# Waterstone Financial, Inc.: Form 10-Q for the period ended Mar 31, 2023

- Company: [Waterstone Financial, Inc.](/companies/wsbf.md) (CIK 1569994)
- Form: 10-Q
- Filed: 2023-05-02
- Accepted by EDGAR: May 2, 2023, 16:55 ET
- Period: 2023-03-31
- Accession: 0001437749-23-012126
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1569994/000143774923012126/wsbf20230331_10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1569994/000143774923012126/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2023-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Interest expense | 3 months, 2023-01-01 to 2023-03-31 | $8.1m | us-gaap:InterestExpense |
| Income tax | 3 months, 2023-01-01 to 2023-03-31 | $627.0k | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2023-01-01 to 2023-03-31 | $2.2m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2023-01-01 to 2023-03-31 | $0.10 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2023-01-01 to 2023-03-31 | $0.10 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2023-01-01 to 2023-03-31 | 20,980,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2023-01-01 to 2023-03-31 | −$31.4m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2023-01-01 to 2023-03-31 | $52.0k | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 3 months, 2023-01-01 to 2023-03-31 | $4.2m | us-gaap:PaymentsOfDividendsCommonStock |
| Share repurchases | 3 months, 2023-01-01 to 2023-03-31 | $5.8m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2023-03-31 | $45.9m | us-gaap:Cash |
| Total assets | at 2023-03-31 | $2.11bn | us-gaap:Assets |
| Total liabilities | at 2023-03-31 | $1.75bn | us-gaap:Liabilities |
| Long-term debt | at 2023-03-31 | $501.7m | us-gaap:LongTermDebt |
| Shareholders' equity | at 2023-03-31 | $365.8m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 53,167 characters.

### 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;
- 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;
- changes in liquidity, including the size and composition of our deposit portfolio, and the percentage of uninsured deposits in the portfolio;
- 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 pandemic, including COVID-19, and related government actions;
- 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.

37

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, 2022.

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 months ended March 31, 2023 and 2022 and the financial condition as of March 31, 2023 compared to the financial condition as of December 31, 2022.

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 27 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 months ended March 31, 2023 and 2022, 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.

### Recent Industry Developments

During the first quarter of 2023, the banking industry experienced significant volatility with multiple high-profile bank failures and industry-wide concerns related to liquidity, deposit outflows, unrealized securities losses and eroding consumer confidence in the banking system. Despite these negative industry developments, the Company’s liquidity position and balance sheet remains stable. The Company’s total deposits decreased by 1.3% as compared to December 31, 2022, to $1.18 billion at March 31, 2023 as we experienced minimal deposit outflow in the first quarter. The Company also took a number of preemptive actions, which included proactive outreach to clients and actions to maximize its funding sources in response to these recent developments. Furthermore, the Company’s capital remains well capitalized with a Total Capital ratio of 23.27% as of March 31, 2023.

### Significant Items

There were no significant items that impacted earnings for the three months ended March 31, 2023 and 2022.

### Comparison of Community Banking Segment Results of Operations for the Three Months Ended March 31, 2023 and 2022

Net income totaled $4.8 million for the three months ended March 31, 2023 compared to $4.3 million for the three months ended March 31, 2022. Net interest income increased $2.4 million to $14.0 million for the three months ended March 31, 2023 compared to $11.7 million for the three months ended March 31, 2022. Interest income on loans increased as replacement rates and average loans held for investment balances were higher than in the prior year and interest income on mortgage-related securities increased due to the increase in the average balance and replacement rates. Offsetting the increase in interest income on loans and mortgage-related securities, interest expense on deposits and borrowings increased as replacement rates increased.

There was a provision for credit losses of $388,000 for the three months ended March 31, 2023 compared to a $140,000 negative provision for credit losses for the three months ended March 31, 2022. The provision for credit losses of $388,000 consisted of a $96,000 negative provision related to loans and a $484,000 of provision related to unfunded commitments for the three months ended March 31, 2023. During the three months ended March 31, 2023, we made adjustments to our qualitative factors, primarily to account for the changes in internal metrics and external risk factors. The forecast factor remained unchanged as we monitor the economic environment going forward.

Total noninterest income decreased $445,000 to $987,000 during the three months ended March 31, 2023 due primarily to a decrease in prepayment penalties on loans and gain from death benefit received on one bank-owned life insurance policy during the three months ended March 31, 2022.

Compensation, payroll taxes, and other employee benefits expense decreased $44,000 to $5.2 million primarily due to a decrease in Employee Stock Ownership Plan expense as the average stock price decreased compared to the quarter ending March 31, 2022. Other noninterest expense increased $296,000 to $896,000 as certain loan fees paid to the mortgage banking segment for the purchase of single-family adjustable rate mortgage loans increased. These fees are eliminated in the consolidated statements of income.

### Comparison of Mortgage Banking Segment Results of Operations for the Three Months Ended March 31, 2023 and 2022

Net loss totaled $2.7 million for the three months ended March 31, 2023 compared to net income of $1.1 million for the three months ended March 31, 2022. We originated $442.7 million in mortgage loans held for sale (including sales to the community banking segment) during the three months ended March 31, 2023, which represents a decrease of $265.8 million, or 37.5%, from the $708.5 million originated during the three months ended March 31, 2022. The decrease in loan production volume was driven by a $145.3 million, or 90.4%, decrease in refinance products as mortgage rates have increased over the past year. Mortgage purchase products decreased $120.4 million, or 22.0%, due to inventory constraints in the market, affordability, and interest rate increases. Total mortgage banking noninterest income decreased $10.7 million, or 37.2%, to $18.0 million during the three months ended March 31, 2023 compared to $28.6 million during the three months ended March 31, 2022. The decrease in mortgage banking noninterest income was related to a 37.5% decrease in volume and a 5.4% decrease in gross margin on loans originated and sold for the three months ended March 31, 2023 compared to March 31, 2022. 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 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, 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 96.5% of total originations during the three months ended March 31, 2023, compared to 77.3% of total originations during the three months ended March 31, 2022, respectively, as refinance demand decelerated due to an increase in interest rates over the past year. The mix of loan type trended towards more governmental loans and less conventional loans, with governmental loans and conventional loans comprising 35.2% and 64.8% of all loan originations, respectively, during the three months ended March 31, 2023, compared to 24.5% and 75.5% of all loan originations, respectively, during the three months ended March 31, 2022.

Total compensation, payroll taxes and other employee benefits decreased $5.3 million, or 26.1%, to $15.1 million for the three months ended March 31, 2023 compared to $20.4 million for the three months ended March 31, 2022. The decrease in compensation expense was primarily related to decreased commission expense and salaries driven by decreased loan origination volume and reduction in headcount.

### Consolidated Waterstone Financial, Inc. Results of Operations

*(Dollars In Thousands, except per share amounts)*

|  | Three months ended March 31, 2023 | 2022 |
| --- | ---: | ---: |
| Net income | $2,155 | $5,291 |
| Earnings per share - basic | 0.10 | 0.23 |
| Earnings per share - diluted | 0.10 | 0.23 |
| Annualized return on average assets | 0.43% | 1.00% |
| Annualized return on average equity | 2.35% | 5.00% |

39

### Net Interest Income

### Average Balance Sheets, Interest and Yields/Costs

The following 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.

*(Dollars in Thousands)*

| Assets Interest-earning assets: | Three months ended March 31, 2023 Average Balance | Interest | Yield/Cost | 2022 Average Balance | Interest | Yield/Cost |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Loans receivable and held for sale(1) | $1,654,942 | $19,885 | 4.87% | $1,361,839 | $13,500 | 4.02% |
| Mortgage related securities(2) | 170,218 | 943 | 2.25% | 138,863 | 602 | 1.76% |
| Debt securities, federal funds sold and short-term investments(2) (3) | 115,962 | 1,126 | 3.94% | 519,116 | 987 | 0.77% |
| Total interest-earning assets | 1,941,122 | 21,954 | 4.59% | 2,019,818 | 15,089 | 3.03% |
| Noninterest-earning assets | 107,009 |  |  | 128,813 |  |  |
| Total assets | $2,048,131 |  |  | $2,148,631 |  |  |
| **Liabilities and equity** |  |  |  |  |  |  |
| Interest-bearing liabilities: |  |  |  |  |  |  |
| Demand accounts | $68,564 | 14 | 0.08% | $69,736 | 14 | 0.08% |
| Money market and savings accounts | 322,220 | 1,005 | 1.26% | 404,413 | 210 | 0.21% |
| Time deposits | 648,531 | 3,069 | 1.92% | 610,681 | 555 | 0.37% |
| Total interest-bearing deposits | 1,039,315 | 4,088 | 1.60% | 1,084,830 | 779 | 0.29% |
| Borrowings | 441,716 | 4,007 | 3.68% | 440,252 | 2,387 | 2.20% |
| Total interest-bearing liabilities | 1,481,031 | 8,095 | 2.22% | 1,525,082 | 3,166 | 0.84% |
| Noninterest-bearing liabilities |  |  |  |  |  |  |
| Noninterest-bearing deposits | 143,296 |  |  | 152,900 |  |  |
| Other noninterest-bearing liabilities | 51,840 |  |  | 41,232 |  |  |
| Total noninterest-bearing liabilities | 195,136 |  |  | 194,132 |  |  |
| Total liabilities | 1,676,167 |  |  | 1,719,214 |  |  |
| Equity | 371,964 |  |  | 429,417 |  |  |
| Total liabilities and equity | $2,048,131 |  |  | $2,148,631 |  |  |
| Net interest income / Net interest rate spread (4) |  | 13,859 | 2.37% |  | 11,923 | 2.19% |
| Less: taxable equivalent adjustment |  | 64 | 0.02% |  | 59 | 0.01% |
| Net interest income, as reported |  | $13,795 | 2.35% |  | 11,864 | 2.18% |
| Net interest-earning assets (5) | $460,091 |  |  | $494,736 |  |  |
| Net interest margin (6) |  |  | 2.88% |  |  | 2.38% |
| Tax equivalent effect |  |  | 0.02% |  |  | 0.01% |
| Net interest margin on a fully tax equivalent basis |  |  | 2.90% |  |  | 2.39% |
| Average interest-earning assets to average interest-bearing liabilities |  |  | 131.07% |  |  | 132.44% |

(1) Interest income includes net deferred loan fee amortization income of $151,000 and $195,000 for the three months ended March 31, 2023 and 2022, 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 March 31, 2023 and 2022. The yields on debt securities, federal funds sold and short-term investments before tax-equivalent adjustments were 3.71% and 0.72% for the three months ended March 31, 2023 and 2022, 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.

### 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.

*(In Thousands)*

| Interest income: | Three months ended March 31, 2023 versus 2022 Increase (Decrease) due to Volume | Rate | Net |
| --- | ---: | ---: | ---: |
| Loans receivable and held for sale(1) (2) | $3,221 | $3,164 | $6,385 |
| Mortgage related securities(3) | 153 | 188 | 341 |
| Other earning assets(3) (4) | (32) | 171 | 139 |
| Total interest-earning assets | 3,342 | 3,523 | 6,865 |
| Interest expense: |  |  |  |
| Demand accounts | - | - | - |
| Money market and savings accounts | (34) | 829 | 795 |
| Time deposits | 37 | 2,477 | 2,514 |
| Total interest-bearing deposits | 3 | 3,306 | 3,309 |
| Borrowings | 8 | 1,612 | 1,620 |
| Total interest-bearing liabilities | 11 | 4,918 | 4,929 |
| Net change in net interest income | $3,331 | $(1,395) | $1,936 |

(1) Interest income includes net deferred loan fee amortization income of $151,000 and $195,000 for the three months ended March 31, 2023 and 2022, 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 March 31, 2023 and March 31, 2022.

Net interest income increased $1.9 million, or 16.3%, to $13.8 million during the three months ended March 31, 2023 compared to $11.9 million during the three months ended March 31, 2022.

- Interest income on loans increased $6.4 million, or 47.3%, to $19.9 million due primarily to an 85 basis point increase in average yield on loans as interest rates continued to increase over the past year and an increase in average loan balance as loans held for investment increased. The increase in average loan balance was driven by an increase of a $326.6 million, or 27.1%, in the average balance of loans held for investment offset by a decrease of $33.5 million, or 213%, in average loans held for sale.
- Interest expense on time deposits increased $2.5 million, or 453.0%, to $3.1 million primarily due to a 155 basis point increase in average cost of time deposits. Additionally, the average balance of time deposits increased $37.9 million compared to the prior year period.
- Interest expense on money market, savings, and escrow accounts increased $795,000, or 378.6%, to $1.0 million due primarily to a 105 basis point increase in average cost of money market, savings, and escrow accounts as the account mix shifted towards more savings accounts. Partially offsetting the increase in average cost, the average balance decreased $82.2 million.
- Interest expense on borrowings increased $1.6 million, or 67.9%, to $4.0 million due to a 148 basis point increase in the cost of borrowings during the three months ended March 31, 2023 compared to the three months ended March 31, 2022 as the federal funds rate increased over the past year. Additionally, the average balance increased $1.5 million to $441.7 million during the three months ended March 31, 2023, compared to $440.3 million during the three months ended March 31, 2022.

41

### Provision for Credit Losses

There was a provision for credit losses of $460,000 for the three months ended March 31, 2023 compared to a $76,000 negative provision for credit losses for the three months ended March 31, 2022. The $460,000 provision for credit losses consisted of a $25,000 negative provision related to loans and a $485,000 provision related to unfunded commitments for the three months ended March 31, 2023. During the three months ended March 31, 2023, we made adjustments to our qualitative factors, primarily to account for the changes in internal metrics and external risk factors. The forecast factor remained unchanged as we monitor the economic environment going forward. The increase on the unfunded commitments is due to the increase in unfunded commitments balance.

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 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 Credit Loss" section.

### Noninterest Income

*(Dollars In Thousands)*

|  | Three months ended March 31, 2023 | 2022 | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Service charges on loans and deposits | $430 | $510 | $(80) | (15.7)% |
| Increase in cash surrender value of life insurance | 325 | 316 | 9 | 2.8% |
| Mortgage banking income | 16,770 | 28,275 | (11,505) | (40.7)% |
| Other | 1,029 | 717 | 312 | 43.5% |
| Total noninterest income | $18,554 | $29,818 | $(11,264) | (37.8)% |

Total noninterest income decreased $11.3 million, or 37.8%, to $18.6 million during the three months ended March 31, 2023 compared to $29.8 million during the three months ended March 31, 2022. The decrease resulted primarily from decreases in mortgage banking noninterest income 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 $282.4 million, or 40.4%, to $415.7 million during the three months ended March 31, 2023 compared to $698.1 million during the three months ended March 31, 2022. Gross margin on loans originated and sold decreased 5.4% at the mortgage banking segment. See "Comparison of Mortgage Banking Segment Results of Operations for the Three Months Ended March 31, 2023 and 2022" above for additional discussion of the decrease in mortgage banking income.
- The increase in other noninterest income was due primarily to an increase in gain on sale of mortgage serving rights and in mortgage servicing fee income. During the quarter ended March 31, 2023, the Company sold mortgage servicing rights related to $318.4 million in loans serviced for third parties. The sale generated $3.5 million in net proceeds and a $601,000 gain. There were no comparable sales during the quarter ended March 31, 2022. As of March 31, 2023 and March 31, 2022, the Company maintained servicing rights related to $116.6 million and $409.6 million, respectively, in loans previously sold to third parties. Offsetting the increase from the gain on sale of mortgage servicing rights, gain from death benefit decreased as there was a gain recorded on one bank owned life insurance policy during the three months ended March 31, 2022 compared to none during the three months ended March 31, 2023.

42

*(Dollars In Thousands)*

|  | Three months ended March 31, 2023 | 2022 | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Compensation, payroll taxes, and other employee benefits | $20,052 | $25,535 | $(5,483) | (21.5)% |
| Occupancy, office furniture, and equipment | 2,263 | 2,188 | 75 | 3.4% |
| Advertising | 889 | 905 | (16) | (1.8)% |
| Data processing | 1,122 | 1,202 | (80) | (6.7)% |
| Communications | 251 | 340 | (89) | (26.2)% |
| Professional fees | 416 | 461 | (45) | (9.8)% |
| Real estate owned | 1 | 5 | (4) | N/A |
| Loan processing expense | 1,018 | 1,431 | (413) | (28.9)% |
| Other | 3,095 | 2,868 | 227 | 7.9% |
| Total noninterest expenses | $29,107 | $34,935 | $(5,828) | (16.7)% |

Total noninterest expenses decreased $5.8 million, or 16.7%, to $29.1 million during the three months ended March 31, 2023 compared to $34.9 million during the three months ended March 31, 2022.

- Compensation, payroll taxes and other employee benefits expense at our mortgage banking segment decreased $5.3 million, or 26.1%, to $15.1 million during the three months ended March 31, 2023. The decrease in compensation expense was primarily related to decreased commission expense and salary expense driven by decreased loan origination volume and a reduction in headcount.
- Compensation, payroll taxes and other employee benefits expense at the community banking segment decreased $44,000, or 0.8%, to $5.2 million during the three months ended March 31, 2023. The decrease was due primarily to a decrease in Employee Stock Ownership Plan expense as the average stock price decreased compared to the quarter ending March 31, 2022.
- Occupancy, office furniture and equipment expense at the mortgage banking segment decreased $19,000 to $1.2 million during the three months ended March 31, 2023, primarily resulting from decreased computer equipment expenses.
- Occupancy, office furniture and equipment expense at the community banking segment increased $94,000 to $1.0 million during the three months ended March 31, 2023. The increase was due primarily to increased snow removal and repairs expense.
- Advertising expense decreased $16,000, or 1.8%, to $889,000 million during the three months ended March 31, 2023. This was primarily due to advertising at the community banking segment decreasing as marketing campaigns started off slower compared to prior year. Offsetting the decrease at the community banking segment, the mortgage banking segment increased marketing to attract customers as rates are higher than in the prior year.
- Data processing expense decreased $80,000, or 6.7%, to $1.1 million during the three months ended March 31, 2023. This was primarily due to decreases at the community banking and mortgage banking segments related to decreased spending to start the year.
- Professional fees decreased $45,000 to $416,000 during the three months ended March 31, 2023. The decrease related to a decrease in legal and consulting fees at the mortgage banking segment. Offsetting the decreases at the mortgage banking segment, the community banking segment had an increase in audit and tax expense.
- Loan processing expense decreased $413,000 to $1.0 million during the three months ended March 31, 2023. The decrease was primarily due to a decrease in loan applications and fundings.
- Other noninterest expense increased $227,000, or 7.9%, to $3.1 million during the three months ended March 31, 2023. The increase at the mortgage banking segment related to an increase in provision of loan sale losses and provision for branch losses.

### Income Taxes

Income tax expense totaled $627,000 for the three months ended March 31, 2023 compared to $1.5 million during the three months ended March 31, 2022. Income tax expense was recognized on the statement of income during the three months ended March 31, 2023 and March 31, 2022 at an effective rate of 22.5% of pretax income.

### Comparison of Financial Condition at March 31, 2023 and December 31, 2022

**Total Assets –** Total assets increased by $82.8 million, or 4.1%, to $2.11 billion at March 31, 2023 from $2.03 billion at December 31, 2022. The increase in total assets primarily reflects an increase in loans held for investment and loans held for sale, partially offset by a decrease in other assets. The increase in total assets reflects liability increases in borrowings.

**Cash and Cash Equivalents –** Cash and cash equivalents increased $7.6 million, or 16.2%, to $54.2 million at March 31, 2023, compared to $46.6 million at December 31, 2022. The increase in cash and cash equivalents primarily reflects the increase of funding sources from borrowings and advance payments by borrowers for taxes.

**Securities Available for Sale –** Securities available for sale increased $3.9 million to $200.4 million at March 31, 2023. The increase was primarily due to the increase in fair value as longer term interest rates decreased during the year.

**Loans Held for Sale** - Loans held for sale increased $30.1 million to $161.3 million at March 31, 2023 due to the increase of purchase activity resulting from the usual seasonal activity seen during the spring.

**Loans Receivable** - Loans receivable held for investment increased $40.0 million to $1.55 billion at March 31, 2023. The increase in total loans receivable was attributable to increases in each of the one- to four-family, multi-family, commercial real estate, and commercial loan categories.

The following table shows loan originations during the periods indicated.

*(In Thousands)*

| Real estate loans originated for investment: Residential | For the Three months ended March 31, 2023 | 2022 |
| --- | ---: | ---: |
| One- to four-family | $105,045 | 24,893 |
| Multi-family | 35,764 | 46,019 |
| Home equity | 159 | 1,087 |
| Construction and land | 683 | 3,637 |
| Commercial real estate | 22,789 | 39,316 |
| Total real estate loans originated for investment | 164,440 | 114,952 |
| Consumer loans originated for investment | 6 | - |
| Commercial business loans originated for investment | 14,994 | 3,504 |
| Total loans originated for investment | $179,440 | 118,456 |

44

**Allowance for Credit Losses - Loans -** The allowance for credit losses decreased $13,000 to $17.7 million at March 31, 2023. There was a negative provision for credit losses - loans of $25,000 for the three months ended March 31, 2023. During the three months ended March 31, 2023, we made adjustments to our qualitative factors, primarily to account for the changes in internal metrics and external risk factors. See Note 3 - Loans Receivable of the notes to unaudited consolidated financial statements for further discussion on the allowance for credit losses. Additionally, net recoveries totaled $12,000 for the three months ended March 31, 2023.

**Prepaid expenses and other assets –** Total prepaid expenses and other assets decreased $4.7 million to $55.0 million at March 31, 2023. The decrease was primarily due to a decrease in the fair value mark on derivatives as long term interest rates decreased and mortgage servicing rights as the Company sold $2.7 million of mortgage servicing rights during the period ended March 31, 2023.

**Deposits –** Total deposits decreased $16.1 million to $1.18 billion at March 31, 2023. The decrease was driven by a decrease of $25.1 million in money market and savings deposits and $24.7 million in demand deposits offset by an increase of $33.6 million in time deposits.

**Borrowings –** Total borrowings increased $114.9 million, or 29.7%, to $501.7 million at March 31, 2023. The community banking segment paid off $25.0 million in long-term FHLB borrowings, borrowing $115.0 million of new long-term FHLB borrowings, and $24.8 million in new short-term FHLB borrowings. External short-term borrowings at the mortgage banking segment increased a total of $112,000 at March 31, 2023 from December 31, 2022.

**Advance Payments by Borrowers for Taxes** - Advance payments by borrowers for taxes increased $8.1 million to $13.4 million at March 31, 2023. 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 $19.0 million to $50.7 million at March 31, 2023. 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, and these amounts remain classified as other liabilities until settled. Additionally, other liabilities decreased due to the payment of the special dividend in the first quarter. Additionally, the fair value mark on derivative liabilities related to the loans held for sale and the back-to-back swaps decreased with the decrease in long term interest rates.

**Shareholders’ Equity –** Shareholders' equity decreased $4.7 million to $365.8 million at March 31, 2023. Shareholders' equity decreased primarily due to the declaration of dividends and the repurchase of stock. Partially offsetting the decreases, there were increases due to the net income, an increase in the fair value of the security portfolio, additional paid-in capital as stock options were exercised and equity awards vested, and unearned ESOP shares vesting.

### ASSET QUALITY

### NONPERFORMING ASSETS

*(Dollars in Thousands)*

| Non-accrual loans: Residential | At March 31, 2023 | At December 31, 2022 |
| --- | ---: | ---: |
| One- to four-family | $4,389 | $4,209 |
| Over four-family | - | - |
| Home equity | 88 | 98 |
| Construction and land | - | - |
| Commercial real estate | - | - |
| Commercial | - | - |
| Consumer | - | - |
| Total non-accrual loans | 4,477 | 4,307 |
| Real estate owned |  |  |
| Construction and land | 145 | 145 |
| Total real estate owned | 145 | 145 |
| Total nonperforming assets | $4,622 | $4,452 |
| Total non-accrual loans to total loans, net | 0.29% | 0.29% |
| Total non-accrual loans to total assets | 0.21% | 0.21% |
| Total nonperforming assets to total assets | 0.22% | 0.22% |

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.

A loan is considered collateral-dependent when the debtor is experiencing financial difficulty and repayment is expected to be provided substantially through the sale or operation of the collateral. For all classes of loans and leases deemed collateral-dependent, the Company elected the practical expedient to estimate expected credit losses based on the collateral’s fair value less cost to sell. In most cases, the Company records a specific valuation allowance or a partial charge-off to reduce the loan’s carrying value to the collateral’s fair value less cost to sell. Substantially all of the collateral consists of various types of real estate including residential and commercial properties.

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

*(In Thousands)*

|  | At or for the Three Months Ended March 31, 2023 | 2022 |
| --- | ---: | ---: |
| Balance at beginning of period | $4,307 | $5,574 |
| Additions | 951 | 1,838 |
| Transfers to real estate owned | - | - |
| Charge-offs | - | - |
| Returned to accrual status | (749) | - |
| Principal paydowns and other | (32) | (766) |
| Balance at end of period | $4,477 | $6,646 |

Total non-accrual loans increased by $170,000, or 3.9%, to $4.5 million as of March 31, 2023 compared to $4.3 million as of December 31, 2022. The ratio of non-accrual loans to total loans receivable was 0.29% at March 31, 2023 and at December 31, 2022. During the three months ended March 31, 2023, $951,000 in loans were placed on non-accrual status. Offsetting this activity, $749,000 in loans returned to accrual status and $32,000 in principal payments were received during the three months ended March 31, 2023.

Of the $4.5 million in total non-accrual loans as of March 31, 2023, $2.1 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, no charge-offs have been recorded over the life of these loans and there were no specific reserves as of March 31, 2023. The remaining $2.4 million of non-accrual loans were reviewed on an aggregate basis as of March 31, 2023.

The outstanding principal balance of our five largest non-accrual loans as of March 31, 2023 totaled $2.7 million, which represents 59.5% of total non-accrual loans as of that date. Three of the loans was reviewed on an aggregate basis along with the other loans held for investment at the mortgage segment.

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 March 31, 2023 and December 31, 2022, there were no loans 90 or more days past due and still accruing interest.

### LOAN DELINQUENCY

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

*(Dollars in Thousands)*

|  | At March 31, 2023 | At December 31, 2022 |
| --- | ---: | ---: |
| Loans past due less than 90 days | $5,433 | $2,578 |
| Loans past due 90 days or more | 4,437 | 3,683 |
| Total loans past due | $9,870 | $6,261 |
| Total loans past due to total loans receivable | 0.64% | 0.41% |

Past due loans increased by $3.6 million, or 57.6%, to $9.9 million at March 31, 2023 from $6.3 million at December 31, 2022. Loans past due less than 90 days increased by $2.9 million, or 110.7%, primarily in the one- to four-family category. Loans past due 90 days or more increased by $754,000, or 20.5%, primarily in the one- to four-family loan category, during the three months ended March 31, 2023.

### ALLOWANCE FOR CREDIT LOSSES - LOANS

*(Dollars in Thousands)*

|  | At or for the Three Months Ended March 31, 2023 | 2022(1) |
| --- | ---: | ---: |
| Balance at beginning of period | $17,757 | $15,778 |
| Adoption of CECL (1) | - | 430 |
| Provision (credit) for credit losses - loans | (25) | 81 |
| Charge-offs: |  |  |
| Mortgage |  |  |
| One- to four-family | 3 | - |
| Multi family | - | - |
| Home Equity | - | - |
| Commercial real estate | - | - |
| Construction and land | - | - |
| Consumer | 21 | 1 |
| Commercial | - | - |
| Total charge-offs | 24 | 1 |
| Recoveries: |  |  |
| Mortgage |  |  |
| One- to four-family | 30 | 28 |
| Multi family | - | 572 |
| Home Equity | 4 | 5 |
| Commercial real estate | 1 | 1 |
| Construction and land | 1 | 11 |
| Consumer | - | - |
| Commercial | - | - |
| Total recoveries | 36 | 617 |
| Net recoveries | (12) | (616) |
| Allowance at end of period | $17,744 | $16,905 |
| Ratios: |  |  |
| Allowance for credit losses to non-accrual loans at end of period | 396.34% | 254.36% |
| Allowance for credit losses to loans receivable at end of period | 1.14% | 1.40% |
| Net recoveries to average loans outstanding (annualized) | (0.00)% | (0.21)% |
| Current year provision (credit) for credit losses - loans to net recoveries | 208.33% | (13.15)% |
| Net recoveries (annualized) to beginning of the year allowance | (0.27)% | (15.83)% |

(1) The Company adopted ASU 2016-13 as of January 1, 2022.

The allowance for credit losses - loans decreased $13,000 to $17.7 million at March 31, 2023 from $17.8 million at December 31, 2022. During the three months ended March 31, 2023, there was a $25,000 negative provision for credit losses. Additionally, net recoveries totaled $12,000 for the three months ended March 31, 2023.

We had net recoveries of $12,000, or less than 0.00% of average loans annualized, for the three months ended March 31, 2023, compared to net recoveries of $616,000, or 0.21% of average loans annualized, for the three months ended March 31, 2022.

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 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 credit losses - loans.

The establishment of the amount of the allowance for credit loss 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 three months ended March 31, 2023, primary uses of cash and cash equivalents included: $415.7 million in funding loans held for sale, $40.0 million to fund loans held for investment, $5.7 million for purchases of mortgage related securities, $6.5 million for FHLB stock, $25.0 million for payoffs of long-term borrowings, $4.2 million for cash dividends paid, $16.1 million for decrease in deposits, and $5.8 million for purchases of our common stock.

During the three months ended March 31, 2023, primary sources of cash and cash equivalents included: $400.5 million in proceeds from the sale of loans held for sale, $115.0 million in long-term borrowings, $24.9 million in short-tern borrowings, $4.6 million in principal repayments on mortgage related securities, $1.3 million in maturities of debt securities, and $18.6 million in net income.

During the three months ended March 31, 2022, primary uses of cash and cash equivalents included: $698.1 million in funding loans held for sale, $47.9 million for purchases of mortgage related securities, $155.0 million for payoffs of long-term borrowings, $17.2 million for cash dividends paid, $22.9 million for decrease in deposits, and $13.8 million for purchases of our common stock.

During the three months ended March 31, 2022, primary sources of cash and cash equivalents included: $878.6 million in proceeds from the sale of loans held for sale, $9.0 million in principal repayments on mortgage related securities, $6.4 million in maturies of debt securities, and $5.3 million in net income.

A portion of our liquidity consists of cash and cash equivalents, which are a product of our operating, investing and financing activities. At March 31, 2023 and 2022, respectively, $54.2 million and $278.5 million of our assets were invested in cash and cash equivalents. At March 31, 2023, cash and cash equivalents were comprised of the following: $34.3 million in cash held at the Federal Reserve Bank and other depository institutions and $19.9 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 March 31, 2023, we had $290.0 million in long term advances from the FHLB with contractual maturity dates in 2025, 2027, and 2033. The 2025 advance has a contractual maturity date in September 2025 with a single call option in 2023. The 2027 advance has a contractual maturity date in December 2027. The 2033 advance maturities have monthly and quarterly call options starting in 2023.

At March 31, 2023, we had outstanding commitments to originate loans receivable of $86.5 million. In addition, at March 31, 2023, we had unfunded commitments under construction loans of $67.7 million, unfunded commitments under business lines of credit of $17.1 million and unfunded commitments under home equity lines of credit and standby letters of credit of $11.8 million. At March 31, 2023, certificates of deposit scheduled to mature in one year or less totaled $498.3 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 March 31, 2023, Waterstone Financial, Inc. (on an unconsolidated basis) had liquid assets totaling $52.1 million.

### Capital

Shareholders' equity decreased $4.7 million to $365.8 million at March 31, 2023. Shareholders' equity decreased primarily due to the declaration of dividends and the repurchase of stock. Partially offsetting the decreases, there were increases due to the net income, an increase in the fair value of the security portfolio, additional paid-in capital as stock options were exercised and equity awards vested, and unearned ESOP shares vesting.

The Company's Board of Directors authorized a stock repurchase program in the fourth quarter of 2021. As of March 31, 2023, the Company has 393,000 shares 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 March 31, 2023, WaterStone Bank exceeded all regulatory capital requirements and is considered “well capitalized” under regulatory guidelines. See “Notes to Unaudited Consolidated Financial Statements - Note 7 - Regulatory Capital.”

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

During the three months ended March 31, 2023, we repaid $25.0 million in FHLB long-term debt, borrowed $115.0 million of FHLB long-term debt, and borrowed $24.8 million of additional short-term debt. During the three months ended March 31, 2022, we repaid $155.0 million in FHLB long-term debt.

See Note 6 - Borrowings of the notes to unaudited consolidated financial statements for additional information about the remaining maturities of 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 year ended December 31, 2022.

See Note 9 - Commitments, Off-Balance Sheet Arrangements, and Contingent Liabilities of the notes to unaudited consolidated financial statements for additional information.

## Market risk

As filed, 4,034 characters.

### 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 March 31, 2023 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** |
| As of March 31, 2023 |  |  |  |  |
| Dollar Change | $(5,101) | (3,735) | (2,053) | 162 |
| Percentage Change | (10.81)% | (7.91) | (4.35) | 0.34 |

At March 31, 2023, a 100 basis point instantaneous increase in interest rates had the effect of decreasing forecast net interest income over the next 12 months by 2.37% while a 100 basis point decrease in rates had the effect of increasing net interest income by 0.52%.

## Controls and procedures

As filed, 1,035 characters.

**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.

## Risk factors

As filed, 4,914 characters.

Other than the risk factors set forth below, 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, 2022.

Recent negative developments affecting the banking industry, and resulting media coverage, have eroded customer confidence in the banking system. The recent high-profile bank failures involving Silicon Valley Bank, Signature Bank, and First Republic Bank have generated significant market volatility among publicly traded bank holding companies and, in particular, regional and community banks like the Company. These market developments have negatively impacted customer confidence in the safety and soundness of regional and community banks. As a result, customers may choose to maintain deposits with larger financial institutions or invest in higher yielding short-term fixed income securities, all of which could materially adversely impact the Company’s liquidity, loan funding capacity, net interest margin, capital and results of operations. While the Department of the Treasury, the Federal Reserve, and the FDIC have made statements ensuring that depositors of these recently failed banks would have access to their deposits, including uninsured deposit accounts, there is no guarantee that such actions will be successful in restoring customer confidence in regional and community banks and the banking system more broadly.

We must maintain sufficient funds to respond to the needs of depositors and borrowers. Deposits have traditionally been our primary source of funds for use in lending and investment activities. We also receive funds from loan repayments, investment maturities and income on other interest-earning assets. While we emphasize the generation of low-cost core deposits as a source of funding, there is strong competition for such deposits in our market area. Additionally, deposit balances can decrease if customers perceive alternative investments as providing a better risk/return tradeoff. Accordingly, as a part of our liquidity management, we must use a number of funding sources in addition to deposits and repayments and maturities of loans and investments. As we continue to grow, we are likely to become more dependent on these sources, which may include Federal Home Loan Bank advances, federal funds purchased and brokered certificates of deposit. Adverse operating results or changes in industry conditions could lead to difficulty or an inability to access these additional funding sources.

Our financial flexibility will be severely constrained if we are unable to maintain our access to funding or if adequate financing is not available to accommodate future growth at acceptable interest rates. Further, if we are required to rely more heavily on more expensive funding sources to support liquidity and future growth, our revenues may not increase proportionately to cover our increased costs. In this case, our operating margins and profitability would be adversely affected. Alternatively, we may need to sell a portion of our investment and/or loan portfolio to raise funds, which, depending upon market conditions, could result in us realizing a loss on the sale of such assets.

Any decline in available funding could adversely impact our ability to originate loans, invest in securities, pay our expenses, or fulfill obligations such as repaying our borrowings or meeting deposit withdrawal demands, any of which could have a material adverse impact on our liquidity, business, financial condition and results of operations.

A lack of liquidity could also attract increased regulatory scrutiny and potential restraints imposed on us by regulators. Depending on the capitalization status and regulatory treatment of depository institutions, including whether an institution is subject to a supervisory prompt corrective action directive, certain additional regulatory restrictions and prohibitions may apply, including restrictions on growth, restrictions on interest rates paid on deposits, restrictions or prohibitions on payment of dividends and restrictions on the acceptance of brokered deposits.

Any regulatory examination scrutiny or new regulatory requirements arising from the recent events in the banking industry could increase the Company’s expenses and affect the Company’s operations. The Company also anticipates increased regulatory scrutiny – in the course of routine examinations and otherwise – and new regulations directed towards banks of similar size to the Bank, designed to address the recent negative developments in the banking industry, all of which may increase the Company’s costs of doing business and reduce its profitability. Among other things, there may be an increased focus by both regulators and investors on deposit composition and the level of uninsured deposits.

Filed May 2, 2023.
Source: SEC EDGAR, the filing index for accession 0001437749-23-012126. Last ingested by Listed: Nov 10, 2026, 01:42 ET. No prices; not investment advice.