Bridgewater Bancshares Inc [BWB] Filings

10-Q 1 bwb-20220331x10q.htm 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ________

Commission File Number 001-38412

BRIDGEWATER BANCSHARES, INC.

(Exact name of registrant as specified in its charter)


Minnesota (State or other jurisdiction of incorporation or organization)		26-0113412 (I.R.S. Employer Identification No.)

4450 Excelsior Boulevard, Suite 100 St. Louis Park, Minnesota (Address of principal executive offices)		55416 (Zip Code)

(952) 893-6868

(Registrant’s telephone number, including area code)

. Securities registered pursuant to Section 12(b) of the Act:


Title of each class:	Trading Symbol	Name of each exchange on which registered:
Common Stock, $0.01 Par Value	BWB	The Nasdaq Stock Market LLC
Depositary Shares, each representing a 1/100^th interest in a share of 5.875% Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share	BWBBP	The Nasdaq Stock Market LLC

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 filing requirements for the past 90 days. Yes ☒ No ☐

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). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.


Large accelerated filer	☐	Accelerated filer	☒
Non-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 ☒

The number of shares of the Common Stock outstanding as of May 2, 2022 was 27,975,443.

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PART I FINANCIAL INFORMATION	3

Item 1. Consolidated Financial Statements (unaudited)	3
Consolidated Balance Sheets	3
Consolidated Statements of Income	4
Consolidated Statements of Comprehensive Income	5
Consolidated Statements of Shareholders’ Equity	6
Consolidated Statements of Cash Flows	7
Notes to Consolidated Financial Statements	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3. Quantitative and Qualitative Disclosures About Market Risk	57
Item 4. Controls and Procedures	59

PART II OTHER INFORMATION	59

Item 1. Legal Proceedings	59
Item 1A. Risk Factors	59
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	60
Item 3. Defaults Upon Senior Securities	60
Item 4. Mine Safety Disclosures	60
Item 5. Other Information	61
Item 6. Exhibits	61

SIGNATURES	62

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PART 1 – FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

Bridgewater Bancshares, Inc. and Subsidiaries

Consolidated Balance Sheets

(dollars in thousands, except share data)


	March 31,		December 31,
	2022		2021
	(Unaudited)
ASSETS
Cash and Cash Equivalents	$	71,887	$	143,473
Bank-Owned Certificates of Deposit		1,139		1,876
Securities Available for Sale, at Fair Value		459,090		439,362
Loans, Net of Allowance for Loan Losses of $41,692 at March 31, 2022 (unaudited) and $40,020 at December 31, 2021		2,937,210		2,769,917
Federal Home Loan Bank (FHLB) Stock, at Cost		6,846		5,242
Premises and Equipment, Net		49,044		49,395
Accrued Interest		9,596		9,186
Goodwill		2,626		2,626
Other Intangible Assets, Net		431		479
Other Assets		70,051		56,103
Total Assets	$	3,607,920	$	3,477,659

LIABILITIES AND EQUITY
LIABILITIES
Deposits:
Noninterest Bearing	$	835,482	$	875,084
Interest Bearing		2,200,129		2,071,153
Total Deposits		3,035,611		2,946,237
Federal Funds Purchased		23,000		—
FHLB Advances		42,500		42,500
Subordinated Debentures, Net of Issuance Costs		92,349		92,239
Accrued Interest Payable		1,576		1,409
Other Liabilities		33,443		16,002
Total Liabilities		3,228,479		3,098,387

SHAREHOLDERS' EQUITY
Preferred Stock- $0.01 par value; Authorized 10,000,000
Preferred Stock - Issued and Outstanding 27,600 Series A shares ($2,500 liquidation preference) at March 31, 2022 (unaudited) and December 31, 2021		66,514		66,514
Common Stock- $0.01 par value; Authorized 75,000,000
Common Stock - Issued and Outstanding 28,150,389 at March 31, 2022 (unaudited) and 28,206,566 at December 31, 2021		282		282
Additional Paid-In Capital		103,756		104,123
Retained Earnings		210,596		199,347
Accumulated Other Comprehensive Income (Loss)		(1,707)		9,006
Total Shareholders' Equity		379,441		379,272
Total Liabilities and Equity	$	3,607,920	$	3,477,659

See accompanying notes to consolidated financial statements.

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Bridgewater Bancshares, Inc. and Subsidiaries

Consolidated Statements of Income

(dollars in thousands, except per share data)

(Unaudited)


	Three Months Ended
	March 31,		March 31,
	2022		2021
INTEREST INCOME
Loans, Including Fees	$	31,744	$	27,908
Investment Securities		2,870		2,420
Other		80		112
Total Interest Income		34,694		30,440

INTEREST EXPENSE
Deposits		3,158		3,671
Notes Payable		—		61
FHLB Advances		150		228
Subordinated Debentures		1,197		1,085
Federal Funds Purchased		9		—
Total Interest Expense		4,514		5,045

NET INTEREST INCOME		30,180		25,395
Provision for Loan Losses		1,675		1,100

NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES		28,505		24,295

NONINTEREST INCOME
Customer Service Fees		281		234
Other Income		1,276		774
Total Noninterest Income		1,557		1,008

NONINTEREST EXPENSE
Salaries and Employee Benefits		8,694		7,102
Occupancy and Equipment		1,085		1,055
Other Expense		3,729		2,766
Total Noninterest Expense		13,508		10,923

INCOME BEFORE INCOME TAXES		16,554		14,380
Provision for Income Taxes		4,292		3,709
NET INCOME		12,262		10,671
Preferred Stock Dividends		(1,013)		—
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS	$	11,249	$	10,671

EARNINGS PER SHARE
Basic	$	0.40	$	0.38
Diluted		0.39		0.37

See accompanying notes to consolidated financial statements.

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Bridgewater Bancshares, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

(dollars in thousands)

(Unaudited)


	Three Months Ended
	March 31,
	2022		2021
Net Income	$	12,262	$	10,671
Other Comprehensive Income (Loss):
Unrealized Losses on Available for Sale Securities		(23,013)		(2,516)
Unrealized Gains on Cash Flow Hedges		9,029		5,605
Reclassification Adjustment for Losses Realized in Income		423		328
Income Tax Impact		2,848		(695)
Total Other Comprehensive Income (Loss), Net of Tax		(10,713)		2,722
Comprehensive Income	$	1,549	$	13,393

See accompanying notes to consolidated financial statements.

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Bridgewater Bancshares, Inc. and Subsidiaries

Consolidated Statements of Shareholders’ Equity

Three Months Ended March 31, 2022 and 2021

(dollars in thousands, except share data)

(Unaudited)


										Accumulated
						Additional				Other
	Preferred		Common Stock			Paid-In		Retained		Comprehensive
Three Months Ended	Stock		Shares	Amount		Capital		Earnings		Income (Loss)		Total

BALANCE December 31, 2020	$	—	28,143,493	$	281	$	103,714	$	154,831	$	6,579	$	265,405
Stock-based Compensation		—	5,008		—		574		—		—		574
Comprehensive Income		—	—		—		—		10,671		2,722		13,393
Stock Options Exercised		—	1,400		—		12		—		—		12
Stock Repurchases		—	(16,618)		—		(208)		—		—		(208)
Issuance of Restricted Stock Awards		—	—		—		—		—		—		—
Restricted Shares Withheld for Taxes		—	(354)		—		(5)		—		—		(5)
BALANCE March 31, 2021	$	—	28,132,929	$	281	$	104,087	$	165,502	$	9,301	$	279,171

BALANCE December 31, 2021	$	66,514	28,206,566	$	282	$	104,123	$	199,347	$	9,006	$	379,272
Stock-based Compensation		—	4,656		—		831		—		—		831
Comprehensive Income (Loss)		—	—		—		—		12,262		(10,713)		1,549
Stock Options Exercised		—	10,000		—		21		—		—		21
Stock Repurchases		—	(71,038)		—		(1,203)		—		—		(1,203)
Forfeiture of Restricted Stock Awards		—	(400)		—		(1)		—		—		(1)
Vested Restricted Stock Units		—	1,500		—		—		—		—		—
Restricted Shares Withheld for Taxes		—	(895)		—		(15)		—		—		(15)
Preferred Stock Dividend		—	—		—		—		(1,013)		—		(1,013)
BALANCE March 31, 2022	$	66,514	28,150,389	$	282	$	103,756	$	210,596	$	(1,707)	$	379,441

See accompanying notes to consolidated financial statements.

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Bridgewater Bancshares, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(dollars in thousands)

(Unaudited)


	Three Months Ended
	March 31,
	2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	$	12,262	$	10,671
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Net Amortization on Securities Available for Sale		681		814
Provision for Loan Losses		1,675		1,100
Depreciation of Premises and Equipment		628		554
Amortization of Other Intangible Assets		48		48
Amortization of Subordinated Debt Issuance Costs		110		87
Stock-based Compensation		831		574
Changes in Operating Assets and Liabilities:
Accrued Interest Receivable and Other Assets		(1,377)		1,141
Accrued Interest Payable and Other Liabilities		16,423		6,295
Net Cash Provided by Operating Activities		31,281		21,284

CASH FLOWS FROM INVESTING ACTIVITIES
Decrease in Bank-Owned Certificates of Deposit		737		491
Proceeds from Sales of Securities Available for Sale		—		1,650
Proceeds from Maturities, Paydowns, Payups and Calls of Securities Available for Sale		8,531		8,838
Purchases of Securities Available for Sale		(51,449)		(18,674)
Net Increase in Loans		(168,968)		(97,527)
Net Increase in FHLB Stock		(1,604)		(793)
Purchases of Premises and Equipment		(277)		(864)
Net Cash Used in Investing Activities		(213,030)		(106,879)

CASH FLOWS FROM FINANCING ACTIVITIES
Net Increase in Deposits		89,374		137,017
Net Increase in Federal Funds Purchased		23,000		—
Principal Payments on Notes Payable		—		(11,000)
Preferred Stock Dividends Paid		(1,013)		—
Stock Options Exercised		21		12
Stock Repurchases		(1,203)		(208)
Forfeiture of Restricted Stock Awards		(1)
Shares Repurchased for Tax Withholdings Upon Vesting of Restricted Stock-Based Awards		(15)		(5)
Net Cash Provided by Financing Activities		110,163		125,816

NET CHANGE IN CASH AND CASH EQUIVALENTS		(71,586)		40,221
Cash and Cash Equivalents Beginning		143,473		160,675
Cash and Cash Equivalents Ending	$	71,887	$	200,896

SUPPLEMENTAL CASH FLOW DISCLOSURE
Cash Paid for Interest	$	4,238	$	4,837
Cash Paid for Income Taxes		40		295
Net Investment Securities Purchased but Not Settled		503		1,840

See accompanying notes to consolidated financial statements.

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Bridgewater Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

Note 1: Description of the Business and Summary of Significant Accounting Policies

Organization

Bridgewater Bancshares, Inc. (the “Company”) is a financial holding company whose operations consist of the ownership of its wholly-owned subsidiaries, Bridgewater Bank (the “Bank”) and Bridgewater Risk Management, Inc. The Bank commenced operations in 2005 and provides retail and commercial loan and deposit services, principally to customers within the Minneapolis-St. Paul-Bloomington, MN-WI Metropolitan Statistical Area. In 2008, the Bank formed BWB Holdings, LLC, a wholly owned subsidiary of the Bank, for the purpose of holding repossessed property. In 2018, the Bank formed Bridgewater Investment Management, Inc., a wholly owned subsidiary of the Bank, for the purpose of holding certain municipal securities and to engage in municipal lending activities.

Bridgewater Risk Management, Inc. was incorporated in December 2016 as a wholly owned insurance company. It insures the Company and its subsidiaries against certain risks unique to the operations of the Company and for which insurance may not be currently available or economically feasible in today’s insurance marketplace. Bridgewater Risk Management pools resources with several other insurance company subsidiaries of financial institutions to spread a limited amount of risk among themselves.

Basis of Presentation

The accompanying unaudited consolidated financial statements were prepared in accordance with instructions for Form 10-Q and, therefore, do not include all disclosures necessary for a complete presentation of the consolidated balance sheets, consolidated statements of income, consolidated statements of comprehensive income, consolidated statements of shareholders’ equity and consolidated statements of cash flows in conformity with U.S. generally accepted accounting principles (“GAAP”). However, all normal recurring adjustments which are, in the opinion of management, necessary for the fair presentation of the interim financial statements have been included. The results of operations for the three-month period ended March 31, 2022 are not necessarily indicative of the results which may be expected for the entire year. For further information, refer to the consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 8, 2022.

Principles of Consolidation

These consolidated financial statements include the amounts of the Company, the Bank, with locations in Bloomington, Greenwood, Minneapolis (2), St. Louis Park, Orono, and St. Paul, Minnesota, BWB Holdings, LLC, Bridgewater Investment Management, Inc., and Bridgewater Risk Management, Inc. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates in Preparation of Financial Statements

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Information available which could affect judgements includes, but is not limited to, changes in interest rates, changes in the performance of the economy, including COVID-19 pandemic related changes, and changes in the financial condition of borrowers.

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Material estimates that are particularly susceptible to significant change in the near term include the determination of the allowance for loan losses, calculation of deferred tax assets, fair value of financial instruments, and investment securities impairment.

Emerging Growth Company

The Company qualifies as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. In addition, even if the Company complies with the greater obligations of public companies that are not emerging growth companies, the Company may avail itself of the reduced requirements applicable to emerging growth companies from time to time in the future, so long as the Company is an emerging growth company. The Company will continue to be an emerging growth company until the earliest to occur of: (1) the end of the fiscal year following the fifth anniversary of the date of the first sale of common equity securities under the Company’s Registration Statement on Form S-1, which was declared effective by the SEC on March 13, 2018; (2) the last day of the fiscal year in which the Company has $1.07 billion or more in annual revenues; (3) the date on which the Company is deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); or (4) the date on which the Company has, during the previous three-year period, issued publicly or privately, more than $1.0 billion in non-convertible debt securities.

Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933 for complying with new or revised accounting standards. As an emerging growth company, the Company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company elected to take advantage of the benefits of this extended transition period.

Impact of Recently Issued Accounting Guidance

In March 2022, the FASB issued ASU 2022-02, Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. This ASU updates guidance in Topic 326 to eliminate the accounting guidance for TDRs by creditors in Subtopic 310-40, Receivables – Troubled Debt Restructurings by Creditors, while enhancing disclosure requirements for certain loan refinancing and restructuring activities by creditors when a borrower is experiencing financial difficulty. Additionally, the amendments to ASC 326 require that an entity disclose current period gross write offs by year of origination within the vintage disclosures, which requires that an entity disclose the amortized cost basis of financing receivables by credit quality indicator and class of financing receivables by year of origination. ASU 2022-02 is effective for fiscal years beginning after December 15, 2022 for companies that have adopted CECL, including interim periods within those fiscal years, with early adoption permitted. The Company is in the process of evaluating the provisions of this ASU and its effects on the consolidated financial statements, however the adoption of this guidance is not expected to have a significant impact on the Company’s consolidated financial statements.

Subsequent Events

Subsequent events have been evaluated through May 5, 2022, which is the date the consolidated financial statements were available to be issued.

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Note 2: Earnings Per Share

Basic earnings per common share are computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings per common share are computed by dividing net income by the weighted average number of common shares adjusted for the dilutive effect of stock compensation. For the three months ended March 31, 2022 and 2021, respectively, 300,500 and 314,800, of stock options, restricted stock awards and restricted stock units were excluded from the calculation because they were deemed to be anti-dilutive.

The following table presents the numerators and denominators for basic and diluted earnings per share computations for the three months ended March 31, 2022 and 2021:


	Three Months Ended
	March 31,
(dollars in thousands, except per share data)	2022		2021
Net Income Available to Common Shareholders	$	11,249	$	10,671
Weighted Average Common Stock Outstanding:
Weighted Average Common Stock Outstanding (Basic)		28,123,809		28,017,366
Dilutive Effect of Stock Compensation		1,032,276		927,846
Weighted Average Common Stock Outstanding (Dilutive)		29,156,085		28,945,212

Basic Earnings per Common Share	$	0.40	$	0.38
Diluted Earnings per Common Share		0.39		0.37

Note 3: Securities

The following tables present the amortized cost and estimated fair value of securities with gross unrealized gains and losses at March 31, 2022 and December 31, 2021:


	March 31, 2022
			Gross		Gross
	Amortized		Unrealized		Unrealized
(dollars in thousands)	Cost		Gains		Losses		Fair Value
Securities Available for Sale:
U.S. Treasury Securities	$	17,448	$	—	$	(97)	$	17,351
Municipal Bonds		171,546		1,887		(9,215)		164,218
Mortgage-Backed Securities		131,480		53		(6,983)		124,550
Corporate Securities		83,834		1,060		(927)		83,967
SBA Securities		27,836		90		(223)		27,703
Asset-Backed Securities		40,846		617		(162)		41,301
Total Securities Available for Sale	$	472,990	$	3,707	$	(17,607)	$	459,090


	December 31, 2021
			Gross		Gross
	Amortized		Unrealized		Unrealized
(dollars in thousands)	Cost		Gains		Losses		Fair Value
Securities Available for Sale:
U.S. Treasury Securities	$	756	$	—	$	(2)	$	754
Municipal Bonds		151,665		7,492		(788)		158,369
Mortgage-Backed Securities		125,563		1,085		(2,111)		124,537
Corporate Securities		81,925		2,740		(185)		84,480
SBA Securities		30,474		102		(206)		30,370
Asset-Backed Securities		39,867		1,044		(59)		40,852
Total Securities Available for Sale	$	430,250	$	12,463	$	(3,351)	$	439,362

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The following tables present the fair value and gross unrealized losses of securities with unrealized losses, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at March 31, 2022 and December 31, 2021:


	Less Than 12 Months				12 Months or Greater				Total
			Unrealized				Unrealized				Unrealized
(dollars in thousands)	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
March 31, 2022
U.S. Treasury Securities	$	17,351	$	(97)	$	—	$	—	$	17,351	$	(97)
Municipal Bonds		96,153		(7,938)		11,233		(1,277)		107,386		(9,215)
Mortgage-Backed Securities		74,194		(2,977)		39,942		(4,006)		114,136		(6,983)
Corporate Securities		29,031		(838)		1,910		(89)		30,941		(927)
SBA Securities		5,594		(24)		13,579		(199)		19,173		(223)
Asset-Backed Securities		13,745		(162)		—		—		13,745		(162)
Total Securities Available for Sale	$	236,068	$	(12,036)	$	66,664	$	(5,571)	$	302,732	$	(17,607)


	Less Than 12 Months				12 Months or Greater				Total
			Unrealized				Unrealized				Unrealized
(dollars in thousands)	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
December 31, 2021
U.S. Treasury Securities	$	754	$	(2)	$	—	$	—	$	754	$	(2)
Municipal Bonds		44,332		(708)		3,757		(80)		48,089		(788)
Mortgage-Backed Securities		36,921		(630)		35,949		(1,481)		72,870		(2,111)
Corporate Securities		9,398		(133)		1,948		(52)		11,346		(185)
SBA Securities		3,896		(7)		16,297		(199)		20,193		(206)
Asset-Backed Securities		6,742		(59)		—		—		6,742		(59)
Total Securities Available for Sale	$	102,043	$	(1,539)	$	57,951	$	(1,812)	$	159,994	$	(3,351)

At March 31, 2022, 372 debt securities had unrealized losses with aggregate depreciation of approximately 5.5% from the Company’s amortized cost basis. At December 31, 2021, 199 debt securities had unrealized losses with aggregate depreciation of approximately 2.1% from the Company’s amortized cost basis. These unrealized losses related principally to changes in interest rates and were not due to changes in the financial condition of the issuer, the quality of any underlying assets, or applicable credit enhancements. In analyzing whether unrealized losses on debt securities are other than temporary, management considers whether the securities are issued by a government body or agency, whether a rating agency has downgraded the securities, industry analysts’ reports, the financial condition and performance of the issuer, and the quality of any underlying assets or credit enhancements. Since management has the ability and intent to hold these debt securities for the foreseeable future, no declines were deemed to be other than temporary as of March 31, 2022.

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The following table presents a summary of amortized cost and estimated fair value of debt securities by the lesser of expected call date or contractual maturity as of March 31, 2022. Call date is used when a call of the debt security is expected, as determined by the Company when the security has a market value above its amortized cost. Contractual maturities will differ from expected maturities for mortgage-backed, SBA securities and asset-backed securities because borrowers may have the right to call or prepay obligations without penalties.

Bridgewater Bancshares Inc [BWB] Filings

Bridgewater Bancshares Inc [BWBBP] Filings