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Waterstone Financial Inc

For the period ended Mar 31, 2024. Filed May 8, 2024.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2024 · Filed May 8, 2024

WSBF$20.51+3.3%Stored close · as of Nov 9, 2026

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Notes to Consolidated Financial Statements (unaudited)

Note1 — Basis of Presentation**

The unaudited interim consolidated financial statements include the accounts of Waterstone Financial, Inc. (the “Company”) and the Company’s subsidiaries.

WaterStone Bank SSB (the "Bank") is a community bank that has served the banking needs of its customers since1921. WaterStone Bank also has an active mortgage banking subsidiary, Waterstone Mortgage Corporation.

WaterStone Bank conducts its community banking business from 14 banking offices located in Milwaukee, Washington and Waukesha Counties, Wisconsin. WaterStone Bank's principal lending activity is originatingone- tofour-family, multi-family residential real estate, and commercial real estate loans for retention in its portfolio. WaterStone Bank also offers home equity loans and lines of credit, construction and land loans, commercial business loans, and consumer loans. WaterStone Bank funds its loan production primarily with retail deposits and Federal Home Loan Bank advances. The Company's deposit offerings include: certificates of deposit, money market savings accounts, transaction deposit accounts, non-interest bearing demand accounts and individual retirement accounts. The investment securities portfolio is comprised principally of mortgage-backed securities, government-sponsored enterprise bonds and municipal obligations.

WaterStone Bank's mortgage banking operations are conducted through its wholly-owned subsidiary, Waterstone Mortgage Corporation. Waterstone Mortgage Corporation originates single-family residential real estate loans for sale into the secondary market. Waterstone Mortgage Corporation utilizes lines of credit provided by WaterStone Bank as a primary source of funds, and also utilizes a line of credit with another financial institution as needed.

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information, Rule10-01 of Regulation S-X and the instructions to Form10-Q. The financial statements donot include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position, results of operations, changes in shareholders’ equity, and cash flows of the Company for the periods presented.

The accompanying unaudited consolidated financial statements and related notes should be read in conjunction with the Company’s* December 31, 2023* Annual Report on Form10-K. Operating results for thethree months ended* March 31, 2024* arenot necessarily indicative of the results that* maybe expected for the year ending December 31,*2024 or for any other period.

The preparation of the unaudited consolidated financial statements requires management of the Company to make a number of estimates and assumptions relating to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Significant items subject to such estimates and assumptions include the allowance for credit losses, income taxes, and fair value measurements. Actual results could differ from those estimates.

Subsequent Events

The Company has evaluated subsequent events for potential recognition and/or disclosure through the date the unaudited consolidated financial statements included in this Quarterly Report on Form10-Q were issued. There wereno significant subsequent events for thethree months ended* March 31, 2024* through the issuance date of these unaudited consolidated financial statements that warranted adjustment to or disclosure in the unaudited consolidated financial statements.

Impact of Recent Accounting Pronouncements

In* December 2023,the FASB issued ASUNo.* 2023-09, “Income Taxes (Topic740): Improvements to Income Tax Disclosures.” This update enhances the transparency and decision usefulness of income tax disclosures by providing better information regarding exposure to potential changes in jurisdictional tax legislation and related forecasting and cash flow opportunities. This update is effective for fiscal years beginning after* December 15, 2024.*The Corporation is assessing the impact of the standard.

8

Note2 — Securities Available for Sale

The amortized cost and fair values of the Company’s investment in securities available for sale follow:

Gross · Gross
Amortized · unrealized · unrealized
costgainslossesFair value
(In Thousands)
Mortgage-backed securities$12,295$3$(1,672)$10,626
Collateralized mortgage obligations:
Government sponsored enterprise issued150,64355(20,392)130,306
Private-label issued7,893-(823)7,070
Mortgage-related securities170,83158(22,887)148,002
Government sponsored enterprise bonds2,500-(147)2,353
Municipal securities43,353757(955)43,155
Other debt securities12,500-(1,309)11,191
Debt securities58,353757(2,411)56,699
Total$229,184$815$(25,298)$204,701
Gross · Gross
Amortized · unrealized · unrealized
costgainslossesFair value
(In Thousands)
Mortgage-backed securities$12,651$5$(1,475)$11,181
Collateralized mortgage obligations
Government sponsored enterprise issued152,700212(19,445)133,467
Private-label issued8,061-(801)7,260
Mortgage related securities173,412217(21,721)151,908
Government sponsored enterprise bonds2,500-(152)2,348
Municipal securities39,304980(796)39,488
Other debt securities12,500-(1,337)11,163
Debt securities54,304980(2,285)52,999
Total$227,716$1,197$(24,006)$204,907

The Company’s mortgage-backed securities and collateralized mortgage obligations issued by government sponsored enterprises are guaranteed by Fannie Mae, Freddie Mac or Ginnie Mae. At* March 31, 2024*, and* December 31, 2023*, $123.3 million and $128.1 million of the Company’s mortgage related securities were pledged as collateral to secure funding from the Federal Reserve Bank's new borrowing facility. Additionally at* March 31, 2024*, $162,000 of the Company's mortgage related securities were pledged as collateral to secure mortgage banking related activities. At* December 31, 2023*, $183,000 of the Company's mortgage related securities were pledged as collateral to secure mortgage banking related activities.

The amortized cost and fair values of investment securities by contractual maturity at* March 31, 2024* are shown below. Actual maturities* maydiffer from contractual maturities because issuers may*have the right to call or prepay obligations with or without call or prepayment penalties.

AmortizedFair
CostValue
(In Thousands)
Debt and other securities
Due within one year$9,584$9,524
Due after one year through five years8,4818,449
Due after five years through ten years21,16620,068
Due after ten years19,12218,658
Mortgage-related securities170,831148,002
Total$229,184$204,701

9

Gross unrealized losses on securities available for sale and the fair value of the related securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position were as follows:

Less than 12 months12 months or longerTotal
FairUnrealizedFairUnrealizedFairUnrealized
valuelossvaluelossvalueloss
(In Thousands)
Mortgage-backed securities$40$1$10,361$1,671$10,401$1,672
Collateralized mortgage obligations:
Government sponsored enterprise issued15,677106108,41620,286124,09320,392
Private-label issued--6,0708236,070823
Government sponsored enterprise bonds--2,3531472,353147
Municipal securities2,9752511,31893014,293955
Other debt securities--11,1911,30911,1911,309
Total$18,692$132$149,709$25,166$168,401$25,298
Less than 12 months12 months or longerTotal
FairUnrealizedFairUnrealizedFairUnrealized
valuelossvaluelossvalueloss
(In Thousands)
Mortgage-backed securities$215$1$10,682$1,474$10,897$1,475
Collateralized mortgage obligations:
Government sponsored enterprise issued2,44242110,27119,403112,71319,445
Private-label issued--6,2508016,250801
Government sponsored enterprise bonds--2,3481522,348152
Municipal securities7,597365,80876013,405796
Other debt securities--11,1631,33711,1631,337
Total$10,254$79$146,522$23,927$156,776$24,006

The Company reviews the investment securities portfolio on a quarterly basis to monitor securities in unrealized loss positions, which were comprised of 155 individual securities, to determine whether the impairment is due to credit-related factors or noncredit-related factors. In making this evaluation, management considers the extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, and the intent and ability of the Company to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value. As of* March 31, 2024* and* December 31, 2023*, no allowance for credit losses on securities was recognized. The Company doesnot consider its securities with unrealized losses to be attributable to credit-related factors, as the unrealized losses in each category have occurred as a result of changes in noncredit-related factors such as changes in interest rates, market spreads and market conditions subsequent to purchase,not credit deterioration. Furthermore, the Company doesnot have the intent to sell any of these securities and believes that it is more likely thannot that we willnot have to sell any such securities before a recovery of cost.

During thethree months ended* March 31, 2024* and* March 31, 2023*, there wereno sales of securities.

10

Note3 - Loans Receivable

Loans receivable at* March 31, 2024* and* December 31, 2023* are summarized as follows:

March 31, 2024December 31, 2023
(In Thousands)
Mortgage loans:
Residential real estate:
One- to four-family$551,005$551,190
Multi-family702,487707,566
Home equity13,66413,228
Construction and land64,43153,371
Commercial real estate297,341300,892
Consumer822848
Commercial loans35,06737,120
Total$1,664,817$1,664,215

The Company provides several types of loans to its customers, including residential, construction, commercial and consumer loans. Significant loan concentrations are considered to exist for a financial institution when there are amounts loaned toone borrower or to multiple borrowers engaged in similar activities that would cause them to be similarly impacted by economic or other conditions. While the Company's credit risks are geographically concentrated in the Milwaukee metropolitan area, there areno concentrations with individual or groups of related borrowers. While the real estate collateralizing these loans is primarily residential in nature, it ranges from owner-occupied single family homes to large apartment complexes.

Qualifying loans receivable totaling $1.25 billion and $1.25 billion at* March 31, 2024* and* December 31, 2023*, respectively, were pledged as collateral against $488.5 million and $464.0 million in outstanding Federal Home Loan Bank of Chicago ("FHLB") advances under a blanket security agreement at* March 31, 2024* and* December 31, 2023*.

Certain of the Company's executive officers, directors, employees, and their related interests have loans with the Bank. These loans to related parties are summarized below:

Three months ended
March 31, 2024March 31, 2023
(In Thousands)
Balance at beginning of year$3,319$2,847
New loans-313
Repayments(29)(87)
Balance at end of year$3,290$3,073

None of these loans were past due or considered impaired as of* March 31, 2024* or* December 31, 2023*.

An analysis of past due loans receivable as of* March 31, 2024* and* December 31, 2023* follows:

1-59 Days Past Due (1)60-89 Days Past Due (2)90 Days or GreaterTotal Past DueCurrent (3)Total Loans
(In Thousands)
Mortgage loans:
Residential real estate:
One- to four-family$5,022$599$3,695$9,316$541,689$551,005
Multi-family865--865701,622702,487
Home equity200-3223213,43213,664
Construction and land----64,43164,431
Commercial real estate145-129274297,067297,341
Consumer----822822
Commercial loans----35,06735,067
Total$6,232$599$3,856$10,687$1,654,130$1,664,817

11

1-59 Days Past Due (1)60-89 Days Past Due (2)90 Days or GreaterTotal Past DueCurrent (3)Total Loans
(In Thousands)
Mortgage loans:
Residential real estate:
One- to four-family$5,265$1,283$4,270$10,818$540,372$551,190
Multi-family-6-6707,560$707,566
Home equity209-3424312,985$13,228
Construction and land----53,371$53,371
Commercial real estate54-129183300,709$300,892
Consumer----848$848
Commercial loans----37,120$37,120
Total$5,528$1,289$4,433$11,250$1,652,965$1,664,215

(1) Includes $630,000 and $193,000 at* March 31, 2024* and* December 31, 2023*, respectively, which are on non-accrual status.

(2) Includes $- and $11,000 at* March 31, 2024* and* December 31, 2023*, respectively, which are on non-accrual status.

(3) Includes $386,000 and $171,000 at* March 31, 2024* and* December 31, 2023*, respectively, which are on non-accrual status.

The following tables present the activity in the allowance for credit losses by portfolio segment for thethree months ended* March 31, 2024* and the activity in the allowance for loan losses by portfolio segment for thethree months ended* March 31, 2023*:

One to-Four- FamilyMulti-FamilyHome EquityConstruction and LandCommercial Real EstateConsumerCommercialTotal
(In Thousands)
Three months ended March 31, 2024
Balance at beginning of period$6,886$7,318$211$983$2,561$56$534$18,549
Provision (credit) for credit losses - loans(284)471812748734(3)
Charge-offs(3)----(8)-(11)
Recoveries102-11--14
Balance at end of period$6,609$7,367$229$1,111$2,610$55$568$18,549
Three months ended March 31, 2023
Balance at beginning of period$4,743$7,975$174$1,352$3,199$47$267$17,757
Provision (credit) for credit losses - loans1,016(127)-(495)(522)2677(25)
Charge-offs(3)----(21)-(24)
Recoveries30-411--36
Balance at end of period$5,786$7,848$178$858$2,678$52$344$17,744

12

The Company utilized the Vintage Loss Rate method in determining expected future credit losses. This technique considers losses over the full life cycle of loan pools. A vintage is a group of loans originated in the same annual time period. The loss rate method measures the amount of loan charge–offs, net of recoveries, (“loan losses”) recognized over the life of a pool by loan segment and vintage and compares those loan losses to the original loan balance of that pool as of a similar vintage.

To estimate a CECL loss rate for the pool, managementfirst identifies the loan losses recognized between the pool date and the reporting date for the pool and determines which loan losses were related to loans outstanding at the pool date. The loss rate method then divides the loan losses recognized on loans outstanding as of the pool date by the outstanding loan balance as of the pool date.

The Company’s expected loss estimate is anchored in historical credit loss experience, with an emphasis on all available portfolio data. The Company's historical look–back period includes* January 2012through the current period, on an annual basis. When historical credit loss experience isnot* sufficient for a specific portfolio, the Company* may*supplement its own portfolio data with external models or data.

Additionally, the weighted average remaining maturity ("WARM") method is used for the Construction and Consumer loan pools. The WARM method considers an estimate of expected credit losses over the remaining life of the financial assets and uses average annual charge-off rates to estimate the allowance for credit losses. For amortizing assets, the remaining contractual life is adjusted by the expected scheduled payments and prepayments. The average annual charge-off rate is applied to the amortization-adjusted remaining life to determine the unadjusted lifetime historical charge-off rate.

Qualitative reserves reflect management’s overall estimate of the extent to which current expected credit losses on collectively evaluated loans will differ from historical loss experience. The analysis takes into consideration other analytics performed within the organization, such as enterprise and concentration management. Management attempts to quantify qualitative reserves whenever possible. The CECL methodology applied focuses on evaluation of qualitative and environmental factors, including butnot limited to: (i) evaluation of facts and issues related to specific loans; (ii) management’s ongoing review and grading of the loan portfolio; (iii) consideration of historical loan loss and delinquency experience on each portfolio segment; (iv) trends in past due and nonperforming loans; (v) the risk characteristics of the various loan segments; (vi) changes in the size and character of the loan portfolio; (vii) concentrations of loans to specific borrowers or industries; (viii) existing economic conditions; (ix) the fair value of underlying collateral; and (x) other qualitative and quantitative factors which could affect expected credit losses.

13

The Company’s CECL estimate applies a forecast that incorporates macroeconomic trends and other environmental factors. Management utilized national, regional and local leading economic indexes, as well as management judgment, as the basis for the forecast period. The historical loss rate was utilized as the base rate, and qualitative adjustments were utilized to reflect the forecast and other relevant factors.

The Company segments the loan portfolio into pools based on the following risk characteristics: collateral type, credit characteristics, loan origination balance, and outstanding loan balances.

Allowance for Credit Losses-Unfunded Commitments**:**

In addition to the ACL-Loans, the Company has established an ACL-Unfunded commitments, classified in other liabilities on the consolidated statements of financial condition. This reserve is maintained at a level that management believes is sufficient to absorb losses arising from unfunded loan commitments, and is determined quarterly based on methodology similar to the methodology for determining the ACL-Loans. The allowance for unfunded commitments at* March 31, 2024* and* December 31, 2023* was $1.1 million and $1.1 million.

Provision for Credit Losses**:**

The provision for credit losses is determined by the Company as the amount to be added to the ACL loss accounts for various types of financial instruments including loans, investment securities, and off-balance sheet credit exposures after net charge-offs have been deducted to bring the ACL to a level that, in management's judgment, is necessary to absorb expected credit losses over the lives of the respective financial instruments. See Note2 - Securities Available for Sale for additional information regarding the ACL related to investment securities. The following table presents the components of the provision for credit losses.

Three months ended
March 31, 2024March 31, 2023
(In Thousands)
Provision (credit) for credit losses on:
Loans$(3)$(25)
Unfunded commitments70485
Investment securities--
Total$67$460

Collateral Dependent Loans**:**

A loan is considered to be collateral dependent when, based upon management's assessment, the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. For collateral dependent loans, expected credit losses are based on the estimated fair value of the collateral at the balance sheet date, with consideration for estimated selling costs if satisfaction of the loan depends on the sale of the collateral. The following tables present collateral dependent loans by portfolio segment and collateral type, including those loans with and without a related allowance allocation.

14

The following tables present collateral dependent loans by portfolio segment and collateral type as of* March 31, 2024* and* December 31, 2023*:

One- to Four- Family · Multi-Family · Home Equity · Construction and Land · Commercial Real Estate · Consumer · Commercial · Total
(In Thousands)
Allowance related to collateral dependent loans · $ · - · $ · - · $ · - · $ · - · $ · - · $ · - · $ · - · $ · -
Allowance related to pooled loans6,6097,3672291,1112,6105556818,549
Allowance at end of period$6,609$7,367$229$1,111$2,610$55$568$18,549
Collateral dependent loans$2,193$-$199$-$5,383$-$1,285$9,060
Pooled loans548,812702,48713,46564,431291,95882233,7821,655,757
Total gross loans$551,005$702,487$13,664$64,431$297,341$822$35,067$1,664,817
One- to Four- Family · Multi-Family · Home Equity · Construction and Land · Commercial Real Estate · Consumer · Commercial · Total
(In Thousands)
Allowance related to collateral dependent loans · $ · - · $ · - · $ · - · $ · - · $ · - · $ · - · $ · - · $ · -
Allowance related to pooled loans6,8867,3182119832,5615653418,549
Allowance at end of period$6,886$7,318$211$983$2,561$56$534$18,549
Collateral dependent loans$2,209$-$90$-$5,493$-$1,536$9,328
Pooled loans548,981707,56613,13853,371295,39984835,5841,654,887
Total gross loans$551,190$707,566$13,228$53,371$300,892$848$37,120$1,664,215

The Company's procedures dictate that an updated valuation must be obtained with respect to underlying collateral at the time a loan is deemed impaired. Updated valuations* may*also be obtained upon transfer from loans receivable to real estate owned based upon the age of the prior appraisal, changes in market conditions or known changes to the physical condition of the property.

Estimated fair values are reduced to account for sales commissions, broker fees, unpaid property taxes and additional selling expenses to arrive at an estimated net realizable value. The adjustment factor is based upon the Company's actual experience with respect to sales of real estate owned over the priortwo years. In situations in which the Company is placing reliance on an appraisal that is more thanone year old, an additional adjustment factor is applied to account for downward market pressure since the date of appraisal. The additional adjustment factor is based upon relevant sales data available for the Company's general operating market as well as company-specific historical net realizable values as compared to the most recent appraisal prior to disposition.

With respect to multi-family income-producing real estate, appraisals are reviewed and estimated collateral values are adjusted by updating significant appraisal assumptions to reflect current real estate market conditions. Significant assumptions reviewed and updated include the capitalization rate, rental income and operating expenses. These adjusted assumptions are based upon recent appraisals received on similar properties as well as on actual experience related to real estate owned and currently under Company management.

15

Credit Quality Indicators

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company establishes a risk rating at origination for all commercial loan and commercial real estate relationships. For relationships over*$1* million, management monitors the loans on an ongoing basis for any changes in the borrower’s ability to service their debt. Management also affirms the risk ratings for the loans in their respective portfolios on an annual basis. The Company uses the following definitions for risk ratings:

Watch. Loans classified as watch have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses* mayresult in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date. Watch assets arenot* adversely classified and donot expose an institution to sufficient risk to warrant adverse classification.

Substandard. Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt and, additionally, the weakness or weaknesses to make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable or improbable. Substandard loans are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies arenot corrected.

Loansnot meeting the criteria above that are analyzed individually as part of the above described process are considered to be pass rated loans.

The following table presents information relating to the Company’s internal risk ratings of its loans receivable as of* March 31, 2024* and* December 31, 2023*:

One to Four-Family · Multi-Family · Home Equity · Construction and Land · Commercial Real Estate · Consumer · Commercial · Total
(In Thousands)
Substandard$4,544$-$199$-$5,383$-$1,285$11,411
Watch8,747185708145417-7510,277
Pass537,714702,30212,75764,286291,54182233,7071,643,129
$551,005$702,487$13,664$64,431$297,341$822$35,067$1,664,817
Substandard$4,503$-$90$-$5,492$-$1,536$11,621
Watch7,585383-----7,968
Pass539,102707,18313,13853,371295,40084835,5841,644,626
$551,190$707,566$13,228$53,371$300,892$848$37,120$1,664,215

16

Credit Quality Information:

The following table presents total loans by risk categories and year of origination as of* March 31, 2024*:

2024 · 2023 · 2022 · 2021 · 2020 · Prior · Revolving · Total
(In Thousands)
One- to four-family
Pass$12,449$193,887$160,494$44,322$33,048$92,399$1,115$537,714
Watch6,214-465--2,068-8,747
Substandard-1,422953--2,169-4,544
Total18,663195,309161,91244,32233,04896,6361,115551,005
Multi-family
Pass8,271123,507209,783134,109116,823108,954855$702,302
Watch-----185-185
Substandard--------
Total8,271123,507209,783134,109116,823109,139855702,487
Home equity
Pass3511,0752321589640410,441$12,757
Watch708------708
Substandard--1616--167199
Total1,0591,0752481749640410,60813,664
Construction and land
Pass1,85147,5611,6379,2981,5472,392-$64,286
Watch--145----145
Substandard--------
Total1,85147,5611,7829,2981,5472,392-64,431
Commercial Real Estate
Pass6,80769,79970,25261,54332,89249,447801$291,541
Watch--417----417
Substandard-5,254129----5,383
Total6,80775,05370,79861,54332,89249,447801297,341
Consumer
Pass------822$822
Watch--------
Substandard--------
Total------822822
Commercial
Pass13017,2341,5268212,5365,4835,977$33,707
Watch------7575
Substandard--44--61,2351,285
Total13017,2341,5708212,5365,4897,28735,067
Total Loans$36,781$459,739$446,093$250,267$186,942$263,507$21,488$1,664,817
Gross charge-offs$3$-$-$-$-$-$8$11

17

The following table presents total loans by risk categories and year of origination as of* December 31, 2023*:

20232022202120202019PriorRevolvingTotal
(In Thousands)
One- to four-family
Pass$196,255$166,555$46,378$33,295$19,966$75,726$927$539,102
Watch5,093713---1,779-7,585
Substandard1,450353---2,700-4,503
Total202,798167,62146,37833,29519,96680,205927551,190
Multi-family
Pass122,289214,074135,823117,66944,87871,632818707,183
Watch1916---186-383
Substandard--------
Total122,480214,080135,823117,66944,87871,818818707,566
Home equity
Pass1,084255161988734211,11113,138
Watch--------
Substandard-1817---5590
Total1,084273178988734211,16613,228
Construction and land
Pass38,0791,3489,3492,1462,255194-53,371
Watch--------
Substandard--------
Total38,0791,3489,3492,1462,255194-53,371
Commercial Real Estate
Pass70,67776,06762,92233,43619,25031,6731,375295,400
Watch--------
Substandard5,277129-86---5,492
Total75,95476,19662,92233,52219,25031,6731,375300,892
Consumer
Pass------848848
Watch--------
Substandard--------
Total------848848
Commercial
Pass17,0191,6319042,668805,4357,84735,584
Watch--------
Substandard-48--13-1,4751,536
Total17,0191,6799042,668935,4359,32237,120
Total Loans$457,414$461,197$255,554$189,398$86,529$189,667$24,456$1,664,215

18

The following presents data on restructurings of financing receivables whose borrowers are experiencing financial difficulty:

Accruing · Non-accruing · Total
Amount · Number · Amount · Number · Amount · Number
(Dollars in Thousands)
One- to four-family$--$5261$5261
$--$5261$5261

The following presents data on troubled debt restructurings:

Accruing · Non-accruing · Total
Amount · Number · Amount · Number · Amount · Number
(Dollars in Thousands)
One- to four-family$--$5432$5432
$--$5432$5432

19

The following presents restructurings of financing receivables whose borrowers are experiencing financial difficulty by concession type:

Performing in accordance with modified terms · In Default · Total
Amount · Number · Amount · Number · Amount · Number
(Dollars in Thousands)
Principal forbearance$5261$--$5261
$5261$--$5261

The following presents troubled debt restructurings by concession type:

Performing in accordance with modified terms · In Default · Total
Amount · Number · Amount · Number · Amount · Number
(Dollars in Thousands)
Interest reduction$151$--$151
Principal forbearance5281--5281
$5432$--$5432

There wereno restructurings of financing receivables whose borrowers are experiencing financial difficulty during thethree months ended* March 31, 2024*. There wereno loans modified as troubled debt restructurings during thethree months ended* March 31, 2023*.

There wereno restructurings of financing receivables whose borrowers are experiencing financial difficulty within the pasttwelve months of which there was a default during thethree months ended* March 31, 2024* or* March 31, 2023*.

The following table presents data on non-accrual loans as of* March 31, 2024* and* December 31, 2023*:

March 31, 2024December 31, 2023
(Dollars in Thousands)
Non-accrual loans:
Residential
One- to four-family$4,544$4,503
Multi-family--
Home equity19990
Construction and land--
Commercial real estate129215
Commercial--
Consumer--
Total non-accrual loans$4,872$4,808
Total non-accrual loans to total loans receivable0.29%0.29%
Total non-accrual loans to total assets0.22%0.22%

Residentialone- tofour-family mortgage loans that were in the process of foreclosure were $235,000 and $250,000 at* March 31, 2024* and* December 31, 2023*, respectively.

20

Note4 — Mortgage Servicing Rights

The following table presents the activity in the Company’s mortgage servicing rights:

Three months ended March 31,
20242023
(In Thousands)
Mortgage servicing rights at beginning of the period$1,811$3,445
Additions207302
Amortization(170)(71)
Sales-(2,767)
Mortgage servicing rights at end of the period1,848909
Valuation allowance recovered during the period313-
Mortgage servicing rights at end of the period, net$2,161$909

During thethree months ended* March 31, 2024*, $477.8 million in residential loans were originated for sale on a consolidated basis generating mortgage banking income of $20.1 million. During the same period in the prior year, sales of loans held for sale totaled $415.7 million, generating mortgage banking income of $16.8 million. The unpaid principal balance of loans serviced for others was $257.1 million and $238.7 million at* March 31, 2024* and* December 31, 2023*, respectively. These loans arenot reflected in the consolidated statements of financial condition.

The fair value of mortgage servicing rights was $2.5 million at* March 31, 2024* and $2.2 million at* December 31, 2023*, respectively.

During thethree months ended* March 31, 2024*, there wereno sales of mortgage servicing rights. During thethree months ended* March 31, 2023*, the Company sold mortgage servicing rights related to $318.4 million of loans serviced for others with a book value of $2.9 million for $3.5 million resulting in a gain on sale of $601,000.

The following table shows the estimated future amortization expense for mortgage servicing rights for the periods indicated:

(In Thousands)
Estimate for the annual period ending December 31:
2024$277
2025393
2026354
2027314
2028275
Thereafter548
Total$2,161

21

Note5 — Deposits

At* March 31, 2024* and* December 31, 2023*, the aggregate balance of uninsured time deposits of*$250,000* or more was $161.5 million and $131.4 million, respectively. The Company doesnot have uninsured deposits less than*$250,000* in aggregate balance.

A summary of the contractual maturities of time deposits at* March 31, 2024* is as follows:

(In Thousands)
Within one year$639,361
More than one to two years104,469
More than two to three years2,506
More than three to four years558
More than four through five years394
$747,288

Certain directors and executive officers, including their immediate families and companies in which they are principal owners, are depositors of the Bank. Such deposits amounted to $9.9 million and $9.0 million at* March 31, 2024* and* December 31, 2023*, respectively.

22

Note6 — Borrowings

Borrowings consist of the following:

Category · Term · Amount · Maturity · Rate · Rate Type · Callable/Putable · Start Date · Frequency
(Dollars in Millions)
FHLB advances
Long-term$50,000December 14, 20271.73%FixedPutableDecember 14, 2017Quarterly
Long-term10,000August 8, 20283.52%FixedPutableAugust 8, 2023Quarterly
Long-term10,000October 10, 20283.49%FixedPutableOctober 10, 2023Monthly
Long-term10,000October 10, 20283.49%FixedPutableOctober 10, 2023Monthly
Long-term10,000November 6, 20283.47%FixedPutableNovember 6, 2023Monthly
Long-term15,000November 14, 20283.39%FixedPutableNovember 14, 2023Monthly
Long-term10,000March 5, 20293.32%FixedPutableMarch 5, 2024Monthly
Long-term10,000March 5, 20293.38%FixedPutableMarch 5, 2024Monthly
Long-term10,000March 26, 20293.45%FixedPutableMarch 26, 2024Monthly
Total FHLB long-term advances135,0002.80%
Short-Term10,000April 3, 20243.46%FixedN/AN/AN/A
Short-Term23,500December 27, 20244.79%FixedN/AN/AN/A
Short-Term18,000April 9, 20245.38%FixedN/AN/AN/A
Short-Term20,000January 29, 20254.74%FixedN/AN/AN/A
Short-Term13,000April 29, 20245.36%FixedN/AN/AN/A
Short-Term20,500April 8, 20245.37%FixedN/AN/AN/A
Short-Term20,000May 22, 20245.39%FixedN/AN/AN/A
Short-Term30,000June 12, 20245.38%FixedN/AN/AN/A
Short-Term33,000April 15, 20245.36%FixedN/AN/AN/A
Short-Term22,500April 22, 20245.36%FixedN/AN/AN/A
Short-Term23,000April 29, 20245.36%FixedN/AN/AN/A
Short-Term120,000April 1, 20245.43%FixedN/AN/AN/A
Total FHLB short-term advances353,5005.26%
Total FHLB advances$488,5004.58%
Short-Term Borrowings
Federal reserve bankShort-term$145,000January 16, 20254.76%FixedN/AN/AN/A
Total federal reserve bank$145,0004.76%
Repurchase agreementsRevolving$658N/A8.18%VariableN/AN/AN/A
Total short-term borrowings$145,6584.78%
Total borrowings$634,1584.63%
CategoryTermAmountMaturityRateRate TypeCallable/PutableStart DateFrequency
(Dollars in Thousands)
FHLB advances
Long-term$50,000December 14, 20271.73%FixedPutableDecember 14, 2019Single
Long-term10,000August 7, 20283.51%FixedPutableDecember 7, 2023Quarterly
Long-term10,000August 8, 20283.52%FixedPutableDecember 8, 2023Quarterly
Long-term10,000October 10, 20283.49%FixedPutableNovember 10, 2023Quarterly
Long-term10,000October 10, 20283.49%FixedPutableNovember 10, 2023Quarterly
Long-term10,000November 3, 20283.46%FixedPutableDecember 4, 2023Quarterly
Long-term10,000November 6, 20283.47%FixedPutableDecember 6, 2023Quarterly
Long-term15,000November 14, 20283.39%FixedPutableDecember 14, 2023Quarterly
Long-term10,000November 29, 20283.38%FixedPutableDecember 29, 2023Quarterly
Long-term10,000November 29, 20283.43%FixedPutableJanuary 29, 2024Quarterly
Long-term10,000December 4, 20283.31%FixedPutableJanuary 4, 2023Quarterly
Total FHLB long-term advances155,0002.89%
Short-term60,000January 2, 20245.44%FixedN/AN/AN/A
Short-term20,000January 2, 20245.45%FixedN/AN/AN/A
Short-term20,000January 5, 20245.48%FixedN/AN/AN/A
Short-term20,500January 8, 20245.38%FixedN/AN/AN/A
Short-term18,000January 8, 20245.38%FixedN/AN/AN/A
Short-term14,000January 16, 20245.49%FixedN/AN/AN/A
Short-term21,000January 22, 20245.36%FixedN/AN/AN/A
Short-term33,000January 29, 20245.36%FixedN/AN/AN/A
Short-term27,500February 20, 20245.41%FixedN/AN/AN/A
Short-term27,000February 27, 20245.42%FixedN/AN/AN/A
Short-term24,500March 13, 20245.39%FixedN/AN/AN/A
Short-term23,500December 29, 20244.79%FixedN/AN/AN/A
Total FHLB short-term advances309,0005.37%
Total FHLB advances464,0004.54%
Short-Term Borrowings
Federal reserve bankShort-term$145,000December 31, 20244.83%FixedN/AN/AN/A
Total Federal reserve bank$145,0004.83%
Repurchase agreementsRevolving$2,054N/A8.20%VariableN/AN/AN/A
Total short-term borrowings$147,0544.88%
Total borrowings$611,0544.62%

The short-term repurchase agreement represents the outstanding portion of a total $30.0 million commitment withone unrelated bank as of* March 31, 2024*. The short-term repurchase agreement is utilized by Waterstone Mortgage Corporation to finance loans originated for sale. This agreement is secured by the underlying loans being financed. Related interest rates are based upon the note rate associated with the loans being financed. The short-term repurchase agreement had a $658,000 balance at* March 31, 2024* and a $2.1 million balance at* December 31, 2023*.

The Company enters into agreements under which it sells securities subject to an obligation to repurchase the same or similar securities. In addition, the Company enters into agreements under which it sells loans held for sale subject to an obligation to repurchase the same loans. Under these arrangements, the Company* maytransfer legal control over the assets but still retain effective control through an agreement that both entitles and obligates the Company to repurchase the assets. As a result, these repurchase agreements are accounted for as collateralized financing arrangements (i.e., secured borrowings) andnot* as a sale and subsequent repurchase of assets. The obligation to repurchase the assets is reflected as a liability in the Company's consolidated statements of financial condition, while the securities and loans held for sale underlying the repurchase agreements remain in the respective investment securities and loans held for sale asset accounts. In other words, there isno offsetting or netting of the investment securities or loans held for sale assets with the repurchase agreement liabilities. The Company's repurchase agreement is subject to master netting agreements, which sets forth the rights and obligations for repurchase and offset. Under the master netting agreement, the Company is entitled to set off the collateral placed with a single counterparty against obligations owed to that counterparty.

The Federal Reserve Bank (“FRB”) created a new borrowing facility called the Bank Term Funding Program. This program allows a bank to borrow against its investment portfolio, at par value, withno reduction for unrealized losses. The term is forone year and interest rate is fixed at the time the advance is taken and there isno prepayment penalty. Allowable investments for pledge are those the FRB can own. This would include all of the Company’s investment securities except municipal securities, private label bonds, and corporate bonds. At* March 31, 2024*, the Company had fully utilized its borrowing capacity under this program. The program doesnot allow for additional funding capacity after* March 11, 2024.*

At* March 31, 2024*, the Company had approximately $293.0 million in unused borrowing capacity at the FHLB.

23

The Company selects loans that meet underwriting criteria established by the FHLB as collateral for outstanding advances. The Company’s borrowings from the FHLB are limited to 76% of the carrying value of unencumberedone- tofour-family mortgage loans,73% of the carrying value of multi-family loans and 62% of the carrying value of home equity loans. In addition, these advances were collateralized by FHLB stock of $22.0 million at* March 31, 2024* and $20.9 million at* December 31, 2023*, respectively. In the event of prepayment, the Company is obligated to pay all remaining contractual interest on the advance.

Note7 – Regulatory Capital

The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements, or overall financial performance deemed by the regulators to be inadequate, can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Company's and Bank’s assets, liabilities, and certain off-balance-sheet items, as calculated under regulatory accounting practices. The Company's and Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

As required by applicable legislation, the federal banking agencies were required to develop a “Community Bank Leverage Ratio” (the ratio of a bank’s tangible equity capital to average total consolidated assets) for financial institutions with assets of less than*$10* billion. A “qualifying community bank” that exceeds this ratio will be deemed to be in compliance with all other capital and leverage requirements, including the capital requirements to be considered “well capitalized” under Prompt Corrective Action statutes. The federal banking agencies* may*consider a financial institution’s risk profile when evaluating whether it qualifies as a community bank for purposes of the capital ratio requirement.

The federal banking agencies must set the minimum capital for the new Community Bank Leverage Ratio atnot less than8% andnot more than10%. The Community Bank Leverage Ratio is currently9%. A financial institution can elect to be subject to this new definition, and opt-out of this new definition, at any time. As a qualified community bank, we elected to opt-out of this definition during thesecond quarter of2020.

Prompt corrective action regulations providefive classifications: well-capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms arenot used to represent overall financial condition. If only adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required.

The minimum capital ratios set forth in the Regulatory Capital Plans will be increased and other minimum capital requirements will be established if and as necessary. In accordance with the Regulatory Capital Plans, the Bank willnot pursue any acquisition or growth opportunity, declare any dividend or conduct any stock repurchase that would cause the Bank's total risk-based capital ratio and/or its Tier1 leverage ratio to fall below the established minimum capital levels or the capital levels required for capital adequacy plus the capital conservation buffer. The minimum capital conservation buffer is2.5%.

As of* March 31, 2024*, the Bank was considered well-capitalized, with all capital ratios exceeding the well-capitalized requirement. There areno conditions or events that management believes have changed the Bank’s prompt corrective action capitalization category.

The Bank is subject to regulatory restrictions on the amount of dividends it* maydeclare and pay to the Company without prior regulatory approval, and to regulatory notification requirements for dividends that donot* require prior regulatory approval.

24

The actual and required capital amounts and ratios for the Bank as of* March 31, 2024* and* December 31, 2023* are presented in the tables below:

ActualFor Capital Adequacy PurposesMinimum Capital Adequacy with Capital BufferTo Be Well-Capitalized Under Prompt Corrective Action Provisions
AmountRatioAmountRatioAmountRatioAmountRatio
(Dollars In Thousands)
Total Capital (to risk-weighted assets)
Consolidated Waterstone Financial, Inc.$375,34921.15%$141,9608.00%$186,32010.50%N/AN/A
Waterstone Bank358,23820.19%141,9608.00%186,32010.50%177,44910.00%
Tier I Capital (to risk-weighted assets)
Consolidated Waterstone Financial, Inc.355,66220.04%106,4706.00%150,8308.50%N/AN/A
Waterstone Bank338,55119.08%106,4706.00%150,8308.50%141,9598.00%
Common Equity Tier 1 Capital (to risk-weighted assets)
Consolidated Waterstone Financial, Inc.355,66220.04%79,8504.50%124,2107.00%N/AN/A
Waterstone Bank338,55119.08%79,8504.50%124,2107.00%115,3426.50%
Tier I Capital (to average assets)
Consolidated Waterstone Financial, Inc.355,66216.24%87,6204.00%N/AN/AN/AN/A
Waterstone Bank338,55115.46%87,6204.00%N/AN/A109,5265.00%
State of Wisconsin (to total assets)
Waterstone Bank338,55115.17%133,9206.00%N/AN/AN/AN/A

25

ActualFor Capital Adequacy PurposesMinimum Capital Adequacy with Capital BufferTo Be Well-Capitalized Under Prompt Corrective Action Provisions
AmountRatioAmountRatioAmountRatioAmountRatio
(Dollars In Thousands)
Total capital (to risk-weighted assets)
Consolidated Waterstone Financial, Inc.$380,35121.50%$141,5388.00%$185,76910.50%N/AN/A
Waterstone Bank355,47620.10%141,5158.00%185,73810.50%176,89310.00%
Tier I capital (to risk-weighted assets)
Consolidated Waterstone Financial, Inc.360,73420.39%106,1546.00%150,3858.50%N/AN/A
Waterstone Bank335,85918.99%106,1176.00%150,3328.50%141,4898.00%
Common Equity Tier 1 Capital (to risk-weighted assets)
Consolidated Waterstone Financial, Inc.360,73420.39%79,6154.50%123,8467.00%N/AN/A
Waterstone Bank335,85918.99%79,5874.50%123,8037.00%114,9606.50%
Tier I Capital (to average assets)
Consolidated Waterstone Financial, Inc.360,73416.77%86,0434.00%N/AN/AN/AN/A
Waterstone Bank335,85915.62%86,0074.00%N/AN/A107,5095.00%
State of Wisconsin (to total assets)
Waterstone Bank335,85915.20%132,5766.00%N/AN/AN/AN/A

26

Note8 – Commitments, Off-Balance Sheet Arrangements, and Contingent Liabilities

The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the consolidated statements of financial condition. The contract or notional amounts of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments.

March 31, 2024December 31, 2023
(In Thousands)
Financial instruments whose contract amounts represent potential credit risk:
Commitments to extend credit under amortizing loans (1)$15,079$9,789
Commitments to extend credit under home equity lines of credit (2)12,23011,722
Unused portion of construction loans (3)78,46676,660
Unused portion of business lines of credit17,57215,378
Standby letters of credit514514
(1)Commitments for loans are extended to customers for up to 90 days after which they expire. Excludes commitments to originate loans held for sale, which are discussed in the following footnote.
(2)Unused portions of home equity loans are available to the borrower for up to 10 years.
(3)Unused portions of construction loans are available to the borrower for up to one year.

Commitments to extend credit are agreements to lend to a customer as long as there isno violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and* may*require payment of a fee. The Company evaluates each customer's creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management's credit evaluation of the counter-party. Collateral obtained generally consists of mortgages on the underlying real estate.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to athird party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Company holds mortgages on the underlying real estate as collateral supporting those commitments for which collateral is deemed necessary.

The Company has determined that there areno probable losses related to commitments to extend credit or the standby letters of credit as of* March 31, 2024* and* December 31, 2023*. Please see Note3 - Loans Receivable for discussion on the allowance for credit losses - unfunded commitments.

Residential mortgage loans sold to others are predominantly conventional residentialfirst lien mortgages. The Company’s agreements to sell residential mortgage loans in the normal course of business usually require certain representations and warranties on the underlying loans sold related to credit information, loan documentation and collateral, which if subsequently are untrue or breached, could require the Company to repurchase certain loans affected. The Company has only been required to make insignificant repurchases as a result of breaches of these representations and warranties. The Company’s agreements to sell residential mortgage loans also contain limited recourse provisions. The recourse provisions are limited in that the recourse provision ends after certain payment criteria have been met. With respect to these loans, repurchase could be required if defined delinquency issues arose during the limited recourse period. Given that the underlying loans delivered to buyers are predominantly conventionalfirst lien mortgages, historical experience has resulted in insignificant losses and repurchase activity. The Company's reserve for losses related to these recourse provisions totaled $1.9 million as of* March 31, 2024* and $1.7 million as of* December 31, 2023*.

In the normal course of business, the Company, or its subsidiaries, are involved in various legal proceedings. In the opinion of management, any liability resulting from pending proceedings wouldnot be expected to have a material adverse effect on the Company's consolidated financial statements.

27

Note9 – Derivative Financial Instruments

Mortgage Banking Derivatives

In connection with its mortgage banking activities, the Company enters into derivative financial instruments as part of its strategy to manage its exposure to changes in interest rates. Mortgage banking derivatives include interest rate lock commitments provided to customers to fund mortgage loans to be sold in the secondary market and forward commitments for the future delivery of such loans. It is the Company’s practice to enter into forward commitments for the future delivery of residential mortgage loans when interest rate lock commitments are entered into in order to economically hedge the effect of future changes in interest rates on its commitments to fund the loans as well as on its portfolio of mortgage loans held-for-sale. The Company’s mortgage banking derivatives havenot been designated as being a hedge relationship. These instruments are used to manage the Company’s exposure to interest rate movements and other identified risks but donot meet the strict hedge accounting requirements of ASC Topic815. Changes in the fair value of derivativesnot designated in hedging relationships are recorded directly in earnings. The Company doesnot use derivatives for speculative purposes.

Derivative Loan Commitments

Mortgage loan commitments qualify as derivative loan commitments if the loan that will result from exercise of the commitment will be held for sale upon funding. The Company enters into commitments to fund residential mortgage loans at specified times in the future, with the intention that these loans will subsequently be sold in the secondary market. A mortgage loan commitment binds the Company to lend funds to a potential borrower at a specified interest rate and within a specified period of time, generally up to60 days after inception of the rate lock.

Outstanding derivative loan commitments expose the Company to the risk that the price of the loans arising from exercise of the loan commitment might decline from inception of a rate lock to funding of the loan due to increases in mortgage interest rates. If interest rates increase, the value of these loan commitments decreases. Conversely, if interest rates decrease, the value of these loan commitments increases.

Forward Loan Sale Commitments

The Company utilizes both “mandatory delivery” and “best efforts” forward loan sale commitments to mitigate the risk of potential decreases in the values of loans that would result from the exercise of the derivative loan commitments.

With a “mandatory delivery” contract, the Company commits to deliver a certain principal amount of mortgage loans to an investor at a specified price on or before a specified date. If the Company fails to deliver the number of mortgages necessary to fulfill the commitment by the specified date, it is obligated to pay a “pair-off” fee, based on then-current market prices, to the investor to compensate the investor for the shortfall.

With a “best efforts” contract, the Company commits to deliver an individual mortgage loan of a specified principal amount and quality to an investor if the loan to the underlying borrower closes. Generally, the price the investor will pay the seller for an individual loan is specified prior to the loan being funded (e.g., on the same day the lender commits to lend funds to a potential borrower).

The Company expects that these forward loan sale commitments will experience changes in fair value opposite to the change in fair value of derivative loan commitments.

Interest Rate Swaps

The Company* mayoffer derivative contracts to its customers in connection with their risk management needs. The Company manages the risk associated with these contracts by entering into an equal and offsetting derivative with athird*-party dealer through back-to-back swaps. These derivatives generally work together as an economic interest rate hedge, but the Company doesnot designate them for hedge accounting treatment. Consequently, changes in fair value of the corresponding derivative financial asset or liability are recorded as either a charge or credit to current earnings during the period in which the changes occurred. The fair value of the swaps is recorded as both an asset and a liability, in other assets and other liabilities on the Company's consolidated statement of financial condition, respectively, in equal amounts for these transactions.

28

The following tables presents the outstanding notional balances and fair values of outstanding derivative instruments:

Assets · Liabilities
Derivatives not designated as Hedging Instruments · Notional Amount · Balance Sheet Location · Fair Value · Balance Sheet Location · Fair Value
(In Millions)
Forward commitments$327.5Other assets$-Other liabilities$-
Interest rate locks233.9Other assets1.9Other liabilities-
Interest rate swaps87.6Other assets13.3Other liabilities13.3
Assets · Liabilities
Derivatives not designated as Hedging Instruments · Notional Amount · Balance Sheet Location · Fair Value · Balance Sheet Location · Fair Value
(In Millions)
Forward commitments$268.8Other assets$-Other liabilities$0.4
Interest rate locks170.9Other assets0.3Other liabilities-
Interest rate swaps88.2Other assets12.0Other liabilities12.0

In determining the fair value of its derivative loan commitments, the Company considers the value that would be generated by the loan arising from exercise of the loan commitment when sold in the secondary mortgage market. That value includes the price that the loan is expected to be sold for in the secondary mortgage market. The fair value of these commitments is recorded on the consolidated statements of financial condition with the changes in fair value recorded as a component of mortgage banking income.

The significant unobservable input used in the fair value measurement of the Company's mortgage banking derivatives, including interest rate lock commitments, is the loan pull through rate. This represents the percentage of loans currently in a lock position which the Company estimates will ultimately close. Generally, the fair value of an interest rate lock commitment will be positively (negatively) impacted when the prevailing interest rate is lower (higher) than the interest rate lock commitment. Generally, an increase in the pull through rate will result in the fair value of the interest rate lock increasing when in a gain position, or decreasing when in a loss position. The pull through rate is largely dependent on the loan processing stage that a loan is currently in and the change in prevailing interest rates from the time of the rate lock. The pull through rate is computed using historical data and the ratio is periodically reviewed by the Company.

Interest Rate Swaps

The back-to-back swaps mature in* December 2029to June 2037.Commercial borrower swaps are completed independently with each borrower and arenot* subject to master netting arrangements. As of* March 31, 2024* and* December 31, 2023*,no back-to-back swaps were in default. The Company pays fixed rates and receives floating rates based upon LIBOR on the swaps with dealer counterparties. Dealer counterparty swaps are subject to master netting agreements among the contracts within our Bank.No right of offset existed with dealer counterparty swaps as of* March 31, 2024* and* December 31, 2023*. All changes in the fair value of these instruments are recorded in other non-interest income. The Company pledgedno cash at* March 31, 2024* and at* December 31, 2023*.

29

Note10 – Earnings Per Share

Earnings per share are computed using thetwo-class method. Basic earnings per share is computed by dividing net income allocated to common shares by the weighted average number of common shares outstanding during the applicable period. Diluted earnings per share is computed by dividing net income by the weighted average number of common shares outstanding adjusted for the dilutive effect of all potential common shares.

There were 508,000 and 161,000 antidilutive shares of common stock for thethree months ended* March 31, 2024and2023*, respectively.

Presented below are the calculations for basic and diluted earnings per share:

Three months ended March 31,
20242023
(In Thousands, except per share amounts)
Net income$3,038$2,155
Weighted average shares outstanding19,02120,890
Effect of dilutive potential common shares1590
Diluted weighted average shares outstanding$19,036$20,980
Basic earnings per share$0.16$0.10
Diluted earnings per share$0.16$0.10

Note11 – Fair Value Measurements

ASC Topic820, "Fair Value Measurements and Disclosures" defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. This accounting standard applies to reported balances that are required or permitted to be measured at fair value under existing accounting pronouncements. The standard also emphasizes that fair value (i.e., the price that would be received in an orderly transaction that isnot a forced liquidation or distressed sale at the measurement date), among other things, is based on exit price versus entry price, should include assumptions about risk such as nonperformance risk in liability fair values, and is a market-based measurement,not an entity-specific measurement. When considering the assumptions that market participants would use in pricing the asset or liability, this accounting standard establishes a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels1 and2 of the hierarchy) and the reporting entity's own assumptions about market participant assumptions (unobservable inputs classified within Level3 of the hierarchy).

The fair value hierarchy prioritizes inputs used to measure fair value intothree broad levels.

Level1 inputs - In general, fair values determined by Level1 inputs use quoted prices in active markets for identical assets or liabilities that we have the ability to access.

Level2 inputs - Fair values determined by Level2 inputs use inputs other than quoted prices included in Level1 inputs that are observable for the asset or liability, either directly or indirectly. Level2 inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets where there are few transactions and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level3 inputs - Level3 inputs are unobservable inputs for the asset or liability and include situations where there is little, if any, market activity for the asset or liability.

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

30

The following table presents information about our assets recorded in the consolidated statements of financial condition at their fair value on a recurring basis as of* March 31, 2024* and* December 31, 2023*, and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value.

Fair Value Measurements Using
March 31, 2024 · Level 1 · Level 2 · Level 3
(In Thousands)
Assets
Available for sale securities
Mortgage-backed securities$10,626$-$10,626$-
Collateralized mortgage obligations
Government sponsored enterprise issued130,306-130,306-
Private-label issued7,070-7,070-
Government sponsored enterprise bonds2,353-2,353-
Municipal securities43,155-43,155-
Other debt securities11,191-11,191-
Loans held for sale175,084-175,084-
Mortgage banking derivative assets1,923--1,923
Interest rate swap assets13,302-13,302-
Liabilities
Mortgage banking derivative liabilities----
Interest rate swap liabilities13,302-13,302-
Fair Value Measurements Using
December 31, 2023 · Level 1 · Level 2 · Level 3
(In Thousands)
Assets
Available for sale securities
Mortgage-backed securities$11,181$-$11,181$-
Collateralized mortgage obligations
Government sponsored enterprise issued133,467-133,467-
Private-label issued7,260-7,260-
Government sponsored enterprise bonds2,348-2,348-
Municipal securities39,488-39,488-
Other debt securities11,163-11,163-
Loans held for sale164,993-164,993-
Mortgage banking derivative assets334--334
Interest rate swap assets12,044-12,044-
Liabilities
Mortgage banking derivative liabilities364--364
Interest rate swap liabilities12,044-12,044-

The following summarizes the valuation techniques for assets recorded in the consolidated statements of financial condition at their fair value on a recurring basis:

Available-for-sale securities – The Company’s investment securities classified as available for sale include: mortgage-backed securities, collateralized mortgage obligations, government sponsored enterprise bonds, municipal securities and other debt securities. The fair value of mortgage-backed securities, collateralized mortgage obligations and government sponsored enterprise bonds are determined by athird party valuation source using observable market data utilizing a matrix or multi-dimensional relational pricing model. Standard inputs to these models include observable market data such as benchmark yields, reported trades, broker quotes, issuer spreads, benchmark securities, prepayment models and bid/offer market data. For securities with an early redemption feature, an option adjusted spread model is utilized to adjust the issuer spread. These model and matrix measurements are classified as Level2 in the fair value hierarchy. The fair value of municipal and other debt securities is determined by athird party valuation source using observable market data utilizing a multi-dimensional relational pricing model. Standard inputs to this model include observable market data such as benchmark yields, reported trades, broker quotes, rating updates and issuer spreads. These model measurements are classified as Level2 in the fair value hierarchy. The change in fair value is recorded through an adjustment to the statement of comprehensive income.

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Loans held for sale – The Company carries loans held for sale at fair value under the fair value option model. Fair value is generally determined by estimating a gross premium or discount, which is derived from pricing currently observable in the secondary market, principally from observable prices for forward sale commitments. Loans held-for-sale are considered to be Level2 in the fair value hierarchy of valuation techniques. The change in fair value is recorded through an adjustment to the statement of income.

Mortgage banking derivatives - Mortgage banking derivatives include interest rate lock commitments to originate residential loans held for sale to individual customers and forward commitments to sell residential mortgage loans to various investors. The Company utilizes a valuation model to estimate the fair value of its interest rate lock commitments to originate residential mortgage loans held for sale, which includes applying a pull through rate based upon historical experience and the current interest rate environment and then multiplying by quoted investor prices. The Company also utilizes a valuation model to estimate the fair value of its forward commitments to sell residential loans, which includes matching specific terms and maturities of the forward commitments against applicable investor pricing available. While there are Level2 and3 inputs used in the valuation models, the Company has determined thatone or more of the inputs significant in the valuation of both of the mortgage banking derivatives fall within Level3 of the fair value hierarchy. The change in fair value is recorded through an adjustment to the statement of income.

Interest rate swap assets/liabilities - The Company offers loan level swaps to its customers and offsets its exposure from such contracts by entering into mirror image swaps with a financial institution / swap counterparty. The fair values of derivatives are based on valuation models using observable market data as of the measurement date. Our derivatives are traded in an over-the-counter market where quoted market prices arenot always available. Therefore, the fair values of derivatives are determined using quantitative models that utilize multiple market inputs. The inputs will vary based on the type of derivative, but could include interest rates, prices and indices to generate continuous yield or pricing curves, prepayment rates, and volatility factors to value the position. The majority of market inputs are actively quoted and can be validated through external sources, including brokers, market transactions andthird-party pricing services. Interest rate swap assets and liabilities are considered to be Level2 in the fair value hierarchy of valuation techniques. The change in fair value is recorded through an adjustment to the statement of operations, within other income and other expense.

The table below presents reconciliation for all assets measured at fair value on a recurring basis using significant unobservable inputs (Level3) during2024 and2023.

Three months ended March 31,
20242023
(In Thousands)
Mortgage derivative, net balance at the beginning of the period$(30)$(994)
Mortgage derivative gain, net1,9531,073
Mortgage derivative, net balance at the end of the period$1,923$79

There wereno transfers in or out of Level1, 2 or3 measurements during the periods.

Assets Recorded at Fair Value on a Non-recurring Basis

The following tables present information about assets recorded in the consolidated statements of financial condition at their fair value on a non-recurring basis as of* March 31, 2024* and* December 31, 2023*, and indicate the fair value hierarchy of the valuation techniques utilized to determine such fair value.

Fair Value Measurements Using
March 31, 2024 · Level 1 · Level 2 · Level 3
(In Thousands)
Real estate owned$206$-$-$206
Fair Value Measurements Using
December 31, 2023 · Level 1 · Level 2 · Level 3
(In Thousands)
Real estate owned$254$-$-$254
Impaired mortgage servicing rights1,063--1,063

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Real estate owned – On a non-recurring basis, real estate owned is recorded in the consolidated statements of financial condition at the lower of cost or fair value. Fair value is determined based onthird party appraisals and, if less than the carrying value of the foreclosed loan, the carrying value of the real estate owned is adjusted to the fair value. Appraised values are adjusted to consider disposition costs and also to take into consideration the age of the most recent appraisal. Given the significance of the adjustments made to appraised values necessary to estimate the fair value of the properties, real estate owned is considered to be Level3 in the fair value hierarchy of valuation techniques.

Mortgage servicing rights – The Company utilizes an independent valuation from athird party which uses a discounted cash flow model to estimate the fair value of mortgage servicing rights. The model utilizes prepayment assumptions to project cash flows related to the mortgage servicing rights based upon the current interest rate environment, which is then discounted to estimate an expected fair value of the mortgage servicing rights. The model considers characteristics specific to the underlying mortgage portfolio, such as: contractually specified servicing fees, prepayment assumptions, delinquency rates, late charges and costs to service. Given the significance of the unobservable inputs utilized in the estimation process, mortgage servicing rights are classified as Level3 within the fair value hierarchy. The Company records the mortgage servicing rights at the lower of amortized cost or fair value.

For Level3 assets and liabilities measured at fair value on a recurring and non-recurring basis as of* March 31, 2024* and* December 31, 2023*, the significant unobservable inputs used in the fair value measurements were as follows:

Significant Unobservable Input Value
Fair Value at · Significant
March 31,ValuationUnobservableMinimumMaximumWeighted
2024TechniqueInputsValueValueAverage
(Dollars in Thousands)
Mortgage banking derivatives$1,923Pricing modelsPull through rate0.5%99.8%85.3%
Real estate owned206Market approachDiscount rates applied to appraisals23.3%34.8%31.4%
December 31,
Mortgage banking derivatives$(30)Pricing modelsPull through rate20.5%99.9%69.8%
Real estate owned254Market approachDiscount rates applied to appraisals23.3%73.1%39.3%
Mortgage servicing rights1,063Pricing modelsPrepayment rate6.7%23.9%14.6%
Discount rate10.0%15.5%11.2%
Cost to service$77$471$107

A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below.

Fair value information about financial instruments follows, whether ornot recognized in the consolidated statements of financial condition, for which it is practicable to estimate that value. In cases where quoted market prices arenot available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, couldnot be realized in immediate settlement of the instrument. Certain financial instruments and all nonfinancial instruments are excluded from its disclosure requirements. Accordingly, the aggregate fair value amounts presented donot represent the underlying value of the Company.

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The carrying amounts and fair values of the Company’s financial instruments consist of the following:

March 31, 2024 · December 31, 2023
Carrying · Fair Value · Carrying · Fair Value
amount · Total · Level 1 · Level 2 · Level 3 · amount · Total · Level 1 · Level 2 · Level 3
(In Thousands)
Financial Assets
Cash and cash equivalents$45,714$45,714$45,714$-$-$36,421$36,421$36,421$-$-
Loans receivable1,664,8171,563,649--1,563,6491,664,2151,558,472--1,558,472
FHLB stock21,98321,98321,983--20,88020,88020,880--
Accrued interest receivable7,5717,5717,571--7,4217,4217,421--
Mortgage servicing rights2,1612,481--2,4811,8112,207--2,207
-
Financial Liabilities
Deposits1,199,8941,198,955452,606746,349-1,190,6241,189,274460,340728,934-
Advance payments by borrowers for taxes14,05114,05114,051--6,6076,6076,607--
Borrowings634,158623,686-623,686-611,054602,948-602,948-
Accrued interest payable4,0784,0784,078--2,6132,6132,613--

The following methods and assumptions were used by the Company in determining its fair value disclosures for financial instruments.

Cash and Cash Equivalents

The carrying amount reported in the consolidated statements of financial condition for cash and cash equivalents is a reasonable estimate of fair value.

Loans Receivable

The fair value estimation process for the loan portfolio uses an exit price concept and reflects discounts the Company believes are consistent with discounts in the marketplace. Fair values are estimated for portfolios of loans with similar characteristics. Loans are segregated by type such asone- tofour-family, multi-family, home equity, construction and land, commercial real estate, commercial, and other consumer. The fair value of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for similar maturities. The fair value analysis also includes other assumptions to estimate fair value, intended to approximate those a market participant would use in an orderly transaction, with adjustments for discount rates, interest rates, liquidity, and credit spreads, as appropriate.

FHLB Stock

For FHLB stock, the carrying amount is the amount at which shares can be redeemed with the FHLB and is a reasonable estimate of fair value.

Deposits and Advance Payments by Borrowers for Taxes

The fair values for interest-bearing and noninterest-bearing negotiable order of withdrawal accounts, savings accounts, and money market accounts are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). The fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates of similar remaining maturities to a schedule of aggregated expected monthly maturities of the outstanding certificates of deposit. The advance payments by borrowers for taxes are equal to their carrying amounts at the reporting date.

Borrowings

Fair values for borrowings are estimated using a discounted cash flow calculation that applies current interest rates to estimated future cash flows of the borrowings.

Accrued Interest Payable and Accrued Interest Receivable

For accrued interest payable and accrued interest receivable, the carrying amount is a reasonable estimate of fair value.

Commitments to Extend Credit and Standby Letters of Credit

Commitments to extend credit and standby letters of credit are generallynot marketable. Furthermore, interest rates on any amounts drawn under such commitments would be generally established at market rates at the time of the draw. Fair values for the Company’s commitments to extend credit and standby letters of credit are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements, the counterparty’s credit standing, and discounted cash flow analyses. The fair value of the Company’s commitments to extend credit wasnot material at* March 31, 2024* and* December 31, 2023*.

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Note12 – Segment Reporting

Selected financial and descriptive information is required to be provided about reportable operating segments, considering a "management approach" concept as the basis for identifying reportable segments. The management approach is based on the way that management organizes the segments within the enterprise for making operating decisions, allocating resources, and assessing performance. Consequently, the segments are evident from the structure of the enterprise's internal organization, focusing on financial information that an enterprise's chief operating decision-makers use to make decisions about the enterprise's operating matters.

The Company has determined that it hastwo reportable segments: community banking and mortgage banking. The Company's operating segments are presented based on its management structure and management accounting practices. The structure and practices are specific to the Company and therefore, the financial results of the Company's business segments arenot necessarily comparable with similar information for other financial institutions.

Community Banking

The community banking segment provides consumer and business banking products and services to customers primarily within Southeastern Wisconsin. Within this segment, the following products and services are provided: (1) lending solutions such as residential mortgages, home equity loans and lines of credit, personal and installment loans, real estate financing, business loans, and business lines of credit; (2) deposit and transactional solutions such as checking, credit, debit and pre-paid cards, online banking and bill pay, and money transfer services; (3) investable funds solutions such as savings, money market deposit accounts, IRA accounts, certificates of deposit, and (4) fixed and variable annuities, insurance as well as trust and investment management accounts.

Consumer products include loan and deposit products: mortgage, home equity loans and lines, personal term loans, demand deposit accounts, interest bearing transaction accounts and time deposits. Consumer products also include personal investment services. Business banking products include secured and unsecured lines and term loans for working capital, inventory and general corporate use, commercial real estate construction loans, demand deposit accounts, interest bearing transaction accounts and time deposits.

Mortgage Banking

The mortgage banking segment provides residential mortgage loans for the primary purpose of sale on the secondary market. Mortgage banking products and services are provided by offices in26 states with the ability to lend in 48 states.

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Presented below is the segment information:

Holding
Community · Mortgage · Company and
BankingBankingOtherConsolidated
(In Thousands)
Net interest income (expense)$11,598$(541)$80$11,137
Provision (credit) for credit losses105(38)-67
Net interest income (expense) after provision (credit) for credit losses11,493(503)8011,070
Noninterest income:99020,328(70)21,248
Noninterest expenses:
Compensation, payroll taxes, and other employee benefits5,36014,756(240)19,876
Occupancy, office furniture and equipment1,0001,108-2,108
Advertising174740-914
Data processing69350851,206
Communications65161-226
Professional fees20852015743
Real estate owned13--13
Loan processing expense-1,046-1,046
Other6916171101,418
Total noninterest expenses8,20419,456(110)27,550
Income before income tax expense4,2793691204,768
Income tax expense1,63971201,730
Net income$2,640$298$100$3,038
Total Assets$2,197,708$210,784$(173,768)$2,234,724
Holding
Community · Mortgage · Company and
BankingBankingOtherConsolidated
(In Thousands)
Net interest income (expense)$14,008$(282)$69$13,795
Provision for credit losses38872-460
Net interest income (expense) after provision for credit losses13,620(354)6913,335
Noninterest income:98717,951(384)18,554
Noninterest expenses:
Compensation, payroll taxes, and other employee benefits5,16815,099(215)20,052
Occupancy, office furniture and equipment1,0311,232-2,263
Advertising184705-889
Data processing60151651,122
Communications78173-251
Professional fees21818810416
Real estate owned1--1
Loan processing expense-1,018-1,018
Other8962,403(204)3,095
Total noninterest expenses8,17721,334(404)29,107
Income (loss) before income tax expense (benefit)6,430(3,737)892,782
Income tax expense (benefit)1,600(1,002)29627
Net income (loss)$4,830$(2,735)$60$2,155
Total Assets$2,080,904$207,572$(173,977)$2,114,499

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.