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1895 Bancorp of Wisconsin, Inc.: Form 10-Q for the period ended Mar 31, 2024

Filed with the SEC on May 8, 2024 and accepted by EDGAR at May 8, 2024, 13:30 ET.

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Management's discussion and analysis

As filed, 38,540 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

General

Management’s discussion and analysis of financial condition and results of operations at March 31, 2024 and for the three months ended March 31, 2024 is intended to assist in understanding the financial condition and results of operations of the Company. The information contained in this section should be read in conjunction with the unaudited consolidated financial statements and the notes thereto appearing in Part I, Item 1, of this Quarterly Report on Form 10-Q.

Cautionary Note Regarding Forward-Looking Statements

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

  • statements of our goals, intentions and expectations;
  • statements regarding our business plans, prospects, growth and operating strategies;
  • statements regarding the quality of our loan and investment portfolios; and
  • estimates of our risks and future costs and benefits.

These forward-looking statements are based on 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:

  • our ability to maintain liquidity, primarily through deposits, in light of recent events in the banking industry;
  • general economic conditions, either nationally or in our market areas, that are worse than expected;
  • changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for credit losses;
  • inflation and changes in the interest rate environment that reduce our margins and yields, our mortgage banking revenues, the fair value of financial instruments, including our mortgage servicing rights asset, or our level of loan originations, or increase the level of defaults, losses and prepayments on loans we have made and make;
  • our ability to manage market risk, credit risk and operational risk;
  • our ability to access cost-effective funding;
  • fluctuations in real estate values and both residential and commercial real estate market conditions;
  • demand for loans and deposits in our market area;
  • our ability to implement and change our business strategies;
  • competition among depository and other financial institutions;
  • 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, capital requirements and insurance premiums;
  • changes in the quality or composition of our loan or investment portfolios;
  • technological changes that may be more difficult or expensive than expected;
  • the inability of third-party providers to perform as expected;
  • a failure or breach of our operational or security systems or infrastructure, including cyberattacks;
  • our ability to enter new markets successfully and capitalize on growth opportunities;
  • our ability to successfully integrate into our operations any assets, liabilities, customers, systems and management personnel we have acquired or may acquire and our ability to realize related revenue synergies and cost savings within expected time frames, and any goodwill charges related thereto;
  • changes in consumer spending, borrowing and savings habits;
  • changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission or the Public Company Accounting Oversight Board, including the effects of our adoption of the Current Expected Credit Loss (“CECL”) accounting standard, which we implemented on January 1, 2023;
  • our ability to retain key employees;
  • our compensation expense associated with equity allocated or awarded to our employees; and
  • changes in the financial condition, results of operations or future prospects of issuers of securities that we own.

Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. Additional factors that may affect our results are discussed under the heading "Risk Factors" in our most recent Annual Report on Form 10-K (fiscal year ended December 31, 2023) filed with the Securities and Exchange Commission (“SEC”) on March 29, 2024, as updated by our subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Except as required by applicable law or regulation, we do not undertake, and we specifically disclaim any obligation, to release publicly the results of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of the statements or to reflect the occurrence of anticipated or unanticipated events. Accordingly, you should not place undue reliance on forward-looking statements.

Critical Accounting Policies

As a result of the complex and dynamic nature of the Company’s business, management must exercise judgment in selecting and applying the most appropriate accounting policies for its various areas of operations. The policy decision process not only ensures compliance with the current accounting principles generally accepted in the United States of America (“GAAP”), but also reflects management’s discretion with regard to choosing the most suitable methodology for reporting the Company’s financial performance. It is management’s opinion that the accounting estimates covering certain aspects of the business have more significance than others due to the relative importance of those areas to overall performance, or the level of subjectivity in the selection process. These estimates affect the reported amounts of assets and liabilities as well as disclosures of revenues and expenses during the reporting period. Actual results could meaningfully differ from these estimates. Management believes that the critical accounting estimates include the allowance for credit losses, determination of fair value for financial instruments, and valuation of deferred income taxes.

A summary of the accounting policies used by management is disclosed in Note 1, “Summary of Significant Accounting Policies” in the Company's most recent Form 10-K (fiscal year ended December 31, 2023) filed with the Securities and Exchange Commission (“SEC”) on March 29, 2024.

During 2024, we did not substantively change any material aspect of our overall methodologies and processes used in developing the remaining critical accounting estimates from those described in the Consolidated Financial Statements in our 2023 Annual Report on Form 10-K.

Comparison of Financial Condition at March 31, 2024 and December 31, 2023

Total Assets. Total assets increased $6.6 million, or 1.2%, to $564.2 million at March 31, 2024 from $557.6 million at December 31, 2023. This increase was primarily due to a $9.7 million net increase in cash and cash equivalents, partially offset by a $3.2 million decrease in available-for-sale securities.

Cash and Cash Equivalents. Cash and cash equivalents increased $9.7 million, or 72.9%, to $23.0 million at March 31, 2024 from $13.3 million at December 31, 2023. This increase was primarily due to a $9.0 million increase in FHLB advances, a $2.7 million increase in advance payments by borrowers for taxes and insurance and $2.4 million from maturities, prepayments and calls of available-for-sale securities, partially offset by a $4.4 million decrease in deposits.

Available-for-Sale Securities. Available-for-sale securities decreased $3.2 million, or 2.9%, to $106.4 million at March 31, 2024, from $109.6 million at December 31, 2023. This decrease was primarily due to maturities, payments and calls of securities totaling $2.4 million and a $750,000 increase in the net unrealized loss on available-for-sale securities. The net unrealized loss on available-for-sale securities held in the portfolio was $10.2 million at March 31, 2024.

Loans Held for Sale. Loans held for sale increased $122,000, to $826,000 at March 31, 2024. The volume of loans originated and sold remains relatively low, as a result of the changing interest rate environment and lower inventory of housing available in our market. Mortgage loan originations and sales were $2.2 million and $2.1 million, respectively, during the first three months of 2024 compared to $2.3 million and $2.5 million, respectively, for the same period in 2023.

Loans. Loans held for investment, net of deferred costs, decreased $1.5 million, or 0.4%, to $397.1 million at March 31, 2024, from $398.6 million at December 31, 2023. This decrease was primarily the result of a $4.5 million decrease in commercial loans, partially offset by a $2.0 million increase commercial real estate loans and a $1.3 million increase in first mortgage loans.

Allowance for Credit Losses. The ACL for loans was $3.7 million, or 0.93%, of loans, net of deferred costs, at March 31, 2024 compared to an ACL for loans of $3.7 million, or 0.94% of loans, net of deferred costs, at December 31, 2023. During the first quarter of 2024, we recorded a $68,000 negative provision for credit losses and $13,000 in net recoveries. The ACL for unfunded loan commitments was $1.0 million at March 31, 2024, compared to $875,000 at December 31, 2023. The increase in the ACL for unfunded loan commitments was the result of a $143,000 provision for credit losses. The additional provision was due to an $11.2 million increase in unfunded loan commitments which are expected to fund, from $47.3 million at December 31, 2023 to $58.5 million at March 31, 2024. Nonaccrual loans represented 0.28% of total loans at March 31, 2024 and December 31, 2023. Net recoveries for the three months ended March 31, 2024 were $13,000 compared to net recoveries of $3,000 for the three months ended March 31, 2023.

Other Assets. Other assets increased $629,000, or 6.7%, from $9.0 million at December 31, 2023 to $9.6 million at March 31, 2024. This increase was primarily due to a $400,000 increase in prepaid insurance premiums and a $200,000 increase in net deferred tax assets.

FHLB Stock. FHLB stock increased $400,000, or 9.5%, from $4.2 million at December 31, 2023 to $4.6 million at March 31, 2024. This increase was primarily due to the net increase in FHLB advances and the requirement by FHLB to hold additional stock as a result of the increased level of advances.

Deposits. Deposits decreased $4.4 million, or 1.1%, to $399.3 million at March 31, 2024, from $403.7 million at December 31, 2023. During this period, noninterest bearing checking accounts decreased $5.4 million, or 6.9%, money market accounts decreased $3.0 million, or 3.4%, and savings accounts decreased $2.6 million, or 5.6%. These decreases were partially offset by a $6.3 million, or 4.0%, increase in certificates of deposit. As market rates have increased and remain elevated, there has been a continuing shift in our deposit mix from noninterest bearing checking accounts, negotiable order of withdrawal ("NOW") accounts, savings accounts and money market accounts to higher rate certificates of deposits. The decrease in noninterest bearing and money market deposits was also partially due to the use of these funds by our commercial customers to fund their operations, as their borrowing costs have increased during the current interest rate environment. The Company continues to build upon its banking relationships with its core customers, including deposits, and in attracting new relationships.

Advance Payments by Borrowers for Taxes and Insurance. Advance payments by borrowers for taxes and insurance increased $2.7 million to $3.9 million at March 31, 2024 from $1.2 million at December 31, 2023. The increase was due to normal seasonal activity.

FHLB Advances. FHLB advances increased $9.0 million, or 12.7%, to $80.0 million at March 31, 2024, from $71.0 million at December 31, 2023. The level of FHLB advances was increased to fund anticipated cash outflows related to loans and deposits.

Total Stockholders’ Equity. Total stockholders’ equity decreased $1.3 million to $71.5 million at March 31, 2024, from $72.8 million at December 31, 2023. The decrease was primarily due to an other comprehensive loss of $592,000, as a result of an increase in the net unrealized loss on available-for-sale securities, the Company's purchase of $548,000 of its common stock during the three months ended March 31, 2024 under its stock repurchase plan and a net loss of $306,000.

Average Balances and Yields

The following tables sets forth average balance sheets, average yields and costs, and certain other information at and for the periods indicated. No tax-equivalent yield adjustments were made, as the effect thereof was not material. All average balances are daily average balances. Non-accrual loans were included in the computation of average balances, but have been reflected in the table as loans carrying a zero yield. The yields set forth below include the effect of deferred fees, discounts and premiums that are amortized or accreted to interest income or interest expense.

(Dollars in thousands)

Interest-earning assets: Three Months Ended March 31, 2024 Average Outstanding Balance Interest and Dividends Yield/Cost Rate 2023 Average Outstanding Balance Interest and Dividends Yield/Cost Rate
Loans(1) $399,417 $4,799 4.83% $364,331 $3,826 4.26%
Securities available-for-sale 107,683 1,040 3.89% 113,864 602 2.15%
Other interest-earning assets 13,048 194 5.98% 19,619 284 5.87%
Total interest-earning assets 520,148 6,033 4.67% 497,814 4,712 3.84%
Non-interest-earning assets 34,933 36,969
Total assets $555,081 $534,783
Interest-earning liabilities:
NOW accounts $29,011 $87 1.20% $31,429 $52 0.67%
Money market accounts 84,027 479 2.29% 115,328 542 1.91%
Savings accounts 45,368 6 0.05% 58,805 7 0.05%
Certificates of deposit 164,590 1,819 4.45% 82,878 381 1.86%
Total interest-bearing deposits 322,996 2,391 2.98% 288,440 982 1.38%
Federal Home Loan Bank advances 80,401 578 2.89% 80,028 493 2.50%
Other interest-bearing liabilities 3,373 1 0.16% 3,946 2 0.22%
Total interest-bearing liabilities 406,770 2,970 2.94% 372,414 1,477 1.61%
Non-interest-bearing deposits 69,798 82,531
Other non-interest-bearing liabilities 8,556 6,482
Total liabilities 485,124 461,427
Total stockholders’ equity 69,957 73,356
Total liabilities and stockholders’ equity $555,081 $534,783
Net interest income $3,063 $3,235
Net interest-earning assets $113,378 $125,400
Interest rate spread(2) 1.73% 2.23%
Net interest margin(3) 2.37% 2.64%
Average interest-earning assets to average interest-bearing liabilities 127.87% 133.67%

(1) Includes net loan expenses of $18,000 and $19,000 for the three months ended March 31, 2024 and 2023, respectively.

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

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

Rate/Volume Analysis

The following table presents the effects of changing rates and volumes on our net interest income for the periods indicated. The rate column shows the effects attributable to changes in rate (changes in average rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior period average rate). The total column represents the sum of the prior columns. For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately, based on the changes due to rate and the changes due to volume. There were no out-of-period items or adjustments included within the following table.

(Dollars in thousands)

Interest-earning assets: Three Months Ended March 31, 2024 vs. 2023 Increase (Decrease) Due to Volume Rate Total Increase (Decrease)
Loans $389 $584 $973
Securities (31) 469 438
Other (98) 8 (90)
Total interest-earning assets 260 1,061 1,321
Interest-bearing liabilities:
NOW 4 (39) (35)
Money market deposits 289 (226) 63
Savings 1 — 1
Certificates of deposit (593) (845) (1,438)
Total interest-bearing deposits (299) (1,110) (1,409)
Borrowings (4) (81) (85)
Other — 1 1
Total interest-bearing liabilities (303) (1,190) (1,493)
Change in net interest income $(43) $(129) $(172)

Comparison of Operating Results for the Three Months Ended March 31, 2024 and 2023

Net Loss. We recorded a net loss of $306,000 for the three months ended March 31, 2024, compared to a net loss of $361,000 for the three months ended March 31, 2023. The decrease in net loss was primarily due to a $144,000 decrease in noninterest expenses and a $134,000 increase in noninterest income, partially offset by a $172,000 decrease in net interest income after provision for credit losses.

Interest and Dividend Income. Interest and dividend income increased $1.3 million, or 27.7%, to $6.0 million for the three months ended March 31, 2024, from $4.7 million for the three months ended March 31, 2023. The increase was due primarily to an $1.0 million increase in interest and fees on loans and a $438,000 increase in interest income on securities. The increase in interest and fees earned on loans was primarily due to a $35.1 million increase in the average amount of loans outstanding, from $364.3 million in the first quarter of 2023 to $399.4 million in the first quarter of 2024, and a 57 basis point increase in the yield earned on loans, from 4.26% for the first quarter of 2023 to 4.83% in the first quarter of 2024. The increase in the yield earned on loans during the first quarter of 2024 was primarily due to increases in market rates. The increase in loans is consistent with the Company's strategy to grow the loan portfolio. The increase in interest on securities was primarily due to a 174 basis point increase in the yield earned on loans, from 2.15% for the first quarter of 2023 to 3.89% in the first quarter of 2024. The increase in yield was primarily due to the balance sheet repositioning strategies that the Company implemented during 2023.

Interest Expense. Interest expense increased $1.5 million, or 100.0%, to $3.0 million for the three months ended March 31, 2024, from $1.5 million for the three months ended March 31, 2023. This increase was primarily due to a $1.4 million increase in interest expense on deposits and an $85,000 increase in interest expense on FHLB advances. The increase in interest expense on deposits was primarily due to a 160 basis point increase in the average rate paid on deposits and a $34.6 million increase in average interest-bearing deposits outstanding from the first quarter of 2023 to the first quarter of 2024. The increase in interest expense on deposits was primarily due to the increase in market rates of interest and a shift in our deposit mix. As market rates increased, many of our deposit customers transferred funds from noninterest bearing checking accounts and lower rate deposit accounts into higher rate certificates of deposit. The average balance of noninterest bearing checking accounts decreased $12.7 million, or 15.4%, NOW accounts decreased $2.4 million, or 7.6%, savings accounts decreased $13.4 million, or 22.8%, and money market accounts decreased

$31.3 million, or 27.1%, respectively, from the first quarter of 2023 to the first quarter of 2024. During the same period, the average balance of certificates of deposits increased $81.7 million, or 98.6%. Interest expense on certificates of deposit increased $1.4 million from the first quarter of 2023 to the first quarter of 2024 as a result of the increase in average balance and also a 259 basis point increase in the average rate paid on these accounts.

Net Interest Income. Net interest income decreased $172,000, or 5.3%, to $3.1 million for the three months ended March 31, 2024, from $3.2 million for the three months ended March 31, 2023. This decrease was primarily due to a $1.5 million increase in interest expense partially offset by a $1.3 million increase in interest and dividend income. Our net interest rate spread decreased 50 basis points to 1.73% for the three months ended March 31, 2024, from 2.23% for the three months ended March 31, 2023. Our net interest margin decreased 27 basis points to 2.37%, from 2.64% over the same period.

Provision for Credit Losses. The provision for credit losses was $75,000 for the three months ended March 31, 2024 and the three months ended March 31, 2023, respectively. The provision was primarily due to an increase in unfunded loan commitments.

Noninterest Income. Noninterest income increased $134,000, from $770,000 for the three months ended March 31, 2023 to $904,000 for the three months ended March 31, 2024. The increase was primarily due to a $117,000 increase in unrealized gains on marketable equity securities. The increase in unrealized gains on marketable equity securities was due to an increase in the market value of mutual funds held in our deferred compensation plan. We record an offsetting amount for the change in the market of equity securities in noninterest expense.

Noninterest Expense. Noninterest expense decreased $144,000, or 3.2%, to $4.3 million for the three months ended March 31, 2024 from $4.4 million for the three months ended March 31, 2023. This decrease was primarily due to a $328,000 decrease in salaries and benefits expense, partially offset by a $117,000 increase in unrealized gains on marketable equity securities. The decrease in salaries and benefits expense was primarily the result of cost savings initiatives implemented by the Company, including the review of all open positions prior to rehiring and a reduction-in-force ("RIF") implemented in April 2023. These actions have resulted in a reduction in the number of full-time equivalent employees from 106 at September 30, 2022, to 88 at March 31, 2024.

The increase in unrealized gains on marketable equity securities was due to an increase in the market value of mutual funds held in our deferred compensation plan. We record an offsetting amount for the change in the market of equity securities in noninterest income.

Income Tax Expense. We recorded an income tax benefit of $100,000 for the three months ended March 31, 2024, compared to a tax benefit of $151,000 for the three months ended March 31, 2023. The decrease in income tax benefit was primarily due to the decreased loss before taxes during the three months ended March 31, 2024 as compared to the loss before taxes for the three months ended March 31, 2023.

Management of Market Risk

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

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

  • originating commercial real estate and commercial loans, which tend to have shorter terms and higher interest rates than owner occupied one- to four-family residential real estate loans, and which generate customer relationships that can result in larger non-interest-bearing checking accounts;
  • selling substantially all of our conforming and eligible jumbo, longer-term, fixed-rate one- to four-family residential real estate loans and retaining the non-conforming and shorter-term, fixed-rate and adjustable-rate one- to four-family residential real estate loans that we originate, subject to market conditions and periodic review of our asset/liability management needs; and
  • reducing our dependence on jumbo and brokered certificates of deposit to support lending and investment activities and increasing our reliance on core deposits, including checking accounts and savings accounts, which are less interest rate sensitive than certificates of deposit.

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

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

The table below sets forth, as of March 31, 2024, the calculation of the estimated changes in our net interest income that would result from the designated immediate changes in the U.S. Treasury yield curve.

(Dollars in thousands)

Change in Interest Rates (basis points) (1) Net Interest Income Year 1 Forecast Year 1 Change from Level
+400 $13,345 1.45%
+300 13,487 2.53%
+200 13,544 2.96%
+100 13,313 1.21%
Level 13,154 —%
-100 13,173 0.14%
-200 12,937 (1.65)%
-300 12,920 (1.78)%
-400 12,887 (2.03)%

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

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

The table below sets forth, as of March 31, 2024, the estimated changes in our EVE that would result from the designated instantaneous changes in market interest rates. Computations of prospective effects of hypothetical interest rate changes are based on numerous assumptions including relative levels of market interest rates, loan prepayments and deposit decay, and should not be relied upon as indicative of actual results.

(Dollars in thousands)

Basis Point (“bp”) Change in Interest Rates(1) Estimated EVE(2) Estimated Increase (Decrease) in EVE Amount Percent
+400 $68,670 $(4,464) (6.10)%
+300 70,066 (3,068) (4.20)%
+200 71,564 (1,570) (2.15)%
+100 72,195 (939) (1.28)%
Level 73,134 — —
-100 73,759 625 0.85%
-200 73,866 732 1.00%
-300 72,512 (622) (0.85)%
-400 68,488 (4,646) (6.35)%

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

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

The table above indicates that at March 31, 2024, in the event of a 100-basis point increase in interest rates, we would have experienced a 1.28% decrease in our EVE and in the event of a 100-basis point decrease in interest rates, we would have experienced a 0.85% increase in our EVE. In the event of a 200-basis point increase in interest rates at March 31, 2024, we would have experienced a 2.15% decrease in our EVE and in the event of a 200-basis point decrease in interest rates, we would have experienced a 1.00% increase in our EVE.

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

Liquidity and Capital Resources

Liquidity describes our ability to meet the financial obligations that arise in the ordinary course of business. Liquidity is primarily needed to meet the borrowing and deposit withdrawal requirements of our customers and to fund current and planned expenditures. Our primary sources of funds are deposits, FHLB advances, principal and interest payments on loans and securities, proceeds from the sale of loans, and proceeds from maturities of securities. At March 31, 2024, we had $80.0 million outstanding in advances from the FHLB. At March 31, 2024, we had $93.2 million in additional borrowing capacity at the Federal Home Loan Bank of Chicago, based on the level of qualifying real estate loans currently pledged to the FHLB. Additionally, at March 31, 2024, we had a $12.0 million federal funds line of credit with the BMO Harris Bank, none of which was drawn at March 31, 2024. The Company also had an $11.5 million line of credit at the Federal Reserve based on pledged commercial real estate loans of approximately $14.1 million at March 31, 2024. The Company had not drawn on the Federal Reserve line as of March 31, 2024.

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

Our cash flows are comprised of three primary classifications: cash flows from operating activities, investing activities, and financing activities. Net cash used in operating activities was $398,000 for the three months ended March 31, 2024, as compared to $1.1 million net cash used in operating activities for the three months ended March 31, 2023. Net cash used in operating activities for the three months ended March 31, 2024 primarily consisted of the origination of $2.2 million in mortgage loans held for sale, a $338,000 increase in accrued interest receivable and other assets, a $337,000 increase in the fair value of marketable equity securities and a $306,000 net loss, partially offset by $2.1 million in proceeds from the sale of mortgage loans held for sale and a $456,000 increase in accrued interest payable and other liabilities. Net cash used in operating activities for the three months ended March 31, 2023 primarily consisted of the origination of $2.3 million in mortgage loans held for sale, a $481,000 increase in accrued interest receivable and other assets, a $387,000 decrease in accrued interest payable and other liabilities and a $361,000 net loss, partially offset by $2.5 million in proceeds from the sale of mortgage loans held for sale. Net cash provided by investing activities was $3.4 million for the three months ended March 31, 2024, as compared to $5.8 million used in investing activities for the three months ended March 31, 2023. Net cash provided by investment activities during the three months ended March 31, 2024 consisted primarily of $2.4 million from maturities, calls and payments on available-for-sale securities and a $1.5 million net decrease in loans, partially offset by a $400,000 increase in FHLB stock. Net cash used in investment activities during the three months ended March 31, 2023 consisted primarily of a $7.6 million net increase in loans and a $1.4 million increase in FHLB stock, partially offset by $3.3 million from maturities, calls and payments on available-for-sale securities. Net cash provided by financing activities was $6.7 million for the three months ended March 31, 2024, as compared to $7.6 million for the three months ended March 31, 2023. Net cash provided by financing activities for the first three months of 2024 primarily resulted from borrowings of $53.0 million of FHLB advances and a $2.7 million increase in advance payments by borrowers for taxes and insurance, partially offset by $44.0 million in principal payments on FHLB advances and a $4.4 million decrease in deposits. Net cash provided by financing activities for the first three months of 2023 primarily resulted from borrowings of $64.5 million of FHLB advances and a $3.0 million increase in advance payments by borrowers for taxes and insurance, partially offset by $44.0 million in principal payments on FHLB advances and a $15.8 million decrease in deposits.

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

Capital

At March 31, 2024, PyraMax Bank exceeded all of its regulatory capital requirements with a Tier 1 leverage capital level of $63.1 million, or 11.2% of adjusted total assets, which is above the well-capitalized required level of $28.1 million, or 5.0%. The Bank had total risk-based capital of $67.8 million, or 15.9% of risk-weighted assets, which is above the well-capitalized required level of $42.6 million, or 10.0%. Management is not aware of any conditions or events since the most recent notification that would change our category. For additional information, see Note 13 of the Notes to Financial Statements.

Off-Balance Sheet Arrangements and Contractual Obligations

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

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

Impact of Inflation and Changing Prices

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

Controls and procedures

As filed, 943 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of March 31, 2024. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective.

There were no changes in the Company’s internal control over financial reporting in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the first quarter of 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Risk factors

As filed, 280 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.

In addition to the other information set forth in the Form 10-Q, you should carefully consider the risk factors that appeared under Item 1A “Risk Factors” disclosed in the Company’s December 31, 2023 Annual Report on Form 10-K as filed with the Securities and Exchange Commission.

Figures reported in this filing

Standardized line items from the XBRL in this filing, for the period ended 2024-03-31. Comparative periods it repeats are left out.

Figures reported in this filing
Line itemPeriodValueXBRL concept
Interest expense3 months2024-01-01 to 2024-03-31$3.0mus-gaap:InterestExpense
Income tax3 months2024-01-01 to 2024-03-31−$100.0kus-gaap:IncomeTaxExpenseBenefit
Net income3 months2024-01-01 to 2024-03-31−$306.0kus-gaap:NetIncomeLoss
Diluted EPS3 months2024-01-01 to 2024-03-31−$0.06us-gaap:EarningsPerShareDiluted
Basic EPS3 months2024-01-01 to 2024-03-31−$0.06us-gaap:EarningsPerShareBasic
Diluted shares (weighted)3 months2024-01-01 to 2024-03-315,467,653 sharesus-gaap:WeightedAverageNumberOfDilutedSharesOutstanding
Operating cash flow3 months2024-01-01 to 2024-03-31−$398.0kus-gaap:NetCashProvidedByUsedInOperatingActivities
Total assetsAt period end2024-03-31$564.2mus-gaap:Assets
Total liabilitiesAt period end2024-03-31$492.7mus-gaap:Liabilities
Shareholders' equityAt period end2024-03-31$71.5mus-gaap:StockholdersEquity

Source: SEC EDGAR, the filing index for accession 0000950170-24-055922. Last ingested by Listed: Oct 24, 2026, 15:06 ET. Listed shows no prices and gives no investment advice.