10-K 1 ffbw-20201231x10k.htm 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the year ended December 31, 2020.

OR

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: 001-39182

FFBW, INC.

(Exact name of registrant as specified in its charter)

Maryland

    

37-1962248

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

1360 South Moorland Road

53005

Brookfield, Wisconsin

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (262) 542-4448

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

Title of each class

    

Trading Symbol(s)

    

Name of each exchange on which registered

Common Stock, par value $0.01 per share

    

FFBW

    

The NASDAQ Stock Market, LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES      NO

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES      NO

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 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

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 has filed a report on and an attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). YES      NO

As of March 24, 2021, there were 7,287,148 issued and outstanding shares of the Registrant’s Common Stock. The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, computed by reference to the closing price of the common stock on June 30, 2020, was approximately $59.5 million.

DOCUMENTS INCORPORATED BY REFERENCE:

(1) Proxy Statement for the 2021 Annual Meeting of Stockholders of the Registrant (Part III). 


TABLE OF CONTENTS

ITEM 1.

BUSINESS

3

ITEM 1A.

RISK FACTORS

34

ITEM 1B.

UNRESOLVED STAFF COMMENTS

34

ITEM 2.

PROPERTIES

35

ITEM 3.

LEGAL PROCEEDINGS

35

ITEM 4.

MINE SAFETY DISCLOSURES

35

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

35

ITEM 6.

SELECTED FINANCIAL DATA

36

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

37

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

46

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

46

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

46

ITEM 9A.

CONTROLS AND PROCEDURES

46

ITEM 9B.

OTHER INFORMATION

47

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

47

ITEM 11.

EXECUTIVE COMPENSATION

47

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

48

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

48

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

48

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

48

ITEM 16.

FORM 10 K SUMMARY

50

CONSOLIDATED FINANCIAL STATEMENTS

F-2

2


PART I

ITEM 1.        Business

FORWARD-LOOKING STATEMENTS

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

Statements of our goals, intentions and expectations;

Statements regarding our business plans, prospects, growth and operating strategies;

Statements regarding the asset quality of our loan and investment portfolios; and

Estimates of our risks and future costs and benefits.

These forward-looking statements are based on our current beliefs and expectations 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. We are under no duty to and do not take any obligation to update any forward-looking statements after the date of this Annual Report.

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 areas, that are worse than expected;

Changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses;

Economic and/or policy changes related to the COVID-19 pandemic;
Our ability to access cost-effective funding;
Fluctuations in real estate values and both residential and commercial real estate market conditions;
Demand for loans and deposits in our market area;
Our ability to implement and change our business strategies;

Competition among depository and other financial institutions;

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 our level of loan originations, or increase the level of defaults, losses and prepayments on loans we have made and make;

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, including as a result of Basel III;

Changes in the quality or composition of our loan or investment portfolios;

Technological changes that may be more difficult or expensive than expected;

The inability of third-party providers to perform as expected;

Our ability to manage market risk, credit risk and operational risk in the current economic environment;

Our ability to enter new markets successfully and capitalize on growth opportunities;

Our ability to successfully integrate into our operations any assets, liabilities, customers, systems and management personnel we may acquire and our ability to realize related revenue synergies and cost savings within expected time frames, and any goodwill charges related thereto;

Changes in consumer spending, borrowing and savings habits;

Changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission or the Public Company Accounting Oversight Board;

Our ability to retain key employees;

Our compensation expense associated with equity allocated or awarded to our employees; and

3


Changes in the financial condition, results of operations or future prospects of issuers of securities that we own.

Because of these and a wide variety of other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements.

BUSINESS OF FFBW, INC.

FFBW, Inc. (the “Company”) is a Maryland corporation that was incorporated in September 2019 to become the stock holding company for First Federal Bank of Wisconsin in connection with the conversion of the former FFBW, MHC from a mutual holding company to a stock holding company. The Company is the successor to FFBW, Inc. a federal corporation, (“Old FFBW”), the former stock holding company of First Federal Bank of Wisconsin and majority-owned subsidiary of the former FFBW, MHC. The conversion was completed effective January 16, 2020. In the conversion, the Company sold 4,268,570 shares of common stock at $10.00 per share, for net proceeds of approximately $41.5 million, and issued 3,436,430 shares of common stock in exchange for the shares of common stock of Old FFBW owned by stockholders of Old FFBW, other than FFBW, MHC, as of the effective date of the conversion. As a result of the conversion, FFBW, MHC and Old FFBW have ceased to exist.

The Company conducts its business principally through its wholly owned subsidiary, First Federal Bank of Wisconsin.

The Company’s executive offices are located at 1360 South Moorland Road, Brookfield, Wisconsin 53005 and its telephone number is (262) 542-4448. Our website address is www.firstfederalwisconsin.com. Information on this website is not and should not be considered a part of this Annual Report on Form 10-K.

The Company is subject to comprehensive regulation and examination by the Board of Governors of the Federal Reserve System. At December 31, 2020, we had total assets of $339.0 million, total deposits of $226.5 million and total equity of $103.3 million. We recorded net income of $1.8 million for the year ended December 31, 2020.

The Company is authorized to pursue business activities permitted by applicable laws and regulations, which may include the acquisition of banking and financial services companies. See “Supervision and Regulation – Holding Company Regulation” for a discussion of the activities that are permitted for savings and loan holding companies. We currently have no understandings or agreements to acquire other financial institutions, although we may determine to do so in the future. We may also borrow funds including for reinvestment in First Federal Bank of Wisconsin.

We neither own nor lease any property, but pay a fee to First Federal Bank of Wisconsin for the use of its premises, equipment and furniture. At the present time, we employ only persons who are officers of First Federal Bank of Wisconsin who also serve as officers of the Company. We use the support staff of First Federal Bank of Wisconsin from time to time and pay a fee to First Federal Bank of Wisconsin for the time devoted to the Company by employees of First Federal Bank of Wisconsin. However, these persons are not separately compensated by the Company. The Company may hire additional employees, as appropriate, to the extent it expands its business in the future.

BUSINESS OF FIRST FEDERAL BANK OF WISCONSIN

General

First Federal Bank of Wisconsin (hereinafter, sometimes referred to as, the “Bank”) is a federally chartered stock savings bank, with its home office in Waukesha, Wisconsin, which is in Waukesha County, located in southeastern Wisconsin approximately 18 miles west of Milwaukee. First Federal Bank of Wisconsin was originally organized in 1922, and has operated continuously in the Milwaukee metropolitan area since that time. In May 2014, we merged with Bay View Federal Savings and Loan Association (“Bay View Federal”), a federal mutual saving association located in Milwaukee, Wisconsin, with approximately $135 million in assets as of the May 17, 2014 closing date of the merger. In the merger, Bay View Federal’s sole office located in the Bay View neighborhood of Milwaukee became a branch office of First Federal Bank of Wisconsin, thereby expanding our presence into Milwaukee County.

4


From our founding in 1922 until 2006, we operated as a traditional thrift institution, offering primarily residential mortgage loans and savings accounts. Beginning in 2006, we expanded our loan operations and began offering commercial products. Our commercial loan offerings have increased significantly in the last decade, including through our merger in 2014 with Bay View Federal.

In July 2016, we hired our current president and chief executive officer, Edward H. Schaefer, and since this time we have conducted an extensive review of our credit, underwriting, information technology and compliance operations. Under the leadership of Mr. Schaefer, we believe that we have significantly upgraded our loan operations, policies, procedures and controls. Among other areas, we have enhanced our commercial real estate and commercial and industrial lending infrastructure. Additionally, consistent with our strategy to grow our commercial loan operations, we have enhanced our suite of deposit products in order to accommodate business customers, and thereby grow our core deposits.

Subject to market conditions, we expect to continue to increase our focus on originating commercial real estate and commercial and industrial loans to continue to diversify our overall loan portfolio, increase the overall yield earned on our loans and assist in managing interest rate risk. We also invest in securities, which have historically consisted of mortgage-backed securities issued by U.S. government sponsored enterprises, municipal securities, corporate debt securities and U.S. government and agency securities. We offer a variety of deposit accounts, including checking accounts, savings accounts, health savings accounts and certificate of deposit accounts. Additionally, we have used advances from the Federal Home Loan Bank of Chicago and brokered certificates of deposit to fund our operations.

In October 2017, we consummated our reorganization to a mutual holding company structure whereby First Federal Bank of Wisconsin became a stock bank and the wholly owned subsidiary of FFBW, Inc. Concurrently with this reorganization, FFBW, Inc. sold 44.6% of its stock to the general public, including First Federal Bank of Wisconsin’s employee stock ownership plan, and issued 55.0% of its stock to FFBW, MHC, our top tier mutual holding company. Additionally, as part of the reorganization, we established a charitable foundation called FFBW Community Foundation and funded it with $250,000 in cash and 25,000 shares. The purpose of this foundation is to make contributions to support various charitable organizations operating in our community now and in the future.

In January 2020, we consummated the mutual to stock conversion of FFBW, MHC. At the effective time of the second-step conversion, FFBW, MHC and Old FFBW ceased to exist and First Federal Bank of Wisconsin became the wholly owned subsidiary of the Company.

In December 2020, the Bank completed the acquisition of substantially all the assets and substantially all the liabilities of Mitchell Bank, a Wisconsin-chartered commercial bank headquartered in Milwaukee, Wisconsin. The purchase price, paid in cash, was $5.0 million for $61.7 million in assets and $56.7 million in liabilities, including $45.6 million in cash and investments, $14.3 million in loans and $56.6 million in deposits. As a result of the transaction, the Bank recorded a bargain purchase gain of $7,000.

Our website address is www.firstfederalwisconsin.com. The Company makes available, through links on our website, its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, amendments to those reports filed or furnished pursuant to Section 13(a) of 15(d) of the Exchange Act, and statements of ownership on Forms 3, 4, 5, and 8. Investors are encouraged to access these reports and other information about our business on our website. The information found on the Company’s website is not incorporated by reference to this or any other report the Company files or furnishes to the SEC.

Impact of COVID-19 Outbreak

During the first quarter of 2020, global financial markets experienced significant volatility resulting from the spread of a novel coronavirus known as COVID-19. In March 2020, the World Health Organization declared COVID-19 a global pandemic and the United States declared a National Public Health Emergency. The COVID-19 pandemic has restricted the level of economic activity in our markets. In response to the pandemic, the governments of the State of Wisconsin and of most other states have taken preventative or protective actions, such as imposing restrictions on travel and business operations, advising or requiring individuals to limit or forego time outside of their homes, and ordering temporary closures of businesses that have been deemed to be non-essential. These measures dramatically increased

5


unemployment in the United States and have negatively impacted many businesses, and thereby threatened the repayment ability of some of our borrowers.

To address the economic impact in the United States, the CARES Act was signed into law on March 27, 2020. The CARES Act included a number of provisions that affected us, including accounting relief for troubled debt restructurings (“TDRs”), or loans for which a portion of interest or principal has been forgiven and loans modified at interest rates materially less than current market rates. The CARES Act also established the Paycheck Protection Program (“PPP”), which allowed us to lend money to small businesses to maintain employee payrolls through the crisis with guarantees from the SBA. Under this program, loan amounts may be forgiven if the borrower maintains employee payrolls and meets certain other requirements.

In addition, the Federal Reserve Board took steps to bolster the economy by, among other things, reducing the federal funds rate and the discount-window borrowing rate to near zero. In response to the COVID-19 pandemic and to protect our employees and customers from potential exposure to the virus, all First Federal Bank of Wisconsin lobbies continue to observe best practice protocols to limit exposure and/or spread of the virus.

We have implemented loan modification programs to provide our borrowers relief from the economic impacts of COVID-19. Based on guidance in the CARES Act, COVID-19 related modifications to loans that were current as of December 31, 2019 are exempt from TDR classification under accounting principles generally accepted in the United States (“U.S. GAAP”). Through December 31, 2020, we had 15 COVID-19 related deferrals totaling $14.6 million. As of December 31, 2020, one of those loans remained on a COVID-19 related deferral totaling $4.5 million. The one remaining deferred loan is on principal only payments.

First Federal Bank of Wisconsin participated in the PPP, pursuant to which we have made loans, 100% guaranteed by the SBA, that are forgivable provided the funds are used on qualifying payroll costs, and to a lesser extent, rent, utilities and interest on qualifying mortgage payments. The loans bear a fixed rate of 1.0% and loan payments are deferred for the first 10 months following the covered period, which is eight to 24 weeks following the date the loan is made. We originated 170 “First Draw” loans totaling $14.3 million through December 31, 2020 for which we received $604,000 in origination fees from the SBA. These fees are being amortized over the expected life of the loans, which is two years for loans originated prior to June 5, 2020 and five years for loans originated June 5, 2020 or later. Through December 31, 2020, 39 loans totaling $6.6 million had been forgiven by the SBA.

On December 27, 2020, the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues (“Economic Aid”) Act was signed into law. The Economic Aid Act allocated an additional $284.5 billion in funds for the PPP, expanded the eligible expenditures for which a business could use PPP proceeds, and provided for a simplified forgiveness application for PPP loans of $150,000 or less. The Economic Aid Act also provided the SBA with the authority to guarantee Second Draw PPP loans, under generally the same terms and conditions available under the First Draw program, through March 31, 2021. In order to qualify for a Second Draw PPP loan, an applicant must have experienced a revenue reduction of at least 25% in 2020 relative to 2019. We are participating in this second round of PPP and expect to provide Second Draw PPP loans to our eligible customers.

The health of the banking industry is highly correlated with that of the economy. The temporary and/or partial closures of non-essential businesses in our local and national economies increases the likelihood of recession, which typically results in an increased level of credit losses. Accordingly, our provisions for loan losses have increased and will be closely monitored throughout the COVID-19 pandemic. In addition to utilizing quantitative loss factors, we consider qualitative factors, such as changes in underwriting policies, current economic conditions, delinquency statistics, the adequacy of the underlying collateral, and the financial strength of the borrower. The impact of the COVID-19 pandemic on the performance of our loan portfolio in future quarters is unknown, however all of these factors are likely to be affected by the COVID-19 pandemic.

Given the unprecedented uncertainty and rapidly evolving economic effects and social impacts of the COVID-19 pandemic, the future direct and indirect impact on our business, results of operations and financial condition are highly uncertain. Should current economic conditions persist or continue to deteriorate, we expect that this macroeconomic environment will have a continued adverse effect on our business and results of operations, which could include, but not be limited to: decreased demand for our products and services, protracted periods of lower interest rates, and increased credit losses due to deterioration in the financial condition of our consumer and commercial borrowers,

6


including declining asset and collateral values, which may continue to increase our provision for credit losses and net charge-offs.

Market Area

We conduct our operations from our three full-service banking offices in Waukesha County, Wisconsin, which is located immediately west of Milwaukee, our office in the Bay View neighborhood of Milwaukee and our newest branch on Historic Mitchell Street on Milwaukee’s south side. We consider our primary lending market area to be southeastern Wisconsin, however, we occasionally make loans secured by properties located outside of our primary lending market, usually to borrowers with whom we have an existing relationship and who have a presence within our primary market.

Waukesha County contains a diverse cross section of employment sectors, with a mix of services, manufacturing, wholesale/retail trade, federal and local government, health care facilities and finance-related employment. Waukesha County had an estimated population of 404,000 as of July 2019. The Bay View and Mitchell Street neighborhoods of Milwaukee are more urban communities located in the southern portion of the city of Milwaukee.

Competition

We face significant competition within our market both in making loans and attracting deposits. Our market area has a high concentration of financial institutions, including large money center and regional banks, community banks and credit unions. Some of our competitors offer products and services that we currently do not offer, such as trust services and private banking. Our competition for loans and deposits comes principally from commercial banks, savings institutions, mortgage banking firms, consumer finance companies and credit unions. We face additional competition for deposits from short-term money market funds, brokerage firms, mutual funds and insurance companies.

According to S&P Market Intelligence, as of December 31, 2020, our market share was 0.66% of total deposits in Waukesha County, Wisconsin, making us the 23rd largest out of 40 banks with branches in Waukesha County. Our market share was 0.08% of total deposits in Milwaukee County, Wisconsin, making us the 28th largest out of 38 banks with branches in Milwaukee County.

Lending Activities

Historically, we focused on originating one-to-four family owner-occupied residential real estate loans, one-to-four family investor-owned residential real estate loans, commercial real estate loans and multifamily loans. In recent years and going-forward, subject to market conditions and our asset-liability analysis, we expect to continue to increase our focus on originating commercial real estate and commercial and industrial loans, in an ongoing effort to diversify our overall loan portfolio and increase the overall yield earned on our loans.

 

Since 2016, we have hired a new president and chief executive officer who has extensive commercial lending experience, as well as a new senior vice president of lending and four new loan officers, including two commercial loan officers. We anticipate hiring additional loan officers, including experienced commercial and industrial lenders, as we grow the Company. Additionally, we continually enhance our underwriting policies and procedures. We believe that these enhanced policies and procedures will further our business strategy of growing our commercial real estate and commercial and industrial loan portfolios while maintaining a strong credit and underwriting culture.

 

We sell the majority of the fixed-rate conforming and eligible jumbo one-to-four family owner-occupied residential real estate loans that we originate, generally on a servicing-released basis, with limited or no recourse, while retaining non-eligible jumbo fixed-rate and adjustable-rate one-to-four family owner-occupied residential real estate loans in order to manage the duration and time to repricing of our loan portfolio.

7


Loan Portfolio Composition. The following table sets forth the composition of our loan portfolio, by type of loan at the dates indicated, excluding loans held for sale of $1,708,000, $200,000, $679,000, $109,000 and $592,000 at December 31, 2020, 2019, 2018, 2017 and 2016 respectively.

At December 31, 

 

2020

2019

2018

 

    

Amount

    

Percent

    

Amount

    

Percent

    

Amount

    

Percent

 

 

(Dollars in thousands)

Commercial:

Development

$

14,090

 

6.5

%

$

18,222

 

9.5

%

$

7,801

 

3.9

%

Real estate

 

87,605

 

40.2

 

68,621

 

35.8

 

69,425

 

34.6

Commercial and industrial

 

20,758

 

9.5

 

13,681

 

7.2

 

13,142

 

6.4

Residential real estate and consumer:

One-to-four family owner-occupied

 

30,548

 

14.0

 

29,380

 

15.3

 

41,018

 

20.4

One-to-four family investor-owned

 

32,638

 

15.0

 

28,077

 

14.6

 

32,312

 

16.1

Multifamily

 

29,303

 

13.4

 

29,531

 

15.4

 

34,467

 

17.2

Consumer

 

3,016

 

1.4

 

4,230

 

2.2

 

2,733

 

1.4

Total loans

 

217,958

 

100.0

%

 

191,742

 

100.0

%

 

200,898

 

100.0

%

Deferred loan costs (fees)

 

(424)

 

(187)

 

(86)

Allowance for loan losses

 

(2,811)

 

(2,264)

 

(2,118)

Total loans, net

$

214,723

$

189,291

$

198,694

At December 31, 

 

2017

2016

 

    

Amount

    

Percent

    

Amount

    

Percent

 

(Dollars in thousands)

 

Commercial:

Development

$

1,498

 

0.9

%

$

2,526

 

1.5

%

Real estate

 

53,202

 

30.7

 

42,276

 

25.1

Commercial and industrial

 

10,135

 

5.9

 

7,617

 

4.6

Residential real estate and consumer:

One-to-four family owner-occupied

 

41,446

 

23.9

 

48,001

 

28.5

One-to-four family investor-owned

 

33,658

 

19.4

 

34,633

 

20.5

Multifamily

 

31,677

 

18.3

 

31,905

 

18.9

Consumer

 

1,613

 

0.9

 

1,582

 

0.9

Total loans

 

173,229

 

100.0

%

 

168,540

 

100.0

%

Deferred loan costs (fees)

 

(74)

 

(88)

Allowance for loan losses

 

(1,800)

 

(1,478)

Total loans, net

$

171,355

$

166,974

8


Loan Portfolio Maturities. The following table summarizes the scheduled repayments of our loan portfolio at December 31, 2020. Demand loans, loans having no stated repayment schedule or maturity, and overdraft loans are reported as being due in the year ending December 31, 2021. Maturities are based on the final contractual payment date and do not reflect the impact of prepayments and scheduled principal amortization.

One-to-four

One-to-four

Commercial

family

family

Commercial

Commercial

and

owner-

investor-

development

real estate

industrial

occupied

owned

Multifamily

Consumer

Total

(In thousands)

Due During the Years Ending December 31,

2021

$

963

$

16,922

$

2,642

$

1,217

$

2,576

$

1,164

$

683

$

26,167

2022

 

1,079

 

7,522

 

10,097

 

272

 

2,831

 

3,921

 

34

 

25,756

2023

 

3,691

 

19,539

 

3,037

 

128

 

2,264

 

5,471

 

60

 

34,190

2024 to 2025

 

4,095

 

37,190

 

4,141

 

7,413

 

12,150

 

5,718

 

574

 

71,281

2026 to 2029

 

4,262

 

3,926

 

841

 

1,300

 

6,000

 

11,488

 

1,405

 

29,222

2030 to 2034

 

 

1,041

 

 

3,480

 

2,140

 

554

 

260

 

7,475

2035 and beyond

 

 

1,465

 

 

16,738

 

4,677

 

987

 

 

23,867

Total

$

14,090

$

87,605

$

20,758

$

30,548

$

32,638

$

29,303

$

3,016

$

217,958

The following table sets forth the fixed- and adjustable-rate loans at December 31, 2020 that are contractually due after December 31, 2021.

Due After December 31, 2021

    

Fixed

    

Adjustable

    

Total

(In thousands)

Commercial:

Development

$

12,736

$

391

$

13,127

Real estate

 

69,967

 

716

 

70,683

Commercial and industrial

17,945

 

171

 

18,116

Residential real estate and consumer:

One-to-four family owner-occupied

 

27,388

 

1,943

 

29,331

One-to-four family investor-owned

 

30,062

 

 

30,062

Multifamily

 

26,580

1,559

 

28,139

Consumer

 

605

 

1,728

 

2,333

Total

$

185,283

$

6,508

$

191,791

One-to-Four Family Owner-Occupied Residential Real Estate Lending. At December 31, 2020, we had $30.5 million of loans secured by one-to-four family owner-occupied residential real estate, representing 14.0% of our total loan portfolio. In addition, at December 31, 2020, we had $1.7 million of residential mortgages held for sale. We originate both fixed-rate and adjustable-rate one-to-four family residential real estate loans. At December 31, 2020, 93.6% of our one-to-four family owner-occupied residential real estate loans were fixed-rate loans, and 6.4% of such loans were adjustable-rate loans.

9


Our fixed-rate one-to-four family residential real estate loans typically have terms of 10 to 30 years and are generally underwritten according to conventional loan underwriting guidelines when the loan balance meets such guidelines, and we refer to loans that conform to such guidelines as “conforming loans.” We generally originate both fixed- and adjustable-rate mortgage loans in amounts up to the maximum conforming loan limits as established by the Federal Housing Finance Agency, which as of December 31, 2020 was $510,410 for single-family homes in our market area. We typically sell, servicing-released, our conforming and eligible jumbo fixed-rate one-to-four family owner-occupied residential real estate loans. We also originate loans above the lending limit for conforming loans, which are referred to as “jumbo loans” that we retain in our portfolio. Jumbo loans that we originate typically have 15 to 30 year terms and maximum loan-to-value ratios of 80%. At December 31, 2020, we had $2.7 million in jumbo loans, which represented 8.82% of our one-to-four family owner-occupied residential real estate loans. Our average loan size for jumbo loans was $674,000 at December 31, 2020. Virtually all of our one-to-four family residential real estate loans are secured by properties located in Waukesha County or Milwaukee County, Wisconsin.

We generally limit the loan-to-value ratios of our mortgage loans without private mortgage insurance to 80% of the sales price or appraised value, whichever is lower. Loans where the borrower obtains private mortgage insurance may be made with loan-to-value ratios up to 95%.

Our adjustable-rate one-to-four family residential real estate loans carry terms to maturity ranging from 15 to 30 years and generally have fixed rates for initial terms of five years, although we also offer terms of three or seven years, and adjust annually thereafter at a margin, which in recent years has been tied to a margin above the 12-month Treasury rate. The maximum amount by which the interest rate may be increased or decreased is generally 2% per adjustment period, with a lifetime interest rate cap of generally 6% over the initial interest rate of the loan and a rate floor. We typically hold in our loan portfolio our adjustable-rate one-to-four family residential real estate loans.

Although adjustable-rate mortgage loans may reduce to an extent our vulnerability to changes in market interest rates because they periodically re-price, as interest rates increase the required payments due from the borrower also increase (subject to rate caps), increasing the potential for default by the borrower. At the same time, the ability of the borrower to repay the loan and the marketability of the underlying collateral may be adversely affected by higher interest rates. Upward adjustments of the contractual interest rate are also limited by our maximum periodic and lifetime rate adjustments. Moreover, the interest rates on most of our adjustable-rate loans do not adjust for up to five years after origination. As a result, the effectiveness of adjustable-rate mortgage loans in compensating for changes in general interest rates may be limited during periods of rapidly rising interest rates.

We do not offer “interest only” mortgage loans on permanent one-to-four family residential real estate loans (where the borrower pays interest for an initial period, after which the loan converts to a fully amortizing loan). We also do not offer loans that provide for negative amortization of principal, such as “Option ARM” loans, where the borrower can pay less than the interest owed on the loan, resulting in an increased principal balance during the life of the loan. We do not have a “subprime lending” program for one-to-four family residential real estate loans (i.e., loans that generally target borrowers with weakened credit histories).

Generally, residential mortgage loans that we originate include “due-on-sale” clauses, which give us the right to declare a loan immediately due and payable in the event that, among other things, the borrower sells or otherwise disposes of the real property subject to the mortgage and the loan is not repaid. All borrowers are required to obtain title insurance for the benefit of First Federal Bank of Wisconsin. We also require homeowner’s insurance and fire and casualty insurance and, where circumstances warrant, flood insurance on properties securing real estate loans.

One-to-Four Family Investor-Owned Residential Real Estate Lending. At December 31, 2020, we had $32.6 million of loans secured by one-to-four family investor-owned residential real estate, representing 15.0% of our total loan portfolio. One-to-four family investor-owned residential real estate loans are underwritten pursuant to our commercial lending underwriting criteria. Generally, we require personal guarantees from the borrowers on these properties, and we will not make loans in excess of 80% loan to value on non-owner-occupied properties.

10


We believe that there is a greater credit risk inherent in investor-owned residential properties than in owner-occupied one-to-four family residential real estate loans since, similar to commercial real estate and multifamily loans, the repayment of these loans may depend, in part, on the successful management of the property and/or the borrower’s ability to lease the units of the property. In addition, the physical condition of investor-owned properties is often below that of owner-occupied properties due to lax property maintenance standards, which has a negative impact on the value of the collateral properties.

Multifamily Residential Real Estate Loans. At December 31, 2020, multifamily residential real estate loans were $29.3 million, or 13.4%, of our total loan portfolio. Our multifamily residential real estate loans are generally secured by properties consisting of five or more rental units in our market area. In addition to originating these loans, we also purchase and participate in multifamily residential real estate loans from other financial institutions. Such loans are independently underwritten according to our policies and require satisfactory documentation review by our legal counsel before we will purchase or participate in such loans. We believe our enhanced credit underwriting and loan administration policies and procedures should address these risks.

We originate a variety of adjustable-rate multifamily residential real estate loans with terms and amortization periods generally up to 20 years, which may include balloon loans. Interest rates and payments on our adjustable-rate multifamily residential real estate loans generally are indexed to the prime rate plus a margin. We generally include pre-payment penalties on multi-family residential real estate loans we originate.

In underwriting multifamily residential real estate loans, we consider a number of factors, which include the projected net cash flow to the loan’s debt service requirement (generally requiring a minimum of 115%), the age and condition of the collateral, the financial resources and income level of the borrower and the borrower’s experience in owning or managing similar properties. Multifamily residential real estate loans are generally originated in amounts up to 75% of the appraised value or the purchase price of the property securing the loan, whichever is lower. When circumstances warrant, guarantees are obtained from multifamily residential real estate customers. In addition, the borrower’s and guarantor’s financial information on such loans is monitored on an ongoing basis by requiring periodic financial statement updates.

If we foreclose on a multifamily residential real estate loan, the marketing and liquidation period to convert the real estate asset to cash can be a lengthy process with substantial holding costs. In addition, vacancies, deferred maintenance, repairs and market stigma can result in prospective buyers expecting sale price concessions to offset their real or perceived economic losses for the time it takes them to return the property to profitability. Depending on the individual circumstances, initial charge-offs and subsequent losses on commercial real estate loans can be unpredictable and substantial.

At December 31, 2020, our largest multifamily residential real estate loan had an outstanding balance of $4.1 million and was secured by an apartment complex. At December 31, 2020, this loan was performing in accordance with its repayment terms.

Commercial Real Estate Lending. Consistent with our strategy to diversify our loan portfolio and increase our yield, we are focused on increasing our origination of commercial real estate loans. At December 31, 2020, we had $87.6 million in commercial real estate loans, representing 40.2% of our total loan portfolio. Our commercial real estate loans are generally secured by office and industrial buildings, warehouses, small retail facilities and restaurants and other special purpose commercial properties, primarily in southeastern Wisconsin.

Our commercial real estate loans generally have initial terms of 5 years and amortization terms of 5 to 20 years, with a balloon payment at the end of the initial term, and may be fixed-rate or adjustable-rate loans. Our adjustable-rate commercial real estate loans are generally tied to a margin above the prime rate. The maximum loan-to-value ratio of our commercial real estate loans is generally 80% of the lower of cost or appraised value of the property securing the loan.

At December 31, 2020, the average loan size of our outstanding commercial real estate loans was $683,000, and the largest of such loans was a $6.5 million loan secured by a memory care facility. This loan was performing in accordance with its repayment terms at December 31, 2020.

11


We consider a number of factors in originating commercial real estate loans. We evaluate the qualifications and financial condition of the borrower, including project-level and global cash flows, credit history, and management expertise, as well as the value and condition of the property securing the loan. When evaluating the qualifications of the borrower, we consider the financial resources of the borrower, the borrower’s experience in owning or managing similar property and the borrower’s payment history with us and other financial institutions. In evaluating the property securing the loan, the factors we consider include the net operating income of the mortgaged property before debt service and depreciation, the ratio of the loan amount to the appraised value of the mortgaged property and the debt service coverage ratio (the ratio of net operating income to debt service). We generally require a debt service ratio of at least 1.15x. All commercial real estate loans of $250,000 or more are appraised by outside independent appraisers.

Personal guarantees are generally obtained from the principals of commercial real estate loans. We require property and casualty insurance and flood insurance if the property is determined to be in a flood zone area.

Commercial real estate loans entail greater credit risks compared to one-to-four family owner-occupied residential real estate loans because they typically involve larger loan balances concentrated with single borrowers or groups of related borrowers. In addition, the payment of loans secured by income-producing properties typically depends on the successful operation of the property, as repayment of the loan generally is dependent, in large part, on sufficient income from the property to cover operating expenses and debt service. Changes in economic conditions that are not in the control of the borrower or lender could affect the value of the collateral for the loan or the future cash flow of the property. Additionally, any decline in real estate values may be more pronounced for commercial real estate than residential properties.

Commercial and Industrial Lending. At December 31, 2020, we had $20.8 million of commercial and industrial loans, representing 9.5% of our total loan portfolio. We originate commercial and industrial loans and lines of credit secured by non-real estate business assets. These loans are generally originated to small businesses in our primary market area. Our commercial and industrial loans are generally used by the borrowers for working capital purposes or for acquiring equipment, inventory or furniture, and are primarily secured by business assets other than real estate, such as business equipment, inventory and accounts receivable. Our commercial and industrial loans are generally term loans with terms of three to seven years and lines of credit with terms of one to two years, with a target loan size of $500,000 to $5.0 million. Our commercial and industrial lines of credit are generally priced on an adjustable-rate basis tied to the prime rate. Term loans are generally priced at a spread over the comparable term Federal Home Loan Bank of Chicago rate. We generally obtain personal guarantees with commercial and industrial loans.

At December 31, 2020, the average loan size of our outstanding commercial and industrial loans was $88,000 and our largest outstanding commercial and industrial loan balance was a $1.9 million loan to a leasing company. This loan was performing in accordance with its repayment terms at December 31, 2020.

We typically originate commercial and industrial loans on the basis of the borrower’s ability to make repayment from the cash flow of the borrower’s business, the experience and stability of the borrower’s management team, earnings projections and their underlying assumptions, and the value and marketability of any collateral securing the loan. As a result, the availability of funds for the repayment of commercial and industrial loans may be substantially dependent on the success of the business itself and the general economic environment in our market area. Therefore, commercial and industrial loans that we originate have greater credit risk than one-to-four family residential real estate loans. In addition, commercial and industrial loans often result in larger outstanding balances to single borrowers, or related groups of borrowers, and also generally require substantially greater evaluation and oversight efforts.

As commercial and industrial loans typically help to drive deposit growth, we are increasing our focus on growing this segment of the loan portfolio. This will also improve diversification and increase loan portfolio yield.

12


Commercial Development Loans. At December 31, 2020, we had $14.1 million, or 6.5% of our total loan portfolio, in commercial development loans. Our commercial development loans may be made for the construction and development of both one-to-four family residential real estate and commercial real estate projects. Our commercial development loans generally have initial terms of up to 12 months, during which the borrower pays interest only. Upon completion of construction, these loans convert to permanent loans. Our commercial development loans are generally underwritten pursuant to the same guidelines used for originating permanent commercial real estate loans, and have rates and terms comparable to commercial real estate loans that we originate. The maximum loan-to-value of our commercial construction loans is 65% of the lesser of the appraised value of the completed property or the contract price for the land plus the value of the improvements. Before making a commitment to fund a construction loan, we require detailed cost estimates to complete the project and an appraisal of the property by an independent licensed appraiser. Each property is inspected before disbursement of funds during the term of the construction loan. Loan proceeds are disbursed after inspection based on the percentage of completion method. All borrowers are required to obtain title insurance, property and casualty insurance, and, if the property is determined to be located in a flood zone area, flood insurance. At December 31, 2020, the unadvanced portion of total commercial development loans totaled $11.2 million. At December 31, 2020, our largest commercial development loan had a balance of $3.2 million and was secured by a retail development project and was performing in accordance with its repayment terms.

Commercial development financing generally involves greater credit risk than long-term financing on improved, owner-occupied real estate. Risk of loss on a commercial development loan depends largely upon the accuracy of the initial estimate of the value of the property at completion of construction compared to the estimated cost (including interest) of construction and other assumptions. If the estimate of construction cost is inaccurate, we may be required to advance additional funds beyond the amount originally committed in order to protect the value of the property. Moreover, if the estimated value of the completed project is inaccurate, the borrower may hold a property with a value that is insufficient to assure full repayment of the construction loan upon the sale of the property. Commercial development loans also expose us to the risk that improvements will not be completed on time in accordance with specifications and projected costs. In addition, the ultimate sale or rental of the property may not occur as anticipated.

Consumer Lending. To a much lesser extent, we offer a variety of consumer loans to individuals who reside or work in our market area, including home equity lines of credit, new and used automobile loans, boat loans, recreational vehicle loans and loans secured by certificates of deposit. At December 31, 2020, our consumer loan portfolio totaled $3.0 million, or 1.4% of our total loan portfolio. At December 31, 2020, we had $21,000 in unsecured consumer loans.

Consumer loans generally have shorter terms to maturity, which reduces our exposure to changes in interest rates. In addition, management believes that offering consumer loan products helps to expand and create stronger ties to our existing customer base by increasing the number of customer relationships and providing cross-marketing opportunities.

Originations, Sales and Purchases of Loans

Most of our loan originations are generated by our loan personnel operating at our banking office locations. While we originate both fixed-rate and adjustable-rate loans, our ability to generate each type of loan depends upon relative borrower demand and the pricing levels as set in the local marketplace by competing banks, thrifts, credit unions, and mortgage banking companies. Our volume of real estate loan originations is influenced significantly by market interest rates, and, accordingly, the volume of our real estate loan originations can vary from period to period.

We consider our balance sheet as well as market conditions on an ongoing basis in making decisions as to whether to hold loans we originate for investment or to sell such loans to investors, choosing the strategy that is most advantageous to us from a profitability and risk management standpoint. For the years ended December 31, 2020 and 2019, we sold $22.2 million and $19.1 million of one-to-four family owner-occupied residential real estate loans. Subject to market and economic conditions, we intend to continue this sales activity in future periods to generate gain on sale income.

13


From time to time, we may purchase loan participations secured by properties within and outside of our primary lending market area in which we are not the lead lender. In these circumstances, we follow our customary loan underwriting and approval policies. At December 31, 2020, we had fifteen loans with an aggregate balance of $22.4 million in which we were not the lead lender, all of which were performing in accordance with their original repayment terms. We also have participated out portions of loans that exceeded our loans-to-one borrower legal lending limit and for risk diversification. At December 31, 2020, we had participated out portions of two loans with an aggregate amount of $4.5 million.

The following table sets forth our loan origination, purchase, sale and principal repayment activity during the periods indicated.

Years Ended December 31, 

    

2020

    

2019

    

2018

    

2017

    

2016

(In thousands)

Total loans, including loans held for sale, at beginning of period

$

191,942

$

201,577

$

173,338

$

169,132

$

174,396

Loans originated:

Commercial development

 

3,313

 

7,987

 

4,332

 

2,480

 

1,873

Commercial real estate

 

17,604

 

12,172

 

12,635

 

23,892

 

9,011

Commercial and industrial

 

10,375

 

5,899

 

6,434

 

3,904

 

2,637

Residential one-to-four family owner-occupied

 

18,579

 

24,819

 

30,461

 

30,742

 

33,688

Residential one-to-four family investor-owned

 

537

 

3,287

 

3,580

 

4,795

 

5,783

Multifamily

 

5,732

 

4,230

 

10,455

 

8,415

 

5,380

Consumer

 

337

 

456

 

781

 

368

 

76

Total loans originated

 

56,477

 

58,850

 

68,678

 

74,596

 

58,448

Loans purchased:

Commercial development

 

414

 

2,216

 

 

4,000

 

Commercial real estate

 

13,649

 

 

5,327

 

418

 

1,975

Commercial and industrial

 

3,065

 

606

 

 

 

Residential one-to-four family owner-occupied

 

3,144

 

 

 

 

Residential one-to-four family investor-owned

 

2,227

 

 

 

 

Multifamily

 

 

 

 

 

4,000

Consumer

 

76

 

 

 

 

Total loans purchased

 

22,575

 

2,822

 

5,327

 

4,418

 

5,975

Loans sold:

Commercial real estate

 

 

 

 

 

Residential one-to-four family owner-occupied

 

(22,263)

 

(19,092)

 

(13,003)

 

(14,440)

 

(20,175)

Total loans sold

 

(22,263)

 

(19,092)

 

(13,003)

 

(14,440)

 

(20,175)

Other:

Principal repayments

 

(29,065)

 

(52,215)

 

(32,763)

 

(60,368)

 

(49,512)

Net loan activity

 

27,724

 

(9,635)

 

27,669

 

4,689

 

(5,220)

Total loans, including loans held for sale, at end of period

$

219,666

$

191,942

$

201,577

$

173,338

$

169,132

14


Loan Approval Procedures and Authority

Pursuant to federal law, the aggregate amount of loans that First Federal Bank of Wisconsin is permitted to make to any one borrower or a group of related borrowers is generally limited to 15% of First Federal Bank of Wisconsin’s unimpaired capital and surplus (25% if the amount in excess of 15% is secured by “readily marketable collateral” or 30% for certain residential development loans). At December 31, 2020, based on the 15% limitation, First Federal Bank of Wisconsin’s loans-to-one-borrower limit was approximately $11.4 million. On the same date, First Federal Bank of Wisconsin had no borrowers with outstanding balances in excess of this amount. At December 31, 2020, our largest loan relationship with one borrower was for $7.2 million, which was secured by commercial real estate, and the underlying loans were performing in accordance with their repayment terms on that date.

Our lending is subject to written underwriting standards and origination procedures. Decisions on loan applications are made on the basis of detailed applications submitted by the prospective borrower, credit histories that we obtain, and property valuations (consistent with our appraisal policy) prepared by outside independent licensed appraisers approved by our board of directors. The loan applications are designed primarily to determine the borrower’s ability to repay the requested loan, and the more significant items on the application are verified through use of credit reports, bank statements and tax returns.

All loan approval amounts are based on the aggregate loans, including total balances of outstanding loans and the proposed loan to the individual borrower and any related entity. Our president and chief executive officer has individual authorization to approve loans up to $2.0 million. Our senior vice president of commercial lending has individual authorization to approve loans up to $1.0 million. Our Officers Loan Committee, which consists of our president and chief executive officer, senior vice president of commercial lending, and all loan officers, can approve loans up to $3.0 million in the aggregate. Our Board Credit Committee, which consists of our president and chief executive officer and three outside directors can approve loans up to $5.0 million. Loans in excess of $5.0 million require the approval of our full board of directors.

Generally, we require title insurance or abstracts on our mortgage loans as well as fire and extended coverage casualty insurance in amounts at least equal to the principal amount of the loan or the value of improvements on the property, depending on the type of loan.

Delinquencies and Non-Performing Assets

Delinquency Procedures. When a loan payment becomes 15 days past due, we contact the customer by mailing a late notice, and loan officers may contact their customers. If a loan payment becomes 30 days past due, we mail an additional late notice and a loan-specific letter written by a collection representative, and we also place telephone calls to the borrower. These loan collection efforts continue until a loan becomes 90 days past due, at which point we would refer the loan for foreclosure proceedings unless management determines that it is in the best interest of First Federal Bank of Wisconsin to work further with the borrower to arrange a workout plan. The foreclosure process would begin when a loan becomes 120 days delinquent. From time to time we may accept deeds in lieu of foreclosure.

Loans Past Due and Nonperforming Assets. Loans are reviewed on a regular basis. Management determines that a loan is impaired or nonperforming when it is probable at least a portion of the loan will not be collected in accordance with the original terms due to a deterioration in the financial condition of the borrower or the value of the underlying collateral if the loan is collateral dependent. When a loan is determined to be impaired, the measurement of the loan in the allowance for loan losses is based on present value of expected future cash flows, except that all collateral-dependent loans are measured for impairment based on the fair value of the collateral. Non-accrual loans are loans for which collectability is questionable and, therefore, interest on such loans will no longer be recognized on an accrual basis. All loans that become 90 days or more delinquent are placed on non-accrual status unless the loan is well secured and in the process of collection. When loans are placed on non-accrual status, unpaid accrued interest is fully reversed, and further income is recognized only to the extent received on a cash basis or cost recovery method.

15


When we acquire real estate as a result of foreclosure, the real estate is classified as foreclosed assets. Foreclosed assets are recorded at the lower of carrying amount or fair value, less estimated costs to sell. Soon after acquisition, we order a new appraisal to determine the current market value of the property. Any excess of the recorded value of the loan satisfied over the market value of the property is charged against the allowance for loan losses, or, if the existing allowance is inadequate, charged to expense, in either case during the applicable period of such determination. After acquisition, all costs incurred in maintaining the property are expensed. Costs relating to the development and improvement of the property, however, are capitalized to the extent of estimated fair value less estimated costs to sell.

Delinquent Loans. The following table sets forth our loan delinquencies by type, by number and by amount of type at the dates indicated.

Loans Delinquent For

    

    

30-89 Days

90 Days and Over

Total

    

Number

    

Amount

    

Number

    

Amount

    

Number

    

Amount

(Dollars in thousands)

At December 31, 2020

Commercial:

Development

 

$

 

$

 

$

Real estate

 

1

 

565

 

 

 

1

 

565

Commercial and industrial

 

 

 

2

 

704

 

2

 

704

Residential real estate and consumer:

One-to-four family owner-occupied

 

2

 

201

 

 

 

2

 

201

One-to-four family investor-owned

 

 

 

 

 

 

Multifamily

 

 

 

 

 

 

Consumer

 

 

 

 

 

 

Total

 

3

$

766

 

2

$

704

 

5

$

1,470

At December 31, 2019

Commercial:

Development

 

$

 

$

 

$

Real estate

 

 

 

 

 

 

Commercial and industrial

 

 

 

 

 

 

Residential real estate and consumer:

One-to-four family owner-occupied

 

 

 

1

 

346

 

1

 

346

One-to-four family investor-owned

 

 

 

 

 

 

Multifamily

 

 

 

 

 

 

Consumer

 

 

 

 

 

 

Total

 

$

 

1

$

346

 

1

$

346

At December 31, 2018

Commercial:

Development

 

$

 

$

 

$

Real estate

 

 

 

 

 

 

Commercial and industrial

 

1

 

66

 

 

 

1

 

66

Residential real estate and consumer:

One-to-four family owner-occupied

 

1

 

5

 

 

 

1

 

5

One-to-four family investor-owned

 

1

 

243

 

 

 

1

 

243

Multifamily

 

 

 

 

 

 

Consumer

 

 

 

 

 

 

Total

 

3

$

314

 

$

 

3

$

314

16


    

Loans Delinquent For

    

    

    

    

30-89 Days

90 Days and Over

Total

Number

Amount

Number

Amount

Number

Amount

(Dollars in thousands)

At December 31, 2017

Commercial:

Development

 

$

 

$

 

$

Real estate

 

 

 

 

 

 

Commercial and industrial

 

1

 

75

 

1

 

114

 

2

 

189

Residential real estate and consumer:

One-to-four family owner-occupied

 

4

 

436

 

1

 

69

 

5

 

505

One-to-four family investor-owned

 

3

 

205

 

2

 

244

 

5

 

449

Multifamily

 

 

 

 

 

 

Consumer

 

1

 

6

 

 

 

1

 

6

Total

 

9

$

722

 

4

$

427

 

13

$

1,149

At December 31, 2016

Commercial:

Development

 

$

 

$

 

$

Real estate

 

 

 

 

 

 

Commercial and industrial

 

1

 

54

 

 

 

1

 

54

Residential real estate and consumer:

One-to-four family owner-occupied

 

10

 

1,743

 

2

 

407

 

12

 

2,150

One-to-four family investor-owned

 

2

 

170

 

3

 

567

 

5

 

737

Multifamily

 

 

 

 

 

 

Consumer

 

1

 

2

 

 

 

1

 

2

Total

 

14

$

1,969

 

5

$

974

 

19

$

2,943

Nonperforming Loans. We generally cease accruing interest on our loans when contractual payments of principal or interest have become 90 days past due or management has serious doubts about further collectability of principal or interest, even though the loan is currently performing. A loan may remain on accrual status if it is in the process of collection and is either guaranteed or well secured. When a loan is placed on nonaccrual status, unpaid interest credited to income is reversed. Interest received on nonaccrual loans generally is applied against principal or interest and is recognized on a cash basis. Generally, loans are restored to accrual status when the obligation is brought current, has performed in accordance with the contractual terms for a reasonable period of time and the ultimate collectability of the total contractual principal and interest is no longer in doubt.

Nonperforming loans were $1.0 million, or 0.48% of total loans, at December 31, 2020 compared to $1.1 million, or 0.56% of total loans, at December 31, 2019 and $720,000, or 0.36% of total loans, at December 31, 2018.

Troubled Debt Restructurings. Loans are accounted for as troubled debt restructurings when a borrower is experiencing financial difficulties that lead to a restructuring of the loan, and First Federal Bank of Wisconsin grants a concession to the borrower that it would not otherwise consider. These concessions include a modification of terms, such as a reduction of the stated interest rate or loan balance, a reduction of accrued interest, an extension of the maturity date at an interest rate lower than current market rate for a new loan with similar risk, or some combination thereof to facilitate payment. Troubled debt restructurings are considered impaired loans. There were no additional funds committed to impaired loans as of December 31, 2020 or 2019.

Loans on non-accrual status at the date of modification are initially classified as non-accrual troubled debt restructurings. At December 31, 2020, we had $990,000 in non-accrual troubled debt restructurings. Our policy provides that troubled debt restructured loans are returned to accrual status after a period of satisfactory and reasonable future payment performance under the terms of the restructuring. Satisfactory payment performance is generally no less than six consecutive months of timely payments. At December 31, 2020, we had $425,000 in accruing troubled debt restructurings.

17


Nonperforming Assets. The table below sets forth the amounts and categories of our non-performing assets at the dates indicated.

    

At December 31, 

 

2020

2019

2018

2017

2016

 

(In thousands)

 

Non-accrual loans:

Commercial:

Development

$

$

$

$

$

Real estate

 

 

 

 

 

Commercial and industrial

 

792

 

14

 

20

 

114

 

126

Residential real estate and consumer:

One-to-four family owner-occupied

 

47

 

346

 

365

 

580

 

1,698

One-to-four family investor-owned

 

206

 

624

 

241

 

549

 

827

Multifamily

 

 

 

 

 

248

Consumer

 

 

86

 

94

 

 

Total non-performing loans

 

1,045

 

1,070

 

720

 

1,243

 

2,899

Foreclosed assets

 

125

 

84

 

69

 

619

 

667

Other non-performing assets

 

 

 

 

 

Total non-performing assets

$

1,170

$

1,154

$

789

$

1,862

$

3,566

Troubled debt restructurings:

Commercial:

Development

$

$

$

$

$

Real estate

 

 

 

 

 

14

Commercial and industrial

 

824

 

784

 

67

 

192

 

127

Residential real estate and consumer:

One-to-four family owner-occupied

 

384

 

744

 

785

 

630

 

2,104

One-to-four family investor-owned

 

206

 

221

 

241

 

808

 

2,454

Multifamily

 

 

 

 

 

468

Consumer

 

 

90

 

108

 

 

Total

$

1,414

$

1,839

$

1,201

$

1,630

$

5,167

Ratios:

Total non-performing loans to total loans

 

0.48

%

 

0.56

%

 

0.36

%

 

0.72

%

 

1.72

%

Total non-performing loans to total assets

 

0.31

%

 

0.37

%

 

0.27

%

 

0.48

%

 

1.20

%

Total non-performing assets to total assets

 

0.35

%

 

0.39

%

 

0.30

%

 

0.73

%

 

1.48

%

For the year ended December 31, 2020, gross interest income that would have been recorded had our non-accruing loans been current in accordance with their original terms was $50,000. Interest income recognized on such loans for the year ended December 31, 2020 was $0.

Foreclosed Assets. Foreclosed assets consist of property acquired through formal foreclosure, in-substance foreclosure or by deed in lieu of foreclosure, and are recorded at the lower of recorded investment or fair value less estimated costs to sell. Write-downs from recorded investment to fair value, which are required at the time of foreclosure, are charged to the allowance for loan losses. After transfer, adjustments to the carrying value of the properties that result from subsequent declines in value are charged to operations in the period in which the declines occur. During the year ended December 31, 2020, one loan totaling $347,000 secured by one-to-four family owner-occupied residential property was transferred into foreclosed assets. We had $125,000 and $84,000 of foreclosed assets at December 31, 2020 and 2019, respectively.

Other Loans of Concern. There were no other loans at December 31, 2020 that are not already disclosed where there is information about possible credit problems of borrowers that caused management to have serious doubts about

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the ability of the borrowers to comply with present loan repayment terms and that may result in disclosure of such loans in the future.

Classified Assets. Federal regulations provide for the classification of loans and other assets, such as debt and equity securities considered by the OCC to be of lesser quality, as “substandard,” “doubtful” or “loss.” An asset is considered “substandard” if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. “Substandard” assets include those characterized by the “distinct possibility” that the insured institution will sustain “some loss” if the deficiencies are not corrected. Assets classified as “doubtful” have all of the weaknesses inherent in those classified “substandard,” with the added characteristic that the weaknesses present make “collection or liquidation in full,” on the basis of currently existing facts, conditions, and values, “highly questionable and improbable.” Assets classified as “loss” are those considered “uncollectible” and of such little value that their continuance as assets without the establishment of a specific loss reserve is not warranted. Assets which do not currently expose the insured institution to sufficient risk to warrant classification in one of the aforementioned categories but possess weaknesses are designated as “special mention” by our management.

When an insured institution classifies problem assets as either substandard or doubtful, it may establish general allowances in an amount deemed prudent by management to cover probable accrued losses in the loan portfolio. General allowances represent loss allowances which have been established to cover probable accrued losses associated with lending activities, but which, unlike specific allowances, have not been allocated to particular problem assets. When an insured institution classifies problem assets as “loss,” it is required either to establish a specific allowance for losses equal to 100% of that portion of the asset so classified or to charge-off such amount. An institution’s determination as to the classification of its assets and the amount of its valuation allowances is subject to review by the regulatory authorities, which may require the establishment of additional general or specific loss allowances.

In accordance with our loan policy, we regularly review the problem loans in our portfolio to determine whether any loans require classification in accordance with applicable regulations. Loans are listed on the “watch list” initially because of emerging financial weaknesses even though the loan is currently performing as agreed, or if the loan possesses weaknesses although currently performing. If a loan deteriorates in asset quality, the classification is changed to “special mention,” “substandard,” “doubtful” or “loss” depending on the circumstances and the evaluation. Generally, loans 90 days or more past due are placed on nonaccrual status and classified “substandard.” Management reviews the status of each impaired loan on our watch list on a quarterly basis.

Allowance for Loan Losses

The allowance for loan losses is maintained at a level which, in management’s judgment, is adequate to absorb probable credit losses inherent in the loan portfolio. The amount of the allowance is based on management’s evaluation of the collectability of the loan portfolio, including the nature of the portfolio, credit concentrations, trends in historical loss experience, specific impaired loans, and economic conditions. Allowances for impaired loans are generally determined based on collateral values or the present value of estimated cash flows. Because of uncertainties associated with regional economic conditions, collateral values, and future cash flows on impaired loans, it is reasonably possible that management’s estimate of probable credit losses inherent in the loan portfolio and the related allowance may change materially in the near-term. The allowance is increased by a provision for loan losses, which is charged to expense and reduced by full and partial charge-offs, net of recoveries. Changes in the allowance relating to impaired loans are charged or credited to the provision for loan losses. Management’s periodic evaluation of the adequacy of the allowance is based on various factors, including, but not limited to, management’s ongoing review and grading of loans, facts and issues related to specific loans, historical loan loss and delinquency experience, trends in past due and non-accrual loans, existing risk characteristics of specific loans or loan pools, the fair value of underlying collateral, current economic conditions and other qualitative and quantitative factors which could affect potential credit losses.

As an integral part of their examination process, the Office of the Comptroller of the Currency will periodically review our allowance for loan losses, and as a result of such reviews, we may have to adjust our allowance for loan losses. However, regulatory agencies are not directly involved in the process for establishing the allowance for loan losses as the process is our responsibility and any increase or decrease in the allowance is the responsibility of management.

19


Allowance for Loan Losses. The following table sets forth activity in our allowance for loan losses for the periods indicated.

    

At or For the Years Ended December 31, 

 

2020

2019

2018

2017

2016

 

(Dollars in thousands)

 

Balance at beginning of year

$

2,264

$

2,118

$

1,800

$

1,478

$

1,551

Charge-offs:

Commercial:

Development

 

 

 

 

 

Real estate

 

 

 

 

 

Commercial and industrial

 

 

 

24

 

 

Residential real estate and consumer:

One-to-four family owner-occupied

 

 

58

 

 

51

 

255

One-to-four family investor-owned

 

 

 

172

 

82

 

493

Multifamily