Forward-Looking Information

This Quarterly Report on Form 10-Q may contain various forward-looking statements, which can be identified by the use of words such as "estimate," "project," "believe," "intend," "anticipate," "plan," "seek," "expect" and similar expressions and verbs in the future tense. These forward-looking statements include, but are not limited to:




     ?    Statements of our goals, intentions and expectations;
     ?    Statements regarding our business plans, prospects, growth and
          operating strategies;
     ?    Statements regarding the quality of our loan and investment portfolio;
          and
     ?    Estimates of our risks and future costs and benefits.



These forward-looking statements are based on current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:




     ?    general economic conditions, either nationally or in our market area,
          including employment prospects, that are different than expected;
     ?    the effect of any pandemic; including COVID-19;
     ?    competition among depository and other financial institutions;
     ?    inflation and changes in the interest rate environment that reduce our
          margins and yields, our mortgage banking revenues, the fair value of
          financial instruments or the origination levels in our lending
          business, or increase the level of defaults, losses or prepayments on
          loans we have made and make whether held in portfolio or sold in the
          secondary markets;
     ?    adverse changes in the securities or secondary mortgage markets;
     ?    changes in laws or government regulations or policies affecting
          financial institutions, including changes in regulatory fees and
          capital requirements;
     ?    changes in monetary or fiscal policies of the U.S. Government,
          including policies of the U.S. Treasury and the Federal Reserve Board;
     ?    our ability to manage market risk, credit risk and operational risk in
          the current economic conditions;
     ?    our ability to enter new markets successfully and capitalize on growth
          opportunities;
     ?    our ability to successfully integrate acquired entities;
     ?    decreased demand for our products and services;
     ?    changes in tax policies or assessment policies;
     ?    the inability of third-party providers to perform their obligations to
          us;
     ?    changes in consumer demand, spending, borrowing and savings habits;
     ?    changes in accounting policies and practices, as may be adopted by the
          bank regulatory agencies, the Financial Accounting Standards Board,
          the Securities and Exchange Commission or the Public Company
          Accounting Oversight Board;
     ?    our ability to retain key employees;
     ?    cyber attacks, computer viruses and other technological risks that may
          breach the security of our websites or other systems to obtain
          unauthorized access to confidential information and destroy data or
          disable our systems;
     ?    technological changes that may be more difficult or expensive than
          expected;
     ?    the ability of third-party providers to perform their obligations to
          us;
     ?    the effects of any federal government shutdown;
     ?    the ability of the U.S. Government to manage federal debt limits;
     ?    significant increases in our loan losses; and
     ?    changes in the financial condition, results of operations or future
          prospects of issuers of securities that we own.


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See also the factors referred to in reports filed by the Company with the Securities and Exchange Commission (particularly those under the caption "Risk Factors" in Item 1A of the Company's Annual Report on Form 10-K for the year ended December 31, 2020).

The risks included here are not exhaustive. Other sections of this report may include additional factors which could adversely affect our business and financial performance. New risks emerge from time to time and it is not possible for management to predict all such risks, nor can it assess the impact of all such risks on our business or the extent to which any risk, or combination of risks, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results.




Overview

The following discussion and analysis is presented to assist the reader in understanding and evaluating the Company's financial condition and results of operations. It is intended to complement the unaudited consolidated financial statements, footnotes, and supplemental financial data appearing elsewhere in this Quarterly Report on Form 10-Q and should be read in conjunction therewith. The detailed discussion in the sections below focuses on the results of operations for the three and six months ended June 30, 2021 and 2020 and the financial condition as of June 30, 2021 compared to the financial condition as of December 31, 2020. As described in the notes to the unaudited consolidated financial statements, we have two reportable segments: community banking and mortgage banking. The community banking segment provides consumer and business banking products and services to customers primarily within Southeastern Wisconsin. Consumer products include loan products, deposit products, and personal investment services. Business banking products include loans for working capital, inventory and general corporate use, commercial real estate construction loans, and deposit accounts. The mortgage banking segment, which is conducted by offices in 21 states through Waterstone Mortgage Corporation, consists of originating residential mortgage loans primarily for sale in the secondary market.

Our community banking segment generates the significant majority of our consolidated net interest income and requires the significant majority of our provision for loan losses. Our mortgage banking segment generates the significant majority of our noninterest income and a majority of our noninterest expenses. We have provided below a discussion of the material results of operations for each segment on a separate basis for the three and six months ended June 30, 2021 and 2020, which focuses on noninterest income and noninterest expenses. We have also provided a discussion of the consolidated operations of the Company, which includes the consolidated operations of the Bank and Waterstone Mortgage Corporation, for the same periods. Significant Items

Earnings comparisons for the three and six months ended June 30, 2021 and 2020 were impacted by the significant items summarized below.

COVID-19, the CARES Act, the Consolidated Appropriations Act, and the American Rescue Plan Act

The COVID-19 pandemic has caused economic and social disruption on an unprecedented scale. While some industries have been impacted more severely than others, all businesses have been impacted to some degree. This disruption resulted in the shuttering of businesses across the country, significant job loss, and aggressive measures by the federal government. In March 2020, the Coronavirus Aid, Relief and Economic Security ("CARES") Act was signed into law as a $2 trillion legislative package. The goal of the CARES Act is to prevent a severe economic downturn through various measures, including direct financial aid to American families and economic stimulus to significantly impacted industry sectors. The package also includes extensive emergency funding for hospitals and providers. In March 2021, the American Rescue Plan Act of 2021 (the "American Rescue Plan Act") was signed into law and provides approximately $1.9 trillion in spending to address the continued impact of COVID-19. While it is not possible to know the full universe or extent of these impacts as of the date this filing, we are disclosing potentially material items of which we are aware.


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• The CARES Act allowed for a temporary delay in the adoption of accounting


  guidance under Accounting Standards Codification Topic 326, "Financial
  Instruments - Credit Losses ("CECL") until the earlier of December 31, 2020 or
  after the end of the COVID-19 national emergency.  During the quarter ended
  March 31, 2020, pursuant to the CARES Act and guidance from the Securities and
  Exchange Commission ("SEC") and Financial Accounting Standards Board ("FASB"),
  we elected to delay adoption of CECL. On December 27, 2020, the Consolidated
  Appropriations Act, 2021 was signed into law. Among other provisions, this Act
  extended the temporary delay on the adoption of CECL until January 1, 2022. The
  financial statements included in this Quarterly Report on Form 10-Q include an
  allowance for loan losses that was prepared under the existing incurred loss
  methodology.

• Under the CARES Act, loans less than 30 days past due as of December 31, 2019


  and COVID-19 modifications are considered current. A financial institution
  suspended the requirements under accounting principles generally accepted in
  the United States (US GAAP) for loan modifications related to COVID-19 that
  would otherwise be categorized as a troubled debt restructuring ("TDR").  This
  includes a suspension of the requirement to determine impairment of these
  modifications for accounting purposes.  In keeping with regulatory guidance to
  work with borrowers during this unprecedented situation, the Company has
  executed a payment deferral program for our lending clients that are adversely
  affected by the pandemic.  As of June 30, 2021, the Company had three modified
  loans totaling $559,000 consisting of principal deferrals or principal and
  interest deferrals.  These short-term deferrals are not considered troubled
  debt restructurings.

• The CARES Act authorized the Small Business Administration ("SBA") to


  temporarily guarantee loans under a new loan program call the Paycheck
  Protection Program ("PPP").  As a qualified SBA lender, we were automatically
  authorized to originate PPP loans.  The Company is actively participating in
  assisting our customers with applications for resources through the program.
  PPP loans have: (a) an interest rate of 1.0%, (b) a five-year loan term to
  maturity for loans made on or after June 5, 2020 (loans made prior to June 5,
  2020 have a two-year term, however borrowers and lenders may mutually agree to
  extend the maturity for such loans to five years); and (c) principal and
  interest payments deferred for six months from the date of disbursement.  The
  SBA will guarantee 100% of the PPP loans made to eligible borrowers.  The
  entire principal amount of the borrower's PPP loan, including any accrued
  interest, is eligible to be reduced by the loan forgiveness amount under the
  PPP.  As of June 30, 2021, we have funded 449 loans totaling $44.6 million.
  During the six months ended June 30, 2021, the Company originated a total of
  $14.5 million in PPP loans for customers and recognized $640,000 in fees
  received from the SBA. As of June 30, 2021, we have PPP loans outstanding
  totaling $16.9 million.


Our fee income could be reduced due to COVID-19. In keeping with guidance from regulators, we are working with COVID-19 affected customers to waive fees from a variety of sources, such as, but not limited to, insufficient funds and overdraft fees, ATM fees, account maintenance fees, etc. These reductions in fees are thought, at this time, to be temporary in conjunction with the length of the COVID-19 emergency. At this time, we are unable to project the materiality of such an impact, but recognize that the breadth of the economic impact is likely to impact our fee income in future periods. Our interest income could be reduced due to COVID-19. In keeping with guidance from regulators, we are actively working with COVID-19 affected borrowers to defer their payments, interest, and fees. While interest and fees will still accrue to income, through normal GAAP accounting, should eventual credit losses on these deferred payments emerge, interest income and fees accrued would need to be reversed. In such a scenario, interest income in future periods could be negatively impacted. At this time, we are unable to project the materiality of such an impact, but recognize that the breadth of the economic impact may affect our borrowers' ability to repay in future periods.

Capital and liquidity

As of June 30, 2021, all of our capital ratios, and our subsidiary bank's capital ratios, were in excess of all regulatory requirements. While we believe that we have sufficient capital to withstand an extended economic recession brought about by COVID-19, our reported and regulatory capital ratios could be adversely impacted by further credit losses. We maintain access to multiple sources of liquidity. Wholesale funding markets have remained open to us, but rates for short term funding have recently been volatile. If funding costs are elevated for an extended period of time, it could have an adverse effect on our net interest margin. If an extended recession caused large numbers of our deposit customers to withdraw their funds, we might become more reliant on volatile or more expensive sources of funding.





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Comparison of Community Banking Segment Results of Operations for the Three Months Ended June 30, 2021 and 2020

Net income totaled $7.5 million for the three months ended June 30, 2021 compared to $4.1 million for the three months ended June 30, 2020. Net interest income increased $816,000 to $14.5 million for the three months ended June 30, 2021 compared to $13.7 million for the three months ended June 30, 2020. Interest expense decreased as funding rates decreased. Offsetting the decrease in interest expense, interest income on loans and mortgage-related securities categories decreased as replacement rates and average balances were lower than in the prior year.

The Company delayed adoption of ASC Topic 326 as permited under the CARES Act, as amended. The Company calculated the current quarter allowance using the incurred loss model. There was a negative provision for loan losses of $750,000 for the three months ended June 30, 2021 compared to a $4.3 million provision for loan losses for the three months ended June 30, 2020. During the three months ended June 30, 2021, we made adjustments to our qualitative factors, primarily to account for the improvement in certain economic factors along with a decrease in loan balance. Additionally, we recorded a significant recovery as a loan payoff was received.

Total noninterest income decreased $1.3 million due primarily to a decrease in loan prepayment fees. Service charges on loans decreased due to fees earned on swaps in 2020.

Compensation, payroll taxes, and other employee benefits expense decreased $32,000 to $4.9 million primarily due to a decrease in variable compensation offset by increases in health insurance and employee stock ownership plan expenses. Data processing expense decreased $212,000 due to the implementation of a new digital banking platform in 2020. Other noninterest expense decreased $71,000 as certain loan-related expenses decreased offset by a decrease of credits received for FDIC premiums in 2020 but not in 2021.

Comparison of Mortgage Banking Segment Results of Operations for the Three Months Ended June 30, 2021 and 2020

Net income totaled $10.4 million for the three months ended June 30, 2021 compared to $16.8 million for the three months ended June 30, 2020. We originated $1.07 billion in mortgage loans held for sale (including sales to the community banking segment) during the three months ended June 30, 2021, which represents a decrease of $77.5 million, or 6.8%, from the $1.14 billion originated during the three months ended June 30, 2020. The decrease in loan production volume was driven by a $246.5 million, or 48.5%, decrease in refinance products as mortgage rates have increased. Mortgage purchase products increased $168.9 million, or 26.6%, due to the high demand for single family homes and fixed-rate mortgages. Total mortgage banking noninterest income decreased $13.7 million, or 21.3%, to $50.6 million during the three months ended June 30, 2021 compared to $64.2 million during the three months ended June 30, 2020. The decrease in mortgage banking noninterest income was related to a 6.8% decrease in volume and an 11.8% decrease in gross margin on loans originated and sold for the three months ended June 30, 2021 compared to June 30, 2020. Gross margin on loans originated and sold is the ratio of mortgage banking income (excluding the change in interest rate lock fair value) divided by total loan originations. The gross margin on loans originated and sold contraction reflects decreased industry demand due to the increased competition from mortgage orginators. We sell loans on both a servicing-released and a servicing-retained basis. Waterstone Mortgage Corporation has contracted with a third party to service the loans for which we retain servicing.

Additionally, our overall margin can be affected by the mix of both loan type (conventional loans versus governmental) and loan purpose (purchase versus refinance). Conventional loans include loans that conform to Fannie Mae and Freddie Mac standards, whereas governmental loans are those loans guaranteed by the federal government, such as a Federal Housing Authority or U.S. Department of Agriculture loan. Loans originated for the purchase of a residential property, which generally yield a higher margin than loans originated for refinancing existing loans, comprised 75.4% of total originations during the three months ended June 30, 2021, compared to 55.5% of total originations during the three months ended June 30, 2020, respectively, as refinance demand decelerated as interest rates increased over the past year. The mix of loan type trended towards less conventional loans and more governmental loans; with conventional loans and governmental loans comprising 75.3% and 24.7% of all loan originations, respectively, during the three months ended June 30, 2021, compared to 75.8% and 24.2% of all loan originations, respectively, during the three months ended June 30, 2020.

Total compensation, payroll taxes and other employee benefits decreased $3.0 million, or 9.2%, to $29.2 million for the three months ended June 30, 2021 compared to $32.1 million for the three months ended June 30, 2020. The decrease in compensation expense was primarily related to decreased commission expense and branch manager compensation driven by decreased loan origination volume and branch profitability as gross margins decreased. Professional fees decreased $489,000 to $361,000 during the quarter ended June 30, 2021 compared to $850,000 of expense during the quarter ended June 30, 2020. The decrease related to a decrease in litigation costs compared to the prior year, as the Herrington settlement was resolved in 2020. Occupancy, office furniture, and equipment decreased $262,000 due to lower rent and depreciation expenses. Other noninterest expense decreased $561,000 to $2.7 million during the quarter ended June 30, 2021 compared to $3.2 million during the quarter ended June 30, 2020. The decrease related to a decrease in the provision for losses on loans sold to the secondary market that results from both early payoff and early default provisions with investors. The decreased provision was driven by both a decrease in the number and volume of loans sold, as well as actual default activity resulting from COVID-19 pandemic being lower than expected. Offsetting the decrease, amortization of mortgage servicing rights increased as the size of the servicing portfolio has increased in 2021 compared to 2020.


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