CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

	(Unaudited)
	*June 30, 2022*			*December 31, 2021*
	(Dollars In Thousands, except share and per share data)
Assets
Cash	$	87,393		$	343,016
Federal funds sold		15,093			13,981
Interest-earning deposits in other financial institutions and other short term investments		19,707			19,725
Cash and cash equivalents		122,193			376,722
Securities available for sale (at fair value)		200,545			179,016
Loans held for sale (at fair value)		206,702			312,738
Loans receivable		1,276,560			1,205,785
Less: Allowance for credit losses ("ACL") - loans		17,271			15,778
Loans receivable, net		1,259,289			1,190,007

Office properties and equipment, net		21,781			22,273
Federal Home Loan Bank stock (at cost)		16,301			24,438
Cash surrender value of life insurance		65,745			65,368
Real estate owned, net		148			148
Prepaid expenses and other assets		48,393			45,148
Total assets	$	1,941,097		$	2,215,858

Liabilities and Shareholders’ Equity
Liabilities:
Demand deposits	$	230,003		$	214,409
Money market and savings deposits		395,229			392,314
Time deposits		587,998			626,663
Total deposits		1,213,230			1,233,386

Borrowings		281,100			477,127
Advance payments by borrowers for taxes		17,302			4,094
Other liabilities		43,085			68,478
Total liabilities		1,554,717			1,783,085
Commitments and contingencies (Note 9)

Shareholders’ equity:
Preferred stock (par value $.01 per share) Authorized - 50,000,000 shares at June 30, 2022 and at December 31, 2021, no shares issued		0			0
Common stock (par value $.01 per share) Authorized - 100,000,000 shares at June 30, 2022 and at December 31, 2021, Issued - 22,733,766 at June 30, 2022 and 24,795,124 at December 31, 2021, Outstanding - 22,733,766 at June 30, 2022 and 24,795,124 at December 31, 2021		227			248
Additional paid-in capital		137,547			174,505
Retained earnings		276,444			273,398
Unearned ESOP shares		(13,650	)		(14,243	)
Accumulated other comprehensive loss, net of taxes		(14,188	)		(1,135	)
Total shareholders’ equity		386,380			432,773
Total liabilities and shareholders’ equity	$	1,941,097		$	2,215,858

(Unaudited)
September 30, 2021 December 31, 2020
Assets (Dollars In Thousands, except share and per share data)
Cash $ 327,288 $ 56,190
Federal funds sold 12,097 18,847
Interest-earning deposits in other financial institutions and other short term investments 19,229 19,730
Cash and cash equivalents 358,614 94,767
Securities available for sale (at fair value) 174,830 159,619
Loans held for sale (at fair value) 325,958 402,003
Loans receivable 1,226,834 1,375,137
Less: Allowance for loan losses 16,790 18,823
Loans receivable, net 1,210,044 1,356,314

Office properties and equipment, net 22,676 23,722
Federal Home Loan Bank stock (at cost) 24,438 26,720
Cash surrender value of life insurance 65,050 63,573
Real estate owned, net 148 322
Prepaid expenses and other assets 52,353 57,547
Total assets $ 2,234,111 $ 2,184,587

Liabilities and Shareholders’ Equity
Liabilities:
Demand deposits $ 217,078 $ 188,225
Money market and savings deposits 371,719 295,317
Time deposits 657,767 701,328
Total deposits 1,246,564 1,184,870

Borrowings 475,000 508,074
Advance payments by borrowers for taxes 25,298 3,522
Other liabilities 44,678 75,003
Total liabilities 1,791,540 1,771,469

Shareholders’ equity:
Preferred stock (par value $0.01 per share)

Authorized - 50,000,000 shares at September 30, 2021 and at December 31, 2020, 0 shares issued
0 0
Common stock (par value $0.01 per share)

Authorized - 100,000,000 shares at September 30, 2021 and at December 31, 2020

Issued - 25,038,054 at September 30, 2021 and 25,087,976 at December 31, 2020

Outstanding - 25,038,054 at September 30, 2021 and 25,087,976 at December 31, 2020
250 251
Additional paid-in capital 179,312 180,684
Retained earnings 277,316 245,287
Unearned ESOP shares (14,540 ) (15,430 )
Accumulated other comprehensive income, net of taxes 233 2,326
Total shareholders’ equity 442,571 413,118
Total liabilities and shareholders’ equity $ 2,234,111 $ 2,184,587

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

WATERSTONE FINANCIAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	*Three months ended June 30,*					*Six months ended June 30,*
	*2022*		*2021*			*2022*			*2021*
	(In Thousands, except per share amounts)

Interest income:
Loans	$	14,546	$	16,480		$	28,046		$	33,083
Mortgage-related securities		821		486			1,423			977
Debt securities, federal funds sold and short-term investments		1,049		858			1,977			1,733
Total interest income		16,416		17,824			31,446			35,793
Interest expense:
Deposits		751		1,078			1,530			2,595
Borrowings		1,584		2,469			3,971			4,969
Total interest expense		2,335		3,547			5,501			7,564
Net interest income		14,081		14,277			25,945			28,229
Provision (credit) for credit losses		48		(750	)		(28	)		(1,820	)
Net interest income after provision for loan losses		14,033		15,027			25,973			30,049
Noninterest income:
Service charges on loans and deposits		666		657			1,176			1,347
Increase in cash surrender value of life insurance		724		684			1,040			985
Mortgage banking income		29,410		49,649			57,685			104,040
Other		438		1,054			1,155			1,871
Total noninterest income		31,238		52,044			61,056			108,243
Noninterest expenses:
Compensation, payroll taxes, and other employee benefits		25,793		33,926			51,328			68,049
Occupancy, office furniture, and equipment		2,056		2,293			4,244			4,858
Advertising		962		911			1,867			1,735
Data processing		1,144		914			2,346			1,885
Communications		258		326			598			657
Professional fees		349		569			810			254
Real estate owned		0		0			5			(12	)
Loan processing expense		1,134		1,200			2,565			2,535
Other		3,354		3,158			6,221			6,336
Total noninterest expenses		35,050		43,297			69,984			86,297
Income before income taxes		10,221		23,774			17,045			51,995
Income tax expense		2,231		5,880			3,763			12,757
Net income	$	7,990	$	17,894		$	13,282		$	39,238
Income per share:
Basic	$	0.36	$	0.75		$	0.59		$	1.65
Diluted	$	0.36	$	0.74		$	0.58		$	1.64
Weighted average shares outstanding:
Basic		22,126		23,848			22,626			23,792
Diluted		22,229		24,029			22,768			23,996

~~(Unaudited)~~

Three months ended September 30, Nine months ended September 30,
2021 2020 2021 2020
(In Thousands, except per share amounts)

Interest income:
Loans $ 16,131 $ 18,224 $ 49,214 $ 54,404
Mortgage-related securities 471 588 1,448 1,960
Debt securities, federal funds sold and short-term investments 904 732 2,637 2,493
Total interest income 17,506 19,544 53,299 58,857
Interest expense:
Deposits 947 3,495 3,542 11,760
Borrowings 2,445 2,640 7,414 7,913
Total interest expense 3,392 6,135 10,956 19,673
Net interest income 14,114 13,409 42,343 39,184
Provision (credit) for loan losses (700 ) 1,025 (2,520 ) 6,310
Net interest income after provision for loan losses 14,814 12,384 44,863 32,874
Noninterest income:
Service charges on loans and deposits 1,136 672 2,483 3,384
Increase in cash surrender value of life insurance 312 714 1,297 1,587
Mortgage banking income 46,547 72,112 150,587 166,292
Other 4,941 2,265 6,812 2,868
Total noninterest income 52,936 75,763 161,179 174,131
Noninterest expenses:
Compensation, payroll taxes, and other employee benefits 34,229 39,405 102,278 100,695
Occupancy, office furniture, and equipment 2,488 2,469 7,346 7,744
Advertising 835 861 2,570 2,625
Data processing 986 922 2,871 3,023
Communications 331 339 988 994
Professional fees 550 4,738 804 7,647
Real estate owned 1 11 (11 ) 55
Loan processing expense 1,135 1,336 3,670 3,620
Other 2,768 2,920 9,104 9,495
Total noninterest expenses 43,323 53,001 129,620 135,898
Income before income taxes 24,427 35,146 76,422 71,107
Income tax expense 5,427 8,853 18,184 17,797
Net income $ 19,000 $ 26,293 $ 58,238 $ 53,310
Income per share:
Basic $ 0.80 $ 1.08 $ 2.45 $ 2.16
Diluted $ 0.79 $ 1.08 $ 2.43 $ 2.15
Weighted average shares outstanding:
Basic 23,785 24,297 23,790 24,720
Diluted 23,960 24,380 23,987 24,842

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

WATERSTONE FINANCIAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	*Three months ended June 30,*						*Six months ended June 30,*
	*2022*			*2021*			*2022*			*2021*
	(In Thousands)
Net income	$	7,990		$	17,894		$	13,282		$	39,238

Other comprehensive loss, net of tax:
Net unrealized holding loss on available for sale securities:
Net unrealized holding loss arising during the period, net of tax benefit of $2,266, $89, $4,888 and $521, respectively		(6,051	)		(241	)		(13,053	)		(1,397	)
Total other comprehensive loss		(6,051	)		(241	)		(13,053	)		(1,397	)
Comprehensive income	$	1,939		$	17,653		$	229		$	37,841

~~(Unaudited)~~

Three months ended September 30, Nine months ended September 30,
2021 2020 2021 2020
(In Thousands)
Net income $ 19,000 $ 26,293 $ 58,238 $ 53,310

Other comprehensive (loss) income, net of tax:
Net unrealized holding (loss) gain on available for sale securities:
Net unrealized holding (loss) gain arising during the period, net of tax benefit (expense) of $262, $41, $783, $(754), respectively
(696 ) (104 ) (2,093 ) 2,013
Total other comprehensive (loss) income (696 ) (104 ) (2,093 ) 2,013
Comprehensive income $ 18,304 $ 26,189 $ 56,145 $ 55,323

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

WATERSTONE FINANCIAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN ~~SHAREHOLDERS’~~SHAREHOLDERS’ EQUITY

(Unaudited)

																*Accumulated*
							*Additional*						*Unearned*			*Other*			*Total*
	*Common Stock*						*Paid-In*			*Retained*			*ESOP*			*Comprehensive*			*Shareholders'*
	*Shares*			*Amount*			*Capital*			*Earnings*			*Shares*			*Income (Loss)*			*Equity*
	(In Thousands, except per share amounts)
For the six months ended June 30, 2021
Balances at December 31, 2020		25,088		$	251		$	180,684		$	245,287		$	(15,430	)	$	2,326		$	413,118

Comprehensive income:
Net income		-			0			0			39,238			0			0			39,238
Other comprehensive loss		-			0			0			0			0			(1,397	)		(1,397	)
Total comprehensive income					0			0			0			0			0			37,841

ESOP shares committed to be released to plan participants		-			0			455			0			593			0			1,048
Cash dividend, $0.90 per share		-			0			0			(21,477	)		0			0			(21,477	)
Proceeds from stock option exercises		184			2			1,992			0			0			0			1,994
Stock compensation expense		-			0			370			0			0			0			370
Purchase of common stock returned to authorized but unissued		(59	)		(1	)		(1,155	)		0			0			0			(1,156	)
Balances at June 30, 2021		25,213		$	252		$	182,346		$	263,048		$	(14,837	)	$	929		$	431,738

	(In Thousands, except per share amounts)
For the six months ended June 30, 2022
Balances at December 31, 2021		24,795		$	248		$	174,505		$	273,398		$	(14,243	)	$	(1,135	)	$	432,773

Comprehensive income:
Net income		-			0			0			13,282			0			0			13,282
Other comprehensive loss		-			0			0			0			0			(13,053	)		(13,053	)
Total comprehensive income					0			0			0			0			0			229

Adoption of new accounting pronouncement (see Note 1)		-			0			0			(1,392	)		0			0			(1,392	)
ESOP shares committed to be released to plan participants		-			0			391			0			593			0			984
Cash dividend, $0.40 per share		-			0			0			(8,844	)		0			0			(8,844	)
Proceeds from stock option exercises		38			0			246			0			0			0			246
Stock compensation expense		-			0			330			0			0			0			330
Purchase of common stock returned to authorized but unissued		(2,099	)		(21	)		(37,925	)		0			0			0			(37,946	)
Balances at June 30, 2022		22,734		$	227		$	137,547		$	276,444		$	(13,650	)	$	(14,188	)	$	386,380

~~(Unaudited)~~

Common Stock
Additional
Paid-In
Capital

Retained
Earnings

Unearned
ESOP
Shares

Accumulated
Other
Comprehensive Income (Loss)

Total
Shareholders'
Equity

Shares Amount
For the nine months ended September 30, 2020 (In Thousands, except per share amounts)
Balances at December 31, 2019
27,148 $ 271 $ 211,997 $ 197,393 $ (16,617 ) $ 642 $ 393,686

Comprehensive income:
Net income - 0 0 53,310 0 0 53,310
Other comprehensive income - 0 0 0 0 2,013 2,013
Total comprehensive income 55,323

ESOP shares committed to be released to Plan participants - 0 327 0 890 0 1,217
Cash dividend declared, $0.86 per share
- 0 0 (21,414 ) 0 0 (21,414 )
Proceeds from stock option exercises 222 3 2,783 0 0 0 2,786
Stock compensation expense - 0 553 0 0 0 553
Purchase of common stock returned to authorized but unissued (2,150 ) (22 ) (32,700 ) 0 0 0 (32,722 )
Balances at September 30, 2020
25,220 $ 252 $ 182,960 $ 229,289 $ (15,727 ) $ 2,655 $ 399,429

For the nine months ended September 30, 2021 (In Thousands, except per share amounts)
Balances at December 31, 2020
25,088 $ 251 $ 180,684 $ 245,287 $ (15,430 ) $ 2,326 $ 413,118

Comprehensive income:
Net income - 0 0 58,238 0 0 58,238
Other comprehensive loss - 0 0 0 0 (2,093 ) (2,093 )
Total comprehensive income 56,145

ESOP shares committed to be released to Plan participants - 0 682 0 890 0 1,572
Cash dividend declared, $1.10 per share
- 0 0 (26,209 ) 0 0 (26,209 )
Proceeds from stock option exercises 187 2 2,041 0 0 0 2,043
Stock compensation expense - 0 564 0 0 0 564
Purchase of common stock returned to authorized but unissued (237 ) (3 ) (4,659 ) 0 0 0 (4,662 )
Balances at September 30, 2021
25,038 $ 250 $ 179,312 $ 277,316 $ (14,540 ) $ 233 $ 442,571

Common Stock
Additional
Paid-In
Capital

Retained
Earnings

Unearned
ESOP
Shares

Accumulated
Other
Comprehensive Income (Loss)

Total
Shareholders'
Equity

Shares Amount
For the three months ended September 30, 2020 (In Thousands, except per share amounts)
Balances at June 30, 2020
25,843 $ 258 $ 192,762 $ 205,863 $ (16,023 ) $ 2,759 $ 385,619

Comprehensive income:
Net income - 0 0 26,293 0 0 26,293
Other comprehensive loss - 0 0 0 0 (104 ) (104 )
Total comprehensive income 26,189

ESOP shares committed to be released to Plan participants - 0 99 0 296 0 395
Cash dividend declared, $0.12 per share
- 0 0 (2,867 ) 0 0 (2,867 )
Proceeds from stock option exercises 177 2 2,253 0 0 0 2,255
Stock compensation expense - 0 164 0 0 0 164
Purchase of common stock returned to authorized but unissued (800 ) (8 ) (12,318 ) 0 0 0 (12,326 )
Balances at September 30, 2020
25,220 $ 252 $ 182,960 $ 229,289 $ (15,727 ) $ 2,655 $ 399,429

For the three months ended September 30, 2021 (In Thousands, except per share amounts)
Balances at June 30, 2021
25,213 $ 252 $ 182,346 $ 263,048 $ (14,837 ) $ 929 $ 431,738

Comprehensive income:
Net income - 0 0 19,000 0 0 19,000
Other comprehensive loss - 0 0 0 0 (696 ) (696 )
Total comprehensive income 18,304

ESOP shares committed to be released to Plan participants - 0 227 0 297 0 524
Cash dividend declared, $0.20 per share
- 0 0 (4,732 ) 0 0 (4,732 )
Proceeds from stock option exercises 3 0 49 0 0 0 49
Stock compensation expense - 0 194 0 0 0 194
Purchase of common stock returned to authorized but unissued (178 ) (2 ) (3,504 ) 0 0 0 (3,506 )
Balances at September 30, 2021
25,038 $ 250 $ 179,312 $ 277,316 $ (14,540 ) $ 233 $ 442,571

~~See accompanying notes to unaudited consolidated financial statements~~

7Table of Contents

																*Accumulated*
							*Additional*						*Unearned*			*Other*			*Total*
	*Common Stock*						*Paid-In*			*Retained*			*ESOP*			*Comprehensive*			*Shareholders'*
	*Shares*			*Amount*			*Capital*			*Earnings*			*Shares*			*Income*			*Equity*
	(In Thousands, except per share amounts)
For the three months ended June 30, 2021
Balances at March 31, 2021		25,230		$	252		$	182,533		$	261,859		$	(15,133	)	$	1,170		$	430,681

Comprehensive income:
Net income		-			0			0			17,894			0			0			17,894
Other comprehensive loss		-			0			0			0			0			(241	)		(241	)
Total comprehensive income					0			0			0			0			0			17,653

ESOP shares committed to be released to Plan participants		-			0			232			0			296			0			528
Cash dividend, $0.70 per share		-			0			0			(16,705	)		0			0			(16,705	)
Stock compensation activity, net of tax		42			1			534			0			0			0			535
Stock compensation expense		-			0			195			0			0			0			195
Purchase of common stock returned to authorized but unissued		(59	)		(1	)		(1,148	)		0			0			0			(1,149	)
Balances at June 30, 2021		25,213		$	252		$	182,346		$	263,048		$	(14,837	)	$	929		$	431,738

	(In Thousands, except per share amounts)
For the three months ended June 30, 2022
Balances at March 31, 2022		24,147		$	241		$	161,354		$	272,740		$	(13,946	)	$	(8,137	)	$	412,252
Comprehensive income:
Net income		-			0			0			7,990			0			0			7,990
Other comprehensive loss		-			0			0			0			0			(6,051	)		(6,051	)
Total comprehensive income					0			0			0			0			0			1,939

ESOP shares committed to be released to Plan participants		-			0			155			0			296			0			451
Cash dividend, $0.20 per share		-			0			0			(4,286	)		0			0			(4,286	)
Stock compensation activity, net of tax		5			0			55			0			0			0			55
Stock compensation expense		-			0			160			0			0			0			160
Purchase of common stock returned to authorized but unissued		(1,418	)		(14	)		(24,177	)		0			0			0			(24,191	)
Balances at June 30, 2022		22,734		$	227		$	137,547		$	276,444		$	(13,650	)	$	(14,188	)	$	386,380

~~WATERSTONE FINANCIAL, INC. AND SUBSIDIARIES~~

~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(Unaudited)~~

Nine months ended September 30,
2021 2020
(In Thousands)

Operating activities:
Net income $ 58,238 $ 53,310
Adjustments to reconcile net income to cash provided by (used) in operating activities:
Provision (credit) for loan losses (2,520 ) 6,310
Depreciation, amortization, accretion 4,924 4,016
Deferred taxes 345 (2,445 )
Stock based compensation 564 553
Origination of mortgage servicing rights (5,301 ) (8,936 )
Proceeds on sales of mortgage servicing rights 12,448 0
Gain on sale of loans held for sale (153,612 ) (171,374 )
Loans originated for sale (3,212,967 ) (3,063,835 )
Proceeds on sales of loans originated for sale 3,442,624 3,069,529
Gain on death benefit on bank owned life insurance 0 (1,456 )
Decrease in accrued interest receivable 715 181
Increase in cash surrender value of life insurance (1,297 ) (1,587 )
Decrease (increase) in derivative assets 4,251 (10,765 )
Decrease in accrued interest on deposits and borrowings (200 ) (245 )
(Increase) decrease in prepaid tax expense (959 ) 2,794
Legal settlement (4,250 ) 4,250
(Decrease) increase in derivative liabilities (5,140 ) 445
Net gain related to real estate owned (12 ) (5 )
Gain on sale of mortgage servicing rights (4,032 ) 0
Change in other assets and other liabilities, net (10,147 ) 2,910
Net cash provided by (used in) operating activities 123,672 (116,350 )

Investing activities:
Net decrease (increase) in loans receivable 148,790 (46,322 )
Purchases of:
FHLB stock 0 (5,570 )
Mortgage related securities (55,256 ) (4,455 )
Debt securities 0 (5,000 )
Bank owned life insurance (180 ) (180 )
Premises and equipment, net (656 ) (917 )
Proceeds from:
Principal repayments on mortgage-related securities 30,755 33,635
Maturities of debt securities 6,375 3,760
Sales of FHLB stock 2,282 0
Sales of real estate owned 183 353
Proceeds from death benefit 0 9,633
Net cash provided by (used in) investing activities 132,293 (15,063 )

Financing activities:
Net increase in deposits 61,694 116,875
Net change in short term borrowings (33,074 ) 68,564
Cash paid for advance payments by borrowers for taxes 8,157 9,870
Cash dividends on common stock (26,276 ) (21,698 )
Purchase of common stock returned to authorized but unissued (4,662 ) (32,722 )
Proceeds from stock option exercises 2,043 2,786
Net cash provided by financing activities 7,882 143,675
Increase in cash and cash equivalents 263,847 12,262
Cash and cash equivalents at beginning of period 94,767 74,300
Cash and cash equivalents at end of period $ 358,614 $ 86,562

Supplemental information:
Cash paid during the period for:
Income tax payments $ 18,796 $ 17,448
Interest payments 10,756 19,918
Noncash activities:
Loans receivable transferred to real estate owned 0 369
Dividends declared but not paid in other liabilities 5,165 3,217

See accompanying notes to unaudited consolidated financial statements.

Table of Contents

WATERSTONE FINANCIAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	*Six months ended June 30,*
	*2022*			*2021*
	(In Thousands)

Operating activities:
Net income	$	13,282		$	39,238
Adjustments to reconcile net income to net cash provided by operating activities:
Provision (credit) for credit losses		(28	)		(1,820	)
Depreciation, amortization, accretion		2,071			3,518
Deferred taxes		(251	)		2,464
Stock based compensation		330			370
Origination of mortgage servicing rights		(1,521	)		(4,664	)
Gain on sale of loans held for sale		(40,977	)		(103,666	)
Loans originated for sale		(1,445,824	)		(2,164,317	)
Proceeds on sales of loans originated for sale		1,592,837			2,317,359
Gain on death benefit on bank owned life insurance		(340	)		0
(Increase) decrease in accrued interest receivable		(355	)		449
Increase in cash surrender value of life insurance		(1,040	)		(985	)
Decrease in derivative assets		1,528			3,568
Decrease in accrued interest on deposits and borrowings		(368	)		(191	)
Decrease (increase) in prepaid tax expense		605			(578	)
Legal settlement		0			(4,250	)
Increase (decrease) in derivative liabilities		2,985			(5,140	)
Net gain related to real estate owned		0			(12	)
Change in other assets and other liabilities, net		(4,771	)		(4,430	)
Net cash provided by operating activities		118,163			76,913

Investing activities:
Net (increase) decrease in loans receivable		(70,052	)		79,103
Purchases of:
Mortgage related securities		(68,157	)		(39,894	)
Bank Owned Life Insurance		(180	)		(180	)
Premises and equipment, net		(450	)		(635	)
Proceeds from:
Principal repayments on mortgage-related securities		17,382			21,134
Maturities of debt securities		11,385			4,215
Sales of FHLB stock		8,137			182
Sales of real estate owned		0			183
Death benefit		1,183			0
Net cash (used in) provided by investing activities		(100,752	)		64,108

Financing activities:
Net (decrease) increase in deposits		(20,156	)		46,190
Net change in short-term borrowings		(1,027	)		(33,074	)
Repayment of long-term debt		(195,000	)		0
Net change in advance payments by borrowers for taxes		3,714			517
Cash dividends on common stock		(21,771	)		(21,520	)
Purchase of common stock returned to authorized but unissued		(37,946	)		(1,156	)
Proceeds from stock option exercises		246			1,994
Net cash used in financing activities		(271,940	)		(7,049	)
(Decrease) increase in cash and cash equivalents		(254,529	)		133,972
Cash and cash equivalents at beginning of period		376,722			94,767
Cash and cash equivalents at end of period	$	122,193		$	228,739

Supplemental information:
Cash paid or credited during the period for:
Income tax payments	$	3,000		$	10,871
Interest payments		5,133			7,755
Noncash activities:
Dividends declared but not paid in other liabilities		4,597			5,190

See accompanying notes to unaudited consolidated financial statements.

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Note 1— Basis of Presentation

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

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

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

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

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

The accompanying unaudited consolidated financial statements and related notes should be read in conjunction with the Company’s December 31, ~~2020~~2021 Annual Report on Form ~~10-K.~~10-K. Operating results for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2021~~ 2022 or for any other period.

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

~~Impacts of COVID-19~~

In March, 2020, the World Health Organization declared the outbreak of COVID-19 as a global pandemic, which continues to spread throughout the United States and around the world. The declaration of a global pandemic indicates that almost all public commerce and related business activities must be, to varying degrees, curtailed with the goal of decreasing the rate of new infections. The pandemic and continuing spread of COVID-19 could adversely impact a broad range of industries in which the Company’s customers operate and impair their ability to fulfill their financial obligations to the Company.

In 2021, restrictive measures related to the COVID-19 pandemic continued to ease as vaccination and other measures have increased. Most businesses have reopened at full capacity, which has improved commercial and consumer activity but still has not returned to pre-pandemic levels. While the overall outlook has improved based on the availability of the vaccine to all adults and older children, further government action in response to the COVID-19 pandemic, including any vaccination mandates, may affect our business and operations, including our workforce, human capital resources and infrastructure. the risk of further resurgence and possible reimplementation of restrictions remains.

~~The Company has reopened all financial centers at normal business hours and all employees have returned to work during 2021.~~

Subsequent Events

The Company has evaluated subsequent events for potential recognition and/or disclosure through the date the unaudited consolidated financial statements included in this Quarterly Report on Form ~~10-Q~~10-Q were issued. There were no significant subsequent events for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 through the issuance date of these unaudited consolidated financial statements that warranted adjustment to or disclosure in the unaudited consolidated financial statements.

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~~Reclassifications~~

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

Impact of Recent Accounting Pronouncements

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

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

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

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

Accounting Standards Adopted in 2022

The Company adopted ASC Topic 326 on January 1, 2022, and applied the standard’s provisions as a cumulative-effect adjustment to retained earnings, as of January 1, 2022 (i.e., modified retrospective approach). Upon adoption of the standard, the Company recorded a $430,000 increase to the allowance for credit losses ~~under the current expected credit losses (CECL) model includes the use of relevant available information, from internal~~ and ~~external sources, relating~~$1.4 million increase to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience by vintage classified by loans with similar risk profiles provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are considered for differences in current loan-specific risk characteristics such as changes in underwriting standards, portfolio mix, portfolio volume, delinquency rates, interest rates, or other relevant factors. The Company is currently finalizing controls, processes, policies and disclosures in preparation for final adoption. The Company is continuing to evaluate the extent of the potential impact and expects that portfolio composition and economic conditions at the time of adoption will be a factor.

During the third quarter, we ran a parallel run including additional analytics, controls, and a parallel governance process. A set of controls, including management review controls, implementation controls, data, model, and forecasting controls has been established. Next steps include further testing and finalization of controls and developing disclosures. We will continue to evaluate and refine our loss estimates throughout 2021.

~~Based on our most recent parallel run, we estimate that the impact of the standard on~~ the allowance for ~~credit losses ("ACL") as of September 30, 2021, would have been within~~unfunded commitments which resulted in a ~~range of no change~~$1.4 million after-tax decrease to a 10% increase. Within the ACL calculation, we generally expect the ACL to be lower for commercial loans as they are shorter duration loans compared to the longer duration residential and real estate loans. We expect that the ACL related to AFS securities will be immaterial as the portfolio consists entirely of municipal securities with low expected losses. This estimate is subject to change based on continuing review of the models, assumptions, methodologies and judgments.

The impact of the ASU at adoption will be influenced by the portfolio composition and credit quality, macroeconomic conditions and forecasts at that time, as well as other management judgments. We expect more volatility in the credit loss estimate under CECL than under the current accounting requirements.

~~The Bank will adopt this guidance beginning January 1, 2022. Transition to the new ASU will be through a cumulative-effect adjustment to the opening balance of~~ retained earnings as of ~~the beginning of~~ January 1, 2022.

~~Financial statement users should be aware that the~~The tax effect resulted in a $439,000 increase to deferred tax assets.

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

~~As we continue to evaluate~~securities portfolios as well as the ~~provisions of ASC Topic 326 as of and for the nine months ended September 30, 2021, we are considering the following in developing our forecast and its effect on our CECL calculations:~~

~~Duration, extent and severity of COVID-19;~~

~~Effect of government assistance; and~~

~~Unemployment and effect on economies and markets.~~

The Company is evaluating the authoritative guidance related to credit losses relating to available-for-sale debt securities and is not expecting it to have a material impact on the Company's statements of operations or financial condition.

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

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Note 2— Securities Available for Sale

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

September 30, 2021
Amortized cost Gross unrealized gains Gross unrealized losses Fair value
(In Thousands)
Mortgage-backed securities $ 20,900 $ 718 $ (170 ) $ 21,448
Collateralized mortgage obligations:
Government sponsored enterprise issued 89,963 902 (633 ) 90,232
Private -label issued 2,956 37 0 2,993
Mortgage-related securities 113,819 1,657 (803 ) 114,673

Government sponsored enterprise bonds 2,500 0 (22 ) 2,478
Municipal securities 45,000 1,345 (14 ) 46,331
Other debt securities 12,500 48 (1,200 ) 11,348
Debt securities 60,000 1,393 (1,236 ) 60,157
Total $ 173,819 $ 3,050 $ (2,039 ) $ 174,830

December 31, 2020
Amortized cost Gross unrealized gains Gross unrealized losses Fair value
(In Thousands)
Mortgage-backed securities $ 24,005 $ 1,110 $ (15 ) $ 25,100
Collateralized mortgage obligations:
Government sponsored enterprise issued 61,604 1,693 (13 ) 63,284
Private label issued 3,611 54 0 3,665
Mortgage-related securities 89,220 2,857 (28 ) 92,049

Government sponsered enterprise bonds 2,500 3 0 2,503
Municipal securities 51,512 2,102 0 53,614
Other debt securities 12,500 46 (1,093 ) 11,453
Debt securities 66,512 2,151 (1,093 ) 67,570
Total $ 155,732 $ 5,008 $ (1,121 ) $ 159,619

	*June 30, 2022*
			*Gross*		*Gross*
	*Amortized*		*unrealized*		*unrealized*
	*cost*		*gains*		*losses*			*Fair value*
	(In Thousands)
Mortgage-backed securities	$	16,535	$	15	$	(1,388	)	$	15,162
Collateralized mortgage obligations:
Government sponsored enterprise issued		147,202		0		(14,614	)		132,588
Private-label issued		9,725		1		(545	)		9,181
Mortgage-related securities		173,462		16		(16,547	)		156,931

Government sponsored enterprise bonds		2,500		0		(200	)		2,300
Municipal securities		30,892		308		(1,065	)		30,135
Other debt securities		12,500		0		(1,321	)		11,179
Debt securities		45,892		308		(2,586	)		43,614
Total	$	219,354	$	324	$	(19,133	)	$	200,545

	*December 31, 2021*
			*Gross*		*Gross*
	*Amortized*		*unrealized*		*unrealized*
	*cost*		*gains*		*losses*			*Fair value*
	(In Thousands)
Mortgage-backed securities	$	19,133	$	542	$	(187	)	$	19,488
Collateralized mortgage obligations
Government sponsored enterprise issued		100,543		503		(1,744	)		99,302
Private-label issued		2,913		30		0			2,943
Mortgage related securities		122,589		1,075		(1,931	)		121,733

Government sponsored enterprise bonds		2,500		0		(52	)		2,448
Municipal securities		42,295		1,206		(7	)		43,494
Other debt securities		12,500		41		(1,200	)		11,341
Debt securities		57,295		1,247		(1,259	)		57,283
Total	$	179,884	$	2,322	$	(3,190	)	$	179,016

The Company’s mortgage-backed securities and collateralized mortgage obligations issued by government sponsored enterprises are guaranteed by Fannie Mae, Freddie Mac or Ginnie Mae. At ~~September~~June 30, ~~2021, $505,000~~2022, $317,000 of the Company’s mortgage related securities were pledged as collateral to secure mortgage banking related activities. At December 31, ~~2020~~2021, ~~$785,000~~ $430,000 of the Company's mortgage related securities were pledged as collateral to secure mortgage banking related ~~activities and $7.2 million were pledged as collateral to secure back-to-back swaps.~~

activities.

The amortized cost and fair values of investment securities by contractual maturity at ~~September~~June 30, ~~2021~~2022 are shown below. Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

Amortized
Cost

Fair
Value

(In Thousands)
Debt and other securities
Due within one year $ 8,741 $ 8,808
Due after one year through five years 29,972 30,676
Due after five years through ten years 16,174 15,561
Due after ten years 5,113 5,112
Mortgage-related securities 113,819 114,673
Total $ 173,819 $ 174,830

	*Amortized*		*Fair*
	*Cost*		*Value*
	(In Thousands)
Debt and other securities
Due within one year	$	7,900	$	7,918
Due after one year through five years		19,683		19,730
Due after five years through ten years		13,206		11,926
Due after ten years		5,103		4,040
Mortgage-related securities		173,462		156,931
Total	$	219,354	$	200,545

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

September 30, 2021
Less than 12 months 12 months or longer Total
Fair value Unrealized loss Fair value Unrealized loss Fair value Unrealized loss
(In Thousands)
Mortgage-backed securities $ 6,266 $ (170 ) $ 0 $ 0 $ 6,266 $ (170 )
Collateralized mortgage obligations:
Government sponsored enterprise issued 42,337 (593 ) 2,720 (40 ) 45,057 (633 )
Government sponsored enterprise bonds 2,478 (22 ) 0 0 2,478 (22 )
Municipal securities 2,876 (14 ) 0 0 2,876 (14 )
Other debt securities 0 0 8,800 (1,200 ) 8,800 (1,200 )
Total $ 53,957 $ (799 ) $ 11,520 $ (1,240 ) $ 65,477 $ (2,039 )

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

0

8,907

(1,093
)

8,907

(1,093
)
Total $ 6,969 $ (28 ) $ 8,907 $ (1,093 ) $ 15,876 $ (1,121 )

	*June 30, 2022*
	*Less than 12 months*					*12 months or longer*					*Total*
	*Fair*		*Unrealized*			*Fair*		*Unrealized*			*Fair*		*Unrealized*
	*value*		*loss*			*value*		*loss*			*value*		*loss*
	(In Thousands)
Mortgage-backed securities	$	11,391	$	(750	)	$	3,187	$	(638	)	$	14,578	$	(1,388	)
Collateralized mortgage obligations:
Government sponsored enterprise issued		112,824		(10,689	)		19,763		(3,925	)		132,587		(14,614	)
Private-label issued		6,886		(545	)		0		0			6,886		(545	)
Government sponsored enterprise bonds		2,300		(200	)		0		0			2,300		(200	)
Municipal securities		4,637		(1,065	)		0		0			4,637		(1,065	)
Other debt securities		2,379		(121	)		8,800		(1,200	)		11,179		(1,321	)
Total	$	140,417	$	(13,370	)	$	31,750	$	(5,763	)	$	172,167	$	(19,133	)

	*December 31, 2021*
	*Less than 12 months*					*12 months or longer*					*Total*
	*Fair*		*Unrealized*			*Fair*		*Unrealized*			*Fair*		*Unrealized*
	*value*		*loss*			*value*		*loss*			*value*		*loss*
	(In Thousands)
Mortgage-backed securities	$	4,042	$	(101	)	$	1,956	$	(86	)	$	5,998	$	(187	)
Collateralized mortgage obligations:
Government sponsored enterprise issued		66,254		(1,589	)		4,371		(155	)		70,625		(1,744	)
Government sponsored enterprise bonds		2,448		(52	)		0		0			2,448		(52	)
Municipal securities		1,471		(7	)		0		0			1,471		(7	)
Other debt securities		0		0			8,800		(1,200	)		8,800		(1,200	)
Total	$	74,215	$	(1,749	)	$	15,127	$	(1,441	)	$	89,342	$	(3,190	)

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

As of September 30, 2021, the Company held 1 municipal security that had previously been deemed to be other-than-temporarily impaired. The security was issued by a tax incremental district in a municipality located in Wisconsin. During the year ended December 31, 2012, the Company received audited financial statements with respect to the municipal issuer that called into question the ability of the ~~underlying taxing district that issued~~Company to hold the security for a period of time sufficient to ~~operate~~allow for any anticipated recovery in fair value. As of June 30, 2022 and December 31, 2021, 0 allowance for credit losses on securities was recognized. The Company does not consider its securities with unrealized losses to be attributable to credit-related factors, as the unrealized losses in each category have occurred as a ~~going concern. During the year ended December 31, 2012, the Company's analysis~~result of ~~this security resulted~~changes in ~~$77,000~~noncredit-related factors such as changes in interest rates, market spreads and market conditions subsequent to purchase, notcredit losses charged to earnings with respect to this municipal security. An additional $17,000 credit loss was charged to earnings during the year ended December 31, 2014 with respect to this security as a sale occurred at a discounted price. There have been no additional credit losses related to the security. As of September 30, 2021, this security had an amortized cost of $116,000 and total life-to-date impairment of $94,000.

~~As of September 30, 2021,~~deterioration. Furthermore, the Company ~~had 1 corporate debt security, included in other debt securities, and 1 government sponsored enterprise issued security which~~does not have ~~been in an unrealized loss position for twelve months or longer. The securities were determined not~~the intent to ~~be other-than-temporarily impaired as of September 30, 2021. The Company has determined that the decline in fair value~~sell any of these securities ~~are not attributable to credit deterioration,~~ and ~~as the Company does not intend to sell nor~~believes that it is it more likely than not that itwe will ~~be required~~not have to sell ~~these~~any such securities before a recovery of ~~the amortized cost basis, these securities are not considered other-than-temporarily impaired.~~

cost.

During the three ~~or nine~~ and six months ended ~~September~~June 30, ~~2021~~2022 and ~~September~~June 30, ~~2020,~~2021, there were 0 sales of securities.

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Note 3 - Loans Receivable

Loans receivable at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021 are summarized as follows:

September 30, 2021 December 31, 2020
(In Thousands)
Mortgage loans:
Residential real estate:
One- to four-family $ 331,570 $ 426,792
Multi-family 547,435 571,948
Home equity 12,024 14,820
Construction and land 69,076 77,080
Commercial real estate 241,929 238,375
Consumer 709 736
Commercial loans 24,091 45,386
Total $ 1,226,834 $ 1,375,137

	*June 30, 2022*		*December 31, 2021*
	(In Thousands)
Mortgage loans:
Residential real estate:
One- to four-family	$	312,657	$	300,523
Multi-family		597,304		537,956
Home equity		10,552		11,012
Construction and land		70,075		82,588
Commercial real estate		266,375		250,676
Consumer		740		732
Commercial loans		18,857		22,298
Total	$	1,276,560	$	1,205,785

The Company provides several types of loans to its customers, including residential, construction, commercial and consumer loans. Significant loan concentrations are considered to exist for a financial institution when there are amounts loaned to one borrower or to multiple borrowers engaged in similar activities that would cause them to be similarly impacted by economic or other conditions. While the Company's credit risks are geographically concentrated in the Milwaukee metropolitan area, there are no concentrations with individual or groups of related borrowers. While the real estate collateralizing these loans is primarily residential in nature, it ranges from owner-occupied single family homes to large apartment complexes.

Qualifying loans receivable totaling ~~$948.7~~$776.4 million and ~~$1.07 billion~~$886.7 million at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively, were pledged as collateral against ~~$475.0~~$275.0 million and ~~$499.0~~$475.0 million in outstanding Federal Home Loan Bank of Chicago ("FHLB") advances under a blanket security agreement at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020.~~

2021.

Certain of the Company's executive officers, directors, employees, and their related interests have loans with the Bank. Loans outstanding to such parties were approximately ~~$3.3~~$2.7 million as of ~~September~~June 30, ~~2021~~2022 and ~~$7.2~~$2.5 million as of December 31, ~~2020.~~2021. NaN of these loans were past due or considered impaired as of ~~September~~June 30, ~~2021~~2022 or December 31, ~~2020,~~2021, respectively.

As of September 30, 2021, there were 0 loans 90 or more days past due and still accruing interest. As of December 31, 2020, there was a $586,000 loan that was 90 or more days past due and still accruing interest. The Bank received full payoff of the loan subsequent to December 31, 2020.

An analysis of past due loans receivable as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021 follows:

As of September 30, 2021

1-59 Days Past Due⁽¹⁾

60-89 Days Past Due⁽²⁾
90 Days or Greater Total Past Due
Current⁽³⁾
Total Loans
(In Thousands)
Mortgage loans:
Residential real estate:
One- to four-family $ 1,152 $ 1,425 $ 3,221 $ 5,798 $ 325,772 $ 331,570
Multi-family 5,198 0 129 5,327 542,108 547,435
Home equity 79 0 28 107 11,917 12,024
Construction and land 0 0 0 0 69,076 69,076
Commercial real estate 0 0 0 0 241,929 241,929
Consumer 0 0 0 0 709 709
Commercial loans 0 0 0 0 24,091 24,091
Total $ 6,429 $ 1,425 $ 3,378 $ 11,232 $ 1,215,602 $ 1,226,834

	*As of June 30, 2022*
	*1-59 Days Past Due (1)*		*60-89 Days Past Due (2)*		*90 Days or Greater*		*Total Past Due*		*Current (3)*		*Total Loans*
	(In Thousands)
Mortgage loans:
Residential real estate:
One- to four-family	$	1,269	$	170	$	6,165	$	7,604	$	305,053	$	312,657
Multi-family		0		0		0		0		597,304		597,304
Home equity		0		0		68		68		10,484		10,552
Construction and land		0		0		0		0		70,075		70,075
Commercial real estate		0		0		0		0		266,375		266,375
Consumer		0		0		0		0		740		740
Commercial loans		0		0		0		0		18,857		18,857
Total	$	1,269	$	170	$	6,233	$	7,672	$	1,268,888	$	1,276,560

Table of Contents

As of December 31, 2020

1-59 Days Past Due⁽¹⁾

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

	*As of December 31, 2021*
	*1-59 Days Past Due (1)*		*60-89 Days Past Due (2)*		*90 Days or Greater*		*Total Past Due*		*Current (3)*		*Total Loans*
	(In Thousands)
Mortgage loans:
Residential real estate:
One- to four-family	$	622	$	2,028	$	4,214	$	6,864	$	293,659	$	300,523
Multi-family		0		0		128		128		537,828		537,956
Home equity		14		23		26		63		10,949		11,012
Construction and land		0		0		0		0		82,588		82,588
Commercial real estate		0		0		0		0		250,676		250,676
Consumer		0		0		0		0		732		732
Commercial loans		7		0		0		7		22,291		22,298
Total	$	643	$	2,051	$	4,368	$	7,062	$	1,198,723	$	1,205,785

^{(1) (1)}Includes $0$49,000 and ~~$611,000~~$43,000 at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively, which are on non-accrual status.

^{(2) (2)}Includes $0$ - and $0$347,000 at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively, which are on non-accrual status.

^{(3) (3)}Includes ~~$594,000~~$ 1.2 million and ~~$1.6 million~~$816,000 at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively, which are on non-accrual status.

~~A summary of~~

The following tables present the activity in the allowance for credit losses by portfolio segment for the ~~nine~~three and six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~the activity in the allowance for loan losses ~~follows:~~by portfolio segment for the three and six months ended June 30, 2021:

	*One- to Four-Family*			*Multi-Family*		*Home Equity*			*Land and Construction*			*Commercial Real Estate*			*Consumer*			*Commercial*			*Total*
	(In Thousands)
*Six months ended June 30, 2022*
Balance at beginning of period	$	3,963		$	5,398	$	89		$	1,386		$	4,482		$	33		$	427		$	15,778
Adoption		88			100		58			886			(640	)		7			(69	)		430
Provision (credit) for credit losses - loans		600			1,167		6			(584	)		(694	)		7			(162	)		340
Charge-offs		(65	)		0		0			0			0			(5	)		0			(70	)
Recoveries		43			726		10			2			12			0			0			793
Balance at end of period	$	4,629		$	7,391	$	163		$	1,690		$	3,160		$	42		$	196		$	17,271

*Six months ended June 30, 2021*
Balance at beginning of period	$	5,459		$	5,600	$	194		$	1,755		$	5,138		$	35		$	642		$	18,823
Provision (credit) for loan losses		(1,745	)		393		(46	)		(487	)		44			(1	)		22		$	(1,820	)
Charge-offs		(39	)		0		0			0			0			0			0		$	(39	)
Recoveries		350			35		8			51			2			0			0		$	446
Balance at end of period	$	4,025		$	6,028	$	156		$	1,319		$	5,184		$	34		$	664		$	17,410

	*One to-Four- Family*			*Multi-Family*			*Home Equity*			*Construction and Land*			*Commercial Real Estate*			*Consumer*			*Commercial*			*Total*
	(In Thousands)
Three months ended June 30, 2022
Balance at beginning of period	$	4,415		$	6,562		$	185		$	1,831		$	3,631		$	41		$	240		$	16,905
Provision (credit) for credit losses - loans		264			675			(27	)		(142	)		(472	)		5			(44	)		259
Charge-offs		(65	)		0			0			0			0			(4	)		0			(69	)
Recoveries		15			154			5			1			1			0			0			176
Balance at end of period	$	4,629		$	7,391		$	163		$	1,690		$	3,160		$	42		$	196		$	17,271

Three months ended June 30, 2021
Balance at beginning of period	$	4,596		$	6,044		$	183		$	1,251		$	5,017		$	33		$	658		$	17,782
Provision for loan losses		(883	)		(28	)		(31	)		18			167			1			6			(750	)
Charge-offs		(25	)		0			0			0			0			0			0			(25	)
Recoveries		337			12			4			50			0			0			0			403
Balance at end of period	$	4,025		$	6,028		$	156		$	1,319		$	5,184		$	34		$	664		$	17,410

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One- to
Four- Family
Multi-Family Home Equity Construction and Land Commercial Real Estate Consumer Commercial Total
(In Thousands)
Nine months ended September 30, 2021
Balance at beginning of period $ 5,459 $ 5,600 $ 194 $ 1,755 $ 5,138 $ 35 $ 642 $ 18,823
Provision (credit) for loan losses (1,952 ) 700 (105 ) (511 ) (446 ) 9 (215 ) (2,520 )
Charge-offs (105 ) 0 0 (13 ) (10 ) (10 ) 0 (138 )
Recoveries 522 36 12 52 3 0 0 625
Balance at end of period $ 3,924 $ 6,336 $ 101 $ 1,283 $ 4,685 $ 34 $ 427 $ 16,790

Nine months ended September 30, 2020
Balance at beginning of period $ 4,907 $ 4,138 $ 201 $ 610 $ 2,145 $ 14 $ 372 $ 12,387
Provision (credit) for loan losses 854 1,703 (6 ) 1,004 2,300 33 422 6,310
Charge-offs (9 ) (5 ) (13 ) 0 0 (10 ) 0 (37 )
Recoveries 132 17 22 2 11 0 0 184
Balance at end of period $ 5,884 $ 5,853 $ 204 $ 1,616 $ 4,456 $ 37 $ 794 $ 18,844

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

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

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

Additionally, the weighted average remaining maturity ("WARM") method is used for the ~~three months ended September 30, 2021~~Construction and ~~2020 in~~Consumer loan pools. The WARM method considers an estimate of expected credit losses over the remaining life of the financial assets and uses average annual charge-off rates to estimate the allowance for ~~loan losses follows:~~

One- to
Four- Family
Multi-Family Home Equity Construction and Land Commercial Real Estate Consumer Commercial Total
(In Thousands)
Three months ended September 30, 2021
Balance at beginning of period $ 4,025 $ 6,028 $ 156 $ 1,319 $ 5,184 $ 34 $ 664 $ 17,410
Provision (credit) for loan losses (207 ) 307 (59 ) (24 ) (490 ) 10 (237 ) (700 )
Charge-offs (66 ) 0 0 (13 ) (10 ) (10 ) 0 (99 )
Recoveries 172 1 4 1 1 0 0 179
Balance at end of period $ 3,924 $ 6,336 $ 101 $ 1,283 $ 4,685 $ 34 $ 427 $ 16,790

Three months ended September 30, 2020
Balance at beginning of period $ 5,715 $ 5,870 $ 218 $ 1,153 $ 4,124 $ 38 $ 616 $ 17,734
Provision for loan losses 100 (25 ) (18 ) 462 328 0 178 1,025
Charge-offs (2 ) 0 0 0 0 (1 ) 0 (3 )
Recoveries 71 8 4 1 4 0 0 88
Balance at end of period $ 5,884 $ 5,853 $ 204 $ 1,616 $ 4,456 $ 37 $ 794 $ 18,844

~~A summary~~credit losses. For amortizing assets, the remaining contractual life is adjusted by the expected scheduled payments and prepayments. The average annual charge-off rate is applied to the amortization-adjusted remaining life to determine the unadjusted lifetime historical charge-off rate.

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

Table of Contents

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

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

Allowance for Credit Losses-Unfunded Commitments:

In addition to the ACL-Loans, the Company has established an ACL-Unfunded commitments, classified in other liabilities on the consolidated statements of financial condition. This reserve is maintained at a level that management believes is sufficient to absorb losses arising from unfunded loan commitments, and is determined quarterly based on methodology similar to the methodology for determining the ACL-Loans. The allowance for ~~loan~~unfunded commitments at June 30, 2022 was $1.0 million.

Provision for Credit Losses:

The provision for credit losses is determined by the Company as the amount to be added to the ACL loss accounts for various types of financial instruments including loans, ~~evaluated individually~~investment securities, and ~~collectively for impairment by collateral class as of September 30, 2021 follows:~~

One- to
Four- Family

Multi-
Family

Home
Equity

Construction
and Land

Commercial
Real Estate
Consumer Commercial Total
(In Thousands)
Allowance related to loans individually evaluated for impairment $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Allowance related to loans collectively evaluated for impairment 3,924 6,336 101 1,283 4,685 34 427 16,790
Balance at end of period $ 3,924 $ 6,336 $ 101 $ 1,283 $ 4,685 $ 34 $ 427 $ 16,790

Loans individually evaluated for impairment $ 4,949 $ 129 $ 46 $ 0 $ 1,222 $ 0 $ 1,097 $ 7,443
Loans collectively evaluated for impairment 326,621 547,306 11,978 69,076 240,707 709 22,994 1,219,391
Total gross loans $ 331,570 $ 547,435 $ 12,024 $ 69,076 $ 241,929 $ 709 $ 24,091 $ 1,226,834

~~A summary~~off-balance sheet credit exposures after net charge-offs have been deducted to bring the ACL to a level that, in management's judgment, is necessary to absorb expected credit losses over the lives of the ~~allowance~~respective financial instruments. See Note 2 - Securities Available for ~~loan loss~~Sale for ~~loans evaluated individually and collectively for impairment by collateral class as of December 31, 2020 follows:~~

One- to
Four-Family

Multi-
Family

Home
Equity

Construction
and Land

Commercial
Real Estate
Consumer Commercial Total
(In Thousands)
Allowance related to loans individually evaluated for impairment $ 23 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 23
Allowance related to loans collectively evaluated for impairment 5,436 5,600 194 1,755 5,138 35 642 18,800
Balance at end of period $ 5,459 $ 5,600 $ 194 $ 1,755 $ 5,138 $ 35 $ 642 $ 18,823

Loans individually evaluated for impairment $ 7,805 $ 341 $ 63 $ 43 $ 7,248 $ 0 $ 1,097 $ 16,597
Loans collectively evaluated for impairment 418,987 571,607 14,757 77,037 231,127 736 44,289 1,358,540
Total gross loans $ 426,792 $ 571,948 $ 14,820 $ 77,080 $ 238,375 $ 736 $ 45,386 $ 1,375,137

additional information regarding the ACL related to investment securities. The following table presents ~~information relating to~~ the ~~Company’s internal risk ratings of its loans receivable as of September 30, 2021 and December 31, 2020:~~

One
to Four- Family
Multi-Family
Home
Equity

Construction
and Land

Commercial
Real Estate
Consumer Commercial Total
(In Thousands)
At September 30, 2021

Substandard $ 5,123 $ 129 $ 46 $ 0 $ 6,863 $ 0 $ 1,097 $ 13,258
Watch 9,550 266 15 4,231 5,937 0 3,254 23,253
Pass 316,897 547,040 11,963 64,845 229,129 709 19,740 1,190,323
$ 331,570 $ 547,435 $ 12,024 $ 69,076 $ 241,929 $ 709 $ 24,091 $ 1,226,834

At December 31, 2020

Substandard $ 7,804 $ 341 $ 248 $ 43 $ 6,026 $ 0 $ 710 $ 15,172
Watch 7,667 275 15 4,282 6,714 0 4,101 23,054
Pass 411,321 571,332 14,557 72,755 225,635 736 40,575 1,336,911
$ 426,792 $ 571,948 $ 14,820 $ 77,080 $ 238,375 $ 736 $ 45,386 $ 1,375,137

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

	*Three months ended*						*Six months ended*
	*June 30, 2022*			*June 30, 2021*			*June 30, 2022*			*June 30, 2021*
	(In Thousands)
Provision for credit losses on:
Loans	$	259		$	(750	)	$	340		$	(1,820	)
Unfunded commitments		(211	)		0			(368	)		0
Investment securities		0			0			0			0
Total	$	48		$	(750	)	$	(28	)	$	(1,820	)

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

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

Table of ~~an impaired loan.~~Contents

The following tables present collateral dependent loans by portfolio segment and collateral type as of June 30, 2022:

	*One- to Four- Family*		*Multi-Family*		*Home Equity*		*Construction and Land*		*Commercial Real Estate*		*Consumer*		*Commercial*		*Total*
	(In Thousands)
Allowance related to collateral dependent loans	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Allowance related to pooled loans		4,629		7,391		163		1,690		3,160		42		196		17,271
Allowance at end of period	$	4,629	$	7,391	$	163	$	1,690	$	3,160	$	42	$	196	$	17,271

Collateral dependent loans	$	5,870	$	0	$	45	$	0	$	5,530	$	0	$	0	$	11,445
Pooled loans		306,787		597,304		10,507		70,075		260,845		740		18,857		1,265,115
Total gross loans	$	312,657	$	597,304	$	10,552	$	70,075	$	266,375	$	740	$	18,857	$	1,276,560

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

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

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

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

	*One- to Four- Family*		*Multi-Family*		*Home Equity*		*Construction and Land*		*Commercial Real Estate*		*Consumer*		*Commercial*		*Total*
	(In Thousands)
Allowance related to loans individually evaluated for impairment	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Allowance related to loans collectively evaluated for impairment		3,963		5,398		89		1,386		4,482		33		427		15,778
Balance at end of period	$	3,963	$	5,398	$	89	$	1,386	$	4,482	$	33	$	427	$	15,778

Loans individually evaluated for impairment	$	5,420	$	128	$	26	$	0	$	1,222	$	0	$	1,097	$	7,893
Loans collectively evaluated for impairment		295,103		537,828		10,986		82,588		249,454		732		21,201		1,197,892
Total gross loans	$	300,523	$	537,956	$	11,012	$	82,588	$	250,676	$	732	$	22,298	$	1,205,785

1617

Table of Contents

Credit Quality Indicators

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

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

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

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

The following table presents information relating to the Company’s internal risk ratings of its loans receivable as of June 30, 2022 and December 31, 2021:

	*One to Four-Family*		*Multi-Family*		*Home Equity*		*Construction and Land*		*Commercial Real Estate*		*Consumer*		*Commercial*		*Total*
	(In Thousands)
At June 30, 2022
Substandard	$	7,466	$	0	$	89	$	0	$	5,530	$	0	$	0	$	13,085
Watch		7,912		0		0		2,268		5,286		0		3,604		19,070
Pass		297,279		597,304		10,463		67,807		255,559		740		15,253		1,244,405
	$	312,657	$	597,304	$	10,552	$	70,075	$	266,375	$	740	$	18,857	$	1,276,560

At December 31, 2021
Substandard	$	5,420	$	128	$	26	$	0	$	6,827	$	0	$	1,097	$	13,498
Watch		7,937		0		37		4,212		5,870		0		3,194		21,250
Pass		287,166		537,828		10,949		78,376		237,979		732		18,007		1,171,037
	$	300,523	$	537,956	$	11,012	$	82,588	$	250,676	$	732	$	22,298	$	1,205,785

Table of Contents

The following tables present data on impaired loans at ~~September 30, 2021 and~~ December 31, ~~2020.~~

As of September 30, 2021

Recorded
Investment

Unpaid
Principal
Reserve
Cumulative
Charge-Offs

(In Thousands)
Total Impaired with Reserve
One- to four-family $ 0 $ 0 $ 0 $ 0
Multi-family 0 0 0 0
Home equity 0 0 0 0
Construction and land 0 0 0 0
Commercial real estate 0 0 0 0
Consumer 0 0 0 0
Commercial 0 0 0 0
0 0 0 0
Total Impaired with no Reserve
One- to four-family 4,949 5,391 0 442
Multi-family 129 129 0 0
Home equity 46 46 0 0
Construction and land 0 0 0 0
Commercial real estate 1,222 1,222 0 0
Consumer 0 0 0 0
Commercial 1,097 1,097 0 0
7,443 7,885 0 442
Total Impaired
One- to four-family 4,949 5,391 0 442
Multi-family 129 129 0 0
Home equity 46 46 0 0
Construction and land 0 0 0 0
Commercial real estate 1,222 1,222 0 0
Consumer 0 0 0 0
Commercial 1,097 1,097 0 0
$ 7,443 $ 7,885 $ 0 $ 442

As of December 31, 2020

Recorded
Investment

Unpaid
Principal
Reserve
Cumulative
Charge-Offs

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

2021.

	*As of December 31, 2021*
	*Recorded*		*Unpaid*				*Cumulative*
	*Investment*		*Principal*		*Reserve*		*Charge-Offs*
	(In Thousands)
Total Impaired with Reserve
One- to four-family	$	0	$	0	$	0	$	0
Multi-family		0		0		0		0
Home equity		0		0		0		0
Construction and land		0		0		0		0
Commercial real estate		0		0		0		0
Consumer		0		0		0		0
Commercial		0		0		0		0
		-		-		-		-
Total Impaired with no Reserve
One- to four-family		5,420		5,450		-		30
Multi-family		128		128		-		0
Home equity		26		26		-		0
Construction and land		0		0		-		0
Commercial real estate		1,222		1,222		-		0
Consumer		0		0		-		0
Commercial		1,097		1,097		-		0
		7,893		7,923		-		30
Total Impaired
One- to four-family		5,420		5,450		0		30
Multi-family		128		128		0		0
Home equity		26		26		0		0
Construction and land		0		0		0		0
Commercial real estate		1,222		1,222		0		0
Consumer		0		0		0		0
Commercial		1,097		1,097		0		0
	$	7,893	$	7,923	$	0	$	30

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

1819

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The following tables present data on impaired loans for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2021.

	*2021*
	*Average*
	*Recorded*		*Interest*
	*Investment*		*Paid*
	(In Thousands)
Total Impaired with Reserve
One- to four-family	$	0	$	0
Multi-family		0		0
Home equity		0		0
Construction and land		0		0
Commercial real estate		0		0
Consumer		0		0
Commercial		0		0
		-		-
Total Impaired with no Reserve
One- to four-family		5,109		105
Multi-family		315		1
Home equity		79		2
Construction and land		43		0
Commercial real estate		1,251		28
Consumer		0		0
Commercial		1,097		25
		7,894		161
Total Impaired
One- to four-family		5,109		105
Multi-family		315		1
Home equity		79		2
Construction and land		43		0
Commercial real estate		1,251		28
Consumer		0		0
Commercial		1,097		25
	$	7,894	$	161

Table of Contents

Credit Quality Information:

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

Nine months ended September 30,
2021 2020

Average
Recorded
Investment

Interest
Paid

Average
Recorded
Investment

Interest
Paid

(In Thousands)
Total Impaired with Reserve
One- to four-family $ 0 $ 0 $ 214 $ 12
Multi-family 0 0 0 0
Home equity 0 0 0 0
Construction and land 0 0 0 0
Commercial real estate 0 0 0 0
Consumer 0 0 0 0
Commercial 0 0 0 0
0 0 214 12
Total Impaired with no Reserve
One- to four-family 5,000 146 7,986 353
Multi-family 129 2 643 61
Home equity 49 2 78 3
Construction and land 0 0 0 0
Commercial real estate 1,222 42 6,059 208
Consumer 0 0 0 0
Commercial 1,097 38 0 0
7,497 230 14,766 625
Total Impaired
One- to four-family 5,000 146 8,200 365
Multi-family 129 2 643 61
Home equity 49 2 78 3
Construction and land 0 0 0 0
Commercial real estate 1,222 42 6,059 208
Consumer 0 0 0 0
Commercial 1,097 38 0 0
$ 7,497 $ 230 $ 14,980 $ 637

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

The determination as to whether an allowance is required with respect to impaired loans is based upon an analysis of the value of the underlying collateral and/or the borrower’s intent and ability to make all principal and interest payments in accordance with contractual terms. The evaluation process is subject to the use of significant estimates and actual results could differ from estimates. This analysis is primarily based upon third party appraisals and/or a discounted cash flow analysis. In those cases in which no allowance has been provided for an impaired loan, the Company has determined that the estimated value of the underlying collateral exceeds the remaining outstanding balance of the loan. Of the total $7.4 million of impaired loansorigination as of ~~September~~June 30, 2021 for which no allowance has been provided, $442,000 in net charge-offs have been recorded to reduce the unpaid principal balance to an amount that is commensurate with the loans’ net realizable value, using the estimated fair value2022.

	*2022*		*2021*		*2020*		*2019*		*2018*		*Prior*		*Revolving*		*Total*
		(In Thousands)
1-4 Family
Pass	$	58,540	$	41,404	$	49,862	$	28,043	$	26,593	$	89,955	$	2,882	$	297,279
Watch		7,730		0		0		0		0		182		0		7,912
Substandard		450		2,180		679		1,918		0		2,239		0		7,466
Total		66,720		43,584		50,541		29,961		26,593		92,376		2,882		312,657

Multi-family
Pass		156,501		147,138		144,810		48,090		22,999		77,205		561		597,304
Watch		0		0		0		0		0		0		0		0
Substandard		0		0		0		0		0		0		0		0
Total		156,501		147,138		144,810		48,090		22,999		77,205		561		597,304

Home equity
Pass		128		207		1,005		132		179		115		8,697		10,463
Watch		0		0		0		0		0		0		0		0
Substandard		46		0		0		0		0		9		34		89
Total		174		207		1,005		132		179		124		8,731		10,552

Construction and land
Pass		1,729		46,464		14,307		5,028		124		155		0		67,807
Watch		0		0		0		2,268		0		0		0		2,268
Substandard		0		0		0		0		0		0		0		0
Total		1,729		46,464		14,307		7,296		124		155		0		70,075

Commercial Real Estate
Pass		57,932		56,303		40,292		38,678		22,340		39,142		872		255,559
Watch		1,250		194		0		2,278		1,296		268		0		5,286
Substandard		0		0		0		0		5,530		0		0		5,530
Total		59,182		56,497		40,292		40,956		29,166		39,410		872		266,375

Consumer
Pass		46		0		0		0		0		0		694		740
Watch		0		0		0		0		0		0		0		0
Substandard		0		0		0		0		0		0		0		0
Total		46		0		0		0		0		0		694		740

Commercial
Pass		1,515		1,435		1,407		484		993		5,869		3,550		15,253
Watch		1,470		0		2,028		0		0		106		0		3,604
Substandard		0		0		0		0		0		0		0		0
Total		2,985		1,435		3,435		484		993		5,975		3,550		18,857

Total Loans	$	287,337	$	295,325	$	254,390	$	126,919	$	80,054	$	215,245	$	17,290	$	1,276,560

Table of the underlying collateral. To the extent that further deterioration in property values continues, the Company may have to reevaluate the sufficiency of the collateral servicing these impaired loans which may result in additional provisions to the allowance for loans losses or charge-offs.Contents

At September 30, 2021, total impaired loans included $5.2 million of troubled debt restructurings. Troubled debt restructurings involve granting concessions to a borrower experiencing financial difficulty by modifying the terms of the loan in an effort to avoid foreclosure. The vast majority of debt restructurings include a modification of terms to allow for an interest only payment and/or reduction in interest rate. The restructured terms are typically in place for ~~six~~ ~~to twelve months. At December 31, 2020, total impaired loans included $11.6 million of troubled debt restructurings.~~

The following presents data on troubled debt restructurings:

As of September 30, 2021
Accruing Non-accruing Total
Amount Number Amount Number Amount Number
(Dollars in Thousands)

One- to four-family $ 1,153 1 $ 1,695 5 $ 2,848 6
Commercial real estate 1,222 1 0 0 1,222 1
Commercial 1,097 1 0 0 1,097 1
$ 3,472 3 $ 1,695 5 $ 5,167 8

As of December 31, 2020
Accruing Non-accruing Total
Amount Number Amount Number Amount Number
(Dollars in Thousands)

One- to four-family $ 2,733 2 $ 532 3 $ 3,265 5
Commercial real estate 7,207 3 0 0 7,207 3
Commercial 1,097 1 0 0 1,097 1
$ 11,037 6 $ 532 3 $ 11,569 9

At September 30, 2021, $5.2 million in loans had been modified in troubled debt restructurings and $1.7 million of these loans were included in the non-accrual loan total. The remaining $3.5 million, while meeting the internal requirements for modification in a troubled debt restructuring, were current with respect to payments under their original loan terms at the time of the restructuring and, therefore, continued to be included with accruing loans. Provided these loans perform in accordance with the modified terms, they will continue to be accounted for on an accrual basis.

All loans that have been modified in a troubled debt restructuring are considered to be impaired. As such, an analysis has been performed with respect to all of these loans to determine the need for a valuation reserve. When a loan is expected to perform in accordance with the restructured terms and ultimately return to and perform under contract terms, a valuation allowance is established for an amount equal to the excess of the present value of the expected future cash flows under the original contract terms as compared with the modified terms, including an estimated default rate. When there is doubt as to the borrower’s ability to perform under the restructured terms or ultimately return to and perform under market terms, a valuation allowance is established equal to the impairment when the carrying amount exceeds fair value of the underlying collateral. As a result of the impairment analysis, 0 valuation allowance was recorded as of September 30, 2021 with respect to the $5.2 million in troubled debt restructurings. As of December 31, 2020, 0 valuation allowance had been established with respect to the $11.6 million in troubled debt restructurings.

	As of June 30, 2022
	Accruing				Non-accruing				Total
	Amount		Number		Amount		Number		Amount		Number
	(Dollars in Thousands)

One- to four-family	$	0		0	$	2,045		7	$	2,045		7
	$	0		0	$	2,045		7	$	2,045		7

	*As of December 31, 2021*
	*Accruing*				*Non-accruing*				*Total*
	*Amount*		*Number*		*Amount*		*Number*		*Amount*		*Number*
	(Dollars in Thousands)

One- to four-family	$	0		0	$	1,670		5	$	1,670		5
Commercial real estate		1,222		1		0		0		1,222		1
Commercial		1,097		1		0		0		1,097		1
	$	2,319		2	$	1,670		5	$	3,989		7

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

2022

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The following presents troubled debt restructurings by concession type:

As of September 30, 2021

Performing in
accordance with
modified terms
In Default Total
Amount Number Amount Number Amount Number
(Dollars in Thousands)
Interest reduction and principal forbearance $ 1,541 3 $ 0 0 $ 1,541 3
Interest reduction 25 1 0 0 25 1
Principal forbearance 3,601 4 0 0 3,601 4
$ 5,167 8 $ 0 0 $ 5,167 8

As of December 31, 2020

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

	*As of June 30, 2022*
	*Performing in accordance with modified terms*				*In Default*				*Total*
	*Amount*		*Number*		*Amount*		*Number*		*Amount*		*Number*
	(Dollars in Thousands)
Interest reduction and principal forbearance	$	1,000		4	$	345		1	$	1,345		5
Interest reduction		21		1		0		0		21		1
Principal forbearance		679		1		0		0		679		1
	$	1,700		6	$	345		1	$	2,045		7

	*As of December 31, 2021*
	*Performing in accordance with modified terms*				*In Default*				*Total*
	*Amount*		*Number*		*Amount*		*Number*		*Amount*		*Number*
	(Dollars in Thousands)
Interest reduction and principal forbearance	$	388		2	$	0		0	$	388		2
Interest reduction		24		1		0		0		24		1
Principal forbearance		3,577		4		0		0		3,577		4
	$	3,989		7	$	0		0	$	3,989		7

There were ~~3 one-~~2 one- to ~~four-family~~four-family loans modified as troubled debt restructurings with a total balance of ~~$1.3 million~~$424,000 during the ~~nine~~six months ended ~~September~~June 30, 2022. There was 1 one- to four-family loan modified as a troubled debt restructuring with a balance of $575,000 during the six months ended June 30, 2021. There were 20 loans modified as troubled debt restructurings ~~with a total loan balance of $754,000~~ during the three months ended ~~September~~June 30, ~~2021. There was 1 loan modified as troubled debt restructurings with a total balance of $5.7 million during the three~~ 2022 and ~~nine months ended September~~June 30, ~~2020.~~

2021, respectively.

There were 0 troubled debt ~~restructurings~~restructuring within the past twelve months for which there was a default during the three or ~~nine~~six months ended ~~September~~June 30, ~~2021 or September~~2022 and June 30, ~~2020.~~

The provisions of the CARES Act included an election to not apply the guidance on accounting for troubled debt restructurings to loan modifications, such as extensions or deferrals, related to COVID-19 made between March 1, 2020 and the earlier of (i) January 1, 2022 or (ii) 60 days after the end of the COVID-19 national emergency. The relief can only be applied to modifications for borrowers that were not more than 30 days past due as of December 31, 2019. The Company elected to adopt these provisions of the CARES Act. At September 30, 2021 ~~the Company had approximately $559,000~~ ~~in outstanding loans subject to principal deferral agreements which were not classified as troubled debt restructurings.~~

The following table presents data on non-accrual loans as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020:~~

September 30, 2021 December 31, 2020
(Dollars in Thousands)
Non-accrual loans:
Residential real estate:
One- to four-family $ 3,797 $ 5,072
Multi-family 129 341
Home equity 46 63
Construction and land 0 43
Commercial real estate 0 41
Commercial 0 0
Consumer 0 0
Total non-accrual loans $ 3,972 $ 5,560
Total non-accrual loans to total loans receivable 0.32 % 0.40 %
Total non-accrual loans to total assets 0.18 % 0.25 %

~~Note 4— Real Estate Owned~~

~~Real estate owned is summarized as follows:~~

September 30, 2021 December 31, 2020
(In Thousands)

One- to four-family $ 0 $ 0
Multi-family 0 0
Construction and land 148 322
Commercial real estate 0 0
Total real estate owned $ 148 $ 322

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

Nine months ended September 30,
2021 2020
(In Thousands)
Real estate owned at beginning of the period $ 322 $ 748
Transferred from loans receivable 0 369
Sales (net of gains / losses) (172 ) (345 )
Write downs 0 0
Other (2 ) 0
Real estate owned at the end of the period $ 148 $ 772

2021:

	*June 30, 2022*			*December 31, 2021*
	(Dollars in Thousands)
Non-accrual loans:
Residential
One- to four-family	$	7,404		$	5,420
Multi-family		0			128
Home equity		89			26
Construction and land		0			0
Commercial real estate		0			0
Commercial		0			0
Consumer		0			0
Total non-accrual loans	$	7,493		$	5,574
Total non-accrual loans to total loans receivable		0.59	%		0.46	%
Total non-accrual loans to total assets		0.39	%		0.25	%

Residential ~~one-~~one- to ~~four-family~~four-family mortgage loans that were in the process of foreclosure were ~~$1.5~~$2.2 million and $1.4 million at ~~September~~June 30, ~~2021~~2022 and ~~$1.7 million at~~ December 31, ~~2020.~~2021, respectively.

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Note 5—4— Mortgage Servicing Rights

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

Nine months ended September 30,
2021 2020
(In Thousands)
Mortgage servicing rights at beginning of the period $ 5,977 $ 282
Additions 5,301 8,936
Amortization (1,701 ) (754 )
Sales (net of gains/losses) (8,416 ) 0
Mortgage servicing rights at end of the period 1,161 8,464
Valuation allowance during the period 0 (42 )
Mortgage servicing rights at end of the period, net $ 1,161 $ 8,422

	*Six months ended June 30,*
	*2022*			*2021*
	(In Thousands)
Mortgage servicing rights at beginning of the period	$	1,555		$	5,977
Additions		1,521			4,664
Amortization		(248	)		(1,400	)
Sales		0			0
Mortgage servicing rights at end of the period		2,828			9,241
Valuation allowance recovered during the period		7			2
Mortgage servicing rights at end of the period, net	$	2,835		$	9,243

During the ~~nine~~six months ended ~~September~~June 30, ~~2021, $3.21~~2022, $1.45 billion in residential loans were originated for sale on a consolidated basis. During the same period, sales of loans held for sale totaled ~~$3.44~~$1.59 billion, generating mortgage banking income of ~~$150.6~~$29.4 million. The unpaid principal balance of loans serviced for others was ~~$160.8~~$345.8 million and ~~$871.8~~$204.8 million at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively. These loans are not reflected in the consolidated statements of financial condition.

The fair value of mortgage servicing rights were ~~$1.3~~$4.0 million at ~~September~~June 30, ~~2021~~2022 and ~~$9.9~~$1.8 million at ~~September 30, 2020.~~

December 31, 2021.

During the three and ~~nine~~six months ended ~~September~~June 30, ~~2021, the Company sold mortgage servicing rights related to $1.24 billion in loans receivable~~2022 and ~~with a book value of $9.3 million for $12.4 million resulting in a gain on sale of $4.0 million. During the three and nine months ended September~~June 30, ~~2020,~~2021 the Company did not sell any mortgage servicing rights.

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

	(In Thousands)
Estimate for the annual period ended December 31:
2022	$	239
2023		472
2024		387
2025		356
2026		315
Thereafter		1,066
Total	$	2,835

Table of Contents

(In Thousands)
Estimate for the period ended December 31:
2021 $ 48
2022 202
2023 157
2024 146
2025 129
Thereafter 479
Total $ 1,161

Table of Contents

Note 6—5— Deposits

At ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020, time~~2021, the aggregate balance of uninsured deposits ~~with aggregate balances greater than $250,000 amounted to $108.0~~of $250,000 or more was $332.4 million and ~~$102.6~~$314.2 million, respectively.

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

A summary of the contractual maturities of time deposits at ~~September~~June 30, ~~2021~~2022 is as follows:

	(In Thousands)

Within one year	$	494,649
More than one to two years		85,523
More than two to three years		6,246
More than three to four years		894
More than four through five years		686
	$	587,998

Certain directors and executive officers, including their immediate families and companies in which they are principal owners, are depositors of the Corporation. Such deposits amounted to $23.6 million and $27.4 million at June 30, 2022 and December 31, 2021, respectively.

(In Thousands)

Within one year $ 576,578
More than one to two years 75,668
More than two to three years 3,570
More than three to four years 1,214
More than four through five years 737
$ 657,767

Note 7—6— Borrowings

Borrowings consist of the following:

September 30, 2021 December 31, 2020
Balance Weighted Average Rate Balance Weighted Average Rate
(Dollars in Thousands)
Short term:
Repurchase agreement $ 0 0.00 % $ 9,074 3.25 %
Federal Home Loan Bank, Chicago 5,000 0.00 % 29,000 0.22 %

Long term:
Federal Home Loan Bank, Chicago advances maturing:
2027 50,000 1.73 % 50,000 1.73 %
2028 255,000 2.37 % 255,000 2.37 %
2029 165,000 1.61 % 165,000 1.61 %
$ 475,000 2.01 % $ 508,074 1.95 %

	*June 30, 2022*					*December 31, 2021*
			*Weighted*					*Weighted*
			*Average*					*Average*
	*Balance*		*Rate*			*Balance*		*Rate*
	(Dollars in Thousands)
Short term:
Repurchase agreements	$	6,100		4.54	%	$	2,127		3.00	%
Federal Home Loan Bank, Chicago advances		0		0.00	%		5,000		0.00	%

Long term:
Federal Home Loan Bank, Chicago advances maturing:
2027		50,000		1.73	%		50,000		1.73	%
2028		100,000		2.46	%		255,000		2.37	%
2029		125,000		1.80	%		165,000		1.61	%
	$	281,100		2.08	%	$	477,127		2.02	%

The short-term repurchase agreement represents the outstanding portion of a total $75.0 million commitment with one unrelated bank as of June 30, 2022. The short-term repurchase agreement is utilized by Waterstone Mortgage Corporation to finance loans originated for ~~sale when necessary. Waterstone Mortgage Corporation has 0 commitments outstanding as of September 30, 2021. The short-term repurchase agreement had a $9.1 million balance at December 31, 2020.~~sale. This agreement ~~was~~is secured by the underlying loans being financed. Related interest rates ~~were~~are based upon the note rate associated with the loans being financed.

The short-term repurchase agreement had a $6.1 million balance at June 30, 2022 and a $2.1 million balance at December 31, 2021.

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

~~The FHLB short-term advance consists of 1 $5.0 million advance with a fixed rate of 0.00% and a maturity date of May 9, 2022.~~

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

2325

Table of Contents

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

The ~~$165.0~~$125.0 million in advances due in 2029 consists of 1one $50.0 million advance with a fixed rate of 1.98% with a FHLB quarterly call option ~~in May 2022, 1~~currently available, one $50.0 million advance with a fixed rate of 1.75% with a FHLB quarterly call option ~~beginning in August 2021, 1~~currently available, and one $25.0 million advance with a fixed rate of 1.52% with a FHLB quarterly call option currently ~~available, and 1 advance of $40.0 million with a fixed rate of 1.02% and with a FHLB quarterly call option currently~~ available.

The Company selects loans that meet underwriting criteria established by the FHLB as collateral for outstanding advances. The Company’s borrowings from the FHLB are limited to 80% of the carrying value of unencumbered ~~one-~~one- to ~~four-family~~four-family mortgage loans, 75% of the carrying value of multi-family loans and 64% of the carrying value of home equity loans. In addition, these advances were collateralized by FHLB stock of $16.3 million at June 30, 2022 and $24.4 million at ~~September 30, 2021 and $26.7 million at~~ December 31, ~~2020,~~2021, respectively. In the event of prepayment, the Company is obligated to pay all remaining contractual interest on the advance.

Note 8 7– Regulatory Capital

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

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

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

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

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

As of ~~September~~June 30, ~~2021,~~2022, the Bank was well-capitalized, with all capital ratios exceeding the well-capitalized requirement. There are no conditions or events that management believes have changed the Bank’s prompt corrective action capitalization category.

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

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The actual and required capital amounts and ratios for the Bank as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020~~2021 are presented in the ~~table~~tables below:

September 30, 2021
Actual
For Capital
Adequacy
Purposes

Minimum Capital
Adequacy with
Capital Buffer

To Be Well
Capitalized Under
Prompt Corrective
Action Provisions

Amount Ratio Amount Ratio Amount Ratio Amount Ratio
(Dollars In Thousands)
Total Capital (to risk-weighted assets)
Consolidated Waterstone Financial, Inc. $ 458,509 28.90 % $ 126,935 8.00 % $ 166,603 10.50 % $ N/A N/A
WaterStone Bank 412,808 26.02 % 126,935 8.00 % 166,603 10.50 % 158,669 10.00 %
Tier 1 Capital (to risk-weighted assets)
Consolidated Waterstone Financial, Inc. 441,719 27.84 % 95,201 6.00 % 134,869 8.50 % N/A N/A
WaterStone Bank 396,018 24.96 % 95,201 6.00 % 134,869 8.50 % 126,935 8.00 %
Common Equity Tier 1 Capital (to risk-weighted assets)
Consolidated Waterstone Financial, Inc. 441,719 27.84 % 71,401 4.50 % 111,068 7.00 % N/A N/A
WaterStone Bank 396,018 24.96 % 71,401 4.50 % 111,068 7.00 % 103,135 6.50 %
Tier 1 Capital (to average assets)
Consolidated Waterstone Financial, Inc. 441,719 19.82 % 89,133 4.00 % N/A N/A N/A N/A
WaterStone Bank 396,018 17.77 % 89,133 4.00 % N/A N/A 111,417 5.00 %
State of Wisconsin (to total assets)
WaterStone Bank 396,018 17.77 % 133,717 6.00 % N/A N/A N/A N/A

June 30, 2022

Actual

For Capital Adequacy Purposes

Minimum Capital Adequacy with Capital Buffer

To Be Well-Capitalized Under Prompt Corrective Action Provisions

Amount

Ratio

Amount

Ratio

Amount

Ratio

Amount

Ratio

(Dollars In Thousands)

Total Capital (to risk-weighted assets)

Consolidated Waterstone Financial, Inc.

417,219

26.85

124,300

8.00

163,143

10.50

N/A

Waterstone Bank

362,028

23.32

124,188

8.00

162,997

10.50

155,235

10.00

Tier I Capital (to risk-weighted assets)

Consolidated Waterstone Financial, Inc.

399,948

25.74

93,225

6.00

132,068

8.50

N/A

Waterstone Bank

344,757

22.21

93,141

6.00

131,950

8.50

124,188

8.00

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

Consolidated Waterstone Financial, Inc.

399,948

25.74

69,919

4.50

108,762

7.00

N/A

Waterstone Bank

344,757

22.21

69,856

4.50

108,664

7.00

100,903

6.50

Tier I Capital (to average assets)

Consolidated Waterstone Financial, Inc.

399,948

20.12

79,516

4.00

N/A

Waterstone Bank

344,757

17.34

79,516

4.00

N/A

99,395

5.00

State of Wisconsin (to total assets)

Waterstone Bank

344,757

17.82

116,092

6.00

N/A

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	*December 31, 2021*
	*Actual*					*For Capital Adequacy Purposes*					*Minimum Capital Adequacy with Capital Buffer*					*To Be Well-Capitalized Under Prompt Corrective Action Provisions*
	*Amount*		*Ratio*			*Amount*		*Ratio*			*Amount*		*Ratio*			*Amount*		*Ratio*
	(Dollars In Thousands)
Total capital (to risk-weighted assets)
Consolidated Waterstone Financial, Inc.	$	448,818		29.01	%	$	123,766		8.00	%	$	162,443		10.50	%		N/A		N/A
Waterstone Bank		394,540		25.52	%		123,695		8.00	%		162,350		10.50	%		154,619		10.00	%
Tier I capital (to risk-weighted assets)
Consolidated Waterstone Financial, Inc.		433,040		27.99	%		92,825		6.00	%		131,502		8.50	%		N/A		N/A
Waterstone Bank		378,762		24.50	%		92,771		6.00	%		131,426		8.50	%		123,695		8.00	%
Common Equity Tier 1 Capital (to risk-weighted assets)
Consolidated Waterstone Financial, Inc.		433,040		27.99	%		69,619		4.50	%		108,296		7.00	%		N/A		N/A
Waterstone Bank		378,762		24.50	%		69,579		4.50	%		108,233		7.00	%		100,502		6.50	%
Tier I Capital (to average assets)
Consolidated Waterstone Financial, Inc.		433,040		19.29	%		89,774		4.00	%		N/A		N/A			N/A		N/A
Waterstone Bank		378,762		16.88	%		89,774		4.00	%		N/A		N/A			112,218		5.00	%
State of Wisconsin (to total assets)
Waterstone Bank		378,762		17.14	%		132,572		6.00	%		N/A		N/A			N/A		N/A

December 31, 2020
Actual
For Capital
Adequacy
Purposes

Minimum Capital
Adequacy with
Capital Buffer

To Be Well
Capitalized Under
Prompt Corrective
Action Provisions

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

Note 9 8– Income Taxes

Income tax expense totaled ~~$18.2~~$3.8 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 compared to ~~$17.8~~$12.8 million during the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021. Income tax expense was recognized on the statement of income during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 at an effective rate of ~~23.8%~~22.1% of pretax income compared to ~~25.0%~~24.5% during the ~~nine~~six months ended ~~September~~June 30, ~~2020. During the nine months ended September 30,~~ 2021 ~~the Company recorded a $949,000 return to provision income tax adjustment as state tax apportionment shifted states based on the final 2020 tax returns.~~

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

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

September 30, 2021 December 31, 2020
(In Thousands)
Financial instruments whose contract amounts represent potential credit risk:
Commitments to extend credit under amortizing loans (1) $ 44,643 $ 23,891
Commitments to extend credit under home equity lines of credit (2) 13,218 13,653
Unused portion of construction loans (3) 69,198 74,173
Unused portion of business lines of credit 19,864 19,207
Standby letters of credit 954 1,296

⁽¹⁾ ~~Commitments for loans are extended to customers for up to 90 days after which they expire. Excludes commitments to originate loans held for sale, which are discussed in the following footnote.~~

⁽²⁾ ~~Unused portions of home equity loans are available to the borrower for up to 10 years.~~

⁽³⁾ ~~Unused portions of construction loans are available to the borrower for up to one year.~~

	June 30, 2022		December 31, 2021
	(In Thousands)
Financial instruments whose contract amounts represent potential credit risk:
Commitments to extend credit under amortizing loans ⁽¹⁾	$	66,820	$	48,686
Commitments to extend credit under home equity lines of credit ⁽²⁾		11,369		11,990
Unused portion of construction loans ⁽³⁾		29,499		50,303
Unused portion of business lines of credit		17,857		17,916
Standby letters of credit		1,315		1,379

⁽¹⁾	Commitments for loans are extended to customers for up to 90 days after which they expire. Excludes commitments to originate loans held for sale, which are discussed in the following footnote.

⁽²⁾	Unused portions of home equity loans are available to the borrower for up to 10 years.

⁽³⁾	Unused portions of construction loans are available to the borrower for up to one year.

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

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

The Company has determined that there are 0 probable losses related to commitments to extend credit or the standby letters of credit as of ~~September 30, 2021 and~~ December 31, ~~2020.~~

2021. Please see Note 3 - Loans Receivable for discussion on the allowance for credit losses - unfunded commitments.

Residential mortgage loans sold to others are predominantly conventional residential first lien mortgages. The Company’s agreements to sell residential mortgage loans in the normal course of business usually require certain representations and warranties on the underlying loans sold related to credit information, loan documentation and collateral, which if subsequently are untrue or breached, could require the Company to repurchase certain loans affected. The Company has only been required to make insignificant repurchases as a result of breaches of these representations and warranties. The Company’s agreements to sell residential mortgage loans also contain limited recourse provisions. The recourse provisions are limited in that the recourse provision ends after certain payment criteria have been met. With respect to these loans, repurchase could be required if defined delinquency issues arose during the limited recourse period. Given that the underlying loans delivered to buyers are predominantly conventional first lien mortgages, historical experience has resulted in insignificant losses and repurchase activity. The Company's reserve for losses related to these recourse provisions totaled ~~$2.8~~$1.8 million and ~~$2.9~~$2.1 million as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively.

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

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Note 11 10– Derivative Financial Instruments

Mortgage Banking ~~Derviatives~~

Derivatives

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

~~Forward~~

Derivative Loan Commitments

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

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

Forward Loan Sale Commitments

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

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

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

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

Interest Rate Swaps

The Company may offer derivative contracts to ~~sell loans are made to mitigate~~its customers in connection with their risk management needs. The Company manages the risk associated with these contracts by entering into an equal and offsetting derivative with a third-party dealer through back-to-back swaps. These derivatives generally work together as an economic interest rate ~~risk on interest rate lock commitments to originate loans and loans held for sale. At September 30, 2021,~~hedge, but the Company ~~had forward commitments~~does not designate them for hedge accounting treatment. Consequently, changes in fair value of the corresponding derivative financial asset or liability are recorded as either a charge or credit to ~~sell mortgage loans with an aggregate notional amount of approximately $724.0 million and interest rate lock commitments with an aggregate notional amount of approximately $482.0 million.~~current earnings during the period in which the changes occurred. The fair value of the ~~forward commitments to sell mortgage loans at September 30, 2021 included~~swaps is recorded as both an asset and a ~~gain of $3.7 million that is reported as a component of~~liability, in other assets on the Company's consolidated statement of financial condition. The fair value of the interest rate locks at September 30, 2021 included a gain of $3.1 million that is reported as a component of other assets on the Company's consolidated statements of financial condition. At December 31, 2020, the Company had forward commitments to sell mortgage loans with an aggregate notional amount of $779.9 million and interest rate lock commitments with an aggregate notional amount of approximately $486.2 million. The fair value of the forward commitments to sell mortgage loans at December 31, 2020 included a loss of $5.1 million that is reported as a component of other liabilities on the Company's consolidated statement of financial ~~condition.~~ condition, respectively, in equal amounts for these transactions.

Table of Contents

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

outstanding derivative instruments:

June 30, 2022

Assets

Liabilities

Derivatives not designated as Hedging Instruments

Notional Amount

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

(In Millions)

Forward commitments

559.5

Other assets

1.4

Other liabilities

0.6

Interest rate locks

436.9

Other assets

1.5

Other liabilities

2.4

Interest rate swaps

104.0

Other assets

1.6

Other liabilities

1.6

December 31, 2021

Assets

Liabilities

Derivatives not designated as Hedging Instruments

Notional Amount

Balance Sheet Location

Fair Value

Balance Sheet Location

Fair Value

(In Millions)

Forward commitments

571.5

Other assets

1.3

Other liabilities

Interest rate locks

345.2

Other assets

3.1

Other liabilities

Interest rate swaps

105.2

Other assets

1.6

Other liabilities

1.6

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

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

Interest Rate Swaps

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

The ~~aggregate amortizing notional value of~~ back-to-back swaps with various commercial borrowers was $105.8 million at September 30, 2021 and $107.5 million at December 31, 2020. The Company receives fixed rates and pays floating rates based upon LIBOR on the swaps with commercial borrowers. These swaps mature in December 2029to June ~~2037~~. 2037. Commercial borrower swaps are completed independently with each borrower and are not subject to master netting arrangements. ~~These commercial borrower swaps were reported as a component~~As of ~~other assets on the Company's consolidated statement of financial condition of $1.6 million as of September~~June 30, ~~2021~~2022 and ~~$3.9 million as of~~ December 31, ~~2020. As of September 30,~~ 2021 ~~and December 31, 2020,~~, 0 back-to-back swaps were in default.

~~The aggregate amortizing notional value of back-to-back swaps with dealer counterparties was $105.8 million as of September 30, 2021 and $107.5 million as of December 31, 2020.~~ The Company pays fixed rates and receives floating rates based upon LIBOR on the swaps with dealer counterparties. ~~These swaps maturity dates range from~~ ~~December 2029~~ to ~~June 2037~~. Dealer counterparty swaps are subject to master netting agreements among the contracts within our Bank and are reported as a component of other liabilities on the Company's consolidated statement of financial condition of $1.6 million as of September 30, 2021 and $3.9 million as of December 31, 2020. NoBank. NaN right of offset existed with dealer counterparty swaps as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020.~~

2021. All changes in the fair value of these instruments are recorded in other non-interest income. The Company pledged 0 cash at June 30, 2022 and $1.9 million in cash ~~and cash equivalents to secure its obligation under these contracts~~ at ~~September 30, 2021 and $7.2 million in mortgage backed securities at~~ December 31, ~~2020.~~2021.

Table of Contents

Note 12 11– Earnings Per Share

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

There were ~~45,000~~186,000 and ~~124,000~~36,100 antidilutive shares of common stock for the three months ended~~September~~June 30, ~~2021~~2022 and ~~2020~~2021, respectively. There were ~~50,000~~112,000 and ~~123,000~~40,100 antidilutive shares of common stock for the ~~nine~~six months ended ~~September~~June 30, 2021 and 2020, respectively.

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

	*Three months ended June 30,*				*Six months ended June 30,*
	*2022*		*2021*		*2022*		*2021*
	(In Thousands, except per share amounts)

Net income	$	7,990	$	17,894	$	13,282	$	39,238

Weighted average shares outstanding		22,126		23,848		22,626		23,792
Effect of dilutive potential common shares		103		181		142		204
Diluted weighted average shares outstanding	$	22,229	$	24,029	$	22,768	$	23,996

Basic earnings per share	$	0.36	$	0.75	$	0.59	$	1.65
Diluted earnings per share	$	0.36	$	0.74	$	0.58	$	1.64

Three months ended September 30, Nine months ended September 30,
2021 2020 2021 2020
(In Thousands, except per share amounts)

Net income $ 19,000 $ 26,293 $ 58,238 $ 53,310

Weighted average shares outstanding 23,785 24,297 23,790 24,720
Effect of dilutive potential common shares 175 83 197 122
Diluted weighted average shares outstanding 23,960 24,380 23,987 24,842

Basic earnings per share $ 0.80 $ 1.08 $ 2.45 $ 2.16
Diluted earnings per share $ 0.79 $ 1.08 $ 2.43 $ 2.15

Note 13 12– Fair Value Measurements

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

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

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

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

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

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

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The following table presents information about our assets recorded in our consolidated statements of financial condition at their fair value on a recurring basis as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value.

Fair Value Measurements Using
September 30, 2021 Level 1 Level 2 Level 3
(In Thousands)

Assets
Available-for-sale securities
Mortgage-backed securities $ 21,448 $ 0 $ 21,448 $ 0
Collateralized mortgage obligations
Government sponsored enterprise issued 90,232 0 90,232 0
Private-label issued 2,993 0 2,993 0
Government sponsored enterprise bonds 2,478 0 2,478 0
Municipal securities 46,331 0 46,331 0
Other debt securities 11,348 0 11,348 0
Loans held for sale 325,958 0 325,958 0
Mortgage banking derivative assets 6,806 0 0 6,806
Interest rate swap assets 1,587 0 1,587 0
Liabilities
Mortgage banking derivative liabilities 0 0 0 0
Interest rate swap liabilities 1,587 0 1,587 0

Fair Value Measurements Using
December 31, 2020 Level 1 Level 2 Level 3
(In Thousands)

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

			*Fair Value Measurements Using*

	*June 30, 2022*		*Level 1*		*Level 2*		*Level 3*
	(In Thousands)
Assets
Available for sale securities
Mortgage-backed securities	$	15,162	$	0	$	15,162	$	0
Collateralized mortgage obligations
Government sponsored enterprise issued		132,588		0		132,588		0
Private-label issued		9,181		0		9,181		0
Government sponsored enterprise bonds		2,300		0		2,300		0
Municipal securities		30,135		0		30,135		0
Other debt securities		11,179		0		11,179		0
Loans held for sale		206,702		0		206,702		0
Mortgage banking derivative assets		2,842		0		0		2,842
Interest rate swap assets		1,560		0		1,560		0
Liabilities
Mortgage banking derivative liabilities		2,985		0		0		2,985
Interest rate swap liabilities		1,560		0		1,560		0

			*Fair Value Measurements Using*

	*December 31, 2021*		*Level 1*		*Level 2*		*Level 3*
	(In Thousands)
Assets
Available for sale securities
Mortgage-backed securities	$	19,488	$	0	$	19,488	$	0
Collateralized mortgage obligations
Government sponsored enterprise issued		99,302		0		99,302		0
Private-label issued		2,943		0		2,943		0
Government sponsored enterprise bonds		2,448		0		2,448		0
Municipal securities		43,494		0		43,494		0
Other debt securities		11,341		0		11,341		0
Loans held for sale		312,738		0		312,738		0
Mortgage banking derivative assets		4,369		0		0		4,369
Interest rate swap assets		1,578		0		1,578		0
Liabilities
Mortgage banking derivative liabilities		0		0		0		0
Interest rate swap liabilities		1,578		0		1,578		0

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

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

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

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

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

The table below presents reconciliation for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3)3) during ~~2021~~2022 and ~~2020.~~

Nine months ended September 30,
2021 2020
(In Thousands)

Mortgage derivative, net balance at the beginning of the period $ 5,917 $ 1,835
Mortgage derivative gain, net 889 10,320
Mortgage derivative, net balance at the end of the period $ 6,806 $ 12,155

T~~here~~2021.

	Three months ended June 30,						Six months ended June 30,
	2022			2021			2022			2021
	(In Thousands)						(In Thousands)

Mortgage derivative, net balance at the beginning of the period	$	5,573		$	11,601		$	4,369		$	5,917
Mortgage derivative (loss) gain, net		(5,716	)		(4,112	)		(4,512	)		1,572
Mortgage derivative, net balance at the end of the period	$	(143	)	$	7,489		$	(143	)	$	7,489

There were 0 transfers in or out of Level 1,2 or 3 measurements during the periods.

Assets Recorded at Fair Value on a Non-recurring Basis

The following tables present information about our assets recorded in our consolidated statements of financial condition at their fair value on a non-recurring basis as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, and indicate the fair value hierarchy of the valuation techniques utilized to determine such fair value.

Fair Value Measurements Using
September 30, 2021 Level 1 Level 2 Level 3
(In Thousands)
Real estate owned $ 148 $ 0 $ 0 $ 148
Impaired mortgage servicing rights 0 0 0 0

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

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

Fair Value Measurements Using

June 30, 2022

Level 1

Level 2

Level 3

(In Thousands)

Real estate owned

148

			*Fair Value Measurements Using*
	*December 31, 2021*		*Level 1*		*Level 2*		*Level 3*
	(In Thousands)
Real estate owned		148		0		0		148
Impaired mortgage servicing rights		0		0		0		0

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Loans – We do not record loans at fair value on a recurring basis. On a non-recurring basis, loans determined to be impaired are analyzed to determine whether a collateral shortfall exists, and if such a shortfall exists, are recorded on our consolidated statements of financial condition at net realizable value of the underlying collateral. Fair value is determined based on third party appraisals. Appraised values are adjusted to consider disposition costs and also to take into consideration the age of the most recent appraisal. Given the significance of the adjustments made to appraised values necessary to estimate the fair value of impaired loans, loans that have been deemed to be impaired are considered to be Level 3 in the fair value hierarchy of valuation techniques. At September 30, 2021, there were 0 impaired loans. At December 31, 2020, loans determined to be impaired with an outstanding balance of $208,000 were carried net of specific reserves of $23,000 for a fair value of $185,000. Impaired loans collateralized by assets which are valued in excess of the net investment in the loan do not require any specific reserves.

Real estate owned – On a non-recurring basis, real estate owned is recorded in our consolidated statements of financial condition at the lower of cost or fair value. Fair value is determined based on third party appraisals and, if less than the carrying value of the foreclosed loan, the carrying value of the real estate owned is adjusted to the fair value. Appraised values are adjusted to consider disposition costs and also to take into consideration the age of the most recent appraisal. Given the significance of the adjustments made to appraised values necessary to estimate the fair value of the properties, real estate owned is considered to be Level 3 in the fair value hierarchy of valuation techniques. There were 0 writedowns during the nine months ended September 30, 2021 and 2020, respectively. At September 30, 2021 and December 31, 2020, real estate owned totaled $148,000 and $322,000, respectively.

Mortgage servicing rights – The Company utilizes an independent valuation from a third party which uses a discounted cash flow model to estimate the fair value of mortgage servicing rights. The model utilizes prepayment assumptions to project cash flows related to the mortgage servicing rights based upon the current interest rate environment, which is then discounted to estimate an expected fair value of the mortgage servicing rights. The model considers characteristics specific to the underlying mortgage portfolio, such as: contractually specified servicing fees, prepayment assumptions, delinquency rates, late charges and costs to service. Given the significance of the unobservable inputs utilized in the estimation process, mortgage servicing rights are classified as Level 3 within the fair value hierarchy. The Company records the mortgage servicing rights at the lower of amortized cost or fair value. At ~~September 30, 2021, there was~~ 0 ~~impairment on mortgage servicing rights at and~~ ~~December 31, 2020, there was $77,000~~ ~~of impairment on mortgage servicing rights.~~

For Level 3 assets and liabilities measured at fair value on a recurring and non-recurring basis as of ~~September~~June 30, ~~2021,~~2022, the significant unobservable inputs used in the fair value measurements were as follows:

Significant Unobservable
Input Value

Fair Value at
September 30, 2021

Valuation
Technique
Significant
Unobservable
Inputs

Minimum
Value

Maximum
Value
Weighted Average

Mortgage banking derivatives, net $ 6,806 Pricing models Pull through rate 20.7 % 99.8 % 89.2 %
Real estate owned 148 Market approach Discount rates applied to appraisals 34.8 % 34.8 % 34.8 %

						*Significant Unobservable Input Value*
	*Fair Value at*				*Significant*
	*June 30,*			*Valuation*	*Unobservable*	*Minimum*			*Maximum*			*Weighted*
	*2022*			*Technique*	*Inputs*	*Value*			*Value*			*Average*
		(Dollars in Thousands)
Mortgage banking derivatives	$	(143	)	Pricing models	Pull through rate		28.4	%		99.9	%		87.2	%
Real estate owned		148		Market approach	Discount rates applied to appraisals		34.8	%		34.8	%		34.8	%

		*December 31,*
		*2021*
Mortgage banking derivatives		4,369		Pricing models	Pull through rate		26.0	%		99.8	%		88.2	%
Real estate owned		148		Market approach	Discount rates applied to appraisals		34.8	%		34.8	%		34.8	%
Mortgage servicing rights		0		Pricing models	Prepayment rate		9.8	%		43.4	%		11.8	%
					Discount rate		0.0	%		12.0	%		10.2	%
					Cost to service	$	84.06		$	839.53			108.37

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

Fair value information about financial instruments follows, whether or not recognized in the consolidated statements of financial condition, for which it is practicable to estimate that value. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instrument. Certain financial instruments and all nonfinancial instruments are excluded from its disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company.

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

September 30, 2021 December 31, 2020

Carrying
amount
Fair Value
Carrying
amount
Fair Value
Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3
(In Thousands)
Financial Assets
Cash and cash equivalents $ 358,614 $ 358,614 $ 358,614 $ 0 $ 0 $ 94,767 $ 94,767 $ 94,767 $ 0 $ 0
Securities available-for-sale 174,830 174,830 0 174,830 0 159,619 159,619 0 159,619 0
Loans held for sale 325,958 325,958 0 325,958 0 402,003 402,003 0 402,003 0
Loans receivable 1,226,834 1,229,881 0 0 1,229,881 1,375,137 1,374,898 0 0 1,374,898
FHLB stock 24,438 24,438 0 24,438 0 26,720 26,720 0 26,720 0
Accrued interest receivable 4,242 4,242 4,242 0 0 4,957 4,957 4,957 0 0
Mortgage servicing rights 1,161 1,338 0 0 1,338 5,977 7,075 0 0 7,075
Mortgage banking derivative assets 6,806 6,806 0 0 6,806 11,057 11,057 0 0 11,057
Interest rate swap asset 1,587 1,587 0 1,587 0 3,892 3,892 0 3,892 0

Financial Liabilities
Deposits 1,246,564 1,246,664 588,797 657,867 0 1,184,870 1,186,062 483,542 702,520 0
Advance payments by borrowers for taxes 25,298 25,298 25,298 0 0 3,522 3,522 3,522 0 0
Borrowings 475,000 491,696 0 491,696 0 508,074 545,107 0 545,107 0
Accrued interest payable 937 937 937 0 0 1,137 1,137 1,137 0 0
Mortgage banking derivative liabilities 0 0 0 0 0 5,140 5,140 0 0 5,140
Interest rate swap liability 1,587 1,587 0 1,587 0 3,892 3,892 0 3,892 0

	June 30, 2022										December 31, 2021
	Carrying		Fair Value								Carrying		Fair Value
	amount		Total		Level 1		Level 2		Level 3		amount		Total		Level 1		Level 2		Level 3
	(In Thousands)
Financial Assets
Cash and cash equivalents	$	122,193	$	122,193	$	122,193	$	0	$	0	$	376,722	$	376,722	$	376,722	$	0	$	0
Loans receivable		1,276,560		1,250,690		0		0		1,250,690		1,205,785		1,210,854		0		0		1,210,854
FHLB stock		16,301		16,301		0		16,301		0		24,438		24,438		0		24,438		0
Accrued interest receivable		4,368		4,368		4,368		0		0		4,013		4,013		4,013		0		0
Mortgage servicing rights		2,835		4,007		0		0		4,007		1,555		1,808		0		0		1,808

Financial Liabilities
Deposits		1,213,230		1,212,564		625,232		587,332		0		1,233,386		1,233,478		606,723		626,755		0
Advance payments by borrowers for taxes		17,302		17,302		17,302		0		0		4,094		4,094		4,094		0		0
Borrowings		281,100		271,807		0		271,807		0		477,127		499,120		0		499,120		0
Accrued interest payable		591		591		591		0		0		959		959		959		0		0

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

Cash and Cash Equivalents

The carrying amount reported in the consolidated statements of financial condition for cash and cash equivalents is a reasonable estimate of fair value.

~~Securities~~

~~The fair value~~Table of securities is generally determined by a third party valuation source using observable market data utilizing a matrix or multi-dimensional relational pricing model. Standard inputs to these models include observable market data such as benchmark yields, reported trades, broker quotes, issuer spreads, benchmark securities and bid/offer market data. For securities with an early redemption feature, an option adjusted spread model is utilized to adjust the issuer spread. Prepayment models are used for mortgage related securities with prepayment features.Contents

~~Loans Held for Sale~~

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

Loans Receivable

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

FHLB Stock

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

Deposits and Advance Payments by Borrowers for Taxes

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

Borrowings

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

Accrued Interest Payable and Accrued Interest Receivable

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

Commitments to Extend Credit and Standby Letters of Credit

Commitments to extend credit and standby letters of credit are generally not marketable. Furthermore, interest rates on any amounts drawn under such commitments would be generally established at market rates at the time of the draw. Fair values for the Company’s commitments to extend credit and standby letters of credit are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements, the counterparty’s credit standing, and discounted cash flow analyses. The fair value of the Company’s commitments to extend credit was not material at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020.~~2021.

~~Mortgage Banking Derivative Assets and Liabilities~~

Mortgage banking derivatives include interest rate lock commitments to originate residential loans held for sale to individual customers and forward commitments to sell residential mortgage loans to various investors. The Company relies on a valuation model to estimate the fair valueTable of its interest rate lock commitments to originate residential mortgage loans held for sale, which includes applying a pull through rate based upon historical experience and the current interest rate environment, and then multiplying by quoted investor prices. The Company also relies on a valuation model to estimate the fair value of its forward commitments to sell residential loans, which includes matching specific terms and maturities of the forward commitments against applicable investor pricing available. On the Company’s consolidated statements of financial condition, instruments that have a positive fair value are included in prepaid expenses and other assets, and those instruments that have a negative fair value are included in other liabilities.

~~Interest Rate Swap Assets and Liabilities~~

The carrying value and fair value of existing derivative financial instruments are based upon independent valuation models, which use widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative contract. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities.Contents

Note 14 13– Segment Reporting

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

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

Community Banking

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

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

Mortgage Banking

The mortgage banking segment provides residential mortgage loans for the primary purpose of sale on the secondary market. Mortgage banking products and services are provided by offices in 2126 states with the ability to lend in 48 states.

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Presented below is the segment information:

As of or for the three months ended September 30, 2021

Community
Banking

Mortgage
Banking

Holding Company and
Other
Consolidated
(In Thousands)

Net interest income (expense) $ 14,090 $ (2 ) $ 26 $ 14,114
Provision (credit) for loan losses (750 ) 50 0 (700 )
Net interest income (expense) after provision for loan losses 14,840 (52 ) 26 14,814

Noninterest income 1,726 51,290 (80 ) 52,936

Noninterest expenses:
Compensation, payroll taxes, and other employee benefits 5,360 28,981 (112 ) 34,229
Occupancy, office furniture and equipment 909 1,579 0 2,488
Advertising 233 602 0 835
Data processing 531 450 5 986
Communications 122 209 0 331
Professional fees 130 421 (1 ) 550
Real estate owned 1 0 0 1
Loan processing expense 0 1,135 0 1,135
Other 422 2,270 76 2,768
Total noninterest expenses 7,708 35,647 (32 ) 43,323
Income before income taxes 8,858 15,591 (22 ) 24,427
Income tax expense 2,092 3,341 (6 ) 5,427
Net income $ 6,766 $ 12,250 $ (16 ) $ 19,000

Total assets $ 2,184,200 $ 381,177 $ (331,266 ) $ 2,234,111

As of or for the three months ended September 30, 2020

Community
Banking

Mortgage
Banking

Holding Company and
Other
Consolidated
(In Thousands)

Net interest income (expense) $ 13,461 $ (58 ) $ 6 $ 13,409
Provision for loan losses 1,000 25 0 1,025
Net interest income (expense) after provision for loan losses 12,461 (83 ) 6 12,384

Noninterest income 3,104 73,143 (484 ) 75,763

Noninterest expenses:
Compensation, payroll taxes, and other employee benefits 5,000 34,559 (154 ) 39,405
Occupancy, office furniture and equipment 874 1,595 0 2,469
Advertising 252 609 0 861
Data processing 490 426 6 922
Communications 113 226 0 339
Professional fees 266 4,465 7 4,738
Real estate owned 11 0 0 11
Loan processing expense 0 1,336 0 1,336
Other 818 2,444 (342 ) 2,920
Total noninterest expenses 7,824 45,660 (483 ) 53,001
Income before income taxes 7,741 27,400 5 35,146
Income tax expense 1,565 7,284 4 8,853
Net income $ 6,176 $ 20,116 $ 1 $ 26,293

Total assets $ 2,118,968 $ 458,526 $ (356,672 ) $ 2,220,822

	*As of or for the three months ended June 30, 2022*
						*Holding*
	*Community*			*Mortgage*		*Company and*
	*Banking*			*Banking*		*Other*			*Consolidated*
	(In Thousands)

Net interest income	$	13,710		$	370	$	1		$	14,081
Provision (credit) for credit losses		(41	)		89		0			48
Net interest income after provision for credit losses		13,751			281		1			14,033

Noninterest income:		1,640			30,126		(528	)		31,238

Noninterest expenses:
Compensation, payroll taxes, and other employee benefits		4,596			21,311		(114	)		25,793
Occupancy, office furniture and equipment		876			1,180		0			2,056
Advertising		244			718		0			962
Data processing		531			613		0			1,144
Communications		63			195		0			258
Professional fees		118			222		9			349
Real estate owned		0			0		0			0
Loan processing expense		0			1,134		0			1,134
Other		1,006			2,733		(385	)		3,354
Total noninterest expenses		7,434			28,106		(490	)		35,050
Income (loss) before income taxes (benefit)		7,957			2,301		(37	)		10,221
Income tax expense (benefit)		1,658			578		(5	)		2,231
Net income (loss)	$	6,299		$	1,723	$	(32	)	$	7,990

Total Assets	$	1,896,227		$	269,584	$	(224,714	)	$	1,941,097

	*As of or for the three months ended June 30, 2021*
							*Holding*
	*Community*			*Mortgage*			*Company and*
	*Banking*			*Banking*			*Other*			*Consolidated*
	(In Thousands)

Net interest income (expense)	$	14,517		$	(251	)	$	11		$	14,277
Provision (credit) for loan losses		(750	)		0			0			(750	)
Net interest income (expense) after provision for loan losses		15,267			(251	)		11			15,027

Noninterest income:		1,630			50,556			(142	)		52,044

Noninterest expenses:
Compensation, payroll taxes, and other employee benefits		4,874			29,170			(118	)		33,926
Occupancy, office furniture and equipment		887			1,406			0			2,293
Advertising		260			651			0			911
Data processing		466			443			5			914
Communications		86			240			0			326
Professional fees		198			361			10			569
Real estate owned		0			0			0			0
Loan processing expense		0			1,200			0			1,200
Other		461			2,678			19			3,158
Total noninterest expenses		7,232			36,149			(84	)		43,297
Income (loss) before income taxes		9,665			14,156			(47	)		23,774
Income tax expense (benefit)		2,128			3,761			(9	)		5,880
Net income (loss)	$	7,537		$	10,395		$	(38	)	$	17,894

Total Assets	$	2,135,895		$	406,534		$	(340,476	)	$	2,201,953

3639

As of or for the nine months ended September 30, 2021

Community
Banking

Mortgage
Banking

Holding Company and
Other
Consolidated
(In Thousands)

Net interest income (expense) $ 42,854 $ (603 ) $ 92 $ 42,343
Provision (credit) for loan losses (2,600 ) 80 0 (2,520 )
Net interest income (expense) after provision for loan losses 45,454 (683 ) 92 44,863

Noninterest income 4,599 156,881 (301 ) 161,179

Noninterest expenses:
Compensation, payroll taxes, and other employee benefits 15,209 87,413 (344 ) 102,278
Occupancy, office furniture and equipment 2,821 4,525 0 7,346
Advertising 702 1,868 0 2,570
Data processing 1,508 1,347 16 2,871
Communications 327 661 0 988
Professional fees 522 258 24 804
Real estate owned (11 ) 0 0 (11 )
Loan processing expense 0 3,670 0 3,670
Other 1,323 7,629 152 9,104
Total noninterest expenses 22,401 107,371 (152 ) 129,620
Income before income taxes 27,652 48,827 (57 ) 76,422
Income tax expense 6,006 12,198 (20 ) 18,184
Net income $ 21,646 $ 36,629 $ (37 ) $ 58,238

As of or for the nine months ended September 30, 2020

Community
Banking

Mortgage
Banking

Holding Company and
Other
Consolidated
(In Thousands)

Net interest income (expense) $ 40,070 $ (948 ) $ 62 $ 39,184
Provision for loan losses 6,075 235 0 6,310
Net interest income (expense) after provision for loan losses 33,995 (1,183 ) 62 32,874

Noninterest income 7,068 168,159 (1,096 ) 174,131

Noninterest expenses:
Compensation, payroll taxes, and other employee benefits 15,074 86,085 (464 ) 100,695
Occupancy, office furniture and equipment 2,754 4,990 0 7,744
Advertising 797 1,828 0 2,625
Data processing 1,773 1,234 16 3,023
Communications 301 693 0 994
Professional fees 690 6,935 22 7,647
Real estate owned 55 0 0 55
Loan processing expense 0 3,620 0 3,620
Other 1,930 8,235 (670 ) 9,495
Total noninterest expenses 23,374 113,620 (1,096 ) 135,898
Income before income taxes 17,689 53,356 62 71,107
Income tax expense 3,293 14,492 12 17,797
Net income $ 14,396 $ 38,864 $ 50 $ 53,310

~~Note 15 – Leases~~

The Company has entered into operating lease agreements for 2 of its community banking branch locations, all of its mortgage banking office locations, and some of its office equipment. The leases have fixed terms defined regarding the payments and length. The Company elected not to include short-term leases (i.e., leases with initial terms of twelve months or less), or equipment leases (deemed immaterial) on the consolidated statements of financial condition. Some of the leases included options to extend the leases. These options are reviewed and factored into the length of the lease if the option is expected to be extended. Leases did not contain an implicit rate; therefore, the Company used the incremental borrowing rates for the discount rate. There were no sale and leaseback transactions, leveraged leases, or lease transactions with related parties during the three or nine months ended September 30, 2021 and 2020.

At September 30, 2021, the Company had lease liabilities totaling $6.3 million and right-of-use assets totaling $5.8 million related to these leases. Lease liabilities and right-of-use assets are reflected in other liabilities and other assets, respectively, on the consolidated statements of financial condition.

~~The cost components of our operating leases were as follows for the three and nine months ended September 30, 2021 and 2020:~~

Three months ended September 30, Nine months ended September 30,
2021 2020 2021 2020
(In Thousands)
Operating lease cost $ 858 $ 786 $ 2,366 $ 2,380
Variable cost 172 134 399 374
Short-term lease cost 97 184 388 563
Total $ 1,127 $ 1,104 $ 3,153 $ 3,317

At September 30, 2021, the Company had leases that had not yet commenced, but will create approximately $31,000 of additional lease liabilities and right-of-use assets for the Company in the fourth quarter of 2021.

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

Nine months ended September 30, 2021
(Dollars in Thousands)
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases $ 2,535
Initial recognition of right of use asset 979
Initial recognition of lease liabilities 979
Weighted average remaining lease term - operating leases, in years 2.9
Weighted average discount rate - operating leases 5.1 %

~~As of September 30, 2021, lease liability information for the Company is summarized in the following table.~~

Maturity analysis Operating leases
(In Thousands)
One year or less $ 2,423
More than one year through two years 1,900
More than two years through three years 1,253
More than three years through four years 591
More than four years through five years 202
More than five years 829
Total lease payments 7,198
Present value discount (942 )
Lease liability $ 6,256

37Table of Contents

	*As of or for the six months ended June 30, 2022*
						*Holding*
	*Community*			*Mortgage*		*Company and*
	*Banking*			*Banking*		*Other*			*Consolidated*
	(In Thousands)

Net interest income (expense)	$	25,362		$	553	$	30		$	25,945
Provision (credit) for credit losses		(181	)		153		0			(28	)
Net interest income (expense) after provision for credit losses		25,543			400		30			25,973

Noninterest income:		3,072			58,730		(746	)		61,056

Noninterest expenses:
Compensation, payroll taxes, and other employee benefits		9,808			41,749		(229	)		51,328
Occupancy, office furniture and equipment		1,813			2,431		0			4,244
Advertising		471			1,396		0			1,867
Data processing		1,139			1,201		6			2,346
Communications		157			441		0			598
Professional fees		232			560		18			810
Real estate owned		5			0		0			5
Loan processing expense		0			2,565		0			2,565
Other		1,606			5,042		(427	)		6,221
Total noninterest expenses		15,231			55,385		(632	)		69,984
Income (loss) before income taxes (benefit)		13,384			3,745		(84	)		17,045
Income tax expense (benefit)		2,825			955		(17	)		3,763
Net income (loss)	$	10,559		$	2,790	$	(67	)	$	13,282

	*As of or for the six months ended June 30, 2021*
							*Holding*
	*Community*			*Mortgage*			*Company and*
	*Banking*			*Banking*			*Other*			*Consolidated*
	(In Thousands)

Net interest income (expense)	$	28,764		$	(601	)	$	66		$	28,229
Provision (credit) for loan losses		(1,850	)		30			0			(1,820	)
Net interest income (expense) after provision for loan losses		30,614			(631	)		66			30,049

Noninterest income:		2,873			105,591			(221	)		108,243

Noninterest expenses:											-
Compensation, payroll taxes, and other employee benefits		9,849			58,432			(232	)		68,049
Occupancy, office furniture and equipment		1,912			2,946			0			4,858
Advertising		469			1,266			0			1,735
Data processing		977			897			11			1,885
Communications		205			452			0			657
Professional fees		392			(163	)		25			254
Real estate owned		(12	)		0			0			(12	)
Loan processing expense		0			2,535			0			2,535
Other		901			5,359			76			6,336
Total noninterest expenses		14,693			71,724			(120	)		86,297
Income (loss) before income taxes		18,794			33,236			(35	)		51,995
Income tax expense (benefit)		3,914			8,857			(14	)		12,757
Net income (loss)		14,880			24,379			(21	)		39,238

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Item 2.Management’~~Management’s~~s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Information

This Quarterly Report on Form 10-Q may contain various forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect” and similar expressions and verbs in the future tense. These forward-looking statements include, but are not limited to:

●		●	Statements of our goals, intentions and expectations;
●	●	Statements regarding our business plans, prospects, growth and operating strategies;
●	●	Statements regarding the quality of our loan and investment portfolio; and
●	●	Estimates of our risks and future costs and benefits.

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

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

●		●	general economic conditions, either nationally or in our market area, including employment prospects, that are different than expected;
●	●	the effects of any pandemic, including COVID-19, and related government actions;
●	●	competition among depository and other financial institutions;
●	●	inflation and changes in the interest rate environment that reduce our margins and yields, our mortgage banking revenues, the fair value of financial instruments or the origination levels in our lending business, or increase the level of defaults, losses or prepayments on loans we have made and make whether held in portfolio or sold in the secondary markets;
●	●	adverse changes in the securities or secondary mortgage markets;
●	●	changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements;
●	●	changes in monetary or fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board;
●	●	our ability to manage market risk, credit risk and operational risk in the current economic conditions;
●	●	our ability to enter new markets successfully and capitalize on growth opportunities;
●	●	our ability to successfully integrate acquired entities;
●	●	decreased demand for our products and services;
●	●	changes in tax policies or assessment policies;
●	●	the inability of third-party providers to perform their obligations to us;
●	●	changes in consumer demand, spending, borrowing and savings habits;
●	●	changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission or the Public Company Accounting Oversight Board;
●	●	our ability to retain key employees;
●	●	cyber attacks, computer viruses and other technological risks that may breach the security of our websites or other systems to obtain unauthorized access to confidential information and destroy data or disable our systems;
●	●	technological changes that may be more difficult or expensive than expected;
●	●	the ability of third-party providers to perform their obligations to us;
●	●	the effects of any federal government shutdown;
	●	the effects of global or national war, conflict or acts of terrorism;
	●	the ability of the U.S. Government to manage federal debt limits;
●	●	significant increases in our loan losses; and
●	●	changes in the financial condition, results of operations or future prospects of issuers of securities that we own.

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

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

Overview

The following discussion and analysis is presented to assist the reader in understanding and evaluating the Company’s financial condition and results of operations. It is intended to complement the unaudited consolidated financial statements, footnotes, and supplemental financial data appearing elsewhere in this Quarterly Report on Form 10-Q and should be read in conjunction therewith. The detailed discussion in the sections below focuses on the results of operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 and the financial condition as of ~~September~~June 30, ~~2021~~2022 compared to the financial condition as of December 31, ~~2020.~~

2021.

As described in the notes to the unaudited consolidated financial statements, we have two reportable segments: community banking and mortgage banking. The community banking segment provides consumer and business banking products and services to customers primarily within Southeastern Wisconsin. Consumer products include loan products, deposit products, and personal investment services. Business banking products include loans for working capital, inventory and general corporate use, commercial real estate construction loans, and deposit accounts. The mortgage banking segment, which is conducted by offices in 2126 states through Waterstone Mortgage Corporation, consists of originating residential mortgage loans primarily for sale in the secondary market.

Our community banking segment generates the significant majority of our consolidated net interest income and requires the significant majority of our provision for loan losses. Our mortgage banking segment generates the significant majority of our noninterest income and a majority of our noninterest expenses. We have provided below a discussion of the material results of operations for each segment on a separate basis for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, which focuses on noninterest income and noninterest expenses. We have also provided a discussion of the consolidated operations of the Company, which includes the consolidated operations of the Bank and Waterstone Mortgage Corporation, for the same periods.

Significant Items

~~Earnings comparisons~~

There were no significant items that impacted earnings for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020 were impacted by the significant items summarized below.~~

2021.

COVID-19 ~~the CARES Act, the Consolidated Appropriations Act, and the American Rescue Plan Act~~

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

~~In March 2020, the Coronavirus Aid, Relief and Economic Security (“CARES”) Act was signed into law as a $2 trillion legislative package. The goal~~severity of the ~~CARES Act is~~pandemic and will react to prevent a severe economic downturn through various measures, including direct financial aid to American families and economic stimulus to significantly impacted industry sectors. The package also includes extensive emergency funding for hospitals and providers. In March 2021, the American Rescue Plan Actfuture changes in current environment.

Table of 2021 (the American Rescue Plan Act) was signed into law which provides $1.9 trillion in spending to address the continued impact of COVID-19. While it is not possible to know the full universe or extent of these impacts as of the date this filing, we are disclosing potentially material items of which we are aware.

39Contents

The CARES Act allowed for a temporary delay in the adoption of accounting guidance under Accounting Standards Codification Topic 326, “Financial Instruments – Credit Losses (“CECL”) until the earlier of December 31, 2020 or after the end of the COVID-19 national emergency. During the quarter ended March 31, 2020, pursuant to the CARES Act and guidance from the Securities and Exchange Commission (“SEC”) and Financial Accounting Standards Board (“FASB”), we elected to delay adoption of CECL. On December 27, 2020, the Consolidated Appropriations Act, 2021 was signed into law. Among other provisions, this Act extended the temporary delay on the adoption of CECL until January 1, 2022. The financial statements included in this Quarterly Report on Form 10-Q include an allowance for loan losses that was prepared under the existing incurred loss methodology.

Under the CARES Act, loans less than 30 days past due as of December 31, 2019 and subject to COVID-19 modifications are considered current. A financial institution may suspend the requirements under accounting principles generally accepted in the United States (US GAAP) for loan modifications related to COVID-19 that would otherwise be categorized as a troubled debt restructuring (“TDR”). This includes a suspension of the requirement to determine impairment of these modifications for accounting purposes. In keeping with regulatory guidance to work with borrowers during this unprecedented situation, the Company has executed a payment deferral program for our lending clients that are adversely affected by the pandemic. As of September 30, 2021, the Company had three modified loans totaling $559,000 subject to principal deferrals or principal and interest deferrals. These short-term deferrals are not considered troubled debt restructurings.

The CARES Act authorized the Small Business Administration (“SBA”) to temporarily guarantee loans under a new loan program call the Paycheck Protection Program (“PPP”). As a qualified SBA lender, we were automatically authorized to originate PPP loans. The Company participated in assisting our customers with applications for resources through the program. PPP loans have: (a) an interest rate of 1.0%, (b) a five-year loan term to maturity for loans made on or after June 5, 2020; and (c) principal and interest payments deferred for six months from the date of disbursement. The SBA will guarantee 100% of the PPP loans made to eligible borrowers. The entire principal amount of the borrower’s PPP loan, including any accrued interest, is eligible to be reduced by the loan forgiveness amount under the PPP. During the nine months ended September 30, 2021, the Company originated a total of $14.5 million in PPP loans for customers and recognized $1.1 million in fees received from the SBA. As of September 30, 2021, we had PPP loans outstanding totaling $4.1 million.

~~Capital and liquidity~~

~~As of~~ ~~September 30, 2021~~, all of our capital ratios, and our subsidiary bank’s capital ratios, were in excess of all regulatory requirements. While we believe that we have sufficient capital to withstand an extended economic recession brought about by COVID-19, our reported and regulatory capital ratios could be adversely impacted by further credit losses.

We maintain access to multiple sources of liquidity. Wholesale funding markets have remained open to us, but rates for short term funding have recently been volatile. If funding costs are elevated for an extended period of time, it could have an adverse effect on our net interest margin. If an extended recession caused large numbers of our deposit customers to withdraw their funds, we might become more reliant on volatile or more expensive sources of funding.

Comparison of Community Banking Segment Results of Operations for the Three Months Ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~

2021

Net income totaled ~~$6.8~~$6.3 million for the three months ended ~~September~~June 30, ~~2021~~2022 compared to ~~$6.2~~$7.5 million for the three months ended ~~September~~June 30, ~~2020.~~2021. Net interest income ~~increased $629,000~~decreased $807,000 to ~~$14.1~~$13.7 million for the three months ended ~~September~~June 30, ~~2021~~2022 compared to ~~$13.5~~$14.5 million for the three months ended ~~September~~June 30, ~~2020.~~2021. Interest ~~expense decreased as funding rates decreased. Offsetting the decrease in interest expense, interest~~ income on loans decreased as replacement rates and average balances were lower than in the prior ~~year~~year. Offsetting the decrease in interest income on loans, interest expense on deposits decreased as replacement rates decreased and interest income on mortgage-related securities ~~decreased as yields continue~~increased due to ~~decrease with lower replacement rates.~~

~~The Company delayed adoption of ASC Topic 326 as permited under~~ the ~~CARES Act. The Company calculated~~increase in the ~~current quarter allowance using the incurred loss model.~~ average balance.

There was a negative provision for ~~loan~~credit losses of ~~$750,000~~$41,000 for the three months ended ~~September~~June 30, ~~2021~~2022 compared to a ~~$1.0 million~~$750,000 negative provision for loan losses for the three months ended ~~September~~June 30, ~~2020.~~2021. The negative provision for credit losses of $41,000 consisted of a $170,000 provision related to loans and a $211,000 of negative provision related to unfunded commitments for the three months ended June 30, 2022. During the three months ended ~~September~~June 30, ~~2021,~~2022, we made adjustments to our forecast factor to reflect the current economic forecast, and qualitative factors, primarily to account for the ~~improvement~~changes in ~~certain economic factors along with a decrease in loan balance. Additionally, we continued to have net recoveries for the quarter.~~

internal metrics and external risk factors.

Total noninterest income ~~decreased $1.4~~increased $10,000 to $1.6 million ~~due primarily to a decrease in gains from death benefits received on two bank owned life insurance policies~~ during the three months ended ~~September~~June 30, ~~2020.~~

2022 due primarily to an increase in bank owned life insurance offset as interest rates increased offset by a decrease in service fee on deposits.

Table of Contents

Compensation, payroll taxes, and other employee benefits expense ~~increased $360,000~~decreased $278,000 to ~~$5.4~~$4.6 million primarily due to ~~an increase~~a decrease in health insurance expense and Employee Stock Ownership Plan expense as the average stock price ~~increased~~decreased compared to the quarter ending ~~September~~June 30, ~~2020.~~2021. Other noninterest expense ~~decreased $396,000~~increased $545,000 to $1.0 million as certain loan-related expenses ~~decreased.~~

increased.

Comparison of Mortgage Banking Segment Results of Operations for the Three Months Ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~

2021

Net income totaled ~~$12.3~~$1.7 million for the three months ended ~~September~~June 30, ~~2021~~2022 compared to ~~$20.1~~$10.4 million for the three months ended ~~September~~June 30, ~~2020.~~2021. We originated ~~$1.06 billion~~$778.8 million in mortgage loans held for sale (including sales to the community banking segment) during the three months ended ~~September~~June 30, ~~2021,~~2022, which represents a decrease of ~~$241.2~~$286.4 million, or ~~18.6%~~26.9%, from the ~~$1.30~~$1.06 billion originated during the three months ended ~~September~~June 30, ~~2020.~~2021. The decrease in loan production volume was driven by a ~~$189.0~~$187.3 million, or ~~40.6%~~71.5%, decrease in refinance products as mortgage rates have increased. Mortgage purchase products decreased ~~$52.2~~$99.1 million, or ~~6.3%~~12.3%, due to inventory constraints in the ~~market.~~market and as interest rates have increased. Total mortgage banking noninterest income decreased ~~$21.9~~$20.4 million, or ~~29.9%~~40.4%, to ~~$51.3~~$30.1 million during the three months ended ~~September~~June 30, ~~2021~~2022 compared to ~~$73.1~~$50.6 million during the three months ended ~~September~~June 30, ~~2020.~~2021. The decrease in mortgage banking noninterest income was related to ~~an 18.6%~~a 26.9% decrease in volume and a ~~16.4%~~21.8% decrease in gross margin on loans originated and sold for the three months ended ~~September~~June 30, ~~2021~~2022 compared to ~~September~~June 30, ~~2020.~~2021. Gross margin on loans originated and sold is the ratio of mortgage banking income (excluding the change in interest rate lock fair value) divided by total loan originations. The gross margin on loans originated and sold contraction reflects decreased industry demand due to the increased competition from mortgage ~~orginators.~~originators. We sell loans on both a servicing-released and a servicing-retained basis. Waterstone Mortgage Corporation has contracted with a third party to service the loans for which we retain servicing. ~~Additionally, there was a $4.0 million gain on sale of mortgage servicing rights during the three months ended September 30, 2021 compared to none during the three months ended September 30, 2020.~~

Additionally, our overall margin can be affected by the mix of both loan type (conventional loans versus governmental) and loan purpose (purchase versus refinance). Conventional loans include loans that conform to Fannie Mae and Freddie Mac standards, whereas governmental loans are those loans guaranteed by the federal government, such as a Federal Housing Authority or U.S. Department of Agriculture loan. Loans originated for the purchase of a residential property, which generally yield a higher margin than loans originated for refinancing existing loans, comprised ~~73.8%~~90.4% of total originations during the three months ended ~~September~~June 30, ~~2021,~~2022, compared to ~~64.1%~~75.4% of total originations during the three months ended ~~September~~June 30, ~~2020,~~2021, respectively, as refinance demand decelerated due to an increase in interest rates over the past year. The mix of loan type trended towards more ~~conventional~~governmental loans and less conventional loans, with governmental loans ~~with~~and conventional loans comprising 25.7% and ~~governmental loans comprising 76.1% and 23.9%~~74.3% of all loan originations, respectively, during the three months ended ~~September~~June 30, ~~2021,~~2022, compared to ~~75.6%~~24.7% and ~~24.4%~~75.3% of all loan originations, respectively, during the three months ended ~~September~~June 30, ~~2020.~~

2021.

Total compensation, payroll taxes and other employee benefits decreased ~~$5.6~~$7.9 million, or ~~16.1%~~26.9%, to ~~$29.0~~$21.3 million for the three months ended ~~September~~June 30, ~~2021~~2022 compared to ~~$34.6~~$29.2 million for the three months ended ~~September~~June 30, ~~2020.~~2021. The decrease in compensation expense was primarily related to decreased commission expense and branch manager compensation driven by decreased loan origination volume and branch profitability as gross margins decreased. Professional fees decreased $4.0 million to $421,000 during the quarter ended September 30, 2021 compared to $4.5 million of expense during the quarter ended September 30, 2020. The decrease related to a decrease in litigation costs compared to the prior year, as the Herrington settlement was resolved during the quarter ended September 30, 2020. Other noninterest expense ~~decreased $174,000~~increased $55,000 to ~~$2.3~~$2.7 million during the quarter ended ~~September~~June 30, ~~2021 compared~~2022. The increase related to ~~$2.4 million during~~an increase in provision of loan sale losses offset by a decrease in mortgage servicing rights amortization expense. During the quarter ended ~~September~~June 30, ~~2020. The decrease~~2022, the segment opened five new branches. Direct start up expenses related to ~~a decrease in the servicing fees on mortgage servicing rights due to the sale during~~these branches totaled approximately $510,000 for the quarter ended ~~September~~June 30, ~~2021.~~

2022.

Consolidated Waterstone Financial, Inc. Results of Operations

Three months ended September 30,
2021 2020
(Dollars in Thousands, except per share amounts)

Net income $ 19,000 26,293
Earnings per share - basic 0.80 1.08
Earnings per share - diluted 0.79 1.08
Annualized return on average assets 3.38 % 4.78 %
Annualized return on average equity 17.25 % 26.30 %

	Three months ended June 30,
	2022			2021
	(Dollars In Thousands, except per share amounts)

Net income	$	7,990		$	17,894
Earnings per share - basic		0.36			0.75
Earnings per share - diluted		0.36			0.74
Annualized return on average assets		1.61	%		3.25	%
Annualized return on average equity		7.93	%		16.49	%

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Net Interest Income

Average Balance Sheets, Interest and Yields/Costs

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

Three months ended September 30,
2021 2020
Average Balance Interest Yield/Cost Average Balance Interest Yield/Cost
(Dollars in Thousands)
Assets
Interest-earning assets:
Loans receivable and held for sale (1) $ $1,573,194 $ $16,131 4.07 % $ $1,766,715 $ $18,224 4.10 %
Mortgage related securities (2) 108,743 471 1.72 % 96,529 588 2.42 %
Debt securities, federal funds sold and short-term investments (2)(3) 409,559 967 0.94 % 166,160 801 1.92 %
Total interest-earning assets 2,091,496 17,569 3.33 % 2,029,404 19,613 3.84 %

Noninterest-earning assets 137,454 160,526
Total assets $ $2,228,950 $ $2,189,930

Liabilities and equity
Interest-bearing liabilities:
Demand accounts $ $68,478 13 0.08 % $ $50,590 11 0.09 %
Money market, savings, and escrow accounts 391,599 233 0.24 % 282,349 473 0.67 %
Time deposits 663,343 701 0.42 % 741,265 3,011 1.62 %
Total interest-bearing deposits 1,123,420 947 0.33 % 1,074,204 3,495 1.29 %
Borrowings 475,000 2,445 2.04 % 531,588 2,640 1.98 %
Total interest-bearing liabilities 1,598,420 3,392 0.84 % 1,605,792 6,135 1.52 %

Noninterest-bearing liabilities
Noninterest-bearing deposits 153,436 129,911
Other noninterest-bearing liabilities 40,148 56,451
Total noninterest-bearing liabilities 193,584 186,362
Total liabilities 1,792,004 1,792,154
Equity 436,946 397,776
Total liabilities and equity $ $2,228,950 $ $2,189,930

Net interest income / Net interest rate spread (4) 14,177 2.49 % 13,478 2.32 %
Less: taxable equivalent adjustment 63 0.01 % 69 0.01 %
Net interest income / Net interest rate spread, as reported $ $14,114 2.48 % $ $13,409 2.31 %
Net interest-earning assets (5) $ $493,076 $ $423,612
Net interest margin(6)

2.68
%
2.63 %
Tax equivalent effect 0.01 % 0.01 %
Net interest margin on a fully tax equivalent basis (6) 2.69 % 2.64 %
Average interest-earning assets to average interest-bearing liabilities 130.85 % 126.38 %

	Three months ended June 30,
	2022							2021
	Average Balance		Interest		Yield/Cost			Average Balance		Interest		Yield/Cost
	(Dollars in Thousands)
Assets
Interest-earning assets:
Loans receivable and held for sale⁽¹⁾	$	1,433,452	$	14,546		4.07	%	$	1,655,078		16,480		3.99	%
Mortgage related securities⁽²⁾		168,000		821		1.96	%		100,056		486		1.95	%
Debt securities, federal funds sold and short-term investments(2) (3)		269,823		1,092		1.62	%		308,105		944		1.23	%
Total interest-earning assets		1,871,275		16,459		3.53	%		2,063,239		17,910		3.48	%

Noninterest-earning assets		117,248							143,375
Total assets	$	1,988,523						$	2,206,614

Liabilities and equity
Interest-bearing liabilities:
Demand accounts	$	70,674		15		0.09	%	$	63,610		12		0.08	%
Money market and savings accounts		412,321		193		0.19	%		350,270		205		0.23	%
Time deposits		584,244		543		0.37	%		690,196		861		0.50	%
Total interest-bearing deposits		1,067,239		751		0.28	%		1,104,076		1,078		0.39	%
Borrowings		326,068		1,584		1.95	%		480,054		2,469		2.06	%
Total interest-bearing liabilities		1,393,307		2,335		0.67	%		1,584,130		3,547		0.90	%

Noninterest-bearing liabilities
Non interest-bearing deposits		154,070							141,648
Other noninterest-bearing liabilities		36,962							45,658
Total noninterest-bearing liabilities		191,032							187,306
Total liabilities		1,584,339							1,771,436
Equity		404,184							435,178
Total liabilities and equity	$	1,988,523						$	2,206,614

Net interest income / Net interest rate spread ⁽⁴⁾				14,124		2.86	%				14,363		2.58	%
Less: taxable equivalent adjustment				43		0.01	%				86		0.01	%
Net interest income, as reported			$	14,081		2.85	%				14,277		2.57	%
Net interest-earning assets ⁽⁵⁾	$	477,968						$	479,109
Net interest margin ⁽⁶⁾						3.02	%						2.78	%
Tax equivalent effect						0.01	%						0.01	%
Net interest margin on a fully tax equivalent basis						3.03	%						2.79	%
Average interest-earning assets to average interest-bearing liabilities						134.30	%						130.24	%

__________

~~(1) Interest income includes net deferred loan fee amortization income of $644,000 and $349,000~~ ~~for the three months ended September 30, 2021 and 2020, respectively.~~

~~(2)~~

⁽¹⁾	Interest income includes net deferred loan fee amortization income of $187,000 and $494,000 for the three months ended June 30, 2022 and 2021, respectively.

⁽²⁾	Average balance of mortgage related and debt securities are based on amortized historical cost.

⁽³⁾

Interest income from tax-exempt securities is computed on a taxable equivalent basis using a tax rate of 21% for the three months ended June 30, 2022 and 2021. The yields on debt securities, federal funds sold and short-term investments before tax-equivalent adjustments were 1.56% and 1.12% for the three months ended June 30, 2022 and 2021, respectively.

⁽⁴⁾	Net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities and is presented on a fully tax equivalent basis.

⁽⁵⁾	Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.

⁽⁶⁾	Net interest margin represents net interest income divided by average total interest-earning assets.

Table of ~~mortgage related and debt securities are based on amortized historical cost.~~

(3) Interest income from tax-exempt securities is computed on a taxable equivalent basis using a tax rate of 21% for the three months ended September 30, 2021 and 2020. The yields on debt securities, federal funds sold and short-term investments before tax-equivalent adjustments were 0.88~~% and 1.75% for the three months ended September 30, 2021 and 2020, respectively.~~

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

~~(5) Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.~~

~~(6) Net interest margin represents net interest income divided by average total interest-earning assets.~~

42Contents

Rate/Volume Analysis

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

Three months ended September 30,
2021 versus 2020
Increase (Decrease) due to
Volume Rate Net
(In Thousands)
Interest income:
Loans receivable and held for sale (1)(2) $ (1,958 ) $ (135 ) $ (2,093 )
Mortgage related securities (3) 67 (184 ) (117 )
Debt securities, federal funds sold and short-term investments (3)(4) 727 (561 ) 166
Total interest-earning assets (1,164 ) (880 ) (2,044 )

Interest expense:
Demand accounts 3 (1 ) 2
Money market, savings, and escrow accounts 363 (603 ) (240 )
Time deposits (287 ) (2,023 ) (2,310 )
Total interest-earning deposits 79 (2,627 ) (2,548 )
Borrowings (273 ) 78 (195 )
Total interest-bearing liabilities (194 ) (2,549 ) (2,743 )
Net change in net interest income $ (970 ) $ 1,669 $ 699

	Three months ended June 30,
	2022 versus 2021
	Increase (Decrease) due to
	Volume			Rate			Net
	(In Thousands)
Interest income:
Loans receivable and held for sale(1) (2)	$	(2,256	)	$	322		$	(1,934	)
Mortgage related securities⁽³⁾		332			3			335
Other earning assets(3) (4)		(129	)		277			148
Total interest-earning assets		(2,053	)		602			(1,451	)

Interest expense:
Demand accounts		1			2			3
Money market and savings accounts		86			(98	)		(12	)
Time deposits		(120	)		(198	)		(318	)
Total interest-bearing deposits		(33	)		(294	)		(327	)
Borrowings		(738	)		(147	)		(885	)
Total interest-bearing liabilities		(771	)		(441	)		(1,212	)
Net change in net interest income	$	(1,282	)	$	1,043		$	(239	)

______________

~~(1) Interest income includes net deferred loan fee amortization income of~~ ~~$644,000 and $349,000~~ ~~for the three months ended September 30, 2021 and 2020, respectively.~~

~~(2) Non-accrual loans have been included in average loans receivable balance.~~

~~(3) Includes available for sale securities. Average balance of available for sale securities is based on amortized historical cost.~~

~~(4)Interest income from tax exempt securities is computed on a taxable equivalent basis using a tax rate of 21% for the three months ended September 30, 2021 and September 30, 2020.~~

(1)	Interest income includes net deferred loan fee amortization income of $187,000 and $494,000 for the three months ended June 30, 2022 and 2021, respectively.

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

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

(4)	Interest income from tax exempt securities is computed on a taxable equivalent basis using a tax rate of 21% for the three months ended June 30, 2022 and June 30, 2021.

Net interest income ~~increased $705,000,~~decreased $196,000, or ~~5.3%~~1.4%, to $14.1 million during the three months ended ~~September~~June 30, ~~2021~~2022 compared to ~~$13.4~~$14.3 million during the three months ended ~~September~~June 30, ~~2020.~~

2021.

●		Interest income on loans decreased ~~$2.1~~$1.9 million, or 11.7%, to $14.5 million due primarily to a ~~three basis point decrease in average yield on loans as London Interbank Offered Rate (LIBOR) and U.S. Treasury rates continued to decrease and a $193.5~~$221.6 million, or ~~11.0%~~13.4%, decrease in average loans as payoffs continued to outpace originations as interest rates are increasing. This decrease was partially offset by an eight basis point increase in average yield on loans as interest rates continue to ~~outpace originations.~~increase over the past year. The decrease in average loan balance was driven by ana decrease of ~~$174.0~~$72.1 million, or ~~12.2%~~5.5%, in the average balance of loans held in portfolio along with a ~~$19.6~~$149.6 million, or ~~5.8%~~44.5%, decrease in the average balance of loans held for sale.
●		~~Interest income from mortgage-related securities decreased $117,000 as the yield decreased 70 basis points offset by a $12.2 million increase in the average balance.~~
●		Interest income from other interest-earning assets (comprised of debt securities, federal funds sold and short-term investments) increased $172,000 due primarily to a $243.4 million increase in the average balance as cash balances were greater. The increase in average cash balances resulted from the growth in average deposits along with paydowns decreasing average loans. Offsetting the increase in average balance, the yield decreased 87 basis points as higher rate securities matured and were held in cash.
●		Interest expense on time deposits decreased ~~$2.3 million,~~$318,000, or ~~76.7%~~36.9%, to $543,000 primarily due to a ~~120~~13 basis point decrease in average cost of time deposits. Additionally, the average balance of time deposits decreased ~~$77.9~~$106.0 million compared to the prior year period.
●		Interest expense on money market, savings, and escrow accounts decreased ~~$240,000,~~$12,000, or ~~50.7%~~5.9%, to $193,000 due primarily to a 43four basis point decrease in average cost of money market, savings, and escrow accounts. Partially offsetting the decrease in average cost, the average balance increased ~~$109.3~~$62.1 million. ~~Money market accounts continue to be a focus and the Company agressively marketed new and existing customers through various new offerings.~~
●		Interest expense on borrowings decreased ~~$195,000,~~$885,000, or ~~7.4%~~35.8%, to $1.6 million due to a ~~$56.6~~$154.0 million decrease in the average balance of borrowings during the three months ended ~~September~~June 30, ~~2021~~2022 compared to the three months ended ~~September~~June 30, ~~2020~~2021 as ~~additional short-term funding was needed~~$200.0 million in ~~2020. Offsetting the decrease in average balance,~~long-term FHLB borrowings were paid off since June 30, 2021. Additionally, the cost of borrowings ~~increased six~~decreased 11 basis points to ~~2.04%~~1.95% during the three months ended ~~September~~June 30, ~~2021,~~2022, compared to ~~1.98%~~2.06% during the three months ended ~~September~~June 30, ~~2020 as the lower rate short-term FHLB borrowings utilized during 2020 were not necessary during 2021 due to our excess liquidity position.~~2021.

Table of Contents

Provision for ~~Loan~~Credit Losses

The Company delayed adoption of ASC Topic 326 as permited under the CARES Act and subsequently under the Consolidated Appropriations Act. The Company calculated the current quarter allowance using the incurred loss model. The negative

There was a provision for ~~loan~~credit losses ~~was $700,000~~of $48,000 for the three months ended ~~September~~June 30, ~~2021~~2022 compared to ~~$1.0 million of~~a $750,000 negative provision for loan losses for the three months ended ~~September~~June 30, ~~2020.~~2021. The $48,000 provision for credit losses consisted of a $259,000 provision related to loans and a $211,000 of negative provision related to unfunded commitments for the three months ended June 30, 2022. During the three months ended ~~September~~June 30, ~~2021,~~2022, we made adjustments to our forecast factor to reflect the current economic forecast, and qualitative factors, primarily to account for the ~~improvement~~changes in certain economic factors along with a decrease in loan balance. Additionally, we continued to have net recoveries for the quarter. We had a negative provision for loan losses of $750,000 at the community banking segmentinternal metrics and ~~a $50,000 provision for loan losses for the mortgage banking segment. Net recoveries were $100,000 for the three months ended September 30, 2021.~~

external risk factors.

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

Noninterest Income

Three months ended September 30,
2021 2020 $ Change % Change
(Dollars in Thousands)

Service charges on loans and deposits $ 1,136 $ 672 $ 464 69.0 %
Increase in cash surrender value of life insurance 312 714 (402 ) (56.3 )%
Mortgage banking income 46,547 72,112 (25,565 ) (35.5 )%
Other 4,941 2,265 2,676 118.1 %
Total noninterest income $ 52,936 $ 75,763 $ (22,827 ) (30.1 )%

	Three months ended June 30,
	2022		2021		$ Change			% Change
	(Dollars In Thousands)

Service charges on loans and deposits	$	666	$	657	$	9			1.4	%
Increase in cash surrender value of life insurance		724		684		40			5.8	%
Mortgage banking income		29,410		49,649		(20,239	)		(40.8	)%
Other		438		1,054		(616	)		(58.4	)%
Total noninterest income	$	31,238	$	52,044	$	(20,806	)		(40.0	)%

Total noninterest income decreased ~~$22.8~~$20.8 million, or ~~30.1%~~40.0%, to ~~$52.9~~$31.2 million during the three months ended ~~September~~June 30, ~~2021~~2022 compared to ~~$75.8~~$52.0 million during the three months ended ~~September~~June 30, ~~2020.~~2021. The decrease resulted primarily from ana decrease in mortgage banking noninterest income ~~along with a decrease in cash surrender value of life insurance.~~

and other income.

●		The decrease in mortgage banking income was primarily the result of a decrease in loan origination volume and gross margin on loans originated and sold. Gross margin on loans originated and sold is the ratio of mortgage banking income (excluding the change in interest rate lock fair value) divided by total loan originations. Total loan origination volume on a consolidated basis decreased ~~$220.0~~$307.5 million, or ~~17.3%~~29.1%, to ~~$1.05~~$747.7 million during the three months ended June 30, 2022 compared to $1.06 billion during the three months ended ~~September~~June 30, ~~2021 compared to $1.27 billion during the three months ended September 30, 2020.~~2021. Gross margin on loans originated and sold decreased ~~16.4%~~21.8% at the mortgage banking segment. See "Comparison of Mortgage Banking Segment Results of Operations for the Three Months Ended ~~September~~June 30, ~~2021~~2022 and ~~2020"~~2021" above for additional discussion of the decrease in mortgage banking income.
●		~~Service charges on loans and deposits increased primarily due to an increase in loan prepayment fees.~~
●		The decrease ~~in cash surrender value of life insurance was due primarily to a decrease in balance as death benefit proceeds were received on two policies in the prior year.~~
●		~~The increase~~ in other noninterest income was due primarily to a ~~gain on sale of mortgage servicing rights and increases~~decrease in mortgage servicing fee income ~~and wealth management revenue. During the quarter ended September 30, 2021,~~as the Company sold mortgage servicing rights related to $1.24 billion in loans serviced for third ~~parties. The sale generated $12.4 million in net proceeds and a $4.0 million gain. There was no comparable sale~~parties during ~~the~~third quarter ~~ended September 30, 2020.~~2021. As of ~~September~~June 30, 2022 and June 30, 2021, the Company maintained servicing rights related to ~~$160.8~~$340.5 million and $1.37 billion, respectively, in loans previously sold to third parties. Offsetting the increases, there was a $1.5 million decrease in gains from death benefit received on two bank owned life insurance policies during the three months ended September 30, 2020 compared to none during the three months ended September 30, 2021.

Table of Contents

~~Noninterest Expenses~~

Three months ended September 30,
2021 2020 $ Change % Change
(Dollars in Thousands)

Compensation, payroll taxes, and other employee benefits $ 34,229 $ 39,405 $ (5,176 ) (13.1 )%
Occupancy, office furniture and equipment 2,488 2,469 19 0.8 %
Advertising 835 861 (26 ) (3.0 )%
Data processing 986 922 64 6.9 %
Communications 331 339 (8 ) (2.4 )%
Professional fees 550 4,738 (4,188 ) (88.4 )%
Real estate owned 1 11 (10 ) (90.9 )%
Loan processing expense 1,135 1,336 (201 ) (15.0 )%
Other 2,768 2,920 (152 ) (5.2 )%
Total noninterest expenses $ 43,323 $ 53,001 $ (9,678 ) (18.3 )%

	Three months ended June 30,
	2022	2021	$ Change	% Change
	(Dollars In Thousands)

Compensation, payroll taxes, and other employee benefits	$ 25,793	$ 33,926	$ (8,133)	(24.0)%
Occupancy, office furniture, and equipment	2,056	2,293	(237)	(10.3)%
Advertising	962	911	51	5.6%
Data processing	1,144	914	230	25.2%
Communications	258	326	(68)	(20.9)%
Professional fees	349	569	(220)	(38.7)%
Real estate owned	-	-	-	N/A
Loan processing expense	1,134	1,200	(66)	(5.5)%
Other	3,354	3,158	196	6.2%
Total noninterest expenses	$ 35,050	$ 43,297	$ (8,247)	(19.0)%

Total noninterest expenses decreased ~~$9.7~~$8.2 million, or ~~18.3%~~19.0%, to $35.1 million during the three months ended June 30, 2022 compared to $43.3 million during the three months ended ~~September~~June 30, ~~2021 compared to $53.0 million during the three months ended September 30, 2020.~~

2021.

●		Compensation, payroll taxes and other employee benefits expense at our mortgage banking segment decreased ~~$5.6~~$7.9 million, or ~~16.1%~~26.9%, to ~~$29.0~~$21.3 million during the three months ended ~~September~~June 30, ~~2021.~~2022. The decrease in compensation expense was primarily related to decreased commission expense and branch manager compensation driven by decreased loan origination volume and branch profitability as gross margins decreased.
●		Compensation, payroll taxes and other employee benefits expense at the community banking segment ~~increased $360,000,~~decreased $278,000, or ~~7.2%~~5.7%, to ~~$5.4~~$4.6 million during the three months ended ~~September~~June 30, ~~2021.~~2022. The decrease was due primarily ~~due~~ to ~~an increase~~a decrease in health insurance expense and Employee Stock Ownership Plan expense as the average stock price ~~increased compared to the quarter ending September 30, 2020.~~decreased.
●		Occupancy, office furniture and equipment expense at the mortgage banking segment decreased ~~$16,000~~$226,000 to ~~$1.6~~$1.2 million during the three months ended ~~September~~June 30, ~~2021,~~2022, primarily resulting from lower rent and depreciation expense.
●		Occupancy, office furniture and equipment expense at the community banking segment ~~increased $35,000~~decreased $11,000 to ~~$909,000~~$876,000 during the three months ended ~~September~~June 30, ~~2021.~~2022. The increase was due primarily to ~~increased~~decreased utilities expenses and computer ~~supplies expense.~~equipment.
●		Advertising expense ~~decreased $26,000,~~increased $51,000, or ~~3.0%~~5.6%, to ~~$835,000~~$962,000 during the three months ended ~~September~~June 30, ~~2021.~~2022. This was primarily due to ~~a decrease~~marketing increases at the mortgage banking segment to attract customers as rates are higher than in the prior year. Advertising at the community banking segment decreased as customer promotions slowed.
●		Data processing expense increased ~~$64,000,~~$230,000, or ~~6.9%~~25.2%, to ~~$986,000~~$1.1 million during the three months ended ~~September~~June 30, ~~2021.~~2022. This was primarily due to increases at the community banking and mortgage banking segments for continued investments in ~~technology.~~technology and security.
●		Professional fees decreased ~~$4.2 million~~$220,000 to ~~$550,000~~$349,000 of income during the three months ended ~~September~~June 30, ~~2021.~~2022. The decrease related to a decrease in ~~litigation costs compared to the prior year, as the Herrington settlement was resolved during the quarter ended September 30, 2020.~~legal fees, consulting fees, and audit expenses.
●		Other noninterest expense ~~decreased $152,000,~~increased $196,000, or ~~5.2%~~6.2%, to ~~$2.8~~$3.4 million during the three months ended ~~September~~June 30, ~~2021.~~2022. The ~~decrease~~increase at the mortgage banking segment related to an increase in provision of loan sale losses offset by a decrease in ~~the servicing fees on~~ mortgage servicing rights ~~due to the sale during the quarter ended September 30, 2021.~~ ~~Additionally, other noninterest expenses decreased~~amortization expense. The increase at the community banking segment aswas due to an increase in certain loan ~~expenses decreased during the three months ended September 30, 2021 compared to the three months ended September 30, 2020.~~ related expenses.

Income Taxes

Income tax expense totaled ~~$5.4~~$2.2 million for the three months ended ~~September~~June 30, ~~2021~~2022 compared to ~~$8.9~~$5.9 million during the three months ended ~~September~~June 30, ~~2020.~~2021. Income tax expense was recognized on the statement of income during the three months ended ~~September~~June 30, ~~2021~~2022 at an effective rate of ~~22.2%~~21.8% of pretax income compared to ~~25.2%~~24.7% during the three months ended ~~September~~June 30, ~~2020. During~~2021. The decrease in the ~~three months ended September 30, 2021,~~effective rate reflects an increase of permanent deductions relative to the ~~Company recorded a $949,000 return to provision~~amount of pretax income ~~tax adjustment to reflect actual~~and additionally the 2022 rate reflects the lower state tax apportionment based on the final 2020 tax returns. ~~There was no return to provision adjustment during the three months ended September 30, 2020.~~

Comparison of Community Banking Segment Results of Operations for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~

2021

Net income ~~increased $7.3~~totaled $10.6 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021 to $21.6 million~~2022 compared to ~~net income of $14.4~~$14.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021. Net interest income ~~increased $2.8~~decreased $3.4 million to ~~$42.9~~$25.4 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 compared to ~~$40.1~~$28.8 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021. Interest ~~expense decreased as deposit funding rates decreased. Offsetting the decrease in interest expense, interest~~ income on loans ~~and mortgage-related securities categories~~ decreased as replacement rates and average balances were lower than in the prior year.

~~The Company delayed adoption of ASC Topic 326~~ Offsetting the decrease in interest income on loans, interest expense on deposits decreased as ~~permited under~~replacement rates decreased and interest income on mortgage-related securities increased due to the ~~CARES Act, as amended. The Company calculated~~increase in the ~~current year allowance using the incurred loss model.~~ average balance.

There was a negative provision for ~~loan~~credit losses of ~~$2.6 million~~$181,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 compared to a ~~$6.1~~$1.9 million negative provision for loan losses for the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021. The negative provision for credit losses of $181,000 consisted of a $187,000 provision related to loans and a $368,000 of negative provision related to unfunded commitments for the six months ended June 30, 2022. During the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, we made adjustments to our forecast factor to reflect the current economic forecast, and qualitative factors, primarily to account for the ~~improvement~~changes in ~~certain economic factors along with a decrease in loan balance. Additionally, we recorded net recoveries of $487,000 during the nine months ended September 30, 2021.~~

internal metrics and external risk factors.

Total noninterest income ~~decreased $2.5~~increased $199,000, or 6.9%, to $3.1 million due primarily to an increase in a ~~decrease in loan fees. Service charges on loans decreased due to fees earned on loan swap originations in 2020 and a decrease in gains~~gain from death benefit received on ~~two~~one bank owned life insurance ~~policies~~policy and an increase in bank owned life insurance as interest rates increased during the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2022,offset by a decrease in service fee on deposits.

Table of Contents

Compensation, payroll taxes, and other employee benefits expense ~~increased $135,000~~decreased $41,000 to ~~$15.2~~$9.8 million primarily due to ~~an increase in employee stock ownership plan expenses offset by~~ a decrease in ~~salaries. Data processing~~ESOP expense ~~decreased $265,000 due~~compared to the ~~implementation of a new digital banking platform in 2020.~~six months ended June 30, 2021. Other noninterest expense ~~decreased $607,000~~increased $705,000 to $1.6 million as certain loan-related expenses ~~decreased offset by a decrease of credits received for FDIC premiums in 2020 but not in 2021.~~

increased.

Comparison of Mortgage Banking Segment Results of Operations for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~

2021

Net income totaled ~~$36.6~~$2.8 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 compared to ~~$38.9~~$24.4 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021. We originated ~~$3.24~~$1.49 billion in mortgage loans held for sale (including sales to the community banking segment) during the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, which represents ~~an increase~~a decrease of ~~$87.5~~$693.0 million, or ~~2.8%~~31.8%, from the ~~$3.15~~$2.18 billion originated during the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021. The ~~increase~~decrease in loan production volume was driven by a ~~$258.1~~$516.0 million, or ~~13.2%~~68.7%, ~~increase~~decrease in refinance products as mortgage rates have increased. Mortgage purchase products ~~as housing demand remains high. Mortgage refinance products~~ decreased ~~$170.6~~$177.1 million, or ~~14.2%~~12.4%, due to inventory constraints in the market and as interest rates ~~increasing over the past year.~~have increased. Total mortgage banking noninterest income decreased ~~$11.3~~$46.9 million, or ~~6.7%~~44.4%, to ~~$156.9~~$58.7 million during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 compared to ~~$168.2~~$105.6 million during the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021. The decrease in mortgage banking noninterest income was related to a ~~7.7%~~31.8% decrease in volume and a 19.8% decrease in gross margin on loans originated and sold ~~offset by a 2.8% increase in loan production volume~~ for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 compared to ~~the 2020 period.~~June 30, 2021. Gross margin on loans originated and sold is the ratio of mortgage banking income (excluding the change in interest rate lock fair value) divided by total loan originations. The ~~decrease in~~ gross margin on loans originated and sold contraction reflects ~~pricing~~decreased industry demand due to the increased competition ~~in the industry to gain market share.~~from mortgage originators. We sell loans on both a servicing-released and a servicing-retained basis. Waterstone Mortgage Corporation has contracted with a third party to service the loans for which we retain servicing. ~~Additionally, there was a $4.0 million gain on sale of mortgage servicing rights during the nine months ended September 30, 2021 compared to none during the nine months ended September 30, 2020.~~

Additionally, our overall margin can be affected by the mix of both loan type (conventional loans versus governmental) and loan purpose (purchase versus refinance). Conventional loans include loans that conform to Fannie Mae and Freddie Mac standards, whereas governmental loans are those loans guaranteed by the federal government, such as a Federal Housing Authority or U.S. Department of Agriculture loan. ~~Our origination efforts continue to be focused on loans made~~Loans originated for the ~~purpose~~purchase of a residential ~~purchases, as opposed to mortgage refinance. The percentage of origination volume related to purchase activity increased to 68.2% from 61.9%~~property, which generally yield a higher margin than loans originated for refinancing existing loans, comprised 84.1% of total originations ~~for~~during the ~~nine~~six months ended ~~September~~June 30, 2022, compared to 65.5% of total originations during the six months ended June 30, 2021, ~~and 2020,~~ respectively, as refinance demand decelerated due to an increase in interest rates over the past year. The mix of loan type trended towards more ~~conventional~~governmental loans and less conventional loans, with governmental loans ~~with~~and conventional loans comprising 25.1% and ~~governmental loans comprising 76.9% and 23.1%~~74.9% of all loan originations, respectively, during the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, compared to ~~74.7%~~22.8% and ~~25.3%~~77.2% of all loan originations, respectively, during the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~

2021.

Total compensation, payroll taxes and other employee benefits ~~increased $1.3~~decreased $16.7 million, or ~~1.5%~~28.6%, to ~~$87.4~~$41.7 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 compared to ~~$86.1~~$58.4 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021. The ~~increase~~decrease in compensation expense was primarily ~~due~~related to ~~an increase in salaries to meet loan demand offset by a decrease in~~decreased commission expense and branch manager ~~pay~~compensation driven by decreased loan origination volume and branch profitability as gross margin pressure reduced branch profitability. Occupancy, office furniture, and equipment expense decreased primarily resulting from lower rent and depreciation expense. Professional fees decreased $6.7 million primarily related to receiving a legal settlement in 2021 and lower litigation costs compared to the prior year as the Herrington settlement was resolved in 2020.margins decreased. Other noninterest expense decreased ~~primarily~~$317,000 to $5.0 million during the six months ended June 30, 2022 compared to $5.4 million during the six months ended June 30, 2021. The $317,000 decrease related to a decrease in the amortization expense on mortgage servicing rights due to ~~decreased provision for loan~~the bulk sale ~~losses as there was additional uncertainity in the prior year regarding selling loans to third party investors from COVID-19 pandemic challenges. Offsetting the decreases, the amortization~~ of mortgage servicing rights ~~increased as~~during the ~~value~~third quarter of ~~the servicing portfolio has increased in 2021 compared to 2020.~~

2021.

Consolidated Waterstone Financial, Inc. Results of Operations

Nine months ended September 30,
2021 2020
(Dollars in Thousands, except per share amounts)

Net income $ 58,238 $ $53,310
Earnings per share - basic 2.45 2.16
Earnings per share - diluted 2.43 2.15
Annualized return on average assets 3.54 % 3.35 %
Annualized return on average equity 18.08 % 18.02 %

	Six months ended June 30,
	2022			2021
	(Dollars In Thousands, except per share amounts)

Net income	$	13,282		$	39,238
Earnings per share - basic		0.59			1.65
Earnings per share - diluted		0.58			1.64
Annualized return on average assets		1.30	%		3.62	%
Annualized return on average equity		6.42	%		18.49	%

Table of Contents

Net Interest Income

Average Balance Sheets, Interest and Yields/Costs

Nine months ended September 30,
2021 2020
Average Balance Interest Yield/Cost Average Balance Interest Yield/Cost
(Dollars in Thousands)
Assets
Interest-earning assets:
Loans receivable and held for sale (1) $ $1,627,793 $ $49,214 4.04 % $ $1,696,493 $ $54,404 4.28 %
Mortgage related securities (2) 99,819 1,448 1.94 % 104,752 1,960 2.50 %
Debt securities, federal funds sold and short-term investments (2)(3) 331,028 2,840 1.15 % 178,775 2,703 2.02 %
Total interest-earning assets 2,058,640 53,502 3.47 % 1,980,020 59,067 3.98 %

Noninterest-earning assets 142,822 146,959
Total assets $ $2,201,462 $ $2,126,979

Liabilities and equity
Interest-bearing liabilities:
Demand accounts $ $62,594 22 0.05 % $ $45,275 27 0.08 %
Money market, savings, and escrow accounts 352,378 452 0.17 % 251,377 1,364 0.72 %
Time deposits 686,262 3,068 0.60 % 735,350 10,369 1.88 %
Total interest-bearing deposits 1,101,234 3,542 0.43 % 1,032,002 11,760 1.52 %
Borrowings 478,349 7,414 2.07 % 545,631 7,913 1.94 %
Total interest-bearing liabilities 1,579,583 10,956 0.93 % 1,577,633 19,673 1.67 %

Noninterest-bearing liabilities
Noninterest-bearing deposits 144,565 112,777
Other noninterest-bearing liabilities 46,657 41,502
Total noninterest-bearing liabilities 191,222 154,279
Total liabilities 1,770,805 1,731,912
Equity 430,657 395,067
Total liabilities and equity $ $2,201,462 $ $2,126,979

Net interest income / Net interest rate spread (4) 42,546 2.54 % 39,394 2.31 %
Less: taxable equivalent adjustment 203 0.01 % 210 0.01 %
Net interest income / Net interest rate spread, as reported $ $42,343 2.53 % $ $39,184 2.30 %
Net interest-earning assets (5) $ $479,057 $ $402,387
Net interest margin(6)
2.75 % 2.64 %
Tax equivalent effect 0.01 % 0.02 %
Net interest margin on a fully tax equivalent basis (6) 2.76 % 2.66 %
Average interest-earning assets to average interest-bearing liabilities 130.33 % 125.51 %

	Six months ended June 30,
	2022							2021
	Average Balance		Interest		Yield/Cost			Average Balance		Interest		Yield/Cost
	(Dollars in Thousands)
Assets
Interest-earning assets:
Loans receivable and held for sale⁽¹⁾	$	1,397,855	$	28,046		4.05	%	$	1,656,543	$	33,083		4.03	%
Mortgage related securities⁽²⁾		153,512		1,423		1.87	%		95,283		977		2.07	%
Debt securities, federal funds sold and short-term investments(2) (3)		393,781		2,080		1.07	%		291,111		1,873		1.30	%
Total interest-earning assets		1,945,148		31,549		3.27	%		2,042,937		35,933		3.55	%

Noninterest-earning assets		122,986							145,565
Total assets	$	2,068,134						$	2,188,502

Liabilities and equity
Interest-bearing liabilities:
Demand accounts	$	70,208		29		0.08	%	$	59,603		22		0.07	%
Money market and savings accounts		408,389		403		0.20	%		332,443		452		0.27	%
Time deposits		597,390		1,098		0.37	%		697,911		2,121		0.61	%
Total interest-bearing deposits		1,075,987		1,530		0.29	%		1,089,957		2,595		0.48	%
Borrowings		382,845		3,971		2.09	%		481,353		4,969		2.08	%
Total interest-bearing liabilities		1,458,832		5,501		0.76	%		1,571,310		7,564		0.97	%

Noninterest-bearing liabilities
Non interest-bearing deposits		153,488							140,056
Other noninterest-bearing liabilities		38,426							49,204
Total noninterest-bearing liabilities		191,914							189,260
Total liabilities		1,650,746							1,760,570
Equity		417,388							427,932
Total liabilities and equity	$	2,068,134						$	2,188,502

Net interest income / Net interest rate spread ⁽⁴⁾				26,048		2.51	%				28,369		2.58	%
Less: taxable equivalent adjustment				103		0.01	%				140		0.02	%
Net interest income, as reported			$	25,945		2.50	%			$	28,229		2.56	%
Net interest-earning assets ⁽⁵⁾	$	486,316						$	471,627
Net interest margin ⁽⁶⁾						2.69	%						2.79	%
Tax equivalent effect						0.01	%						0.01	%
Net interest margin on a fully tax equivalent basis						2.70	%						2.80	%
Average interest-earning assets to average interest-bearing liabilities						133.34	%						130.01	%

__________

~~(1)~~

⁽¹⁾	Interest income includes net deferred loan fee amortization income of $382,000 and $1.1 million for the six months ended June 30, 2022 and 2021, respectively.

⁽²⁾	Average balance of mortgage related and debt securities are based on amortized historical cost.

⁽³⁾

Interest income from tax-exempt securities is computed on a taxable equivalent basis using a tax rate of 21% for the six months ended June 30, 2022 and 2021. The yields on debt securities, federal funds sold and short-term investments before tax-equivalent adjustments were 1.01% and 1.20% for the six months ended June 30, 2022 and 2021, respectively.

⁽⁴⁾	Net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities and is presented on a fully tax equivalent basis.

⁽⁵⁾	Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.

⁽⁶⁾	Net interest margin represents net interest income divided by average total interest-earning assets.

Table of ~~$1.7 million~~ ~~and $948,000 for the nine months ended September 30, 2021 and 2020, respectively.~~

~~(2) Average balance of mortgage related and debt securities are based on amortized historical cost.~~

(3) Interest income from tax exempt securities is computed on a taxable equivalent basis using a tax rate of 21% for the nine months ended September 30, 2021 and 2020. The yields on debt securities, federal funds sold and short-term investments before tax-equivalent adjustments were 1.07~~% and 1.86% for the nine months ended September 30, 2021 and 2020, respectively.~~

~~(5) Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.~~

~~(6) Net interest margin represents net interest income divided by average total interest-earning assets.~~

48Contents

Rate/Volume Analysis

Nine months ended September 30,
2021 versus 2020
Increase (Decrease) due to
Volume Rate Net
(In Thousands)
Interest income:
Loans receivable and held for sale (1)(2) $ (2,384 ) $ (2,806 ) $ (5,190 )
Mortgage related securities (3) (97 ) (415 ) (512 )
Debt securities, federal funds sold and short-term investments (3) (4) 1,641 (1,504 ) 137
Total interest-earning assets (840 ) (4,725 ) (5,565 )

Interest expense:
Demand accounts 8 (13 ) (5 )
Money market, savings, and escrow accounts 1,010 (1,922 ) (912 )
Time deposits (652 ) (6,649 ) (7,301 )
Total interest-earning deposits 366 (8,584 ) (8,218 )
Borrowings (1,093 ) 594 (499 )
Total interest-bearing liabilities (727 ) (7,990 ) (8,717 )
Net change in net interest income $ (113 ) $ 3,265 $ 3,152

	Six months ended June 30,
	2022 versus 2021
	Increase (Decrease) due to
	Volume			Rate			Net
	(In Thousands)
Interest income:
Loans receivable and held for sale(1) (2)	$	(5,190	)	$	153		$	(5,037	)
Mortgage related securities⁽³⁾		530			(84	)		446
Other earning assets(3) (4)		586			(379	)		207
Total interest-earning assets		(4,074	)		(310	)		(4,384	)

Interest expense:
Demand accounts		4			3			7
Money market and savings accounts		243			(292	)		(49	)
Time deposits		(273	)		(750	)		(1,023	)
Total interest-bearing deposits		(26	)		(1,039	)		(1,065	)
Borrowings		(1,022	)		24			(998	)
Total interest-bearing liabilities		(1,048	)		(1,015	)		(2,063	)
Net change in net interest income	$	(3,026	)	$	705		$	(2,321	)

______________

(1)	Interest income includes net deferred loan fee amortization income of ~~$1.7~~$382,000 and $1.1 million ~~and $948,000 fo~~rfor the ~~nine~~six months ended ~~September~~June 30, 2022 and 2021, respectively.

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

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

(4)	Interest income from tax exempt securities is computed on a taxable equivalent basis using a tax rate of 21% for the six months ended June 30, 2022 and ~~2020, respectively.~~June 30, 2021.

~~(2) Non-accrual loans have been included in average loans receivable balance.~~

~~(3) Includes available for sale securities. Average balance of available for sale securities is based on amortized historical cost.~~

~~(4) Interest income from tax exempt securities is computed on a taxable equivalent basis using a tax rate of 21% for the nine months ended September 30, 2021 and 2020.~~

Net interest income ~~increased $3.2~~decreased $2.3 million, or 8.1%, to ~~$42.3~~$25.9 million during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 compared to ~~$39.2~~$28.2 million during the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~

2021.

●		●	Interest income on loans decreased ~~$5.2~~$5.0 million, or 15.2%, to $28.0 million during the six months ended June 30, 2022 compared to $33.1 million during the six months ended June 30, 2021 due primarily to a ~~24 basis point decrease in average yield on loans as LIBOR and U.S. Treasury rates continued to decrease and a $68.7~~$258.7 million, or ~~4.0%~~15.6%, decrease in average loans as payoffs continue to outpace ~~originations.~~originations as interest rates are increasing. This decrease was partially offset by an two basis point increase in average yield on loans as interest rates continue to increase over the past year. The decrease in average loan balance was driven by aan decrease of ~~$108.2~~$107.3 million, or ~~7.6%~~8.0%, in the average balance of loans held in portfolio ~~offset by~~along with a ~~$39.5~~$151.3 million, or ~~14.0%~~46.8%, ~~increase~~decrease in the average balance of loans held for sale.
●	●	~~Interest income from mortgage related securities decreased $512,000 primarily as the yield decreased 56 basis points. Additionally, the average balance decreased $4.9 million.~~
●		Interest income from other interest-earning assets (comprised of debt securities, federal funds sold and short-term investments) increased $144,000 due to a $152.3 million increase in average balance of other interest-earning assets basis point decrease in the average yield. The increase in average cash balances resulted fron the growth in average deposits along with paydowns decreasing average loans. Offsetting the increase in average balance, the yield decreased 79 basis points as higher rate securities matured and were placed in cash.
●		Interest expense on time deposits decreased ~~$7.3~~$1.0 million, or ~~70.4%~~48.2%, to $1.1 million primarily due to a ~~128~~24 basis point decrease in average cost of time deposits. Additionally, the average balance of time deposits decreased ~~$49.1~~$100.5 million compared to the prior year period.
●	●	Interest expense on money market, savings, and escrow accounts decreased ~~$912,000,~~$49,000, or ~~66.9%~~10.8%, to $403,000 due primarily to a 55seven basis point decrease in average cost of money market, savings, and escrow ~~accounts offset by an increase~~accounts. Partially offsetting the decrease in average cost, the average balance ~~of $101.0~~increased $75.9 million. ~~Money market accounts have been a focus over the year and the Company has aggressively marketed new customers through various new offerings and new branches that opened within the past 12 months.~~
●	●	Interest expense on borrowings decreased ~~$499,000,~~$998,000, or ~~6.3%~~20.1%, to $4.0 million due to a $98.5 million decrease in the average balance of ~~$67.3 million~~borrowings during the six months ended June 30, 2022 compared to ~~$478.3~~the six months ended June 30, 2021 as $200.0 million in ~~average borrowing volume~~long-term FHLB borrowings were paid off during the ~~nine~~six months ended ~~September~~June 30, 2021. The decrease was primarily due to additional short-term funding needed in 2020. Offsetting the decrease in volume, the average cost of borrowings increased 13 basis points to 2.07% during the nine months ended September 30, 2021, compared to 1.94% during the nine months ended September 30, 2020 as the lower rate short-term FHLB borrowings utilized during 2020 were not necessary during 2021 due to our excess liquidity position.2022.

Table of Contents

Provision for ~~Loan~~Credit Losses

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

There was a negative provision for credit losses of $28,000 for the six months ended June 30, 2022 compared to a $1.8 negative provision for loan losses ~~was $2.5 million~~ for the ~~nine~~six months ended ~~September~~June 30, ~~2021 compared to a~~2021. The $28,000 negative provision for ~~loan~~credit losses consisted of ~~$6.3 million~~a $340,000 provision related to loans and a $368,000 of negative provision related to unfunded commitments for the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2022. During the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, we made adjustments to our forecast factor to reflect the current economic forecast, and qualitative factors, primarily to account for the ~~improvement~~changes in certain economic factors along with a decrease in loan balance. Additionally, we recorded a significant recovery as a loan payoff was received. We had a negative provision for loan losses of $2.6 million at the community banking segmentinternal metrics and ~~$80,000 in provision for loan losses for the mortgage banking segment. Net recoveries were $487,000 for the nine months ended September 30, 2021.~~

external risk factors.

Noninterest Income

Nine months ended September 30,
2021 2020 $ Change % Change
(Dollars in Thousands)

Service charges on loans and deposits $ 2,483 $ 3,384 $ (901 ) (26.6 )%
Increase in cash surrender value of life insurance 1,297 1,587 (290 ) (18.3 )%
Mortgage banking income 150,587 166,292 (15,705 ) (9.4 )%
Other 6,812 2,868 3,944 137.5 %
Total noninterest income $ 161,179 $ 174,131 $ (12,952 ) (7.4 )%

	Six months ended June 30,
	2022		2021		$ Change			% Change
Service charges on loans and deposits	$	1,176	$	1,347	$	(171	)		(12.7	)%
Increase in cash surrender value of life insurance		1,040		985		55			5.6	%
Mortgage banking income		57,685		104,040		(46,355	)		(44.6	)%
Other		1,155		1,871		(716	)		(38.3	)%
Total noninterest income	$	61,056	$	108,243	$	(47,187	)		(43.6	)%

Total noninterest income decreased ~~$13.0~~$47.2 million, or ~~7.4%~~43.6%, to ~~$161.2~~$61.1 million during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 compared to ~~$174.1~~$108.2 million during the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021. The ~~increase~~decrease resulted primarily from an decrease in mortgage banking ~~income along with decreases in service charges on loans and deposits and increase in cash surrender value of life insurance.~~

noninterest income.

●		The decrease in mortgage banking income was primarily the result of a decrease in loan origination volume and gross margin on loans originated and ~~sold offset by a decrease in loan origination volume.~~sold. Gross margin on loans originated and sold is the ratio of mortgage banking income (excluding the change in interest rate lock fair value) divided by total loan originations. Total loan origination volume on a consolidated basis decreased $718.5 million, or 33.2%, to $1.45 billion during the six months ended June 30, 2022 compared to $2.16 billion during the six months ended June 30, 2021. Gross margin on loans originated and sold decreased ~~7.7%~~19.8% at the mortgage banking segment. Total loan origination volume on a consolidated basis increased $149.1 million, or 4.9%, to $3.21 billion during the nine months ended September 30, 2021 compared to $3.06 billion during the nine months ended September 30, 2020. See "Comparison of Mortgage Banking Segment Results of Operations for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022 and ~~2020"~~2021" above for additional discussion of the decrease in mortgage banking income.
●		~~Service charges on loans and deposits decreased primarily due to fees earned on loan swap originations in 2020.~~
●		The decrease in cash surrender value of life insurance was due primarily to decrease in balance as two death benefits were received on bank owned life insurance policies during the nine months ended September 30, 2020.
●		~~The increase~~ in other noninterest income was due primarily to a ~~$4.0 million gain on sale of~~decrease in mortgage servicing fee income as the Company sold mortgage servicing rights related to $1.24 billion in loans serviced for third parties during third quarter 2021. As of June 30, 2022 and June 30, 2021, the Company maintained servicing rights related to $340.5 million and $1.37 billion, respectively, in loans previously sold to third parties. Offsetting the decreases, there was a $340,000 increase in gain from death benefit received on one bank owned life insurance policy during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 compared to none during the ~~nine~~six months ended ~~September~~June 30, 2020. Additionally, mortgage servicing fee income increased as loans sold with servicing rights retained increased (before the sale) due to market conditions. Offsetting the increases, other income decreased primarily from a decrease in gains from death benefits received on two bank owned life insurance policies that occured during the nine months ended September 30, 2020.2021

Table of Contents

Noninterest Expenses

Nine months ended September 30,
2021 2020 $ Change % Change
(Dollars in Thousands)

Compensation, payroll taxes, and other employee benefits $ $102,278 $ 100,695 $ 1,583 1.6 %
Occupancy, office furniture and equipment 7,346 7,744 (398 ) (5.1 )%
Advertising 2,570 2,625 (55 ) (2.1 )%
Data processing 2,871 3,023 (152 ) (5.0 )%
Communications 988 994 (6 ) (0.6 )%
Professional fees 804 7,647 (6,843 ) (89.5 )%
Real estate owned (11 ) 55 (66 ) (120.0 )%
Loan processing expense 3,670 3,620 50 1.4 %
Other 9,104 9,495 (391 ) (4.1 )%
Total noninterest expenses $ $129,620 $ 135,898 $ (6,278 ) (4.6 )%

	Six months ended June 30,
	2022		2021			$ Change			% Change
Compensation, payroll taxes, and other employee benefits	$	51,328	$	68,049		$	(16,721	)		(24.6	)%
Occupancy, office furniture, and equipment		4,244		4,858			(614	)		(12.6	)%
Advertising		1,867		1,735			132			7.6	%
Data processing		2,346		1,885			461			24.5	%
Communications		598		657			(59	)		(9.0	)%
Professional fees		810		254			556			218.9	%
Real estate owned		5		(12	)		17			(141.7	)%
Loan processing expense		2,565		2,535			30			1.2	%
Other		6,221		6,336			(115	)		(1.8	)%
Total noninterest expenses	$	69,984	$	86,297		$	(16,313	)		(18.9	)%

Total noninterest expenses decreased ~~$6.3~~$16.3 million, or ~~4.6%~~18.9%, to ~~$129.6~~$70.0 million during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 compared to ~~$135.9~~$86.3 million during the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~

2021.

●		●	Compensation, payroll taxes and other employee ~~benefit~~benefits expense at our mortgage banking segment ~~increased $1.3~~decreased $16.7 million, or ~~1.5%~~28.6%, to ~~$87.4~~$41.7 million ~~for~~during the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. The ~~increase~~decrease in compensation expense was primarily ~~due~~related to ~~an increase in salaries to meet loan demand offset by a decrease in~~decreased commission expense and branch manager ~~pay~~compensation driven by decreased loan origination volume and branch profitability as gross ~~margin pressure reduced branch profitability.~~margins decreased.
●	●	Compensation, payroll taxes and other employee benefits expense at the community banking segment ~~increased $135,000,~~decreased $41,000, or ~~0.9%~~0.4%, to ~~$15.2~~$9.8 million during the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. The increase was primarily due to a decrease in ESOP expense as the average stock average price has decreased compared to the quarter ending June 30, 2021, offset by an increase in ~~employee stock ownership plan expenses offset by a decrease in salaries.~~health insurance expense and salaries due to annual raises.
●	●	Occupancy, office furniture and equipment expense at the mortgage banking segment decreased ~~$465,000~~$515,000, or 17.5%, to ~~$4.5~~$2.4 million during the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, primarily resulting from lower rent and depreciation expense.
●	●	Occupancy, office furniture and equipment expense at the community banking segment ~~increased $67,000~~decreased $99,000, or 5.2%, to ~~$2.8~~$1.8 million during the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. The ~~increase~~decrease was due primarily to decreased snow ~~plowing~~removal expense and ~~computer supplies expenses.~~repairs expense.
●	●	Advertising expense ~~decreased $95,000 at the community banking segment as customer promotional offers decreased. Offsetting the decrease at the community banking segment, advertising expense~~ increased ~~$40,000 at the mortgage banking segment to attract customers in a competitive mortgage environment.~~
●		~~Data processing expense decreased $152,000,~~$132,000, or ~~5.0%~~7.6%, to ~~$2.9~~$1.9 million during the ~~nine~~six months ended ~~September~~June 30, 2021. This was primarily due to decreased data conversion expenses as the new ditigal banking platform rollout at the community banking segment occured during the nine months ended September 30, 2020 offset by other technology investments at both the community banking and mortgage banking segments.
●		Professional fees expense decreased $6.8 million to $804,000 primarily as a result of a decrease in legal fees at the mortgage banking segment primarily related to receiving a legal settlement in 2021 and lower litigation costs compared to the prior year as the Herrington settlement was resolved in 2020.
●		~~Loan processing expense increased $50,000 to $3.7 million during the nine months ended September 30, 2021.~~2022. This was primarily due to an increase at the mortgage banking segment in ~~loan costs associated with the application volumes.~~an effort to increase new customers.
	●	Data processing expense increased $461,000, or 24.5%, to $2.3 million during the six months ended June 30, 2022. This was primarily due to increases at the community banking and mortgage banking segments for continued investments in technology and security.
	●	Professional fees increased $556,000, 218.9%, to $810,000 during the six months ended June 30, 2022. The increase related to receiving a countersuit settlement at the mortgage banking segment during the six months ended June 30, 2021.
	●	Other noninterest expense decreased ~~$391,000 for~~$115,000, or 1.8%, to $6.2 million during the ~~nine~~six months ended ~~September~~June 30, ~~2021 due to decreases at the mortgage banking and community banking segments.~~2022. The decrease at the mortgage banking segment ~~was primarily~~related to a decrease in the amortization expense on mortgage servicing rights due to ~~decreased provision for loan~~the bulk sale ~~losses as there was additional uncertainity in the prior year regarding selling loans to third party investors from COVID-19 pandemic challenges. Offsetting these decreases, amortization expense~~ of mortgage servicing rights ~~increased as~~during the ~~value~~third quarter of 2021. Offsetting the ~~servicing portfolio has increased in 2021 compared to 2020. Other~~decrease at the mortgage banking segment, other noninterest expenses ~~decreased~~increased at the community banking segment ~~due primarily~~as certain loan expenses increased during the six months ended June 30, 2022 compared to ~~a decrease in certain loan-related expenses offset by a decrease of credits received for FDIC premiums in 2020 but not in~~the six months ended June 30, 2021.

Income Taxes

Income tax expense ~~totaled $18.2~~decreased $9.0 million, or 70.5% , to $3.8 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 compared to ~~$17.8~~$12.8 million during the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021. Income tax expense was recognized on the statement of income during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 at an effective rate of ~~23.8%~~22.1% of pretax income compared to ~~25.0%~~24.5% during the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~ ~~During~~2021. The decrease in the ~~nine months ended September 30, 2021,~~effective rate reflects an increase of permanent deductions relative to the ~~Company recorded a $949,000 return to provision~~amount of pretax income ~~tax adjustment to reflect actual~~and additionally the 2022 rate reflects the lower state tax apportionment based on the final 2020 tax returns.

Table of Contents

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

2021

Total Assets–Total assets ~~increased~~decreased by ~~$49.5~~$274.8 million, or ~~2.3%~~12.4%, to ~~$2.23~~$1.94 billion at ~~September~~June 30, ~~2021~~2022 from ~~$2.18~~$2.22 billion at December 31, ~~2020.~~2021. The ~~increase~~decrease in total assets primarily reflects ~~an increase~~a decrease in cash and cash equivalents and ~~securities available~~loans held for sale, partially offset by ~~a decrease~~an increase in ~~loans receivable and~~ loans held for ~~sale.~~investment, securities available for sale and other assets. The total assets ~~increase~~decrease reflects liability ~~increases~~decreases in deposits and ~~advance payments by borrowers for taxes along with net income.~~

borrowings.

Cash and Cash Equivalents–Cash and cash equivalents ~~increased $263.8~~decreased $254.5 million, or ~~278.4%~~67.6%, to ~~$358.6~~$122.2 million at ~~September~~June 30, ~~2021,~~2022, compared to ~~$94.8~~$376.7 million at December 31, ~~2020.~~2021. The ~~increase~~decrease in cash and cash equivalents primarily reflects the ~~additional source of funds through an increase~~increases in ~~deposits and advance payments by borrowers for taxes, as well as paydowns of loans receivable and~~ loans held for ~~sale.~~

investment, securities available for sale and decrease of funding sources from deposits and borrowings.

Securities Available for Sale– Securities available for sale increased ~~$15.2~~$21.5 million to ~~$174.8~~$200.5 million at ~~September~~June 30, ~~2021.~~2022. The increase was primarily due to purchases of mortgage-related securities as the interest rates continue to rise. The purchases are exceeding security paydowns for the year and maturities of debt securities.

Loans Held for Sale - Loans held for sale decreased ~~$76.0~~$106.0 million to ~~$326.0~~$206.7 million at ~~September~~June 30, ~~2021~~2022 due to the decrease of refinancing and purchase activity resulting from the increase in mortgage rates.

Loans Receivable - Loans receivable held for investment ~~decreased $148.3~~increased $70.8 million to ~~$1.23~~$1.28 billion at ~~September~~June 30, ~~2021.~~2022. The ~~decrease~~increase in total loans receivable was attributable to ~~decreases~~increases in each of the one- to four-family, multi-family, ~~construction~~ and ~~land, home equity,~~ commercial ~~and consumer~~real estate loan categories.

The following table shows loan originations during the periods indicated.

For the
Nine months ended September 30,
2021 2020

Real estate loans originated for investment:
Residential
One- to four-family $ 43,137 $ 90,290
Multi-family 81,722 133,027
Home equity 4,736 4,914
Construction and land 23,358 41,418
Commercial real estate 33,552 26,637
Total real estate loans originated for investment 186,505 296,286
Consumer loans originated for investment 23 275
Commercial business loans originated for investment 19,922 41,944
Total loans originated for investment $ 206,450 $ 338,505

	For the
	Six months ended June 30,
	2022		2021
	(In Thousands)
Real estate loans originated for investment:
Residential
One- to four-family	$	66,720	$	29,685
Multi-family		156,501		55,029
Home equity		174		3,225
Construction and land		1,729		3,051
Commercial real estate		59,182		16,913
Total real estate loans originated for investment		284,306		107,903
Consumer loans originated for investment		46		23
Commercial business loans originated for investment		2,985		19,908
Total loans originated for investment	$	287,337	$	127,834

Table of Contents

Allowance for ~~Loan~~Credit Losses - Loans - The allowance for loan losses ~~decreased $2.0~~increased $1.5 million to ~~$16.8~~$17.3 million at ~~September~~June 30, ~~2021.~~2022. The ~~decrease~~increase primarily resulted from the CECL model adoption on January 1, 2022. The CECL calculation resulted in an opening balance adjustment of $430,000 to increase the allowance for credit losses. Additionally, net recoveries totaled $723,000 for the six months ended June 30, 2022. With the adoption of CECL, estimated recoveries may be accounted for within the calculation and do not impact the provision for credit losses line item when cash is received.

There was a ~~negative~~ provision ~~due~~for credit losses - loans of $340,000 for the six months ended June 30, 2022. During the six months ended June 30, 2022, we made adjustments to ~~improvement~~our forecast factor to reflect the current economic forecast, and qualitative factors, primarily to account for the changes in certain economic factors, decreasing the required allowance related to the loans collectively reviewed. The overall decrease was primarily related to each of the one- to four-family, home equity, constructioninternal metrics and ~~land, commercial real estate, and consumer categories.~~external risk factors. See Note 3 - Loans Receivable of the notes to unaudited consolidated financial statements for further discussion on the allowance for ~~loan~~credit losses.

~~Real Estate Owned~~– Total real estate owned decreased $174,000 to $148,000 at September 30, 2021. During the nine months ended September 30, 2021, no loans were transferred from loans receivable to real estate owned upon completion of foreclosure. During the same period, sales of real estate owned totaled $172,000. There was $2,000 in other activity applied to the balance and no writedowns during the nine months ended September 30, 2021.

Prepaid expenses and other assets– Total prepaid expenses and other assets ~~decreased $5.2~~increased $3.2 million to ~~$52.4~~$48.4 million at ~~September~~June 30, ~~2021.~~2022. The ~~decrease~~increase was primarily due to ~~the sale of mortgage servicing rights along with decreases in derivative assets and unrealized gain on loan swaps offset by~~ an increase in funding receivable on loans ~~sold.~~

sold at the mortgage banking segment and deferred taxes increased as unrealized losses on available for sale securities increased due to rising interest rates.

Deposits – Total deposits ~~increased $61.7~~decreased $20.2 million to ~~$1.25~~$1.21 billion at ~~September~~June 30, ~~2021.~~2022. The ~~increase~~decrease was driven by a decrease of $38.7 million in time deposits offset by an increase of ~~$76.4~~$15.6 million in demand deposits and $2.9 million in money market and savings ~~deposits and $28.9 million in demand deposits offset by a decrease of $43.6 million in time~~ deposits.

Borrowings – Total borrowings decreased ~~$33.1~~$196.0 million, or ~~6.5%~~41.1%, to ~~$475.0~~$281.1 million at ~~September~~June 30, ~~2021.~~2022. The community banking segment paid off ~~$24.0~~$200.0 million in ~~short-term~~long-term FHLB borrowings. External short-term borrowings at the mortgage banking segment ~~decreased~~increased a total of ~~$9.1~~$4.0 million at ~~September~~June 30, ~~2021~~2022 from December 31, ~~2020.~~

2021.

Advance Payments by Borrowers for Taxes - Advance payments by borrowers for taxes increased ~~$21.8~~$13.2 million to ~~$25.3~~$17.3 million at ~~September~~June 30, ~~2021.~~2022. The increase was the result of payments received from borrowers for their real estate taxes and is seasonally normal, as balances increase during the course of the calendar year until real estate tax obligations are paid in the fourth quarter.

Other Liabilities - Other liabilities decreased ~~$30.3~~$25.4 million to ~~$44.7~~$43.1 million at ~~September~~June 30, ~~2021 compared to December 31, 2020.~~2022. Other liabilities decreased primarily due to a seasonal decrease in outstanding checks related to advance payments by borrowers for taxes. The Company receives payments from borrowers for their real estate taxes during the course of the calendar year until real estate tax obligations are paid in the fourth quarter. At the time at which the disbursements are made, the outstanding checks are classified as other liabilities in the statements of financial condition. These amounts remain classified as other liabilities until settled. Additionally, other liabilities decreased due to the payment of the ~~legal settlement and~~special dividend in the first quarter.

Shareholders’ Equity – Shareholders' equity decreased $46.4 million to $386.4 million at June 30, 2022. Shareholders' equity decreased primarily due to the declaration of dividends, a decrease in the ~~liability related~~fair value of the security portfolio, the repurchase of stock and the adoption of CECL. Partially offsetting the decreases, there were increases due to ~~forward commitments to sell loans at~~ the ~~mortgage banking segment.~~

~~Shareholders’ Equity~~ ~~– Shareholders' equity increased $29.5 million to $442.6 million at September 30, 2021 from December 31, 2020. Shareholders' equity increased primarily due to~~ net income, additional paid-in capital as stock options were exercised and equity awards vested, and unearned ESOP shares vesting. ~~Partially offsetting the increases, there were decreases due to the declaration~~

Table of ~~dividends, a decrease in the fair value of the security portfolio, and the repurchase of stock.~~

53Contents

ASSET QUALITY

NONPERFORMING ASSETS

At September 30, At December 31,
2021 2020
(Dollars in Thousands)
Non-accrual loans:
Residential
One- to four-family $ 3,797 $ 5,072
Multi-family 129 341
Home equity 46 63
Construction and land - 43
Commercial real estate - 41
Commercial - -
Consumer - -
Total non-accrual loans 3,972 5,560

Real estate owned
One- to four-family - -
Multi-family - -
Construction and land 148 322
Commercial real estate - -
Total real estate owned 148 322
Total nonperforming assets $ 4,120 $ 5,882

Total non-accrual loans to total loans 0.32 % 0.40 %
Total non-accrual loans to total assets 0.18 % 0.25 %
Total nonperforming assets to total assets 0.18 % 0.27 %

	At June 30,			At December 31,
	2022			2021
	(Dollars in Thousands)
Non-accrual loans:
Residential
One- to four-family	$	7,404		$	5,420
Over four-family		-			128
Home equity		89			26
Construction and land		-			-
Commercial real estate		-			-
Commercial		-			-
Consumer		-			-
Total non-accrual loans		7,493			5,574

Real estate owned
Construction and land		148			148
Total real estate owned		148			148
Total nonperforming assets	$	7,641		$	5,722

Total non-accrual loans to total loans, net		0.59	%		0.46	%
Total non-accrual loans to total assets		0.39	%		0.25	%
Total nonperforming assets to total assets		0.39	%		0.26	%

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

Table of Contents

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

At or for Nine Months
Ended September 30,
2021 2020
(In Thousands)

Balance at beginning of period $ 5,560 $ 7,025
Additions 1,320 2,327
Transfers to real estate owned - (369 )
Charge-offs (12 ) (3 )
Returned to accrual status (1,544 ) (1,563 )
Principal paydowns and other (1,352 ) (1,376 )
Balance at end of period $ 3,972 $ 6,041

	At or for the Six Months
	Ended June 30,
	2022			2021
	(In Thousands)

Balance at beginning of period	$	5,574		$	5,560
Additions		2,774			997
Transfers to real estate owned		-			-
Charge-offs		-			-
Returned to accrual status		(20	)		(1,359	)
Principal paydowns and other		(835	)		(846	)
Balance at end of period	$	7,493		$	4,352

Total non-accrual loans ~~decreased~~increased by ~~$1.6~~$1.9 million, or ~~28.6%~~34.4%, to ~~$4.0~~$7.5 million as of ~~September~~June 30, ~~2021~~2022 compared to $5.6 million as of December 31, ~~2020.~~2021. The ratio of non-accrual loans to total loans receivable was ~~0.32%~~0.59% at ~~September~~June 30, ~~2021~~2022 compared to ~~0.40%~~0.46% at December 31, ~~2020.~~2021. During the ~~nine~~six months ended ~~September~~June 30, ~~2021, $1.3~~2022, $2.8 million in loans were placed on non-accrual status. Offsetting this activity, ~~$1.5 million returned to accrual status and $1.4 million~~$835,000 in principal payments were received during the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~

2022.

Of the ~~$4.0~~$7.5 million in total non-accrual loans as of ~~September~~June 30, ~~2021, $3.2~~2022, $5.9 million in loans have been specifically reviewed to assess whether a specific valuation allowance is necessary. A specific valuation allowance is established for an amount equal to the impairment when the carrying value of the loan exceeds the present value of expected future cash flows, discounted at the loan's original effective interest rate or the fair value of the underlying collateral with an adjustment made for costs to dispose of the asset. Based upon these specific reviews, a total of ~~$81,000~~$30,000 in cumulative partial net charge-offs have been recorded over the life of these loans as of ~~September~~June 30, ~~2021.~~2022. Partially charged-off loans measured for impairment based upon net realizable collateral value are maintained in a "non-performing" status and are disclosed as impaired loans. There were no specific reserves as of ~~September~~June 30, ~~2021.~~2022. The remaining ~~$797,000~~$1.6 million of non-accrual loans were reviewed on an aggregate basis ~~and $120,000 in general valuation allowance was deemed appropriate related to those loans~~ as of ~~September~~June 30, ~~2021. The $120,000 in valuation allowance is based upon a migration analysis performed with respect to similar non-accrual loans in prior periods.~~

2022.

The outstanding principal balance of our five largest non-accrual loans as of ~~September~~June 30, ~~2021~~2022 totaled ~~$2.2~~$4.5 million, which represents ~~55.8%~~59.7% of total non-accrual loans as of that date. These five loans have not had any cumulative life-to-date net charge-offs and no specific specific reserve was deemed necessary based on net realizable collateral value with respect to these five loans as of ~~September~~June 30, ~~2021.~~

2022.

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

As of ~~September~~June 30, 2022 and December 31, 2021, there were no loans 90 or more days past due and still accruing interest. As

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

55Contents

TROUBLED DEBT RESTRUCTURINGS

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

As of September 30, 2021
Accruing Non-accruing Total
(In Thousands)

One- to four-family $ 1,153 $ 1,695 $ 2,848
Commercial real estate 1,222 - 1,222
Commercial 1,097 - 1,097
$ 3,472 $ 1,695 $ 5,167

As of December 31, 2020
Accruing Non-accruing Total
(In Thousands)

One- to four-family $ 2,733 $ 532 $ 3,265
Commercial real estate 7,207 - 7,207
Commercial 1,097 - 1,097
$ 11,037 $ 532 $ 11,569

	As of June 30, 2022
	Accruing		Non-accruing		Total
	(In Thousands)

One- to four-family	$	-	$	2,045	$	2,045
	$	-	$	2,045	$	2,045

	As of December 31, 2021
	Accruing		Non-accruing		Total
	(In Thousands)

One- to four-family	$	-	$	1,670	$	1,670
Commercial real estate		1,222		-		1,222
Commercial		1,097		-		1,097
	$	2,319	$	1,670	$	3,989

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

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

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

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

Table of December 31, 2019 were allowed for modifications if the borrower experienced a COVID-19 hardship. As of September 30, 2021, the Company had $559,000 of one- to four-family loans subject to the deferral of principal and interest. In accordance with the CARES Act, these short term deferrals are not considered troubled debt restructurings.

56Contents

LOAN DELINQUENCY

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

At September 30, At December 31,
2021 2020
(Dollars in Thousands)

Loans past due less than 90 days $ 7,854 $ 3,938
Loans past due 90 days or more 3,378 3,958
Total loans past due $ 11,232 $ 7,896

Total loans past due to total loans receivable 0.92 % 0.57 %

	At June 30,			At December 31,
	2022			2021
	(Dollars in Thousands)

Loans past due less than 90 days	$	1,439		$	2,694
Loans past due 90 days or more		6,233			4,368
Total loans past due	$	7,672		$	7,062

Total loans past due to total loans receivable		0.60	%		0.59	%

Past due loans increased by ~~$3.3 million,~~$610,000, or ~~42.2%~~8.6%, to ~~$11.2~~$7.7 million at ~~September~~June 30, ~~2021~~2022 from ~~$7.9~~$7.1 million at December 31, ~~2020.~~2021. Loans past due less than 90 days ~~increased~~decreased by ~~$3.9~~$1.3 million, or ~~99.4%~~46.6%, primarily ~~in the multifamily loan category offset by a decrease~~ in the one- to four-family loan category during the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022. Loans past due 90 days or more ~~decreased~~increased by ~~$580,000,~~$1.9 million, or ~~14.7%~~42.7%, primarily in the one- to four-family loan category.

~~REAL ESTATE OWNED~~

Total real estate owned decreased by $174,000 to $148,000 at September 30, 2021, compared to $322,000 at December 31, 2020. During the nine months ended September 30, 2021, no loans were transferred to real estate owned upon completionTable of foreclosure. During the same period, sales of real estate owned totaled $172,000. There was $2,000 in other activity applied to the balance and were no write downs during the nine months ended September 30, 2021. New appraisals received on real estate owned and collateral dependent impaired loans are based upon an “as is value” assumption. During the period of time in which we are awaiting receipt of an updated appraisal, loans evaluated for impairment based upon collateral value are measured by the following:

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

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

57Contents

ALLOWANCE FOR ~~LOAN~~CREDIT LOSSES

At or for Nine Months
Ended September 30,
2021 2020
(Dollars in Thousands)

Balance at beginning of period $ 18,823 $ 12,387
Provision (credit) for loan losses (2,520 ) 6,310
Charge-offs:
Mortgage
One- to four-family 105 9
Multi-family - 5
Home equity - 13
Commercial real estate 10 -
Construction and land 13 -
Consumer 10 10
Commercial - -
Total charge-offs 138 37
Recoveries:
Mortgage
One- to four-family 522 132
Multi-family 36 17
Home equity 12 22
Commercial real estate 3 11
Construction and land 52 2
Consumer - -
Commercial - -
Total recoveries 625 184
Net recoveries (487 ) (147 )
Allowance at end of period $ 16,790 $ 18,844

Ratios:
Allowance for loan losses to non-accrual loans at end of period 422.71 % 311.94 %
Allowance for loan losses to loans receivable at end of period 1.37 % 1.31 %
Net recoveries to average loans outstanding (annualized) (0.05 )% (0.01 )%
(Provision) credit for loan losses to net recoveries 517.45 % (4,292.52 )%
Net recoveries to beginning of the period allowance (annualized) (3.46 )% (1.59 )%

- LOANS

	At or for the Six Months
	Ended June 30,
	2022			2021(1)
	(Dollars in Thousands)

Balance at beginning of period	$	15,778		$	18,823
Adoption		430			-
Provision (credit) for credit losses - loans		340			(1,820	)
Charge-offs:
Mortgage
One- to four-family		65			39
Multi family		-			-
Home Equity		-			-
Commercial real estate		-			-
Construction and land		-			-
Consumer		5			-
Commercial		-			-
Total charge-offs		70			39
Recoveries:
Mortgage
One- to four-family		43			350
Multi family		726			35
Home Equity		10			8
Commercial real estate		2			2
Construction and land		12			51
Consumer		-			-
Commercial		-			-
Total recoveries		793			446
Net recoveries		(723	)		(407	)
Allowance at end of period	$	17,271		$	17,410

Ratios:
Allowance for credit losses to non-accrual loans at end of period		230.50	%		400.05	%
Allowance for credit losses to loans receivable at end of period		1.35	%		1.34	%
Net recoveries to average loans outstanding (annualized)		(0.12	)%		(0.06	)%
Current year provision (credit) for credit losses - loans to net recoveries		(47.03	)%		447.17	%
Net recoveries (annualized) to beginning of the year allowance		(9.24	)%		(4.36	)%

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

The allowance for ~~loan~~credit losses ~~decreased $2.0~~- loans increased $1.5 million to ~~$16.8~~$17.3 million at ~~September~~June 30, ~~2021, compared to $18.8~~2022 from $15.8 million at December 31, ~~2020.~~2021. The ~~decrease~~increase primarily resulted from the CECL model adoption on January 1, 2022. The CECL calculation resulted in an opening balance adjustment of $430,000 to increase the allowance for ~~loan losses reflects~~credit losses. Additionally, net recoveries totaled $723,000 for the ~~$2.5 million negative~~six months ended June 30, 2022. With the adoption of CECL, estimated recoveries may be accounted for within the calculation and do not impact the provision for loan losses. The negative provision recorded during the current year reflects adjustments to our qualitative factors, primarily to account for the slight improvement in certain economic factors along with a decrease in loan balance.

credit losses line item when cash is received.

We had net recoveries of ~~$487,000,~~$723,000, or ~~0.05%~~0.12% of average loans annualized, for the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, compared to net recoveries of ~~$147,000,~~$407,000, or ~~less than 0.01%~~0.06% of average loans annualized, for the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021. Of the ~~$487,000~~$723,000 in net recoveries during the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, the majority of the activity related to loans secured by ~~one- to four-family residential, construction and land, and~~ multi-family loan categories.

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

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

~~Management is validating the CECL model and methodologies; however we expect the change in the allowance for~~ credit loss, including reserves for unfunded commitments, not to exceed 110% of the September 30, 2021 allowance based on a parallel computation. When finalized, this one-time increase as a result of the adoption of CECL will be recorded, net of tax, as an adjustment to retained earnings effective on the earlier of the fiscal year beginning after the termination date of the national emergency declaration by the President or January 1, 2022. This estimate is subject to change based on continuing refinement and validation of the model and methodologies.

losses - loans.

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

Liquidity and Capital Resources

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

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

During the ~~nine~~six months ended ~~September~~June 30, 2022, primary uses of cash and cash equivalents included: $1.45 billion in funding loans held for sale, $70.0 to fund loans held for investment, $68.2 million for purchases of mortgage related securities, $195.0 million for payoffs of long-term borrowings, $21.8 million for cash dividends paid, $20.2 million for decrease in deposits, and $37.9 million for purchases of our common stock.

During the six months ended June 30, 2022, primary sources of cash and cash equivalents included: $1.59 billion in proceeds from the sale of loans held for sale, $17.4 million in principal repayments on mortgage related securities, $11.4 million in maturities of debt securities, $8.1 million in sales of FHLB stock, and $13.3 million in net income.

During the six months ended June 30, 2021, primary uses of cash and cash equivalents included: ~~$3.21~~$2.16 billion in funding loans held for sale, ~~$55.3~~$39.9 million for purchases of mortgage related securities, $33.1 million for short-term borrowings, ~~$26.3~~$21.5 million for cash dividends paid, ~~$4.7 million for purchases of our common stock,~~ and $4.3 million to pay a legal settlement.

During the ~~nine~~six months ended ~~September~~June 30, 2021,, primary sources of cash and cash equivalents included: ~~$3.44~~$2.32 billion in proceeds from the sale of loans held for sale, ~~$148.8~~$79.1 million for net loan receivables decrease, ~~$61.7~~$46.2 million from an increase in deposits, ~~$30.8~~$21.1 million in principal repayments on mortgage related securities, ~~$6.4 million in maturies of debt securities, and $58.2 million in net income.~~

During the nine months ended September 30, 2020, primary uses of cash and cash equivalents included: $3.06 billion in funding loans held for sale, $46.3 million for funding of loans receivable, $32.7 million in purchases of our common stock, $21.7 million for cash dividends paid, $5.6 million for purchases of FHLB stock, $4.5 million for purchases of mortgage related securities, and $5.0 million for purchases of debt securities.

During the nine months ended September 30, 2020, primary sources of cash and cash equivalents included: $3.07 billion in proceeds from the sale of loans held for sale, $34.0 million in proceeds from short-term FHLB borrowings, $34.6 million in proceeds from additional short-term borrowings, $116.9 million from an increase in deposits, $33.6 million in principal repayments on mortgage related securities, $3.8$4.2 million in maturities of debt securities, ~~$53.3~~and $39.2 million in net ~~income, $9.6 million in proceeds from death benefits on bank owned life insurance, and a $9.9 million increase in advance payments by borrowers for taxes.~~

income.

A portion of our liquidity consists of cash and cash equivalents, which are a product of our operating, investing and financing activities. At ~~September~~June 30, 2022 and 2021, ~~and 2020,~~ respectively, ~~$358.6~~$122.2 million and ~~$76.9~~$228.7 million of our assets were invested in cash and cash equivalents. At ~~September~~June 30, ~~2021,~~2022, cash and cash equivalents were comprised of the following: ~~$327.3~~$87.4 million in cash held at the Federal Reserve Bank and other depository institutions and ~~$31.3~~$34.8 million in federal funds sold and short-term investments. Our primary sources of cash are principal repayments on loans, proceeds from the calls and maturities of debt and mortgage-related securities, increases in deposit accounts, advances from the FHLB, and repurchase agreements from other institutions.

Liquidity management is both a daily and longer-term function of business management. If we require funds beyond our ability to generate them internally, borrowing agreements exist with the FHLB which provide an additional source of funds. At ~~September~~June 30, ~~2021,~~2022, we had ~~$470.0~~$275.0 million in long term advances from the FHLB with contractual maturity dates in 2027, 2028, and 2029. The 2027 advance has a contractual maturity date in December 2027. There are ~~eight~~two advances that have contractual maturities in ~~2028. Two of the~~2028.There are three advances with contractual maturities in 2029. The 2028 and 2029 advance maturities have quarterly call options ~~which began in~~currently available.

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At June 2020 and September 2020. There are four advances with contractual maturities in 2029. Three advances have quarterly call options currently available and the other advance has an option beginning in May 2022.

~~At September~~ 30, ~~2021,~~2022, we had outstanding commitments to originate loans receivable of ~~$44.6~~$66.8 million. In addition, at ~~September~~June 30, ~~2021,~~2022, we had unfunded commitments under construction loans of ~~$69.2~~$29.5 million, unfunded commitments under business lines of credit of ~~$19.9~~$17.9 million and unfunded commitments under home equity lines of credit and standby letters of credit of ~~$14.2~~$12.7 million. At ~~September~~June 30, ~~2021,~~2022, certificates of deposit scheduled to mature in one year or less totaled ~~$576.6~~$494.6 million. Based on prior experience, management believes that, subject to the Bank’s funding needs, a significant portion of such deposits will remain with us, although there can be no assurance that this will be the case. In the event a significant portion of our deposits is not retained by us, we will have to utilize other funding sources, such as FHLB advances, in order to maintain our level of assets. However, we cannot assure that such borrowings would be available on attractive terms, or at all, if and when needed. Alternatively, we could reduce our level of liquid assets, such as our cash and cash equivalents and securities available-for-sale in order to meet funding needs. In addition, the cost of such deposits may be significantly higher if market interest rates are higher or there is an increased amount of competition for deposits in our market area at the time of renewal.

Waterstone Financial, Inc. is a separate legal entity from WaterStone Bank and must provide for its own liquidity to pay dividends to its shareholders, repurchase shares of its common stock, and for other corporate purposes. The primary source of liquidity for Waterstone Financial, Inc. is dividend payments from WaterStone Bank. The ability of WaterStone Bank to pay dividends is subject to regulatory restrictions. At ~~September~~June 30, ~~2021,~~2022, Waterstone Financial, Inc. (on an unconsolidated basis) had liquid assets totaling ~~$46.8~~$57.2 million.

Capital

Shareholders' equity ~~increased $29.5~~decreased $46.4 million to ~~$442.6~~$386.4 million at ~~September~~June 30, ~~2021 from December 31, 2020.~~2022. Shareholders' equity ~~increased~~decreased primarily due to the declaration of dividends, a decrease in the fair value of the security portfolio, the repurchase of stock and the adoption of CECL. Partially offsetting the decreases, there were increases due to the net income, additional paid-in capital as stock options were exercised and equity awards vested, and unearned ESOP shares vesting. ~~Partially offsetting the increases, there were decreases due to the declaration of dividends, a decrease in the fair value of the security portfolio, and the repurchase of stock.~~

The Company's Board of Directors authorized a stock repurchase program in the ~~third~~fourth quarter of ~~2020.~~2021. As of ~~September~~June 30, ~~2021,~~2022, the Company ~~had repurchased 11.0~~has 1.4 million shares ~~at an average price of $14.51 under previously approved stock repurchase plans.~~

remaining in the plan.

WaterStone Bank is subject to various regulatory capital requirements, including a risk-based capital measure. The risk-based capital guidelines include both a definition of capital and a framework for calculating risk-weighted assets by assigning assets and off-balance sheet items to broad risk categories. At ~~September~~June 30, ~~2021,~~2022, WaterStone Bank exceeded all regulatory capital requirements and is considered “well capitalized” under regulatory guidelines. See “Notes to Unaudited Consolidated Financial Statements - Note 87 - Regulatory Capital.”

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

~~The following tables present information indicating various contractual obligations and commitments~~

During the three months ended June 30, 2022, we repaid $45.0 million in FHLB long-term debt. During the six months ended June 30, 2022, we repaid $195.0 million in FHLB long-term debt.

See Note 6 - Borrowings of the ~~Company as~~notes to unaudited consolidated financial statements for additional information about the remaining maturities of ~~September 30, 2021~~our FHLB long-term debt.

Our commitments, contingent liabilities, and off-balance sheet arrangements have not changed materially since previously reported in our Annual Report on Form 10-K for the ~~respective maturity dates.~~

More than More than
One Year Three Years Over
One Year Through Through Five
Total or Less Three Years Five Years Years
(In Thousands)
Demand deposits (3) $ 217,078 $ $217,078 $ - $ - $ -
Money market and savings deposits (3) 371,719 371,719 - - -
Time deposit (3) 657,767 576,578 79,238 1,951 -
Federal Home Loan Bank advances (1) 475,000 5,000 - - 470,000
Operating leases (2) 7,453 2,582 3,249 793 829
$ 1,729,017 $ $1,172,957 $ $82,487 $ $2,744 $ $470,829

⁽¹⁾ ~~Secured under a blanket security agreement on qualifying assets, principally, mortgage loans. Excludes interest which will accrue on the advances. See call provisions in Note 7 - Borrowings.~~

⁽²⁾ ~~Represents non-cancelable operating leases for offices and equipment.~~

⁽³⁾ ~~Excludes interest.~~

year ended December 31, 2021.

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

~~Off-Balance Sheet Commitments~~

~~The following table details the amounts and expected maturities~~Table of ~~significant off-balance sheet commitments as of September 30, 2021.~~

More than More than
One Year Three Years Over
One Year Through Through Five
Total or Less Three Years Five Years Years
(In Thousands)
Real estate loan commitments (1) $ 44,643 $ 44,643 $ - $ - $ -
Unused portion of home equity lines of credit (2) 13,218 13,218 - - -
Unused portion of construction loans (3) 69,198 69,198 - - -
Unused portion of business lines of credit 19,864 19,864 - - -
Standby letters of credit 954 954 - - -
Total Other Commitments $ 147,877 $ 147,877 $ - $ - $ -

General: Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract and generally have fixed expiration dates or other termination clauses.

⁽¹⁾ ~~Commitments for loans are extended to customers for up to 90 days after which they expire.~~

⁽²⁾ ~~Unused portions of home equity loans are available to the borrower for up to 10 years.~~

⁽³⁾ ~~Unused portions of construction loans are available to the borrower for up to one year.~~

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Item3. Quantitative and Qualitative Disclosures about Market Risk

Management of Market Risk

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

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

Income Simulation. Simulation analysis is an estimate of our interest rate risk exposure at a particular point in time. At least quarterly we review the potential effect changes in interest rates may have on the repayment or repricing of rate sensitive assets and funding requirements of rate sensitive liabilities. Our most recent simulation uses projected repricing of assets and liabilities at ~~September~~June 30, ~~2021~~2022 on the basis of contractual maturities, anticipated repayments and scheduled rate adjustments. Prepayment rate assumptions may have a significant impact on interest income simulation results. Because of the large percentage of loans and mortgage-backed securities we hold, rising or falling interest rates may have a significant impact on the actual prepayment speeds of our mortgage related assets that may in turn affect our interest rate sensitivity position. When interest rates rise, prepayment speeds slow and the average expected lives of our assets would tend to lengthen more than the expected average lives of our liabilities and therefore would most likely have a positive impact on net interest income and earnings.

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

Analysis of Net Interest Income Sensitivity

Immediate Change in Rates
+300 +200 +100 -100
(Dollar Amounts in Thousands)
As of September 30, 2021
Dollar Change $ $11,495 8,864 4,964 (2,815 )
Percentage Change 22.84 % 17.61 9.86 (5.59 )

	Immediate Change in Rates
	+300			+200			+100			-100
As of June 30, 2022
Dollar Change	$	(1,268	)		(545	)		(245	)	(1,133	)
Percentage Change		(2.20	)%		(0.95	)		(0.43	)	(1.97	)

At ~~September~~June 30, ~~2021,~~2022, a 100 basis point instantaneous increase in interest rates had the effect of increasing forecast net interest income over the next 12 months by 8.08% while a 100 basis point decrease in rates had the effect of decreasing net interest income by 5.56%.

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Item4. Controls and Procedures

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

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

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The information required by this item is set forth in Part I, Item 1, Note 109 - Commitments, Off-Balance Sheet Arrangements, and Contingent Liabilities.

Item 1A. Risk Factors

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

2021.

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

Following are the Company’s monthly common stock repurchases during the ~~third~~second quarter of ~~2021:~~

Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans
Maximum
Number of
Shares that May
Yet Be
Purchased Under
the Plan^(a)

July 1, 2021 - July 31, 2021 75,953 $ $19.44 75,953 861,537
August 1, 2021 - August 31, 2021 3,154 19.78 3,154 858,383
September 1, 2021 - September 30, 2021 99,000 19.87 99,000 759,383
Total 178,107 $ $19.68 178,107 759,383

2022:

Period	Total Number of Shares Purchased	Average Price Paid per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans	Maximum Number of Shares that May Yet Be Purchased Under the Plan(a)
April 1, 2022 - April 30, 2022	417,700	$18.08	417,700	2,350,217
May 1, 2022 - May 31, 2022	657,371	16.53	657,371	1,692,846
June 1, 2022 - June 30, 2022	342,333	16.87	342,333	1,350,513
Total	1,417,404	$17.07	1,417,404	1,350,513

(a)	On ~~July 21, 2020,~~December 10, 2021, the Board of Directors announced the ~~completion~~termination of the then-existing stock repurchase plan and authorized the repurchase of ~~2,000,000~~3,500,000 shares of common stock pursuant to a new share repurchase plan. This plan has no expiration date.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

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Item 5. Other Information

Not applicable.

Item6. Exhibits

Exhibit No.		Description	Filed Herewith
	31.1	Sarbanes-Oxley Act Section 302 Certification signed by the Chief Executive Officer of Waterstone Financial, Inc.		X
	31.2	Sarbanes-Oxley Act Section 302 Certification signed by the Chief Financial Officer of Waterstone Financial, Inc.		X
	32.1	Certification pursuant to 18 U.S. C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 signed by the Chief Executive Officer of Waterstone Financial, Inc.		X
	32.2	Certification pursuant to 18 U.S. C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 signed by the Chief Financial Officer of Waterstone Financial, Inc.		X
	101	The following financial statements from Waterstone Financial, Inc. Quarterly Report on Form 10-Q for the quarter ended ~~September~~June 30, ~~2021,~~2022, formatted in Inline Extensive Business Reporting Language ~~(XBRL)~~(iXBRL): (i) consolidated statements of financial condition, (ii) consolidated statements of income, (iii) consolidated statements of comprehensive income, (iv) consolidated statements of changes in shareholders' equity, (v) consolidated statements of cash flows and (vi) the notes to consolidated financial statements.		X
	104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)	X	X

Signatures

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

	WATERSTONE FINANCIAL, INC. (Registrant)
Date: ~~November 9, 2021~~August 3, 2022
	/s/ Douglas S. Gordon
	Douglas S. Gordon
	Chief Executive Officer Principal Executive Officer
Date: ~~November 9, 2021~~August 3, 2022
	/s/ Mark R. Gerke
	Mark R. Gerke
	Chief Financial Officer Principal Financial Officer

Maryland	90-1026709
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

11200 W. Plank CourtWauwatosa, Wisconsin	53226
(Address of principal executive offices)	(Zip Code)

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $0.01 Par Value		WSBF		The NASDAQ Stock Market LLC

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

	PageNo.

PART I. FINANCIAL INFORMATION

Item l. Financial Statements
Consolidated Statements of Financial Condition as of ~~September~~June 30, ~~2021~~2022 (unaudited) and December 31, ~~2020~~2021	3
Consolidated Statements of Income for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 (unaudited)	4
Consolidated Statements of Comprehensive Income for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 (unaudited)	5
Consolidated Statements of Changes in Shareholders’ Equity for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 (unaudited)	~~6-7~~6
Consolidated Statements of Cash Flows for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 (unaudited)	8
Notes to Consolidated Financial Statements (unaudited)	~~9-37~~9 -40

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of ~~Operaterions~~Operations	~~38-61~~41 -63
~~Item~~Item 3. Quantitative and Qualitative Disclosures about Market Risk	6264
Item 4. Controls and Procedures	6365

PART II. OTHER INFORMATION

Item 1. Legal Proceedings	6365
Item 1A. Risk Factors	65
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	65
Item 3. Defaults Upon Senior Securities	65
Item 4. Mine Safety Disclosures	65
Item 5. Other Information	6366 63 63 63 64
Item 6. Exhibits	6466
Signatures	6466

	(Unaudited)
	September 30, 2021			December 31, 2020
Assets	(Dollars In Thousands, except share and per share data)
Cash	$	327,288		$	56,190
Federal funds sold		12,097			18,847
Interest-earning deposits in other financial institutions and other short term investments		19,229			19,730
Cash and cash equivalents		358,614			94,767
Securities available for sale (at fair value)		174,830			159,619
Loans held for sale (at fair value)		325,958			402,003
Loans receivable		1,226,834			1,375,137
Less: Allowance for loan losses		16,790			18,823
Loans receivable, net		1,210,044			1,356,314

Office properties and equipment, net		22,676			23,722
Federal Home Loan Bank stock (at cost)		24,438			26,720
Cash surrender value of life insurance		65,050			63,573
Real estate owned, net		148			322
Prepaid expenses and other assets		52,353			57,547
Total assets	$	2,234,111		$	2,184,587

Liabilities and Shareholders’ Equity
Liabilities:
Demand deposits	$	217,078		$	188,225
Money market and savings deposits		371,719			295,317
Time deposits		657,767			701,328
Total deposits		1,246,564			1,184,870

Borrowings		475,000			508,074
Advance payments by borrowers for taxes		25,298			3,522
Other liabilities		44,678			75,003
Total liabilities		1,791,540			1,771,469

Shareholders’ equity:
Preferred stock (par value $0.01 per share)
Authorized - 50,000,000 shares at September 30, 2021 and at December 31, 2020, 0 shares issued		0			0
Common stock (par value $0.01 per share)
Authorized - 100,000,000 shares at September 30, 2021 and at December 31, 2020
Issued - 25,038,054 at September 30, 2021 and 25,087,976 at December 31, 2020
Outstanding - 25,038,054 at September 30, 2021 and 25,087,976 at December 31, 2020		250			251
Additional paid-in capital		179,312			180,684
Retained earnings		277,316			245,287
Unearned ESOP shares		(14,540	)		(15,430	)
Accumulated other comprehensive income, net of taxes		233			2,326
Total shareholders’ equity		442,571			413,118
Total liabilities and shareholders’ equity	$	2,234,111		$	2,184,587

	Three months ended September 30,					Nine months ended September 30,
	2021			2020		2021			2020
	(In Thousands, except per share amounts)

Interest income:
Loans	$	16,131		$	18,224	$	49,214		$	54,404
Mortgage-related securities		471			588		1,448			1,960
Debt securities, federal funds sold and short-term investments		904			732		2,637			2,493
Total interest income		17,506			19,544		53,299			58,857
Interest expense:
Deposits		947			3,495		3,542			11,760
Borrowings		2,445			2,640		7,414			7,913
Total interest expense		3,392			6,135		10,956			19,673
Net interest income		14,114			13,409		42,343			39,184
Provision (credit) for loan losses		(700	)		1,025		(2,520	)		6,310
Net interest income after provision for loan losses		14,814			12,384		44,863			32,874
Noninterest income:
Service charges on loans and deposits		1,136			672		2,483			3,384
Increase in cash surrender value of life insurance		312			714		1,297			1,587
Mortgage banking income		46,547			72,112		150,587			166,292
Other		4,941			2,265		6,812			2,868
Total noninterest income		52,936			75,763		161,179			174,131
Noninterest expenses:
Compensation, payroll taxes, and other employee benefits		34,229			39,405		102,278			100,695
Occupancy, office furniture, and equipment		2,488			2,469		7,346			7,744
Advertising		835			861		2,570			2,625
Data processing		986			922		2,871			3,023
Communications		331			339		988			994
Professional fees		550			4,738		804			7,647
Real estate owned		1			11		(11	)		55
Loan processing expense		1,135			1,336		3,670			3,620
Other		2,768			2,920		9,104			9,495
Total noninterest expenses		43,323			53,001		129,620			135,898
Income before income taxes		24,427			35,146		76,422			71,107
Income tax expense		5,427			8,853		18,184			17,797
Net income	$	19,000		$	26,293	$	58,238		$	53,310
Income per share:
Basic	$	0.80		$	1.08	$	2.45		$	2.16
Diluted	$	0.79		$	1.08	$	2.43		$	2.15
Weighted average shares outstanding:
Basic		23,785			24,297		23,790			24,720
Diluted		23,960			24,380		23,987			24,842

	Common Stock						Additional Paid-In Capital			Retained Earnings			Unearned ESOP Shares			Accumulated Other Comprehensive Income (Loss)			Total Shareholders' Equity
	Shares			Amount
For the nine months ended September 30, 2020	(In Thousands, except per share amounts)
Balances at December 31, 2019		27,148		$	271		$	211,997		$	197,393		$	(16,617	)	$	642		$	393,686

Comprehensive income:
Net income		-			0			0			53,310			0			0			53,310
Other comprehensive income		-			0			0			0			0			2,013			2,013
Total comprehensive income																				55,323

ESOP shares committed to be released to Plan participants		-			0			327			0			890			0			1,217
Cash dividend declared, $0.86 per share		-			0			0			(21,414	)		0			0			(21,414	)
Proceeds from stock option exercises		222			3			2,783			0			0			0			2,786
Stock compensation expense		-			0			553			0			0			0			553
Purchase of common stock returned to authorized but unissued		(2,150	)		(22	)		(32,700	)		0			0			0			(32,722	)
Balances at September 30, 2020		25,220		$	252		$	182,960		$	229,289		$	(15,727	)	$	2,655		$	399,429

For the nine months ended September 30, 2021	(In Thousands, except per share amounts)
Balances at December 31, 2020		25,088		$	251		$	180,684		$	245,287		$	(15,430	)	$	2,326		$	413,118

Comprehensive income:
Net income		-			0			0			58,238			0			0			58,238
Other comprehensive loss		-			0			0			0			0			(2,093	)		(2,093	)
Total comprehensive income																				56,145

ESOP shares committed to be released to Plan participants		-			0			682			0			890			0			1,572
Cash dividend declared, $1.10 per share		-			0			0			(26,209	)		0			0			(26,209	)
Proceeds from stock option exercises		187			2			2,041			0			0			0			2,043
Stock compensation expense		-			0			564			0			0			0			564
Purchase of common stock returned to authorized but unissued		(237	)		(3	)		(4,659	)		0			0			0			(4,662	)
Balances at September 30, 2021		25,038		$	250		$	179,312		$	277,316		$	(14,540	)	$	233		$	442,571

	September 30, 2021
	Amortized cost		Gross unrealized gains		Gross unrealized losses			Fair value
	(In Thousands)
Mortgage-backed securities	$	20,900	$	718	$	(170	)	$	21,448
Collateralized mortgage obligations:
Government sponsored enterprise issued		89,963		902		(633	)		90,232
Private -label issued		2,956		37		0			2,993
Mortgage-related securities		113,819		1,657		(803	)		114,673

Government sponsored enterprise bonds		2,500		0		(22	)		2,478
Municipal securities		45,000		1,345		(14	)		46,331
Other debt securities		12,500		48		(1,200	)		11,348
Debt securities		60,000		1,393		(1,236	)		60,157
Total	$	173,819	$	3,050	$	(2,039	)	$	174,830

	Amortized Cost		Fair Value
	(In Thousands)
Debt and other securities
Due within one year	$	8,741	$	8,808
Due after one year through five years		29,972		30,676
Due after five years through ten years		16,174		15,561
Due after ten years		5,113		5,112
Mortgage-related securities		113,819		114,673
Total	$	173,819	$	174,830

	September 30, 2021
	Less than 12 months					12 months or longer					Total
	Fair value		Unrealized loss			Fair value		Unrealized loss			Fair value		Unrealized loss
	(In Thousands)
Mortgage-backed securities	$	6,266	$	(170	)	$	0	$	0		$	6,266	$	(170	)
Collateralized mortgage obligations:
Government sponsored enterprise issued		42,337		(593	)		2,720		(40	)		45,057		(633	)
Government sponsored enterprise bonds		2,478		(22	)		0		0			2,478		(22	)
Municipal securities		2,876		(14	)		0		0			2,876		(14	)
Other debt securities		0		0			8,800		(1,200	)		8,800		(1,200	)
Total	$	53,957	$	(799	)	$	11,520	$	(1,240	)	$	65,477	$	(2,039	)

	As of September 30, 2021
	1-59 Days Past Due⁽¹⁾			60-89 Days Past Due⁽²⁾		90 Days or Greater		Total Past Due		Current⁽³⁾		Total Loans
	(In Thousands)
Mortgage loans:
Residential real estate:
One- to four-family		$	1,152	$	1,425	$	3,221	$	5,798	$	325,772	$	331,570
Multi-family			5,198		0		129		5,327		542,108		547,435
Home equity			79		0		28		107		11,917		12,024
Construction and land			0		0		0		0		69,076		69,076
Commercial real estate			0		0		0		0		241,929		241,929
Consumer			0		0		0		0		709		709
Commercial loans			0		0		0		0		24,091		24,091
Total		$	6,429	$	1,425	$	3,378	$	11,232	$	1,215,602	$	1,226,834

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

	One- to Four- Family			Multi-Family		Home Equity			Construction and Land			Commercial Real Estate			Consumer			Commercial			Total
	(In Thousands)
Nine months ended September 30, 2021
Balance at beginning of period	$	5,459		$	5,600	$	194		$	1,755		$	5,138		$	35		$	642		$	18,823
Provision (credit) for loan losses		(1,952	)		700		(105	)		(511	)		(446	)		9			(215	)		(2,520	)
Charge-offs		(105	)		0		0			(13	)		(10	)		(10	)		0			(138	)
Recoveries		522			36		12			52			3			0			0			625
Balance at end of period	$	3,924		$	6,336	$	101		$	1,283		$	4,685		$	34		$	427		$	16,790

Nine months ended September 30, 2020
Balance at beginning of period	$	4,907		$	4,138		$	201		$	610	$	2,145	$	14		$	372	$	12,387
Provision (credit) for loan losses		854			1,703			(6	)		1,004		2,300		33			422		6,310
Charge-offs		(9	)		(5	)		(13	)		0		0		(10	)		0		(37	)
Recoveries		132			17			22			2		11		0			0		184
Balance at end of period	$	5,884		$	5,853		$	204		$	1,616	$	4,456	$	37		$	794	$	18,844

Three months ended September 30, 2020
Balance at beginning of period	$	5,715		$	5,870		$	218		$	1,153	$	4,124	$	38		$	616	$	17,734
Provision for loan losses		100			(25	)		(18	)		462		328		0			178		1,025
Charge-offs		(2	)		0			0			0		0		(1	)		0		(3	)
Recoveries		71			8			4			1		4		0			0		88
Balance at end of period	$	5,884		$	5,853		$	204		$	1,616	$	4,456	$	37		$	794	$	18,844

	One- to Four- Family		Multi- Family		Home Equity		Construction and Land		Commercial Real Estate		Consumer		Commercial		Total
	(In Thousands)
Allowance related to loans individually evaluated for impairment	$	0	$	0	$	0	$	0	$	0	$	0	$	0	$	0
Allowance related to loans collectively evaluated for impairment		3,924		6,336		101		1,283		4,685		34		427		16,790
Balance at end of period	$	3,924	$	6,336	$	101	$	1,283	$	4,685	$	34	$	427	$	16,790

Loans individually evaluated for impairment	$	4,949	$	129	$	46	$	0	$	1,222	$	0	$	1,097	$	7,443
Loans collectively evaluated for impairment		326,621		547,306		11,978		69,076		240,707		709		22,994		1,219,391
Total gross loans	$	331,570	$	547,435	$	12,024	$	69,076	$	241,929	$	709	$	24,091	$	1,226,834

	One- to Four-Family		Multi- Family		Home Equity		Construction and Land		Commercial Real Estate		Consumer		Commercial		Total
	(In Thousands)
Allowance related to loans individually evaluated for impairment	$	23	$	0	$	0	$	0	$	0	$	0	$	0	$	23
Allowance related to loans collectively evaluated for impairment		5,436		5,600		194		1,755		5,138		35		642		18,800
Balance at end of period	$	5,459	$	5,600	$	194	$	1,755	$	5,138	$	35	$	642	$	18,823

Loans individually evaluated for impairment	$	7,805	$	341	$	63	$	43	$	7,248	$	0	$	1,097	$	16,597
Loans collectively evaluated for impairment		418,987		571,607		14,757		77,037		231,127		736		44,289		1,358,540
Total gross loans	$	426,792	$	571,948	$	14,820	$	77,080	$	238,375	$	736	$	45,386	$	1,375,137

	One to Four- Family		Multi-Family		Home Equity		Construction and Land		Commercial Real Estate		Consumer		Commercial		Total
	(In Thousands)
At September 30, 2021
Substandard	$	5,123	$	129	$	46	$	0	$	6,863	$	0	$	1,097	$	13,258
Watch		9,550		266		15		4,231		5,937		0		3,254		23,253
Pass		316,897		547,040		11,963		64,845		229,129		709		19,740		1,190,323
	$	331,570	$	547,435	$	12,024	$	69,076	$	241,929	$	709	$	24,091	$	1,226,834

At December 31, 2020
Substandard	$	7,804	$	341	$	248	$	43	$	6,026	$	0	$	710	$	15,172
Watch		7,667		275		15		4,282		6,714		0		4,101		23,054
Pass		411,321		571,332		14,557		72,755		225,635		736		40,575		1,336,911
	$	426,792	$	571,948	$	14,820	$	77,080	$	238,375	$	736	$	45,386	$	1,375,137

	As of September 30, 2021
	Recorded Investment		Unpaid Principal		Reserve		Cumulative Charge-Offs
	(In Thousands)
Total Impaired with Reserve
One- to four-family	$	0	$	0	$	0	$	0
Multi-family		0		0		0		0
Home equity		0		0		0		0
Construction and land		0		0		0		0
Commercial real estate		0		0		0		0
Consumer		0		0		0		0
Commercial		0		0		0		0
		0		0		0		0
Total Impaired with no Reserve
One- to four-family		4,949		5,391		0		442
Multi-family		129		129		0		0
Home equity		46		46		0		0
Construction and land		0		0		0		0
Commercial real estate		1,222		1,222		0		0
Consumer		0		0		0		0
Commercial		1,097		1,097		0		0
		7,443		7,885		0		442
Total Impaired
One- to four-family		4,949		5,391		0		442
Multi-family		129		129		0		0
Home equity		46		46		0		0
Construction and land		0		0		0		0
Commercial real estate		1,222		1,222		0		0
Consumer		0		0		0		0
Commercial		1,097		1,097		0		0
	$	7,443	$	7,885	$	0	$	442

		As of September 30, 2021
	Performing in accordance with modified terms					In Default				Total
	Amount			Number		Amount		Number		Amount		Number
	(Dollars in Thousands)
Interest reduction and principal forbearance		$	1,541		3	$	0		0	$	1,541		3
Interest reduction			25		1		0		0		25		1
Principal forbearance			3,601		4		0		0		3,601		4
		$	5,167		8	$	0		0	$	5,167		8

	(In Thousands)
Estimate for the period ended December 31:
2021	$	48
2022		202
2023		157
2024		146
2025		129
Thereafter		479
Total	$	1,161

	(In Thousands)

Within one year	$	576,578
More than one to two years		75,668
More than two to three years		3,570
More than three to four years		1,214
More than four through five years		737
	$	657,767

	September 30, 2021					December 31, 2020
	Balance		Weighted Average Rate			Balance		Weighted Average Rate
	(Dollars in Thousands)
Short term:
Repurchase agreement	$	0		0.00	%	$	9,074		3.25	%
Federal Home Loan Bank, Chicago		5,000		0.00	%		29,000		0.22	%

Long term:
Federal Home Loan Bank, Chicago advances maturing:
2027		50,000		1.73	%		50,000		1.73	%
2028		255,000		2.37	%		255,000		2.37	%
2029		165,000		1.61	%		165,000		1.61	%
	$	475,000		2.01	%	$	508,074		1.95	%

	September 30, 2021
	Actual					For Capital Adequacy Purposes					Minimum Capital Adequacy with Capital Buffer					To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio
	(Dollars In Thousands)
Total Capital (to risk-weighted assets)
Consolidated Waterstone Financial, Inc.	$	458,509		28.90	%	$	126,935		8.00	%	$	166,603		10.50	%	$	N/A		N/A
WaterStone Bank		412,808		26.02	%		126,935		8.00	%		166,603		10.50	%		158,669		10.00	%
Tier 1 Capital (to risk-weighted assets)
Consolidated Waterstone Financial, Inc.		441,719		27.84	%		95,201		6.00	%		134,869		8.50	%		N/A		N/A
WaterStone Bank		396,018		24.96	%		95,201		6.00	%		134,869		8.50	%		126,935		8.00	%
Common Equity Tier 1 Capital (to risk-weighted assets)
Consolidated Waterstone Financial, Inc.		441,719		27.84	%		71,401		4.50	%		111,068		7.00	%		N/A		N/A
WaterStone Bank		396,018		24.96	%		71,401		4.50	%		111,068		7.00	%		103,135		6.50	%
Tier 1 Capital (to average assets)
Consolidated Waterstone Financial, Inc.		441,719		19.82	%		89,133		4.00	%		N/A		N/A			N/A		N/A
WaterStone Bank		396,018		17.77	%		89,133		4.00	%		N/A		N/A			111,417		5.00	%
State of Wisconsin (to total assets)
WaterStone Bank		396,018		17.77	%		133,717		6.00	%		N/A		N/A			N/A		N/A

			Fair Value Measurements Using
	September 30, 2021		Level 1		Level 2		Level 3
	(In Thousands)

Assets
Available-for-sale securities
Mortgage-backed securities	$	21,448	$	0	$	21,448	$	0
Collateralized mortgage obligations
Government sponsored enterprise issued		90,232		0		90,232		0
Private-label issued		2,993		0		2,993		0
Government sponsored enterprise bonds		2,478		0		2,478		0
Municipal securities		46,331		0		46,331		0
Other debt securities		11,348		0		11,348		0
Loans held for sale		325,958		0		325,958		0
Mortgage banking derivative assets		6,806		0		0		6,806
Interest rate swap assets		1,587		0		1,587		0
Liabilities
Mortgage banking derivative liabilities		0		0		0		0
Interest rate swap liabilities		1,587		0		1,587		0

					Significant Unobservable Input Value
	Fair Value at September 30, 2021		Valuation Technique	Significant Unobservable Inputs	Minimum Value			Maximum Value			Weighted Average

Mortgage banking derivatives, net	$	6,806	Pricing models	Pull through rate		20.7	%		99.8	%		89.2	%
Real estate owned		148	Market approach	Discount rates applied to appraisals		34.8	%		34.8	%		34.8	%

	September 30, 2021										December 31, 2020
	Carrying amount		Fair Value								Carrying amount		Fair Value
	Carrying amount		Total		Level 1		Level 2		Level 3		Carrying amount		Total		Level 1		Level 2		Level 3
	(In Thousands)
Financial Assets
Cash and cash equivalents	$	358,614	$	358,614	$	358,614	$	0	$	0	$	94,767	$	94,767	$	94,767	$	0	$	0
Securities available-for-sale		174,830		174,830		0		174,830		0		159,619		159,619		0		159,619		0
Loans held for sale		325,958		325,958		0		325,958		0		402,003		402,003		0		402,003		0
Loans receivable		1,226,834		1,229,881		0		0		1,229,881		1,375,137		1,374,898		0		0		1,374,898
FHLB stock		24,438		24,438		0		24,438		0		26,720		26,720		0		26,720		0
Accrued interest receivable		4,242		4,242		4,242		0		0		4,957		4,957		4,957		0		0
Mortgage servicing rights		1,161		1,338		0		0		1,338		5,977		7,075		0		0		7,075
Mortgage banking derivative assets		6,806		6,806		0		0		6,806		11,057		11,057		0		0		11,057
Interest rate swap asset		1,587		1,587		0		1,587		0		3,892		3,892		0		3,892		0

Financial Liabilities
Deposits		1,246,564		1,246,664		588,797		657,867		0		1,184,870		1,186,062		483,542		702,520		0
Advance payments by borrowers for taxes		25,298		25,298		25,298		0		0		3,522		3,522		3,522		0		0
Borrowings		475,000		491,696		0		491,696		0		508,074		545,107		0		545,107		0
Accrued interest payable		937		937		937		0		0		1,137		1,137		1,137		0		0
Mortgage banking derivative liabilities		0		0		0		0		0		5,140		5,140		0		0		5,140
Interest rate swap liability		1,587		1,587		0		1,587		0		3,892		3,892		0		3,892		0

	As of or for the three months ended September 30, 2021
	Community Banking			Mortgage Banking			Holding Company and Other			Consolidated
	(In Thousands)

Net interest income (expense)	$	14,090		$	(2	)	$	26		$	14,114
Provision (credit) for loan losses		(750	)		50			0			(700	)
Net interest income (expense) after provision for loan losses		14,840			(52	)		26			14,814

Noninterest income		1,726			51,290			(80	)		52,936

Noninterest expenses:
Compensation, payroll taxes, and other employee benefits		5,360			28,981			(112	)		34,229
Occupancy, office furniture and equipment		909			1,579			0			2,488
Advertising		233			602			0			835
Data processing		531			450			5			986
Communications		122			209			0			331
Professional fees		130			421			(1	)		550
Real estate owned		1			0			0			1
Loan processing expense		0			1,135			0			1,135
Other		422			2,270			76			2,768
Total noninterest expenses		7,708			35,647			(32	)		43,323
Income before income taxes		8,858			15,591			(22	)		24,427
Income tax expense		2,092			3,341			(6	)		5,427
Net income	$	6,766		$	12,250		$	(16	)	$	19,000

Total assets	$	2,184,200		$	381,177		$	(331,266	)	$	2,234,111

	Nine months ended September 30, 2021
	(Dollars in Thousands)
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	2,535
Initial recognition of right of use asset		979
Initial recognition of lease liabilities		979
Weighted average remaining lease term - operating leases, in years		2.9
Weighted average discount rate - operating leases		5.1	%

Maturity analysis	Operating leases
	(In Thousands)
One year or less	$	2,423
More than one year through two years		1,900
More than two years through three years		1,253
More than three years through four years		591
More than four years through five years		202
More than five years		829
Total lease payments		7,198
Present value discount		(942	)
Lease liability	$	6,256

	Three months ended September 30,
	2021 versus 2020
	Increase (Decrease) due to
	Volume			Rate			Net
	(In Thousands)
Interest income:
Loans receivable and held for sale (1)(2)	$	(1,958	)	$	(135	)	$	(2,093	)
Mortgage related securities (3)		67			(184	)		(117	)
Debt securities, federal funds sold and short-term investments (3)(4)		727			(561	)		166
Total interest-earning assets		(1,164	)		(880	)		(2,044	)

Interest expense:
Demand accounts		3			(1	)		2
Money market, savings, and escrow accounts		363			(603	)		(240	)
Time deposits		(287	)		(2,023	)		(2,310	)
Total interest-earning deposits		79			(2,627	)		(2,548	)
Borrowings		(273	)		78			(195	)
Total interest-bearing liabilities		(194	)		(2,549	)		(2,743	)
Net change in net interest income	$	(970	)	$	1,669		$	699

	At September 30,			At December 31,
	2021			2020
	(Dollars in Thousands)
Non-accrual loans:
Residential
One- to four-family	$	3,797		$	5,072
Multi-family		129			341
Home equity		46			63
Construction and land		-			43
Commercial real estate		-			41
Commercial		-			-
Consumer		-			-
Total non-accrual loans		3,972			5,560

Real estate owned
One- to four-family		-			-
Multi-family		-			-
Construction and land		148			322
Commercial real estate		-			-
Total real estate owned		148			322
Total nonperforming assets	$	4,120		$	5,882

Total non-accrual loans to total loans		0.32	%		0.40	%
Total non-accrual loans to total assets		0.18	%		0.25	%
Total nonperforming assets to total assets		0.18	%		0.27	%

	At or for Nine Months
	Ended September 30,
	2021			2020
	(In Thousands)

Balance at beginning of period	$	5,560		$	7,025
Additions		1,320			2,327
Transfers to real estate owned		-			(369	)
Charge-offs		(12	)		(3	)
Returned to accrual status		(1,544	)		(1,563	)
Principal paydowns and other		(1,352	)		(1,376	)
Balance at end of period	$	3,972		$	6,041

					More than		More than
					One Year		Three Years		Over
			One Year		Through		Through		Five
	Total		or Less		Three Years		Five Years		Years
	(In Thousands)
Demand deposits (3)	$	217,078	$	$217,078	$	-	$	-	$	-
Money market and savings deposits (3)		371,719		371,719		-		-		-
Time deposit (3)		657,767		576,578		79,238		1,951		-
Federal Home Loan Bank advances (1)		475,000		5,000		-		-		470,000
Operating leases (2)		7,453		2,582		3,249		793		829
	$	1,729,017	$	$1,172,957	$	$82,487	$	$2,744	$	$470,829