UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
OR
For the transition period from _______________ to _______________
Commission File No.
(Exact Name of Registrant as Specified in Its Charter)
|
||
(State or Other Jurisdiction of Incorporation or Organization) |
|
(I.R.S. Employer Identification No.) |
|
|
|
|
|
|
(Address of Principal Executive Offices) |
|
(Zip Code) |
(
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
|
|
The |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one)
Large accelerated filer |
|
Accelerated filer |
|
Smaller reporting company |
|
|
|
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes No
1895 Bancorp of Wisconsin, Inc.
Form 10-Q
Table of Contents
|
|
|
|
Page |
PART I. FINANCIAL INFORMATION |
||||
|
|
|
|
|
Item 1. |
|
|
1 |
|
|
|
|
|
|
|
|
Consolidated Balance Sheets at June 30, 2024 (unaudited) and December 31, 2023 |
|
1 |
|
|
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
|
|
3 |
|
|
|
|
|
|
|
|
|
4 |
|
|
|
|
|
|
|
|
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023 (unaudited) |
|
5 |
|
|
|
|
|
|
|
|
6 |
|
|
|
|
|
|
Item 2. |
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
|
35 |
|
|
|
|
|
Item 3. |
|
|
46 |
|
|
|
|
|
|
Item 4. |
|
|
46 |
|
|
|
|
|
|
PART II. OTHER INFORMATION |
||||
|
|
|
|
|
Item 1. |
|
|
47 |
|
|
|
|
|
|
Item 1A. |
|
|
47 |
|
|
|
|
|
|
Item 2. |
|
Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities |
|
47 |
|
|
|
|
|
Item 3. |
|
|
47 |
|
|
|
|
|
|
Item 4. |
|
|
47 |
|
|
|
|
|
|
Item 5. |
|
|
47 |
|
|
|
|
|
|
Item 6. |
|
|
48 |
|
|
|
|
|
|
|
|
|
49 |
|
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
1895 Bancorp of Wisconsin, Inc.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
|
|
June 30, |
|
|
December 31, |
|
||
|
|
(unaudited) |
|
|
|
|
||
Assets |
|
|
|
|
|
|
||
Cash and due from banks |
|
$ |
|
|
$ |
|
||
Fed funds sold |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Marketable equity securities, stated at fair value |
|
|
|
|
|
|
||
Available-for-sale securities, stated at fair value (amortized cost $ |
|
|
|
|
|
|
||
Loans held for sale |
|
|
|
|
|
|
||
Loans, net of deferred costs |
|
|
|
|
|
|
||
Allowance for credit losses for loans |
|
|
( |
) |
|
|
( |
) |
Total loans, net of deferred loan costs and allowance for credit losses |
|
|
|
|
|
|
||
Premises and equipment, net |
|
|
|
|
|
|
||
Mortgage servicing rights, net |
|
|
|
|
|
|
||
Federal Home Loan Bank (FHLB) stock, at cost |
|
|
|
|
|
|
||
Accrued interest receivable |
|
|
|
|
|
|
||
Cash value of life insurance |
|
|
|
|
|
|
||
Other assets |
|
|
|
|
|
|
||
TOTAL ASSETS |
|
$ |
|
|
$ |
|
||
Liabilities and Stockholders’ Equity |
|
|
|
|
|
|
||
Deposits |
|
$ |
|
|
$ |
|
||
Advance payments by borrowers for taxes and insurance |
|
|
|
|
|
|
||
FHLB advances |
|
|
|
|
|
|
||
Accrued interest payable |
|
|
|
|
|
|
||
Other liabilities |
|
|
|
|
|
|
||
TOTAL LIABILITIES |
|
|
|
|
|
|
||
Preferred stock, $ |
|
|
|
|
|
|
||
Common stock (par value $ |
|
|
|
|
|
|
||
Additional paid-in capital |
|
|
|
|
|
|
||
Unallocated common stock of Employee Stock Ownership Plan (ESOP), |
|
|
( |
) |
|
|
( |
) |
Less treasury stock at cost, |
|
|
( |
) |
|
|
( |
) |
Retained earnings |
|
|
|
|
|
|
||
Accumulated other comprehensive loss, net of income taxes |
|
|
( |
) |
|
|
( |
) |
Total stockholders’ equity |
|
|
|
|
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
$ |
|
|
$ |
|
||
See accompanying notes to the unaudited consolidated financial statements.
1
1895 BANCORP OF WISCONSIN, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts) – Unaudited
|
|
Three months ended |
|
|
Six months ended |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Interest and dividend income: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loans, including fees |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Securities, taxable |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total interest and dividend income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest-bearing deposits |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Borrowed funds |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other interest-bearing funds |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net interest income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Provision for credit losses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net interest income after provision for credit losses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Noninterest income: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Service charges and other fees |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loan servicing, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net gain on sale of loans |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Increase in cash surrender value of insurance |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unrealized gain on marketable equity securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total noninterest income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Noninterest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Salaries and employee benefits |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unrealized gain on marketable equity securities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Advertising and promotions |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Data processing |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Occupancy and equipment |
|
|
|
|
|
|
|
|
|
|
|
|
||||
FDIC assessment |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total noninterest expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss before income taxes |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Income tax benefit |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Loss per share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Diluted(1) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted(1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
See accompanying notes to the unaudited consolidated financial statements.
(1)
2
1895 Bancorp of Wisconsin, Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands) - Unaudited
|
|
Three months ended |
|
|
Six months ended |
|
||||||||||
|
|
2024 |
|
|
2023 |
|
|
2024 |
|
|
2023 |
|
||||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unrealized holding gains (losses) arising during the |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
||
Other comprehensive income (loss) before tax effect |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
||
Tax effect of other comprehensive income (loss) items |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Other comprehensive income (loss), net of tax |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
||
Comprehensive income (loss) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
See accompanying notes to the unaudited consolidated financial statements.
3
1895 Bancorp of Wisconsin, Inc.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(In thousands) - Unaudited
|
Common Stock |
|
|
Additional Paid-In Capital |
|
|
Unallocated Common Stock of ESOP |
|
|
Treasury Stock |
|
|
Retained Earnings |
|
|
Accumulated Other Comprehensive Income (Loss) |
|
|
Total Stockholders' Equity |
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Balance as of March 31, 2023 |
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Net loss |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Other comprehensive (loss) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
ESOP shares committed to be released ( |
|
— |
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Sale of common stock by Rabbi Trust |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Repurchase and cancellation of shares-stock repurchase program ( |
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Retirement of common stock |
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Stock compensation expense |
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Balance as of June 30, 2023 |
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Balance as of March 31, 2024 |
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Net loss |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Other comprehensive income |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
ESOP shares committed to be released ( |
|
— |
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Repurchase and cancellation of shares-stock repurchase program ( |
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Retirement of common stock |
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Stock compensation expense |
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Balance as of June 30, 2024 |
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Balance as of January 1, 2023 |
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Net loss |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Other comprehensive income |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
ESOP shares committed to be released ( |
|
— |
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Repurchase and cancellation of shares-stock repurchase program ( |
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Sale of common stock by Rabbi Trust |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Retirement of common stock |
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Stock compensation expense |
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Balance as of June 30, 2023 |
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Balance as of January 1, 2024 |
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
Net loss |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Other comprehensive (loss) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
ESOP shares committed to be released ( |
|
— |
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Repurchase and cancellation of shares-stock repurchase program ( |
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Retirement of common stock |
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Stock compensation expense |
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Balance as of June 30, 2024 |
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||||
See accompanying notes to the unaudited consolidated financial statements.
4
1895 BANCORP OF WISCONSIN, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands) - Unaudited
|
Six months ended June 30, |
|
|||||
|
2024 |
|
|
2023 |
|
||
Cash flows from operating activities |
|
|
|
|
|
||
Net loss |
$ |
( |
) |
|
$ |
( |
) |
Adjustments to reconcile net loss to net cash from operating activities |
|
|
|
|
|
||
Net amortization of investment securities |
|
|
|
|
|
||
Depreciation |
|
|
|
|
|
||
Provision for credit losses |
|
|
|
|
|||