART II

ITEM 1.

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 financial condition or results of operations

ITEM 1A.

RISK FACTORS

There have been no material changes to the risk factors previously disclosed in the Company's filings with the Securities and Exchange Commission.

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a)

Unregistered Sale of Equity Securities. Not applicable.


	(b)	Use of Proceeds. Not applicable.


	(c)	Repurchases of Equity Securities.

The following table sets forth information in connection with purchases of our common stock made by, or, on behalf of us, during the ~~third~~first quarter of ~~2021.~~2022.

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
July 1, 2021 through July 31, 2021
307,498 $ 11.42 307,498 625,721
August 1, 2021 through August 31, 2021
221,792 11.37 221,792 403,929
September 1, 2021 through September 30, 2021
215,297 11.38 215,297 188,632
744,587 744,587

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
January 1, 2022 through January 31, 2022		—	$	—		—		242,984
February 1, 2022 through February 28, 2022		50,000		10.75		50,000		192,984
March 1, 2022 through March 31, 2022		—		—		—		192,984
		50,000				50,000

As of ~~September 30, 2021,~~March 31, 2022, the Company had repurchased ~~7,172,123~~7,367,771 shares of its common stock out of the ~~7,360,755~~7,560,755 shares of common stock authorized under the current share repurchase authorization approved on March 30, ~~2015.~~2015, as amended and extended from time to time. Pursuant to the amended share repurchase authorization, as of ~~September 30, 2021,~~March 31, 2022, there were ~~188,632~~192,984 shares of common stock authorized for repurchase. On April ~~19, 2021,~~28, 2022, the Board extended the expiration of the Company's share repurchase authorization from ~~April 30, 2021~~May 15, 2022 to November 15, 2021, and increased the total number of shares currently authorized for repurchase by 250,000 shares. On June 24, 2021, the Board increased the number of shares currently authorized for repurchase by 900,000 shares.2022.

ITEM 3.

DEFAULT UPON SENIOR SECURITIES

None.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.

OTHER INFORMATION

None.

3531

Table of Contents

ITEM 6.

EXHIBITS

	Exhibit Number		Description
	31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	32		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
	101		The following financial statements from the BankFinancial Corporation Quarterly Report on Form 10-Q for the quarter ended ~~September 30, 2021,~~March 31, 2022, formatted in Inline Extensive Business Reporting Language (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.
	104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*	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.

3632

Table of Contents

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

Dated:	~~October 29, 2021~~May 3, 2022	By:	/s/ F. Morgan Gasior
			F. Morgan Gasior
			Chairman of the Board, Chief Executive Officer and President

			/s/ Paul A. Cloutier
			Paul A. Cloutier
			Executive Vice President and Chief Financial Officer

3733


Maryland	75-3199276
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)

60 North Frontage Road, Burr Ridge, Illinois 60527
(Address of Principal Executive Offices)

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

		Page Number
PART I

Item 1.	Financial Statements	12

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2120

Item 3.	Quantitative and Qualitative Disclosure about Market Risk	3329

Item 4.	Controls and Procedures	3430

PART II

Item 1.	Legal Proceedings	3531

Item 1A.	Risk Factors	3531

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3531

Item 3.	Defaults Upon Senior Securities	3531

Item 4.	Mine Safety Disclosures	3531

Item 5.	Other Information	3531

Item 6.	Exhibits	3632

Signatures		3733

										*Accumulated*
				*Additional*						*Other*
	*Common*			*Paid-in*			*Retained*			*Comprehensive*
	*Stock*			*Capital*			*Earnings*			*Income*			*Total*
For the three months ended

Balance at July, 1 2020	$	149		$	108,748		$	63,322		$	235		$	172,454
Net income		0			0			1,948			0			1,948
Other comprehensive loss, net of tax		0			0			0			(4	)		(4	)
Repurchase and retirement of common stock (66,000 shares)		(1	)		(517	)		0			0			(518	)
Cash dividends declared on common stock ($0.10 per share)		0			0			(1,483	)		0			(1,483	)
Balance at September 30, 2020	$	148		$	108,231		$	63,787		$	231		$	172,397

Balance at July, 1 2021	$	141		$	100,877		$	65,230		$	188		$	166,436
Net income		0			0			1,644			0			1,644
Other comprehensive loss, net of tax		0			0			0			(28	)		(28	)
Repurchase and retirement of common stock (744,587 shares)		(7	)		(8,496	)		0			0			(8,503	)
Cash dividends declared on common stock ($0.10 per share)		0			0			(1,376	)		0			(1,376	)
Balance at September 30, 2021	$	134		$	92,381		$	65,498		$	160		$	158,173

For the nine months ended

Balance at January 1, 2020	$	153		$	112,420		$	61,573		$	226		$	174,372
Net income		0			0			6,718			0			6,718
Other comprehensive income, net of tax		0			0			0			5			5
Repurchase and retirement of common stock (453,836 shares)		(5	)		(4,189	)		0			0			(4,194	)
Cash dividends declared on common stock ($0.30 per share)		0			0			(4,504	)		0			(4,504	)
Balance at September 30, 2020	$	148		$	108,231		$	63,787		$	231		$	172,397

Balance at January 1, 2021	$	148		$	107,815		$	64,754		$	213		$	172,930
Net income		0			0			5,039			0			5,039
Other comprehensive loss, net of tax		0			0			0			(53	)		(53	)
Repurchase and retirement of common stock (1,395,632 shares)		(14	)		(15,434	)		0			0			(15,448	)
Cash dividends declared on common stock ($0.30 per share)		0			0			(4,295	)		0			(4,295	)
Balance at September 30, 2021	$	134		$	92,381		$	65,498		$	160		$	158,173

										*Accumulated*
				*Additional*						*Other*
	*Common*			*Paid-in*			*Retained*			*Comprehensive*
	*Stock*			*Capital*			*Earnings*			*Income (Loss)*			*Total*
For the three months ended

Balance at January, 1 2021	$	148		$	107,815		$	64,754		$	213		$	172,930
Net income		0			0			1,469			0			1,469
Other comprehensive loss, net of tax effect		0			0			0			(5	)		(5	)
Repurchase and retirement of common stock (146,106 shares)		(2	)		(1,486	)		0			0			(1,488	)
Cash dividends declared on common stock ($0.10 per share)		0			0			(1,473	)		0			(1,473	)
Balance at March 31, 2021	$	146		$	106,329		$	64,750		$	208		$	171,433

Balance at January, 1 2022	$	132		$	90,709		$	66,545		$	80		$	157,466
Net income		0			0			1,268			0			1,268
Other comprehensive loss, net of tax effect		0			0			0			(2,977	)		(2,977	)
Repurchase and retirement of common stock (50,000 shares)		0			(539	)		0			0			(539	)
Cash dividends declared on common stock ($0.10 per share)		0			0			(1,323	)		0			(1,323	)
Balance at March 31, 2022	$	132		$	90,170		$	66,490		$	(2,897	)	$	153,895

	*Number of loans*		*Principal Balance*		*Remaining Amounts Deferred*
Small Investment Property COVID-19 Qualified Limited Forbearance Agreement
Multi-family mortgage		8	$	3,092	$	17
Nonresidential real estate		10		3,363		22
Apartment and Commercial Real Estate COVID-19 Qualified Limited Forbearance Agreement
Nonresidential real estate		2		2,480		6
One-to-four family residential real estate		10		1,402		8

		30	$	10,337	$	53

Twelve months ended September 30,
2022	$	1,280
2023		1,290
2024		808
2025		505
2026		511
Thereafter		1,833
Total future minimum operating lease payments		6,227
Amounts representing interest		(1,058	)
Present value of net future minimum operating lease payments	$	5,169

	For the Nine Months Ended September 30,
	2021								2020
	Average Outstanding Balance			Interest		Yield/Rate⁽¹⁾			Average Outstanding Balance			Interest		Yield/Rate ⁽¹⁾
	(Dollars in thousands)
Interest-earning assets:
Loans	$	1,032,782		$	33,510		4.34	%	$	1,118,637		$	38,307		4.57	%
Securities		19,604			152		1.04			60,606			758		1.67
Stock in FHLB and FRB		7,490			255		4.55			7,490			259		4.62
Other		505,153			576		0.15			283,493			1,008		0.47
Total interest-earning assets		1,565,029			34,493		2.95			1,470,226			40,332		3.66
Noninterest-earning assets		65,358								64,689
Total assets	$	1,630,387							$	1,534,915
Interest-bearing liabilities:
Savings deposits	$	191,822			88		0.06		$	162,501			118		0.10
Money market accounts		319,302			338		0.14			260,314			829		0.43
NOW accounts		354,810			366		0.14			287,478			472		0.22
Certificates of deposit		231,622			948		0.55			357,182			4,622		1.73
Total deposits		1,097,556			1,740		0.21			1,067,475			6,041		0.76
Borrowings and Subordinated Notes		16,771			368		2.93			2,144			—		—
Total interest-bearing liabilities		1,114,327			2,108		0.25			1,069,619			6,041		0.75
Noninterest-bearing deposits		321,641								265,928
Noninterest-bearing liabilities		25,886								25,372
Total liabilities		1,461,854								1,360,919
Equity		168,533								173,996
Total liabilities and equity	$	1,630,387							$	1,534,915
Net interest income				$	32,385							$	34,291
Net interest rate spread ⁽²⁾							2.70	%							2.91	%
Net interest-earning assets ⁽³⁾	$	450,702							$	400,607
Net interest margin ⁽⁴⁾							2.77	%							3.12	%
Ratio of interest-earning assets to interest-bearing liabilities		140.45	%							137.45	%