Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF EWSB BANCORP, INC
2024 and 2023 Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 166 )
51
Consolidated Balance Sheets for the year ended December 31, 2024 and 2023
52
Consolidated Financial Statement of Operations for the year ended December 31, 2024 and 2023
53
Consolidated Financial Statement of Comprehensive Income (Loss) for the year ended December 31, 2024 and 2023
55
Consolidated Financial Statement of Changes in Equity for the year ended December 31, 2024 and 2023
56
Consolidated Financial Statement of Cash Flows for the year ended December 31, 2024 and 2023
57
Notes to Consolidated Financial Statements
58
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Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
EWSB Bancorp, Inc.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of EWSB Bancorp, Inc. and its subsidiary (the “Company”) as of December 31, 2024 and 2023; the related consolidated statements of operations, comprehensive income (loss), changes in equity, and cash flows for each of the two years in the period ended December 31, 2024; and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023 and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
The Company's management is responsible for these financial statements. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Plante & Moran, PLLC
We have served as the Company’s auditor since 2023.
Cleveland, Ohio
March 21, 2025
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EWSB BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets
December 31,
2024
2023
Assets
Cash and cash equivalents
$
1,188,634
$
1,608,709
Time deposits with other financial institutions
4,498,778
4,497,669
Debt securities available for sale (amortized cost of $ 26,736,859 and $ 27,880,997 as of December 31, 2024 and December 31, 2023, respectively)
22,806,836
23,947,775
Debt securities held to maturity (fair value of $ 38,162,626 and $ 39,804,828 as of December 31, 2024 and December 31, 2023, respectively)
39,006,631
40,050,858
Loans, net of allowance of $ 1,126,422 and $ 1,056,796 as of December 31, 2024 and December 31, 2023, respectively
186,354,436
174,315,171
Land held for sale
834,828
435,328
Office properties and equipment, net
2,411,422
2,910,169
Federal Home Loan Bank stock
1,879,971
1,084,273
Cash value of life insurance
7,699,074
7,462,397
Net deferred tax assets
5,326,564
4,857,846
Accrued interest receivable and other assets
1,298,605
1,396,766
TOTAL ASSETS
$
273,305,779
$
262,566,961
Liabilities and Equity
Deposits:
Non-interest bearing
$
9,461,778
$
10,250,495
Interest bearing
222,057,692
220,217,134
Total deposits
231,519,470
230,467,629
Borrowed funds
24,200,000
19,030,000
Advance payments by borrowers for taxes and insurance
485,212
280,026
Accrued interest payable and other liabilities
1,474,341
1,252,482
Total liabilities
257,679,023
251,030,137
Equity:
Common stock ($ 0.01 par value, 4,000,000 shares authorized, 752,538 shares issued and outstanding as of December 31, 2024)
7,525
—
Additional paid-in capital
5,472,763
—
Retained earnings
17,499,162
19,198,973
Unallocated common shares held by Employee Stock Ownership Plan (ESOP)
( 500,441 )
—
Accumulated other comprehensive income (loss)
( 6,852,253 )
( 7,662,149 )
Total stockholders' equity
15,626,756
11,536,824
TOTAL LIABILITIES AND EQUITY
$
273,305,779
$
262,566,961
See accompanying notes to consolidated financial statements.
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EWSB BANCORP, INC. AND SUBSIDIARY
Consolidated Statements of Operations
Year Ended December 31,
2024
2023
Interest income:
Loans, including fees
$
8,486,001
$
7,572,886
Securities:
Taxable
1,052,987
1,196,626
Tax-exempt
37,589
37,610
Other
161,461
125,293
Total interest income
9,738,038
8,932,415
Interest expense:
Deposits
5,198,654
3,612,941
Borrowed funds
1,166,143
737,179
Total interest expense
6,364,797
4,350,120
Net interest income
3,373,241
4,582,295
Provision for credit losses
166,794
145,039
Net interest income after provision for credit losses
3,206,447
4,437,256
Noninterest income:
Service charges on deposit accounts
74,470
53,291
Interchange income
241,149
248,471
Mortgage banking income
124,450
97,903
Gain on sale of mortgage loans
271,035
256,606
Increase in cash value of life insurance
236,677
212,118
Gain on interest rate swap
271,057
—
Gain (loss) on sale and disposal of fixed assets
( 34,050 )
207,738
Gain on sale of other real estate owned
—
71,012
Other
480,048
302,029
Total noninterest income
1,664,836
1,449,168
See accompanying notes to consolidated financial statements.
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EWSB BANCORP, INC. AND SUBSIDIARY
Consolidated Statements of Operations Continued
Year Ended December 31,
2024
2023
Noninterest expense:
Salaries and related benefits
4,184,386
3,935,673
Occupancy expense, net
662,054
716,476
Data processing
1,097,143
961,066
Advertising
152,357
142,979
FDIC insurance premiums
308,977
298,644
Other
902,263
1,164,383
Total noninterest expense
7,307,180
7,219,221
Income (loss) before provision for (benefit from) income taxes
( 2,435,897 )
( 1,332,797 )
Provision for (benefit from) income taxes
( 736,086 )
( 397,557 )
Net income (loss)
$
( 1,699,811 )
$
( 935,240 )
Basic and diluted earnings per share
$
( 8.62 )
n/a
Weighted average shares outstanding
197,223
n/a
See accompanying notes to consolidated financial statements.
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EWSB BANCORP, INC. AND SUBSIDIARY
Consolidated Statements of Comprehensive Income (Loss)
Year Ended December 31,
2024
2023
Net income (loss)
$
( 1,699,811 )
$
( 935,240 )
Other comprehensive income (loss), before tax:
Unrealized holding gain (loss) on available for sale debt securities
3,199
897,017
Reclassification adjustment for (accretion) amortization of unrealized holding gain (loss) included in accumulated other comprehensive income (loss) from the securities transferred from available for sale to held to maturity
1,099,151
1,216,256
Other comprehensive income (loss), before tax
1,102,350
2,113,273
Tax effect of other comprehensive income (loss) items
( 292,454 )
( 560,650 )
Other comprehensive income (loss), net of tax
809,896
1,552,623
Comprehensive income (loss)
$
( 889,915 )
$
617,383
See accompanying notes to consolidated financial statements.
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EWSB BANCORP, INC. AND SUBSIDIARY
Consolidated Statements of Changes in Equity
Unallocated
Accumulated
Common
Other
Common Stock
Additional Paid-
Retained
Shares Held
Comprehensive
Shares
Amount
In Capital
Earnings
by ESOP
Income (Loss)
Total Equity
Balance at January 1, 2023
—
$
—
$
—
$
20,134,213
$
—
$
( 9,214,772 )
$
10,919,441
Net income (loss)
—
—
—
( 935,240 )
—
—
( 935,240 )
Other comprehensive income (loss)
—
—
—
—
—
1,552,623
1,552,623
Balance at December 31, 2023
—
—
—
19,198,973
—
( 7,662,149 )
11,536,824
Proceeds of stock offering and issuance of common shares (net of issuance cost of $ 2.0 million)
752,538
7,525
5,470,717
—
—
—
5,478,242
Purchase of common shares by ESOP ( 52,678 shares)
—
—
—
—
( 526,780 )
—
( 526,780 )
ESOP shares committed to be released
—
—
2,046
—
26,339
—
28,385
Net income (loss)
—
—
—
( 1,699,811 )
—
—
( 1,699,811 )
Other comprehensive income (loss)
—
—
—
—
—
809,896
809,896
Balance at December 31, 2024
752,538
$
7,525
$
5,472,763
$
17,499,162
$
( 500,441 )
$
( 6,852,253 )
$
15,626,756
See accompanying notes to consolidated financial statements.
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EWSB BANCORP, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows
Year Ended December 31,
2024
2023
Cash flows from operating activities:
Net income (loss)
$
( 1,699,811 )
$
( 935,240 )
Adjustments to reconcile net income (loss) to net cash flows used in operating activities:
Provision for depreciation
171,110
179,429
Net amortization/(accretion) of discounts/premiums on securities
( 164,881 )
( 269,412 )
Provision for credit losses
166,794
145,039
Origination of loans held for sale
( 12,355,415 )
( 10,578,774 )
Proceeds from sales of loans held for sale
12,626,450
10,835,380
Net gain on sales of loans
( 271,035 )
( 256,606 )
Provision for (benefit from) deferred taxes
( 761,172 )
( 397,582 )
Net loss (gain) on sale and disposal of office properties and equipment
34,050
( 207,738 )
Net loss (gain) on sale of other real estate owned
—
( 71,012 )
Increase in cash surrender value of life insurance
( 236,677 )
( 212,118 )
ESOP expense
28,385
—
Changes in operating assets and liabilities:
Accrued interest receivable and other assets
98,161
20,160
Accrued interest payable and other liabilities
140,315
267,654
Total adjustments
( 523,915 )
( 545,580 )
Net cash flows used in operating activities
( 2,223,726 )
( 1,480,820 )
Cash flows from investing activities:
Proceeds from maturities of certificates of deposit
—
200,000
Proceeds from maturities and paydowns of securities available for sale
1,201,288
10,990,568
Proceeds from maturities and paydowns of securities held to maturity
2,250,000
—
Purchase of FHLB stock
( 795,698 )
( 8,638 )
Net decrease/(increase) in loans
( 12,124,515 )
( 2,036,482 )
Purchase of office properties and equipment
( 105,913 )
( 30,386 )
Proceeds from sale of office properties and equipment
—
151,573
Proceeds from sale of land held for sale
—
118,418
Proceeds from sale of repossessed assets
—
71,012
Net cash flows provided by (used in) investing activities
( 9,574,838 )
9,456,065
Cash flows from financing activities:
Net change in deposits
$
1,051,841
$
( 18,740,119 )
Net change in advance payments by borrowers for taxes and insurance
205,186
( 698,820 )
Proceeds from notes payable
—
400,000
Principal payments on notes payable
( 400,000 )
—
Net increase/(decrease) from FHLB advances activity
5,570,000
9,530,000
Proceeds from issuance of common stock, net of costs
5,478,242
—
Loan to ESOP
( 526,780 )
—
Net cash flows provided by (used in) financing activities
11,378,489
( 9,508,939 )
Net change in cash and cash equivalents
( 420,075 )
( 1,533,694 )
Cash and cash equivalents at beginning of period
1,608,709
3,142,403
Cash and cash equivalents at end of period
$
1,188,634
$
1,608,709
Supplemental cash flow information:
Cash paid during the period for:
Interest
$
6,189,344
$
4,061,516
Taxes
$
—
$
—
See accompanying notes to consolidated financial statements.
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Notes to Consolidated Financial Statements
Note 1: Summary of Significant Accounting Policies
Organization
EWSB Bancorp, Inc. (the “Company”), a Maryland corporation and registered bank holding company, was formed to serve as the holding company for East Wisconsin Savings Bank (the “Bank”), upon conversion of Wisconsin Mutual Bancorp, MHC to the stock form of organization, which was completed on September 20, 2024. In connection with the conversion, the Company sold 752,538 shares of common stock, par value $ 0.01 , including 52,678 shares sold to the Bank’s Employee Stock Ownership Plan, at $ 10.00 per share in its subscription offering for gross proceeds (before deducting offering expenses) of approximately $ 7.5 million. Shares of the Company’s common stock began trading on September 24, 2024 on the OTCQB Market under the trading symbol “EWSB”.
The Bank provides a variety of financial services to individual and corporate customers. The Bank operates as a full-service financial institution with a primary market area including, but not limited to, east central Wisconsin. The Company is subject to the regulations of certain federal and state agencies and undergoes periodic examinations by those regulatory authorities.
Principles of Consolidation
The financial statements include the accounts of EWSB Bancorp, Inc. and its subsidiary, East Wisconsin Savings Bank. All significant intercompany balances and transactions have been eliminated.
Use of Estimates in Preparation of Financial Statements
The preparation of the accompanying financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. The determination of the allowance for credit losses and valuation allowance on deferred tax assets are particularly subject to change in the near term. Actual results may differ from these estimates.
Cash and Cash Equivalents
For purposes of reporting cash flows in the financial statements, cash and cash equivalents include cash on hand and interest-bearing and non-interest-bearing deposits in other financial institutions.
Time Deposits with Other Financial Institutions
Time deposits with other financial institutions are carried at cost with maturities of 90 days or more from the balance sheet date and will mature within four years .
Debt Securities
Debt Securities are classified as held to maturity and carried at amortized cost when management has the positive intent and ability to hold them to maturity. Debt securities are classified as available for sale when they might be sold before maturity. Securities available for sale are carried at fair value, with unrealized holding gains and losses reported in other comprehensive income or loss, net of tax. Amortization of premiums and accretion of discounts are recognized in interest income using the interest method over the estimated lives or earliest call date of the debt securities, as applicable. Gains and losses on the sales of debt securities are recorded on the trade date and determined using the specific-identification method.
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Transfers of investments into the held to maturity category from the available for sale category are made at fair value at the date of transfer. The net unrealized gains (losses), net of tax, are retained in other comprehensive income, and the carrying value of the held to maturity securities are amortized over the life of the securities in a manner consistent with the amortization of a premium or discount.
Loans Held for Sale
Loans originated and intended for sale in the secondary market are carried at the lower of cost or estimated fair value in the aggregate, as determined by outstanding commitments from investors. Net unrealized losses, if any, are recognized through a valuation allowance by charges to earnings. Realized gains and losses on the sale of loans held for sale are determined using the specific-identification method.
Mortgage loans held for sale are generally sold with servicing rights retained. The carrying value of mortgage loans sold is reduced by the amount allocated to the servicing right. Gains and losses on sales of mortgage loans are based on the difference between the selling price and the carrying value of the related loan sold.
Loans
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff generally are reported at their outstanding unpaid principal balances adjusted for charge-offs, the allowance for credit losses, and any deferred fees or costs on originated loans. Interest on loans is accrued and credited to income based on the unpaid principal balance. Accrued interest receivabl e totaled $ 535,196 and $ 472,368 on December 31, 2024 and 2023, respectively and is reported in accrued interest receivable and other assets on the consolidated balance sheets and is excluded from the estimate of credit losses. Loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the related loan yield using the interest method. Accrual of interest income on all loans is discontinued and the respective loan is placed on non-accrual status at the time it is 90 days delinquent. Past-due status is based on the contractual terms of the loan. In all cases, loans are placed on non-accrual or charged-off at an earlier date if collection of principal or interest is considered doubtful. Non-accrual loans are individually evaluated for impairment. The accrual of interest on loans is discontinued when, in the opinion of management, there is an indication the borrower may be unable to make payments as they become due.
All interest accrued but not received for loans placed on non-accrual is reversed against interest income. Interest received on such loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Under the cost-recovery method, interest income is not recognized until the loan balance is reduced to zero. Under the cash-basis method, interest income is recorded when the payment is received in cash. Loans are returned to accrual status when all principal and interest amounts contractually due are brought current and future payments are reasonably assured.
Concentration of Credit Risk
Most of the Company’s business activity is with customers located in Outagamie County and the Fox River Valley located in eastern Wisconsin. Therefore, the Company’s exposure to credit risk is significantly affected by changes in the economy in the Outagamie County and contiguous geographic areas.
Allowance for Credit Losses
The allowance for credit losses (“ACL”) is an estimate of expected credit losses on the loans held for investment, held-to-maturity debt securities, unfunded loan commitments and available for sale debt securities portfolios.
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Allowance for Credit Losses on Loan s
The ACL is calculated according to GAAP standards and is maintained by management at a level believed adequate to absorb estimated credit losses that are expected to occur within the existing loan portfolio through their contractual terms. The ACL is a valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on loans. Determination of the ACL is inherently subjective in nature since it requires significant estimates and management judgment and includes a level of imprecision given the difficulty of identifying and assessing the factors impacting loan repayment and estimating the timing and amount of losses. While management utilizes its best judgment and information available, the ultimate adequacy of the ACL is dependent upon a variety of factors beyond the Company’s direct control, including, but not limited to, the performance of the loan portfolio, consideration of current economic trends, changes in interest rates and property values, estimated losses on pools of homogeneous loans based on an analysis that uses historical loss experience for prior periods that are determined to have like characteristics with the current period such as pre-recessionary, recessionary, or recovery periods, portfolio growth and concentration risk, management and staffing changes, the interpretation of loan risk classifications by regulatory authorities and other credit market factors. While each component of the ACL is determined separately, the entire balance is available for the entire loan portfolio.
The ACL methodology consists of measuring loans on a collective (pool) basis when similar risk characteristics exist. The Company has identified three loan portfolios and measures the ACL using the Scaled CECL Allowance for Losses Estimator (“SCALE”) method. The loan portfolios are commercial and commercial real estate; residential real estate; and consumer. The SCALE method uses publicly available data from call reports to derive the initial proxy expected lifetime loss rates. The proxy expected lifetime loss rates are then adjusted for bank-specific facts and circumstances to arrive at the final ACL estimate that adequately reflects the Company’s loss history and credit risk within our portfolio.
The qualitative factors considered for each loan portfolio consist of the impact of other internal and external qualitative and credit market factors as assessed by management through a detailed loan review, ACL analysis and credit discussions. These internal and external qualitative and credit market factors include:
● changes in lending policies and procedures, including changes in underwriting standards and collections, charge-offs and recovery practices;
● changes in international, national, regionally and local conditions (specific factors which impact portfolios or discrepancies with national economic factors which are utilized within the economic forecast);
● changes in the experience, depth and ability of lending management;
● changes in the volume and severity of past due loans and other similar loan conditions;
● changes in the nature and volume of the loan portfolio and terms of loans;
● the existence and effect of any concentrations of credit and changes in the levels of such concentrations;
● effects of other external factors, such as competition, legal or regulatory factors, on the level of estimated credit losses;
● changes in the quality of our loan review functions; and
● changes in the value of underlying collateral for collateral dependent loans.
The impact of the above-listed internal and external qualitative and credit market risk factors is assessed within predetermined ranges to adjust the ACL totals calculated.
In addition to the pooled analysis performed for the majority of our loan and commitment balances, we also review those loans that have collateral dependency or nonperforming status which requires a specific review of that loan, per our individually analyzed CECL calculations.
Loans are charged off against the ACL when management believes the uncollectibility of a loan balance is confirmed, while recoveries of amounts previously charged-off are credited to the ACL. Approved releases from previously established ACL reserves authorized under our ACL methodology also reduce the ACL. Additions to the ACL are established through the provision for credit losses on loans, which is charged to expense.
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The Company’s ACL methodology is intended to reflect all loan portfolio risk, but management recognizes the inability to accurately depict all future credit losses in a current ACL estimate, as the impact of various factors cannot be fully known. Accrued interest receivable on loans is excluded from the amortized cost basis of financing receivables for the purpose of determining the allowance for credit losses.
Allowance for Credit Losses on Unfunded Loan Commitments
The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk by a contractual obligation to extend credit unless that obligation is unconditionally cancellable by the Company. The ACL related to off-balance sheet credit exposures is estimated at each balance sheet date under the CECL model. The estimate for ACL on unfunded loan commitments includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life.
Allowance for Credit Losses on Held to Maturity Debt Securities
For held to maturity debt securities in an unrealized loss position, the Company will evaluate the securities individually to determine whether the decline in fair value below amortized cost basis is due to credit-related factors or noncredit-related factors, such as market interest rate fluctuations.
In evaluating securities held to maturity for potential credit loss, the Company considers many factors, including the financial condition and near-term prospects of the issuer, which for debt securities considers external credit ratings and recent downgrades; and its ability and intent to hold the security for a period of time sufficient for a recovery in value. The Company also considers the extent to which the securities are issued by the federal government or its agencies, and any guarantee of issued amounts by those agencies.
Accrued interest receivable on securities held to maturity is excluded from the amortized cost basis of those securities for the purpose of determining the allowance for credit losses.
Allowance for Credit Losses on Securities Available for Sale
For available for sale debt securities in an unrealized loss position, the Company first assesses whether it intends to sell, or it is more likely than not that it will sell, the security before recovery of its amortized cost basis. If either of the aforementioned criteria exists, the Company will record an ACL related to securities available-for-sale with an offsetting entry to the provision for credit losses on securities on the income statement. If neither of these criteria exist, the Company will evaluate the securities individually to determine whether the decline in the fair value below the amortized cost basis is due to credit-related factors or noncredit-related factors, such as market interest rate fluctuations.
In evaluating securities available for sale for potential credit loss, the Company considers many factors, including the financial condition and near-term prospects of the issuer, which for debt securities considers external credit ratings and recent downgrades; and its ability and intent to hold the security for a period of time sufficient for a recovery in value. The Company also considers the extent to which the securities are issued by the federal government or its agencies, and any guarantee of issued amounts by those agencies. The amount of the credit loss related to other factors is recognized in other comprehensive income (loss).
Accrued interest receivable on securities available for sale is excluded from the amortized cost basis of those securities for the purpose of determining the allowance for credit losses.
Servicing Rights
Whan mortgage loans are sold with servicing retained, servicing rights are initially recorded at fair value with the income statement effect recorded in gain of sales of mortgage loans. Fair value is based on market prices for comparable
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mortgage servicing contracts, when available, or alternatively, is based on a valuation model that calculates the present value of estimated future net servicing income. All classes of servicing assets are subsequently measured using the amortization method which requires servicing rights to be amortized into non-interest income in proportion to, and over the period of, the estimated future net servicing income of the underlying loans.
Servicing rights are evaluated for impairment based upon the fair value of the rights as compared to carrying amount. Impairment is determined by stratifying rights into groupings based on predominant risk characteristics, such as interest rate, loan type and investor type. Impairment is recognized through a valuation allowance for an individual grouping, to the extent that fair value is less than the carrying amount. If the Company later determines that all or a portion of the impairment no longer exists for a particular grouping, a reduction of the allowance may be recorded as an increase to income. Changes in valuation allowances are reported within mortgage banking income on the income statement. The fair values of servicing rights are subject to significant fluctuations resulting from changes in estimated and actual prepayment speeds and default rates and losses.
Servicing fee income, which is reported on the income statement as mortgage banking income, is recorded for fees earned for servicing loans. The fees are based on a contractual percentage of the outstanding principal and are recorded as income when earned. Servicing fees totaled $ 166,466 and $ 150,572 for the years ended December 31, 2024 and 2023, respectively. Late fees and ancillary fees related to loan servicing are not material.
Transfers of Financial Assets
Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.
Other Real Estate Owned
Assets are initially recorded at market value less costs to sell when acquired, establishing a new cost basis. Physical possession of residential real estate property collateralizing a consumer mortgage loan occurs when legal title is obtained upon completion of foreclosure or when the borrower conveys all interest in the property to satisfy the loan through completion of deed in lieu of foreclosure or through similar legal agreement. These assets are subsequently accounted for at lower of cost or market value less estimated costs to sell. The cost of carrying the assets and any decrease in market value occurring after the transfer date are charged to operating expenses as incurred. The Company had no repossessed assets at December 31, 2024 and 2023.
Land Held for Sale
Property owned by the Company for which its intended use has changed from operating purpose to being sold is transferred at the lower of cost or market value less estimated costs to sell. The cost of carrying the property and any decrease in market value after the transfer date are charged to operating expenses as incurred.
Office Properties and Equipment
Land is carried at cost. Office properties and equipment are stated at cost less accumulated depreciation. Buildings and components and furniture, fixtures and equipment are depreciated using the straight-line method over the useful lives of the respective assets. Maintenance and repair costs are charged to expense as incurred.
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Federal Home Loan Bank ("FHLB") Stock
FHLB stock is carried at cost which approximates fair value. The Company is required to hold the stock as a member of the FHLB and transfer of the stock is substantially restricted. The stock is pledged as collateral for outstanding FHLB advances. FHLB stock is evaluated for impairment on an annual basis.
Cash Value of Life Insurance
The Company has purchased life insurance policies on certain key employees. The life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value.
Loan Commitments and Related Financial Instruments
Financial instruments include off-balance sheet credit instruments, such as commitments to make loans and commercial letters of credit, issued to meet customer financing needs. The face amount for these items represents the exposure to loss, before considering customer collateral or ability to repay. Such financial instruments are recorded when they are funded.
Derivatives
At the inception of a derivative contract, the Company designates the derivative as one of three types based on the Company’s intentions and belief as to likely effectiveness as a hedge. These three types are (1) a hedge of the fair value of a recognized asset or liability or of an unrecognized firm commitment (“fair value hedge’), (2) a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability (“cash flow hedge”), or (3) an instrument with no hedging designation (“stand-alone derivative”). For a fair value hedge, the gain or loss on the derivative, as well as the offsetting loss or gain on the hedged item attributable to the hedged risk, are recognized in current earnings as fair values change. For a cash flow hedge, the gain or loss on the derivative is reported in other comprehensive income and is reclassified into earnings in the same periods during which the hedged transaction affects earnings. Changes in the fair value of derivatives not designated or that do not qualify for hedge accounting are reported currently in earnings, as non-interest income.
Accrued settlements on derivatives that qualify for hedge accounting are recorded in interest income or interest expense, based on the item being hedged. Accrued settlements on derivatives not designated or that do not qualify for hedge accounting are reported in non-interest income. Cash flows on hedges are classified in the cash flow statement the same as the cash flows of the items being hedged.
The Company formally documents the relationship between derivatives and hedged items, as well as the risk-management objective and the strategy for undertaking hedge transactions at the inception of the hedging relationship. This documentation includes linking fair value or cash flow hedges to specific assets and liabilities on the balance sheet or to specific firm commitments or forecasted transactions. The company also formally assesses, both at the hedge’s inception and on an ongoing basis, whether the derivative instruments that are used are highly effective in offsetting changes in fair values or cash flows of hedged items. The Company discontinues hedge accounting when it determines that the derivative is no longer effective in offsetting changes in fair value or cash flows of the hedged item, the derivative is settled or terminates, a hedged forecasted transaction is no longer probable, a hedged firm commitment is no longer firm, or treatment of the derivative as a hedge is no longer appropriate or intended.
When hedge accounting is discontinued, subsequent changes in fair value of the derivative are recorded as non-interest income. When a fair value hedge is discontinued, the hedged asset or liability is no longer adjusted for changes in fair value and the existing basis adjustment is amortized or accreted over the remaining life of the asset or liability. When a cash flow hedge is discontinued but the hedged cash flows or forecasted transactions are still expected to occur, gains or
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losses that were accumulated in the other comprehensive income are amortized into earnings over the same periods in which the hedged transaction will affect earnings.
The Company is exposed to losses if a counterparty fails to make its payments under contract in which the Company is in the net receiving position. The Company anticipates that the counterparties will be able to fully satisfy their obligations under the agreements. The contract to which the Company is a party settles monthly.
Advertising
Advertising costs are expensed as incurred.
Revenue from Contracts with Customers
The core revenue recognition principle requires the Company to recognize revenue to depict the transfer of services or products to customers in an amount that reflects the consideration to which the Company expects to be entitled to receive in exchange for those services or products recognized as performance obligations are satisfied. The guidance includes a five- step model to apply to revenue recognition, consisting of the following: (1) identify the contract with a customer; (2) identify the performance obligation(s) within the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligation(s) within the contract; and (5) recognize revenue when (or as) the performance obligation(s) are/is satisfied.
The Company generally fully satisfies its performance obligations on its contracts with customers as services are rendered and the transaction prices are typically fixed; charged either on a periodic basis or based on activity. Since performance obligations are satisfied as services are rendered and the transaction prices are fixed, there is little judgment involved in applying revenue recognition that significantly affects the determination of the amount and timing of revenue from contracts with customers.
The following significant revenue-generating transactions are within the scope of Accounting Standards Codification ("ASC") 606, which are presented in the consolidated statements of income as components of noninterest income:
Service charges on deposit accounts – The Company earns fees from its deposit customers for transaction-based, account maintenance, and overdraft services. Transaction-based fees, such as ATM use fees, wires, stop payment charges, statement rendering, and ACH fees, are recognized at the time the transaction is executed as that is the point in time the Company fulfills the customer’s request. Account maintenance fees, which relate primarily to monthly service charges and maintenance fees, are earned over the course of a month, representing the period over which the Company satisfies the performance obligation. Overdraft fees are recognized at the point in time that the overdraft occurs as this corresponds with the Company’s performance obligation.
Interchange fees – Customers use a bank- issued debit card to purchase goods and services, and the Company earns interchange fees on those transactions, typically a percentage of the sale amount of the transaction. The Company is considered an agent with respect to these transactions. Interchange fee payments received are recognized as income daily, concurrently with the transaction processing services provided to the cardholder through the payment networks. There are no contingent debit card interchange fees recorded by the Company that could be subject to a claw-back in future periods.
Net gain (loss) on sales of office properties and equipment and repossessed assets – The Company records a gain or loss from the sale of assets when control of the property transfers to the buyer, which generally occurs at the time of an executed deed and transfer of control is completed. When the Company finances the sale to the buyer, the Company assesses whether the buyer is committed to perform their obligations under the contract and whether the Company expects to collect substantially all of the transaction price. Once these criteria are met, the asset is derecognized and the gain or loss on the sale is recognized. In determining the gain or loss on the sale, the Company adjusts the transaction price and related gain (loss) on sale if the financing does not include market terms.
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Income Taxes
Deferred taxes are recognized using the asset/liability method. Deferred tax assets are recognized for deductible temporary differences, operating loss, and tax credit carryforwards; deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the difference between the financial statement amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
The Company may also recognize a liability for unrecognized tax benefits from uncertain tax positions. Unrecognized tax benefits represent the differences between a tax position taken or expected to be taken in a tax return and the benefit recognized and measured in the financial statements. Interest and penalties related to unrecognized tax benefits are classified as income taxes.
Comprehensive Income (Loss)
Comprehensive income (loss) consists of net income and other comprehensive income (loss). The Company's accumulated other comprehensive income (loss) is comprised of the unrealized gains and losses on securities available for sale and held to maturity, net of tax, and is shown as a separate component of equity.
m
Employee Stock Ownership Plan
The ESOP shares pledged as collateral are reported as unearned ESOP shares in the Consolidated Balance Sheets. As shares are committed to be released from collateral, the Bank reports compensation expense equal to the average market price of shares during the year, and the shares become outstanding for basic net income per common share computations. Dividends on allocated ESOP shares reduce retained earnings, dividends on unearned ESOP shares reduce the ESOP’s debt and accrued interest.
Earnings per Share
Basic earnings per share represents income available to common stockholders divided by the weighted average number of common shares outstanding during the period. Unallocated ESOP shares are not deemed outstanding for earnings per share calculations. ESOP shares committed to be released are considered to be outstanding for purposes of the earnings per share computation. ESOP shares that have been legally released, but that relate to employee services rendered during an accounting period (interim or annual) ending before the related debt service payment is made are considered committed to be released. Diluted earnings per share reflects additional common shares that would have been outstanding if dilutive potential common shares have been issued, as well as any adjustments to income that would result from assumed issuance.
Operating Segments
On November 27, 2023, the FASB issued ASU 2023-07, “Segment Reporting (ASC280): Improvements to Reportable Segment Disclosures” , intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. Provisions in the amendment include: (1) Requirement that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provide to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss (collectively referred to as the “significant expense principle”); (2) Requirement that a public entity disclose, on an annual and interim basis, an amount for other segment items by reportable segment and a description of it composition. The other segment items category is the difference between segment revenue less the segment expenses disclosed under the significant expense principle and each reported measure of segment profit or loss; (3) Requirement that a public entity provide all
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annual disclosures about a reportable segment’s profit or loss and assets currently required by ASC 280 in interim periods; (4) Clarification that if the CODM uses more than one measure of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources, a public entity may report one or more of those additional measures of segment profit. However, at least one of the reported segment profit or loss measures (or the single reported measure, if only one is disclosed) should be the measure that is most consistent with the measurement principles used in measuring the corresponding amounts in the public entity’s consolidated financial statements; (5) Requirement that a public entity disclose the titles and position of the CODM and explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources; and (6) Requirement that a public entity that has a single reportable segment provide all the disclosures by the amendments in the update and all existing segment disclosures in ASC 280.
The amendments in the update are effective for the fiscal years beginning after December 15, 2023, including interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. For public business entities, amendments in the update should be applied retrospectively to all periods presented in the financial statements, and upon transition the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. The Company adopted this standard effective January 1, 2024, and it did not have a material impact on the consolidated financial statements.
While the chief operating decision-makers monitor revenue streams of the various products and services, operations are managed, and financial performance is evaluated on a Company-wide basis. Discrete financial information is not available other than on a Company-wide basis. Accordingly, all financial service operations are considered by management to be aggregated in one reportable operating segment.
Recent Accounting Pronouncements
The following is a summary of a recent accounting pronouncement that could potentially affect the Company:
ASU 2023-09 – On December 14, 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. The amendments requires that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation, and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income (or loss) by the applicable statutory income tax rate). The amendments require that all entities disclose on an annual bases the following information about income taxes paid: (1) The amount of income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign taxes, and (2) The amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received). The amendments also require that all entities disclose the following information: (1) Income (or loss) from continuing operations before income tax expense (or benefit) disaggregate between domestic and foreign, and (2) Income tax expense (or benefit) from continuing operations disaggregated by federal (national), state and foreign. The ASU is effective for public business entities for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments should be applied on a prospective basis. Retrospective application is permitted. The Company will adopt this ASU for the reporting period beginning January 1, 2025, and does not expect the amendment to have a material impact to the financial statements of the Company.
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Note 2: Debt Securities
Our debt securities portfolio consists of an available for sale (“AFS”) and a held to maturity (“HTM”) securities portfolio, both of which represent interest earning debt securities.
Debt Securities AFS
The following table summarizes the amortized cost and estimated fair value of securities available for sale on December 31, 2024 and 2023, and the corresponding amounts of gross unrealized gains and losses recognized in accumulated other comprehensive income (loss):
Gross
Gross
Amortized
Unrealized
Unrealized
Estimated
Cost
Gains
(Losses)
Fair Value
December 31, 2024
Securities available for sale:
Mortgage-backed securities
$
9,078,650
$
—
$
( 1,254,841 )
$
7,823,809
State and political subdivisions
14,191,881
—
( 2,052,935 )
12,138,946
Corporate securities
3,466,328
—
( 622,247 )
2,844,081
Total securities available for sale
$
26,736,859
$
—
$
( 3,930,023 )
$
22,806,836
Gross
Gross
Amortized
Unrealized
Unrealized
Estimated
Cost
Gains
(Losses)
Fair Value
December 31, 2023
Securities available for sale:
Mortgage-backed securities
$
10,164,358
$
—
$
( 1,123,653 )
$
9,040,705
State and political subdivisions
14,255,188
—
( 2,172,143 )
12,083,045
Corporate securities
3,461,451
—
( 637,426 )
2,824,025
Total securities available for sale
$
27,880,997
$
—
$
( 3,933,222 )
$
23,947,775
There were no sales of securities available for sale during the years ended December 31, 2024 and 2023.
The following tables show the fair value and gross unrealized losses of available for sale debt securities in an unrealized loss position at December 31, 2024 and 2023, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:
Less Than 12 Months
12 Months or More
Total
Estimated
Unrealized
Estimated
Unrealized
Estimated
Unrealized
Fair Value
Loss
Fair Value
Loss
Fair Value
Loss
December 31, 2024
Securities available for sale:
Mortgage-backed securities
$
—
$
—
$
7,823,809
$
( 1,254,841 )
$
7,823,809
$
( 1,254,841 )
State and political subdivisions
—
—
12,138,946
( 2,052,935 )
12,138,946
( 2,052,935 )
Corporate securities
—
—
2,844,081
( 622,247 )
2,844,081
( 622,247 )
Totals
$
—
$
—
$
22,806,836
$
( 3,930,023 )
$
22,806,836
$
( 3,930,023 )
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Less Than 12 Months
12 Months or More
Total
Estimated
Unrealized
Estimated
Unrealized
Estimated
Unrealized
Fair Value
Loss
Fair Value
Loss
Fair Value
Loss
December 31, 2023
Securities available for sale:
Mortgage-backed securities
$
—
$
—
$
9,040,705
$
( 1,123,653 )
$
9,040,705
$
( 1,123,653 )
State and political subdivisions
—
—
12,083,045
( 2,172,143 )
12,083,045
( 2,172,143 )
Corporate securities
—
—
2,824,025
( 637,426 )
2,824,025
( 637,426 )
Totals
$
—
$
—
$
23,947,775
$
( 3,933,222 )
$
23,947,775
$
( 3,933,222 )
At December 31, 2024, 51 debt securities designated as AFS are in an unrealized loss position. Based on our analysis of these securities, the decline in value is unrelated to credit loss and is related to changes in market interest rates since purchase, and therefore, changes in value for securities are included in other comprehensive income. In analyzing whether unrealized losses on debt securities are not related to credit losses, management takes into consideration, as applicable, whether the securities are issued by a governmental body or agency, whether the rating agency has downgraded the securities, industry analysts’ reports, the financial condition and performance of the issuer, and the quality of any underlying assets or credit enhancements. Market valuations and credit loss analysis on assets in the AFS securities portfolio are reviewed and monitored on an annual basis. None of the investments in our AFS securities portfolio were past due as of December 31, 2024. Management has the ability and intent to hold the securities for the foreseeable future and no declines are deemed to be related to credit losses; therefore, no provision for expected credit losses or allowance is carried for the AFS portfolio.
The following is a summary of amortized cost and estimated fair value of debt securities by contractual maturity as of December 31, 2024. Contractual maturities will differ from expected maturities for mortgage-backed securities because borrowers may have the right to call or prepay obligations without penalties.
December 31, 2024
Estimated
Available-for-sale
Amortized Cost
Fair Value
Due in one year or less
$
792,966
$
785,657
Due after one year through five years
4,799,235
4,225,960
Due after five years through ten years
11,918,642
9,849,781
Due after ten years
147,366
121,629
Subtotal
17,658,209
14,983,027
Mortgage-backed securities
9,078,650
7,823,809
Total
$
26,736,859
$
22,806,836
Debt Securities HTM
The following table summarizes the amortized cost and estimated fair value of securities held to maturity at December 31, 2024 and 2023, and the corresponding amounts of gross unrealized gains and losses.
Gross
Gross
Amortized
Unrealized
Unrealized
Estimated
December 31, 2024
Cost
Gains
Losses
Fair Value
Securities held to maturity:
U.S. government sponsored agencies
$
28,306,633
$
282
$
( 812,896 )
$
27,494,019
U.S. Treasury securities
10,699,998
—
( 31,391 )
10,668,607
Total securities held to maturity
$
39,006,631
$
282
$
( 844,287 )
$
38,162,626
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Gross
Gross
Amortized
Unrealized
Unrealized
Estimated
December 31, 2023
Cost
Gains
Losses
Fair Value
Securities held to maturity:
U.S. government sponsored agencies
$
28,223,324
$
12,819
$
( 245,870 )
$
27,990,273
U.S. Treasury securities
11,827,534
3,234
( 16,213 )
11,814,555
Total securities held to maturity
$
40,050,858
$
16,053
$
( 262,083 )
$
39,804,828
Investment securities classified as HTM are recorded at amortized cost subject to measurement of credit losses on financial instruments, also known as Current Expected Credit Losses (“CECL”). This methodology consists of measuring the value of investments on a collective basis when similar risk characteristics exist. Our investment policy requires securities designated as HTM to carry an explicit or implicit guarantee of the United States Government (i.e., issued by the U.S. Treasury and federal agencies of the United States). Market valuations and credit loss analysis on assets in the HTM securities portfolio are reviewed and monitored on an annual basis. None of the investments in our HTM securities portfolio were past due as of December 31, 2024. An allowance for credit losses (“ACL”) is not calculated or recorded based on the implied guarantee of these securities.
The following table summarizes the remaining contractual principal maturities of investment securities classified as HTM as of December 31, 2024. For United States agency debentures, the expected maturity is the actual contractual maturity of the notes. Expected remaining maturities for certain United States agency debentures may occur earlier than their contractual maturities because the note issuers have the right to call outstanding amounts ahead of their contractual maturity.
December 31, 2024
Amortized
Estimated
Held-to-maturity
Cost
Fair Value
Due in one year or less
$
3,645,355
$
3,643,560
Due after one year through five years
17,002,722
16,834,884
Due after five years through ten years
14,391,887
13,907,582
Due after ten years
3,966,667
3,776,600
Total
$
39,006,631
$
38,162,626
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Note 3: Loans and Allowance for Credit Losses
A summary of loans by major category as of December 31, 2024 and 2023 is a follows:
December 31, 2024
December 31, 2023
Real estate:
One to four family residential
$
130,077,444
$
122,239,967
Home equity
2,241,326
2,063,651
Equity line of credit
5,823,673
4,146,620
Construction
6,755,376
3,978,450
Multi-family
1,271,343
1,485,002
Commercial
2,587,784
2,333,631
Commercial installment
3,513,472
4,373,435
Consumer:
Marine and recreational
31,150,048
30,800,279
Other consumer
4,211,711
4,038,013
Subtotal
187,632,177
175,459,048
Allowance for credit losses
( 1,126,422 )
( 1,056,796 )
Unearned loan fees
( 151,319 )
( 87,081 )
Loans, net
$
186,354,436
$
174,315,171
Changes in the allowance for the year ended December 31, 2024, are as follows:
For the year ended December 31, 2024
Beginning
Provision for
Ending
Balance
Credit Loss
Charge-offs
Recoveries
Balance
Real estate:
One to four family residential
$
654,754
$
( 15,176 )
$
—
$
—
$
639,578
Home equity
11,045
( 25 )
—
—
11,020
Equity line of credit
22,193
6,441
—
—
28,634
Construction
21,293
52,151
—
—
73,444
Multi-family
7,948
( 1,697 )
—
—
6,251
Commercial
26,323
4,301
—
—
30,624
Commercial Installment
44,972
( 2,343 )
—
—
42,629
Consumer:
Marine and recreational
241,624
27,462
( 9,889 )
—
259,197
Other consumer
26,644
14,136
( 11,554 )
5,819
35,045
Total
$
1,056,796
$
85,250
$
( 21,443 )
$
5,819
$
1,126,422
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Changes in the allowance for the year ended December 31, 2023, are as follows:
For the year ended December 31, 2023
Beginning
Impact of
Provision for
Ending
Balance
Adopting ASC 326
Credit Loss
Charge-offs
Recoveries
Balance
Real estate:
One to four family residential
$
407,598
$
164,130
$
83,026
$
—
$
—
$
654,754
Home equity
3,406
2,478
5,161
—
—
11,045
Equity line of credit
13,105
6,591
2,497
—
—
22,193
Construction
3,715
2,455
15,123
—
—
21,293
Multi-family
6,519
4,741
( 3,312 )
—
—
7,948
Commercial
10,711
31,608
( 15,996 )
—
—
26,323
Commercial Installment
9,516
35,236
220
—
—
44,972
Consumer:
Marine and recreational
402,074
( 218,582 )
58,132
—
—
241,624
Other consumer
52,713
( 28,657 )
188
( 22,833 )
25,233
26,644
Total
$
909,357
$
—
$
145,039
$
( 22,833 )
$
25,233
$
1,056,796
The ACL on loans excludes $ 81,544 of allowance for unfunded commitments as of December 31, 2024 and is recorded within accrued interest payable and other liabilities on the Consolidated Balance Sheets. A provision for credit loss on unfunded loan commitments of $ 81,544 was made for the year ended December 31, 2024. There was no ACL on unfunded commitments as of December 31, 2023.
As of December 31, 2024, there were two collateral dependent loans totaling $ 12,704 in the other consumer loan segment. These loans were secured by automobiles and do not have a specific allocation to the ACL as of December 31, 2024. There were no other collateral dependent loans as of December 31, 2024.
As of December 31, 2023, there was one collateral dependent loan totaling $ 9,889 in the marine and recreational loan segment. This loan was collateralized by a licensed recreational vehicle and had $ 4,889 in the ACL as of December 31, 2023. There were no other collateral dependent loans as of December 31, 2023.
The Company regularly evaluates various attributes of loans to determine the appropriateness of the allowance for credit losses. The credit quality indicators monitored differ depending on the class of loan.
Multi-family, commercial real estate, and commercial installment loans are generally evaluated using the following internally prepared ratings:
● Pass ratings are assigned to loans with adequate collateral and debt service ability such that collectability of the contractual loan payments is highly probable.
● Special mention ratings are assigned to loans where management has some concern that the collateral or debt service ability may not be adequate, though the collectability of the contractual loan payments is still probable.
● Substandard ratings are assigned to loans that do not have adequate collateral and/or debt service ability such that collectability of the contractual loan payments is no longer probable.
● Doubtful ratings are assigned to loans that do not have adequate collateral and/or debt service ability, and collectability of the contractual loan payments is unlikely.
One to four family residential, home equity, equity line of credit, construction, marine and recreational, and other consumer loans are generally evaluated based on whether the loan is performing according to the contractual terms of the loan.
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The following tables present the credit risk profile of the Company’s loan portfolio based on risk rating category and year of origination at December 31, 2024 and 2023.
Total Loans by Origination Year
2024
2023
2022
2021
2020
Prior
Revolving
Total
At December 31, 2024
Real estate
One to four family residential
Performing
$
19,412,939
$
9,559,853
$
33,402,127
$
11,738,171
$
30,020,711
$
25,943,643
$
—
$
130,077,444
Non performing
—
—
—
—
—
—
—
—
Total one to four family residential
$
19,412,939
$
9,559,853
$
33,402,127
$
11,738,171
$
30,020,711
$
25,943,643
$
—
$
130,077,444
Home equity
Performing
$
863,805
$
750,208
$
438,473
$
16,623
$
91,757
$
80,460
$
—
$
2,241,326
Non performing
—
—
—
—
—
—
—
—
Total home equity
$
863,805
$
750,208
$
438,473
$
16,623
$
91,757
$
80,460
$
—
$
2,241,326
Equity line of credit
Performing
$
—
$
—
$
—
$
—
$
—
$
—
$
5,823,673
$
5,823,673
Non performing
—
—
—
—
—
—
—
—
Total equity line of credit
$
—
$
—
$
—
$
—
$
—
$
—
$
5,823,673
$
5,823,673
Construction
Performing
$
3,754,653
$
2,721,970
$
73,963
$
—
$
111,209
$
93,581
$
—
$
6,755,376
Non performing
—
—
—
—
—
—
—
—
Total construction
$
3,754,653
$
2,721,970
$
73,963
$
—
$
111,209
$
93,581
$
—
$
6,755,376
Multi-family
Pass
$
—
$
—
$
—
$
209,884
$
126,373
$
935,086
$
—
$
1,271,343
Special mention
—
—
—
—
—
—
—
—
Substandard
—
—
—
—
—
—
—
—
Doubtful
—
—
—
—
—
—
—
—
Total multi-family
$
—
$
—
—
$
209,884
126,373
$
935,086
$
—
$
1,271,343
Commercial
Pass
$
704,843
$
152,169
$
1,300,428
$
248,414
$
66,094
$
115,836
$
—
$
2,587,784
Special mention
—
—
—
—
—
—
—
—
Substandard
—
—
—
—
—
—
—
—
Doubtful
—
—
—
—
—
—
—
—
Total commercial
$
704,843
$
152,169
$
1,300,428
$
248,414
$
66,094
$
115,836
$
—
$
2,587,784
Commercial installment
Pass
$
167,507
$
258,478
$
354,102
$
1,069,667
$
1,479,869
$
183,849
$
—
$
3,513,472
Special mention
—
—
—
—
—
—
—
—
Substandard
—
—
—
—
—
—
—
—
Doubtful
—
—
—
—
—
—
—
—
Total commercial installment
$
167,507
$
258,478
$
354,102
$
1,069,667
$
1,479,869
$
183,849
$
—
$
3,513,472
Consumer
Marine and recreational
Performing
$
6,977,323
$
8,035,562
$
3,062,227
$
650,645
$
1,510,484
$
10,913,807
$
—
$
31,150,048
Non performing
—
—
—
—
—
—
—
—
Total marine and recreational
$
6,977,323
$
8,035,562
$
3,062,227
$
650,645
$
1,510,484
$
10,913,807
$
—
$
31,150,048
Other consumer
Performing
$
785,431
$
534,610
$
613,732
$
208,806
$
40,975
$
2,015,453
$
—
$
4,199,007
Non performing
—
—
12,704
—
—
—
—
12,704
Total other consumer
$
785,431
$
534,610
$
626,436
$
208,806
$
40,975
$
2,015,453
$
—
$
4,211,711
Total loans
$
32,666,501
$
22,012,850
$
39,257,756
$
14,142,210
$
33,447,472
$
40,281,715
$
5,823,673
$
187,632,177
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Total Loans by Origination Year
2023
2022
2021
2020
2019
Prior
Revolving
Total
At December 31, 2023
Real estate
One to four family residential
Performing
$
9,639,759
$
34,992,254
$
13,184,881
$
33,531,897
$
6,940,657
$
23,950,519
$
—
$
122,239,967
Non performing
—
—
—
—
—
—
—
—
Total one to four family residential
$
9,639,759
$
34,992,254
$
13,184,881
$
33,531,897
$
6,940,657
$
23,950,519
$
—
$
122,239,967
Home equity
Performing
$
991,616
$
714,749
$
119,200
$
108,052
$
28,343
$
101,691
$
—
$
2,063,651
Non performing
—
—
—
—
—
—
—
—
Total home equity
$
991,616
$
714,749
$
119,200
$
108,052
$
28,343
$
101,691
$
—
$
2,063,651
Equity line of credit
Performing
$
—
$
—
$
—
$
—
$
—
$
—
$
4,146,620
$
4,146,620
Non performing
—
—
—
—
—
—
—
—
Total equity line of credit
$
—
$
—
$
—
$
—
$
—
$
—
$
4,146,620
$
4,146,620
Construction
Performing
$
2,258,809
$
1,194,457
$
295,614
$
126,457
$
—
$
103,113
$
—
$
3,978,450
Non performing
—
—
—
—
—
—
—
—
Total construction
$
2,258,809
$
1,194,457
$
295,614
$
126,457
$
—
$
103,113
$
—
$
3,978,450
Multi-family
Pass
$
—
$
—
$
218,321
$
144,525
$
827,329
$
294,827
$
—
$
1,485,002
Special mention
—
—
—
—
—
—
—
—
Substandard
—
—
—
—
—
—
—
—
Doubtful
—
—
—
—
—
—
—
—
Total multi-family
$
—
$
—
$
218,321
$
144,525
$
827,329
$
294,827
$
—
$
1,485,002
Commercial
Pass
$
439,270
$
1,348,841
$
353,171
$
62,819
$
—
$
129,530
$
—
$
2,333,631
Special mention
—
—
—
—
—
—
—
—
Substandard
—
—
—
—
—
—
—
—
Doubtful
—
—
—
—
—
—
—
—
Total commercial
$
439,270
$
1,348,841
$
353,171
$
62,819
$
—
$
129,530
$
—
$
2,333,631
Commercial installment
Pass
$
360,575
$
410,038
$
1,379,228
$
2,011,973
$
—
$
211,621
$
—
$
4,373,435
Special mention
—
—
—
—
—
—
—
—
Substandard
—
—
—
—
—
—
—
—
Doubtful
—
—
—
—
—
—
—
—
Total commercial installment
$
360,575
$
410,038
$
1,379,228
$
2,011,973
$
—
$
211,621
$
—
$
4,373,435
Consumer
Marine and recreational
Performing
$
9,291,668
$
3,297,641
$
719,234
$
1,966,591
$
2,779,140
$
12,746,005
$
—
$
30,800,279
Non performing
—
—
—
—
—
—
—
—
Total marine and recreational
$
9,291,668
$
3,297,641
$
719,234
$
1,966,591
$
2,779,140
$
12,746,005
$
—
$
30,800,279
Other consumer
Performing
$
1,433,967
$
1,645,920
$
562,650
$
100,763
$
158,196
$
118,546
$
—
$
4,020,042
Non performing
—
17,971
—
—
—
—
—
17,971
Total other consumer
$
1,433,967
$
1,663,891
$
562,650
$
100,763
$
158,196
$
118,546
$
—
$
4,038,013
Total loans
$
24,415,664
$
43,621,871
$
16,832,299
$
38,053,077
$
10,733,665
$
37,655,852
$
4,146,620
$
175,459,048
Year-to-date gross charge-offs for the periods presented are not included in the above tables as the amounts are considered insignificant.
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EWSB BANCORP, INC. AND SUBSIDIARY
Loan aging information as of December 31, 2024 and 2023, follows:
Accruing
Loans Past
Loans
Nonaccrual
Current
Due 31-89
Past Due
with an
Loans
Days
90+ Days
Nonaccrual
ACL
Total Loans
December 31, 2024
Real estate:
One to four family residential
$
128,031,279
$
1,741,706
$
304,459
$
—
$
—
$
130,077,444
Home equity
2,241,326
—
—
—
—
2,241,326
Equity line of credit
5,823,673
—
—
—
—
5,823,673
Construction
6,754,686
690
—
—
—
6,755,376
Multi-family
1,271,343
—
—
—
—
1,271,343
Commercial
2,587,784
—
—
—
—
2,587,784
Commercial installment
3,513,472
—
—
—
—
3,513,472
Consumer
—
Marine and recreational
31,016,018
134,030
—
—
—
31,150,048
Other consumer
4,199,007
—
—
12,704
—
4,211,711
Totals
$
185,438,588
$
1,876,426
$
304,459
$
12,704
$
—
$
187,632,177
Accruing
Loans Past
Loans
Nonaccrual
Nonaccrual
Nonaccrual
Current
Due 31-89
Past Due
loans beginning
loans end
end of period
Loans
Days
90+ Days
of period
of period
with an ACL
Total Loans
December 31, 2023
Real estate:
One to four family residential
$
120,678,966
$
1,561,001
$
—
$
36,829
$
—
$
—
$
122,239,967
Home equity
2,063,651
—
—
—
—
—
2,063,651
Equity line of credit
4,086,622
59,998
—
—
—
—
4,146,620
Construction
3,978,450
—
—
—
—
—
3,978,450
Multi-family
1,485,002
—
—
—
—
—
1,485,002
Commercial
2,333,631
—
—
—
—
—
2,333,631
Commercial installment
4,373,435
—
—
—
—
—
4,373,435
Consumer
Marine and recreational
30,550,492
249,787
—
—
—
—
30,800,279
Other consumer
4,020,042
—
—
132
17,971
—
4,038,013
Totals
$
173,570,291
$
1,870,786
$
—
$
36,961
$
17,971
$
—
$
175,459,048
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EWSB BANCORP, INC. AND SUBSIDIARY
Interest income received on nonaccrual loans is considered to be immaterial to the consolidated financial statements.
The Bank may modify loans to borrowers experiencing financial difficulty by providing modifications to repayment terms. There were no loans subject to such modifications as of December 31, 2024 or December 31,2023.
A summary of loans to directors, executive officers, and their affiliates as of December 31, 2024 and 2023 is as follows:
December 31, 2024
December 31, 2023
Balance at beginning of period
$
27,004
$
42,708
New loans
28,230
—
Repayments
( 10,519 )
( 15,704 )
Balance at end of period
$
44,715
$
27,004
Note 4: Office Properties and Equipment
Office properties and equipment consisted of the following at December 31, 2024 and 2023:
December 31, 2024
December 31, 2023
Land and improvements
$
677,041
$
963,991
Buildings and improvements
4,328,212
4,549,327
Furniture and equipment
1,386,896
1,455,787
Total cost
6,392,149
6,969,105
Less: accumulated depreciation
3,980,727
4,058,936
Office properties and equipment, net
$
2,411,422
$
2,910,169
Depreciation expense included in occupancy expense on the consolidated statements of operations totaled $ 171,110 and $ 179,429 in 2024 and 2023, respectively.
Note 5: Mortgage Servicing Rights
Loans serviced for others are not included in the accompanying consolidated balance sheets. The unpaid principal balance of mortgage loans serviced for others totaled approximately $ 69,080,000 and $ 61,959,000 at December 31, 2024, and 2023, respectively. Custodial escrow balances maintained in connection with serviced loans were approximately $ 380,539 on December 31, 2024 and $ 122,927 on December 31, 2023, respectively.
The following is a summary of changes in the balance of mortgage servicing rights for the years ended December 31, 2024, and 2023:
December 31, 2024
December 31, 2023
Beginning balance
$
321,928
$
309,210
Capitalized mortgage servicing rights
78,905
68,897
Recovery of (provision for) allowance
10,947
( 11,496 )
Amortization
( 66,384 )
( 44,683 )
Ending balance
$
345,396
$
321,928
The carrying value of mortgage servicing rights is included within accrued interest receivable and other assets on the accompanying consolidated balance sheets. Mortgage servicing rights are evaluated for impairment at least annually. The fair value of mortgage servicing rights was $ 621,313 and $ 582,981 at December 31, 2024 and 2023, respectively. Fair value at December 31, 2024 was determined using discount rates ranging from 9.67 % to 11.67 %, prepayment
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EWSB BANCORP, INC. AND SUBSIDIARY
speeds ranging from 6.1 % to 29.8 %, depending on the stratification of the specific mortgage servicing rights and an average default rate of 0.25 %. Fair value at December 31, 2023 was determined using discount rates ranging from 9.33 % to 11.33 %, prepayment speeds ranging from 6.0 % to 25.1 %, depending on the stratification of the specific right and an average default rate of 0.25 %.
Note 6: Deposits
The composition of deposits at December 31, 2024 and 2023 is as follows:
December 31, 2024
December 31, 2023
Non-interest-bearing demand
$
9,461,778
$
10,250,495
Interest-bearing demand
40,044,250
32,900,701
Savings
28,885,850
32,888,853
Money market
42,827,392
49,911,872
Certificates of deposit
110,300,200
104,515,708
Total deposits
$
231,519,470
$
230,467,629
The aggregate amount of certificates of deposit in denominations of $250,000 or more at December 31, 2024 and 2023 was approximately $ 18,798,000 and $ 18,488,000 , respectively.
The scheduled maturities of certificates of deposit as of December 31, 2024 are summarized as follows:
Twelve months ended December 31,
Amount
2025
$
90,049,489
2026
10,174,811
2027
3,351,685
2028
4,242,535
2029
2,481,680
Total
$
110,300,200
Deposits from directors, executive officers, and their affiliates totaled $ 2,514,749 and $ 1,300,864 at December 31, 2024 and 2023, respectively.
Note 7: Borrowed Funds
Borrowed funds consisted of the following at December 31, 2024 and 2023:
December 31, 2024
December 31, 2023
Average Rate
Amount
Average Rate
Amount
Federal Home Loan Bank:
Fixed rate, short term advances
4.44
%
$
4,700,000
5.43
%
$
12,630,000
Fixed rate, fixed term advances
3.82
%
19,500,000
3.40
%
6,000,000
Related party subordinated promissory notes
—
%
—
7.00
%
400,000
Total borrowings
$
24,200,000
$
19,030,000
The Company utilizes fixed rate short term advances from the Federal Home Loan Bank (“FHLB”) as a flexible source of liquidity. Terms of these advances range from 1 – 27 days .
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EWSB BANCORP, INC. AND SUBSIDIARY
The following is a summary of scheduled maturities of non-short term borrowed funds as of December 31, 2024:
Average Rate
Amount
2025
4.23
%
$
7,500,000
2026
3.74
%
$
6,000,000
2028
3.40
%
$
6,000,000
Total
$
19,500,000
Actual maturities may differ from the scheduled principal maturities due to call options on the various advances. A $ 6.0 million FHLB borrowing was called in January 2025. The borrowing was replaced by a combination of a fixed term FHLB advance with a similar rate and term and short-term borrowings.
The Company has a master contract agreement with the FHLB that provides for borrowing up to a FHLB determined percent of the book value of the Company’s qualifying one- to four-family residential real estate loans. The loans pledged as security for FHLB borrowings totaled approximately $ 68,175,000 and $ 65,826,000 at December 31, 2024 and December 31, 2023, respectively. FHLB advances are also secured by $ 1,879,971 and $ 1,084,273 of FHLB stock owned by the Company at December 31, 2024 and December 31, 2023, respectively. At December 31, 2024, the Company has current borrowing capacity of $ 43,306,000 based on total collateral pledged as of this date. The Company will be required to purchase FHLB activity stock to support additional borrowings beyond current activity stock holdings.
In 2023, the Company entered into subordinated promissory note agreements with various directors and officers of the Company to support future capital contributions. The notes were issued on February 6, 2023, with an aggregate par value of $ 400,000 carrying an annual fixed interest rate of 7.0 % paid semi-annually. The notes were issued with a 3 - year term and were continuously callable by the Company. The promissory notes balances were paid in full during the quarter ended September 30, 2024.
At December 31, 2024 and 2023, the Company has short-term borrowing availability through the Federal Reserve Bank’s discount window of up to $ 25 million. The Company is required to pledge securities and/or loans in order to borrow at the discount window. The Company had no short-term borrowings through the Federal Reserve discount window and did not pledge securities or loans as of December 31, 2024 and 2023.
At December 31, 2024 and 2023, the Company had an unsecured $ 6.0 million federal funds line of credit with a correspondent bank.
Note 8: Income Taxes
The components of the provision for income taxes are as follows as of December 31, 2024 and 2023:
December 31, 2024
December 31, 2023
Current tax expense (benefit):
Federal
$
25,036
$
—
State
50
25
Total current
25,086
25
Deferred tax expense (benefit):
Federal
$
( 544,446 )
$
( 278,735 )
State
( 216,726 )
( 118,847 )
Total deferred
( 761,172 )
( 397,582 )
Total provision for income taxes
$
( 736,086 )
$
( 397,557 )
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EWSB BANCORP, INC. AND SUBSIDIARY
The primary differences between income taxes at the federal statutory rate and the provision for income taxes includes state taxes and tax‑exempt interest and non-interest income.
Deferred income taxes are provided for the temporary differences between the financial reporting basis and the tax basis of the Company's assets and liabilities. The major components of the net deferred tax assets as of December 31, 2024 and 2023, are presented below:
December 31, 2024
December 31, 2023
Deferred tax assets
Allowance for credit losses
$
298,840
$
280,368
Deferred compensation
41,606
51,601
Net operating loss
2,653,705
1,945,176
Unrealized loss on securities available for sale
1,042,635
1,043,484
Unrealized loss on securities held to maturity
1,431,712
1,723,317
Other
32,175
5,429
Total deferred tax assets
5,500,673
5,049,375
Deferred tax liabilities
Fixed assets
$
( 61,017 )
$
( 84,630 )
Mortgage servicing rights
( 91,634 )
( 85,407 )
Other
( 21,458 )
( 21,492 )
Total deferred tax liabilities
( 174,109 )
( 191,529 )
Net deferred tax asset
$
5,326,564
$
4,857,846
The Company has federal net operating loss carryforwards totaling approximately $ 9.9 million and $ 7.3 million for the tax years ending December 31, 2024 and December 31, 2023, respectively. Due to tax law changes from the Tax Cuts and Jobs Act, the federal net operating loss carryforwards do not expire.
The Company has Wisconsin net operating loss carryforwards totaling approximately $ 7.7 million and $ 5.7 million for the tax years ending December 31, 2024 and December 31, 2023, respectively. The Wisconsin net operating loss carryforwards begin to expire in 2042.
The Company has Minnesota net operating loss carryforwards totaling approximately $ 947,000 and $ 673,000 for the tax years ending December 31, 2024 and December 31, 2023, respectively. The Minnesota net operating loss carryforwards begin to expire in 2037.
The amount of the deferred tax asset is considered realizable based on projected future earnings and multiple tax planning strategies; however, it could be adjusted, and a valuation allowance recorded, if estimates of future taxable income during the carryforward period are reduced or if objective negative evidence in the form of cumulative losses is present and additional weight cannot be given to subjective evidence such as our projections for growth. Our projections for growth are based on growth within our deposit and loan portfolios, maintaining an adequate net interest margin, and an increase in noninterest income.
With few exceptions, the Company is no longer subject to federal or state examinations by taxing authorities for years before 2020.
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EWSB BANCORP, INC. AND SUBSIDIARY
Note 9: Employee Benefit Plan
The Company sponsors a 401(k) profit sharing plan covering all employees who meet certain service requirements. Employees are allowed to make voluntary contributions to the plan up to 100 % of their compensation, not to exceed the applicable annual IRS dollar limit. The Company matches 100 % of up to 5 % of employee compensation.
Employee benefit plan expense included within salary and related benefits on the consolidated statements of operations was approximately $ 117,000 and $ 126,000 for 2024 and 2023, respectively.
Note 10: Deferred Compensation
The Company has entered into deferred compensation plans with various executive officers. The plans provide for the payment of specified amounts upon the executive officers' retirement. The liability is being accrued over the anticipated remaining period of employment. The accrued liability for the deferred compensation plans is included within accrued interest payable and other liabilities on the consolidated balance sheets and was $ 156,826 and $ 194,501 at December 31, 2024 and 2023, respectively. Deferred compensation expense included within salary and related benefits on the consolidated statements of operations was $ 8,641 and $ 18,481 for 2024 and 2023, respectively. Payments made in accordance with the plans totaled $ 46,316 and $ 54,152 during 2024 and 2023, respectively.
Note 11: Commitments Contingencies and Credit Risk
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 instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the balance sheets.
The Company's exposure to credit loss is represented by the contractual, or notional, amount of these commitments. The Company follows the same credit policies in making commitments as it does for on-balance-sheet instruments. Since some of the commitments are expected to expire without being drawn upon and some of the commitments may not be drawn upon to the total extent of the commitment, the notional amount of these commitments does not necessarily represent future cash requirements.
The following commitments were outstanding at December 31, 2024 and 2023:
Commitments to extend credit
December 31, 2024
December 31, 2023
Commitments to extend credit
$
25,645,000
$
19,999,000
C ommitments to extend credit are agreements to lend to a customer at fixed or variable rates, as long as there is no 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 amount of collateral obtained upon extension of credit is based on management's credit evaluation of the customer. Collateral held varies, but may include accounts receivable; inventory; property, plant, and equipment; real estate; and stocks and bonds.
Note 12: Equity and Regulatory Matters
The Bank is subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet minimum capital requirements 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
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guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum regulatory capital amounts and ratios (set forth in the table on the next page). It is management’s opinion, as of December 31, 2024, that the Bank meets all applicable statutory capital adequacy requirements.
As of December 31, 2024, the Bank is categorized as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum regulatory capital ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed the Bank’s category.
The payment of dividends by the Bank would be restricted if the Bank does not meet the minimum Capital Conservation Buffer of 2.5% as defined by Basel III regulatory capital guidelines and/or if, after payment of the dividend, the Bank would be unable to maintain satisfactory regulatory capital ratios.
The Bank’s actual capital amounts and ratios as of December 31, 2024 and December 31, 2023, are presented in the following tables:
To Be Well Capitalized
For Capital Adequacy
Under Prompt Corrective
Actual
Purposes
Action Provisions
(Dollars in Thousands)
Amount
Ratio
Amount
Ratio
Amount
Ratio
December 31, 2024
Bank
Common Equity Tier 1 capital (to risk-weighted assets)
$
19,238
12.2
%
≥ $
7,084
≥
4.5
%
≥ $
10,233
≥
6.5
%
Tier 1 capital (to risk-weighted assets)
19,238
12.2
%
≥
9,446
≥
6.0
%
≥
12,595
≥
8.0
%
Total capital (to risk-weighted assets)
20,446
13.0
%
≥
12,595
≥
8.0
%
≥
15,743
≥
10.0
%
Tier 1 capital (to average assets)
19,238
7.2
%
≥
10,738
≥
4.0
%
≥
13,422
≥
5.0
%
To Be Well Capitalized
For Capital Adequacy
Under Prompt Corrective
Actual
Purposes
Action Provisions
(Dollars in Thousands)
Amount
Ratio
Amount
Ratio
Amount
Ratio
December 31, 2023
Bank
Common Equity Tier 1 capital (to risk-weighted assets)
$
16,464
11.2
%
≥ $
6,634
≥
4.5
%
≥ $
9,582
≥
6.5
%
Tier 1 capital (to risk-weighted assets)
16,464
11.2
%
≥
8,845
≥
6.0
%
≥
11,794
≥
8.0
%
Total capital (to risk-weighted assets)
17,521
11.9
%
≥
11,794
≥
8.0
%
≥
14,742
≥
10.0
%
Tier 1 capital (to average assets)
16,464
6.3
%
≥
10,386
≥
4.0
%
≥
12,982
≥
5.0
%
In addition to the above minimum regulatory capital measures, the Board of Directors has designated that the Bank will have and maintain its tier one capital as a percentage of average total assets at a minimum of 8.0 % and its level of total capital to risk-weighted assets at a minimum of 11.0 % . At December 31, 2024, the Bank’s tier one capital as a percentage of average total assets capital ratio of 7.2 % was not in compliance with the minimum ratio as designated by the Board of Directors. The Bank’s total capital to risk-weighted assets ratio of 13.0 % was in compliance with the minimum ratio designated by the Board of Directors.
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In addition to the above minimum regulatory capital measures, the State of Wisconsin requires a state-chartered savings bank to maintain a net worth ratio in an amount not less than 6.0 %. At December 31, 2024, the Bank’s net worth ratio of 5.67 % was not in compliance with the minimum requirement.
Note 13: Fair Value Measurements
Accounting standards describe three levels of inputs that may be used to measure fair value (the fair value hierarchy). The level of an asset or liability within the fair value hierarchy is based on the lowest level of input significant to the fair value measurement of that asset or liability.
Following is a brief description of each level of the fair value hierarchy:
Level 1 - Fair value measurement is based on quoted prices for identical assets or liabilities in active observable markets.
Level 2 - Fair value measurement is based on: (1) quoted prices for similar assets or liabilities in active markets; (2) quoted prices for identical or similar assets or liabilities in markets that are not active; or (3) valuation models and methodologies for which all significant assumptions are or can be corroborated by observable market data.
Level 3 - Fair value measurement is based on valuation models and methodologies that incorporate at least one significant assumption that cannot be corroborated by observable market data. Level 3 measurements reflect the Company’s estimates about assumptions market participants would use if measured at fair value on a recurring basis under GAAP.
Some assets and liabilities, such as securities available for sale, are measured at fair value on a recurring basis under GAAP. Other assets and liabilities, such as individually evaluated loans, may be measured at fair value on a nonrecurring basis. As of December 31, 2024 and 2023, the Company did not have any significant assets or liabilities that were measured at fair value on a nonrecurring basis.
Following is a description of the valuation methodology and significant inputs used for each asset measured at fair value on a recurring basis, as well as the classification of the asset within the fair value hierarchy.
Securities available for sale - Securities available for sale are classified as Level 2 measurements within the fair value hierarchy. Level 2 securities include U.S. government sponsored agencies, obligations of states and political subdivisions, corporate securities, and mortgaged-backed securities. The fair value measurement of a Level 2 security is based on recent sales of similar securities and other observable market data.
Fair value hedge – Fair value hedges are classified as Level 2 measurements within the fair value hierarchy. The fair value measurement is based on current observable market interest rates.
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Information regarding the fair value of assets and liabilities measured at fair value on a recurring basis as of December 31, 2024 follows:
Recurring Fair Value Measurements Using
Quoted Prices
in Active
Significant
Assets
Markets for
Other
Significant
Measured at
Identical
Observable
Unobservable
Fair Value
Instruments
Inputs
Inputs
December 31, 2024
(Level 1)
(Level 2)
(Level 3)
Financial assets:
Securities available for sale:
Mortgage-backed securities
$
7,823,809
$
—
$
7,823,809
$
—
State and political subdivisions
12,138,946
—
12,138,946
—
Corporate securities
2,844,081
—
2,844,081
—
Total securities available for sale
$
22,806,836
$
—
$
22,806,836
$
—
Information regarding the fair value of assets and liabilities measured at fair value on a recurring basis as of December 31, 2023 follows:
Recurring Fair Value Measurements Using
Quoted Prices
in Active
Significant
Assets
Markets for
Other
Significant
Measured at
Identical
Observable
Unobservable
Fair Value
Instruments
Inputs
Inputs
December 31, 2023
(Level 1)
(Level 2)
(Level 3)
Financial assets:
Securities available for sale:
Mortgage-backed securities
$
9,040,705
$
—
$
9,040,705
$
—
State and political subdivisions
12,083,045
—
12,083,045
—
Corporate securities
2,824,025
—
2,824,025
—
Total securities available for sale
$
23,947,775
$
—
$
23,947,775
$
—
Financial liabilities:
Fair value hedge on fixed rate loans
$
140,321
$
—
$
140,321
$
—
Note 14: Fair Value of Financial Instruments
Financial instruments are classified within the fair value hierarchy using the methodologies described in Note 13 – Fair Value Measurements. The following disclosures include financial instruments that are not carried at fair value on the Consolidated Balance Sheets. The calculation of estimated fair values is based on market conditions at a specific point in time and may not reflect current or future fair values.
Certain financial instruments generally expose the Company to limited credit risk and have no stated maturities or have short-term maturities and carry interest rates that approximate market. The carrying value of these financial instruments assumes to approximate the fair value of these instruments. These instruments include cash and cash equivalents, non-interest-bearing deposit accounts, time deposits with other financial institutions, FHLB stock, escrow deposits, FHLB advances and accrued interest receivable and payable. The fair market values of loans and interest-bearing deposits are calculated using the discounted cash flow (present value) method.
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The carrying amounts and estimated fair values by fair value hierarchy of certain financial instruments as of December 31, 2024, follows:
Carrying
Estimated
Amount
Fair Value
December 31, 2024
(Level 1)
(Level 2)
(Level 3)
December 31, 2024
Financial assets:
HTM debt securities:
U.S. government sponsored agencies
$
28,306,633
$
—
$
27,494,019
$
—
$
27,494,019
U.S. Treasury securities
$
10,699,998
$
10,668,607
$
—
$
—
$
10,668,607
Loans, net
$
186,354,436
$
—
$
—
$
177,234,000
$
177,234,000
Financial liabilities:
Interest-bearing deposits
$
222,057,692
$
—
$
200,557,000
$
—
$
200,557,000
Fixed rate, fixed term FHLB advances
$
19,500,000
$
—
$
19,459,137
$
—
$
19,459,137
The carrying amounts and estimated fair values by fair value hierarchy of certain financial instruments as of December 31, 2023, follows:
Carrying
Estimated
Amount
Fair Value
December 31, 2023
(Level 1)
(Level 2)
(Level 3)
December 31, 2023
Financial assets:
HTM debt securities:
U.S. government sponsored agencies
$
28,223,324
$
—
$
27,990,273
$
—
$
27,990,273
U.S. Treasury securities
$
11,827,534
$
11,814,555
$
—
$
—
$
11,814,555
Loans, net
$
174,315,171
$
—
$
—
$
165,086,000
$
165,086,000
Financial liabilities:
Interest-bearing deposits
$
220,217,134
$
—
$
207,001,000
$
—
$
207,001,000
Fixed rate, fixed term FHLB advances
$
6,000,000
$
—
$
5,990,708
$
—
$
5,990,708
Note 15: Derivatives
The Company’s objectives in using interest rate derivatives are to add stability to interest income and expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. The aggregate fair value of the swaps are recorded in other assets or other liabilities with changes in fair value recorded as gains or losses in noninterest income or noninterest expense on the consolidated statements of income (loss).
The Company utilizes interest rate swap agreements as part of its asset liability management strategy to help manage its interest rate risk position. The notional amount of the interest rate swap does not represent amounts exchanged by the parties. The amount exchanged is determined by reference to the notional amount and the other terms of the individual interest rate swap agreements.
Fair Value Hedge: An interest rate swap with a notional amount totaling $ 25.0 million as of December 31, 2023 was designated as a fair value last of layer hedge for certain fixed rate prepayable loans. This interest rate swap contract was terminated in 2024.
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Note 16: Earnings Per Share (“EPS”)
Basic EPS represents income available to common stockholders divided by weighted-average number of common shares outstanding during the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common shares (such as stock options) were exercised or converted into additional common shares that should then share in the earnings of the Company. Diluted EPS is computed by dividing net income attributed to common stockholders by the weighted-average number of common shares outstanding for the period, plus the effect of potential dilutive common share equivalents.
Year Ended December 31, 2024
Net income (loss) applicable to common shares outstanding
$
( 1,699,811 )
Average number of common shares outstanding
211,780
Less: Average unallocated ESOP shares
14,557
Average number of common shares outstanding used to calculate basic earnings per share
197,223
Earnings per common share basic and diluted
$
( 8.62 )
There were no securities or other contracts that had a dilutive effect during the year ended December 31, 2024, and therefore the weighted-average common shares outstanding used to calculate both basic and diluted EPS are the same. Shares held by the Employee Stock Ownership Plan (“ESOP”) that have not been allocated to employees in accordance with the terms of the ESOP, referred to as “unallocated ESOP shares”, are not deemed outstanding for EPS calculations. All unallocated ESOP shares have been excluded from the calculation of basic and diluted EPS. Earnings per share for the year ended December 31, 2024 was calculated using 197,223 weighted average shares outstanding which represents zero shares prior to the conversion on September 20, 2024. EPS data is not applicable for the year ended December 31, 2023 as the Company had no outstanding shares.
Note 17: ESOP
Employees of the Bank may participate in the Bank’s Employee Stock Ownership Plan (“ESOP”). The ESOP borrowed funds from the Company to purchase 52,678 shares of stock at $ 10 per share. The Bank makes discretionary contributions to the ESOP and the ESOP uses funds it receives to repay the loan. When payments are made, ESOP shares are allocated to participants based on relative compensation. The cost of shares issued to the ESOP, but not yet allocated to participants, is shown as a reduction of stockholders’ equity.
Eash December, the Bank makes discretionary contributions to the ESOP, which are equal to principal and interest payments required on the term loan. Expense recorded during the year ended December 31, 2024, is $ 28,385 .
Shares held by the ESOP as of December 31, 2024, were as follows:
As of December 31, 2024
Shares committed for allocation
2,634
Unallocated
50,044
Total ESOP shares
52,678
Fair value of unearned shares at December 31, 2024
$
525,962
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Note 18: Condensed Parent Only Financial Information
The Parent Company’s condensed balance sheet and related condensed statements of operations and cash flows as follows. The information presented for the year ended December 31, 2023 represents the consolidated holding companies of Wisconsin Mutual Bancorp, MHC.
Condensed Balance Sheets
December 31,
2024
2023
Assets
Noninterest bearing deposit with bank subsidiary
$
356,460
$
50,000
Investment in subsidiaries
14,320,577
11,486,824
Loan - ESOP
487,752
—
Land held for sale
435,328
—
Other assets
41,490
—
TOTAL ASSETS
$
15,641,607
$
11,536,824
Liabilities and Equity
Liabilities
Other liabilities
$
14,851
$
—
Total liabilities
14,851
—
Equity:
Common stock
7,525
—
Additional paid-in capital
5,472,763
—
Retained earnings
17,499,162
19,198,973
Unallocated common shares held by Employee Stock Ownership Plan (ESOP)
( 500,441 )
—
Accumulated other comprehensive income (loss)
( 6,852,253 )
( 7,662,149 )
Total stockholders' equity
15,626,756
11,536,824
TOTAL LIABILITIES AND EQUITY
$
15,641,607
$
11,536,824
Condensed Statements of Operations
Year Ended December 31,
2024
2023
Income:
Interest income:
$
11,777
$
—
Total income
11,777
—
Expense:
Interest expense
16,486
—
Noninterest expense
54,060
—
Total expense
70,546
—
Loss before equity in undistributed net income (loss) of subsidiary
( 58,769 )
—
Equity in undistributed net income (loss) of subsidiary
( 1,657,051 )
( 935,240 )
Income (loss) before provision for (benefit from) income taxes
( 1,715,820 )
( 935,240 )
Provision for (benefit from) income taxes
( 16,009 )
—
Net income (loss)
$
( 1,699,811 )
$
( 935,240 )
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Condensed Statements of Cash Flows
Year Ended December 31,
2024
2023
Cash flows from operating activities:
Net income (loss)
$
( 1,699,811 )
$
( 935,240 )
Adjustments to reconcile net income (loss) to net cash flows used in operating activities:
Net decrease (increase) in other assets and liabilities
67,195
—
Equity in undistributed (income) loss of subsidiary
1,657,051
935,240
Total adjustments
1,724,246
935,240
Net cash flows used in operating activities
24,435
—
Cash flows from investing activities:
Principal payments on loan to ESOP
39,028
—
Net cash flows provided by (used in) investing activities
39,028
—
Cash flows from financing activities:
Net proceeds from issuance of common shares
$
5,478,242
$
—
Loan to ESOP
( 526,780 )
—
Proceeds from conversion transferred to subsidiary
( 4,918,928 )
—
Cash transferred from prior holding company
210,463
—
Net cash flows provided by (used in) financing activities
242,997
—
Net change in cash and cash equivalents
306,460
—
Cash and cash equivalents at beginning of period
50,000
50,000
Cash and cash equivalents at end of period
$
356,460
$
50,000
Note 19: Segment Information
The Company’s reportable segment is determined by the Chief Executive Officer, who is the designated chief operating decision maker, based upon information provided about the Company’s products and services offered, primarily banking operations. The segment is also distinguished by the level of information provided to the chief operating decision maker, who uses such information to review performance of various components of business such as branches and subsidiary bank, which are then aggregated if operating performance, products/services, and customers are similar. The chief operating decision maker will evaluate the financial performance of the Company’s business components such as by evaluation of revenue streams, significant expenses, and budget to actual results in assessing the Company’s segment and in the determination of allocating resources. The chief operating decision maker uses revenue streams to evaluate product pricing and significant expenses to assess performance and evaluate return on assets. The chief operating decision maker uses consolidated net income (loss) to benchmark the Company against its competitors. The benchmarking analysis coupled with monitoring of budget to actual results are used in assessment performance and in establishing compensation. Loans, investments, and deposits provide the revenues in the banking operation. Interest expense, provision for credit losses and payroll provide the significant expenses in the banking operation. All operations are domestic.
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
None.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.