Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
☒
or
☐
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For transition period from to
Commission File Number 0-51331
BANKFINANCIAL CORPORATION
(Exact Name of Registrant as Specified Its Charter)
Maryland
(State or Other Jurisdiction
of Incorporation)
75-3199276
(I.R.S. Employer
Identification No.)
60 North Frontage Road, Burr Ridge, Illinois 60527
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (800) 894-6900
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, par value $0.01 per share
Trading
Symbol(s)
BFIN
Name of each exchange on which registered
The NASDAQ Stock Market LLC
Indicate by check mark whether the issuer is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes ☐ No ☒.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒.
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an
emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
☐ Accelerated filer
☒ Smaller reporting company
Emerging growth company
☐
☒
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒.
The aggregate market value of the registrant’s outstanding common stock held by non-affiliates on June 30, 2020 determined using a per share closing price
on that date of $8.40, as quoted on The Nasdaq Global Select Market, was $116.5 million.
At February 23, 2021, there were 14,732,765 shares of common stock, $0.01 par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Proxy Statement for the 2021 Annual Meeting of Stockholders (Part III)
Table of Contents
BANKFINANCIAL CORPORATION
Form 10-K Annual Report
Table of Contents
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
PART I
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Selected Financial Data
Management's Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosure about Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
Item 15.
Item 16.
Exhibits and Financial Statement Schedules
Form 10-K Summary
Signatures
Table of Contents
ITEM 1.
BUSINESS
Forward Looking Statements
PART IV
PART I
Page
Number
1
7
15
15
16
16
16
17
18
33
33
63
63
63
63
63
63
63
63
63
65
66
This Annual Report on Form 10-K may contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as
amended. Forward-looking statements may include statements relating to our future plans, strategies and expectations, as well as our future revenues,
expenses, earnings, losses, financial performance, financial condition, asset quality metrics and future prospects. Forward looking statements are generally
identifiable by use of the words “believe,” “may,” “will,” “should,” “could,” “continue,” “expect,” “estimate,” “intend,” “anticipate,” “preliminary,”
“project,” “plan,” or similar expressions. Forward looking statements speak only as of the date made. They are frequently based on assumptions that may
or may not materialize, and are subject to numerous uncertainties that could cause actual results to differ materially from those anticipated in the forward
looking statements. We intend all forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995, and are including this statement for the purpose of invoking these safe harbor provisions.
Factors that could cause actual results to differ materially from the results anticipated or projected and which could materially and adversely affect our
operating results, financial condition or future prospects include, but are not limited to: (i) less than anticipated loan and lease growth due to intense
competition for loans and leases, particularly in terms of pricing and credit underwriting; or a dearth of borrowers who meet our underwriting standards, or
the coronavirus disease 2019 ("COVID-19") pandemic and the related adverse local and national economic consequences; (ii) the impact of re-pricing and
competitors’ pricing initiatives on loan and deposit products; (iii) interest rate movements and their impact on the economy, customer behavior and our net
interest margin; (iv) adverse economic conditions in general, or specific events such as the COVID-19 pandemic or terrorism, and in the markets in which
we lend that could result in increased delinquencies in our loan portfolio or a decline in the value of our investment securities and the collateral for our
loans; (v) declines in real estate values that adversely impact the value of our loan collateral, other real estate owned ("OREO"), asset dispositions and the
level of borrower equity in their investments; (vi) borrowers that experience legal or financial difficulties that we do not currently foresee; (vii) results of
supervisory monitoring or examinations by regulatory authorities, including the possibility that a regulatory authority could, among other things, require us
to increase our allowance for loan losses or adversely change our loan classifications, write-down assets, reduce credit concentrations or maintain specific
capital levels; (viii) changes, disruptions or illiquidity in national or global financial markets; (ix) the credit risks of lending activities, including risks that
could cause changes in the level and direction of loan delinquencies and charge-offs or changes in estimates relating to the computation of our allowance
for loan losses; (x) monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board; (xi) factors
affecting our ability to access deposits or cost-effective funding, and the impact of competitors' pricing initiatives on our deposit products; (xii) legislative
or regulatory changes that have an adverse impact on our products, services, operations and operating expenses; (xiii) higher federal deposit insurance
premiums; (xiv) higher than expected overhead, infrastructure and compliance costs; (xv) changes in accounting principles, policies or guidelines; (xvi) the
effects of any federal government shutdown; and (xvii) privacy and cybersecurity risks, including the risks of business interruption and the compromise of
confidential customer information resulting from intrusions.
These risks and uncertainties, together with the Risk Factors and other information set forth in Item 1A below, should be considered in evaluating forward-
looking statements and undue reliance should not be placed on such statements. Forward looking statements speak only as of the date they are made. We do
not undertake any obligation to update any forward-looking statement in the future, or to reflect circumstances and events that occur after the date on which
the forward-looking statement was made.
BankFinancial Corporation
BankFinancial Corporation, a Maryland corporation headquartered in Burr Ridge, Illinois (the “Company”), became the owner of all of the issued and
outstanding capital stock of BankFinancial, F.S.B. (the “Bank”) in 2005, when we consummated a plan of conversion and reorganization that the Bank and
its predecessor holding companies, BankFinancial MHC, Inc. and BankFinancial Corporation, a federal corporation, adopted in 2004. BankFinancial
Corporation, the Maryland corporation, was organized in 2004 to facilitate the mutual-to-stock conversion and to become the holding company for the
Bank upon its completion.
Following the approval of applications that the Company filed with the Board of Governors of the Federal Reserve System and the Bank filed with the
Office of the Comptroller of the Currency (“OCC”), the Company became a bank holding company and the Bank became a national bank in 2016. As a
result of the Bank’s conversion from a federal savings bank charter to a national bank charter, the Bank changed its name from BankFinancial, F.S.B. to
BankFinancial, National Association.
We manage our operations as one unit, and thus do not have separate operating segments. Our chief operating decision-makers use consolidated results to
make operating and strategic decisions.
BankFinancial, National Association
The Bank is a full-service, national bank principally engaged in the business of commercial, family and personal banking. The Bank offers our customers a
broad range of loan, deposit, trust and other financial products and services through 19 full-service banking offices located in Cook, DuPage, Lake and Will
Counties, Illinois and through our Internet Branch, www.bankfinancial.com.
The Bank’s primary business is making loans and accepting deposits. The Bank also offers our customers a variety of financial products and services that
are related or ancillary to loans and deposits, including cash management, funds transfers, bill payment and other online and mobile banking transactions,
automated teller machines, safe deposit boxes, trust services, wealth management, and general insurance agency services.
The Bank’s lending area consists of the counties where our branch offices are located, contiguous counties in the State of Illinois, as well as six commercial
credit origination and customer service offices for the Commercial Finance, Commercial Real Estate and Equipment Finance Divisions of the Bank.
We originate deposits predominantly from the areas where our branch offices are located. We rely on our favorable locations, customer service, competitive
pricing, our Internet Branch and related deposit services such as cash management to attract and retain these deposits. While we accept certificates of
deposit in excess of the Federal Deposit Insurance Corporation (“FDIC”) deposit insurance limits, we generally do not solicit such deposits because they
are more difficult to retain than core deposits and at times are more costly than wholesale deposits.
Table of Contents
Lending Activities
1
Our loan portfolio consists primarily of multi-family real estate, nonresidential real estate, commercial loans and commercial leases, which collectively
represented $966.5 million, or 95.7%, of our gross loan portfolio of $1.010 billion at December 31, 2020. At December 31, 2020, $452.2 million, or 44.8%,
of our loan portfolio consisted of multi-family mortgage loans; $108.7 million, or 10.8%, of our loan portfolio consisted of nonresidential real estate loans;
and $405.1 million, or 40.1%, of our loan portfolio consisted of commercial loans and leases. At December 31, 2020, $41.7 million, or 4.1%, of our loan
portfolio consisted of one-to-four family residential mortgage loans, of which $8.3 million, or 0.8%, were loans to investors secured by non-owner
occupied residential properties, including home equity loans and lines of credit.
Deposit Activities
Our deposit accounts consist principally of savings accounts, NOW accounts, checking accounts, money market accounts, certificates of deposit, and IRAs
and other retirement accounts. We provide commercial checking accounts and related services such as treasury services. We also provide low-cost checking
account services. We rely on our favorable locations, customer service, competitive pricing, our Internet Branch and related deposit services such as cash
management to attract and retain deposit accounts.
At December 31, 2020, our deposits totaled $1.394 billion. Interest-bearing deposits totaled $1.067 billion, or 76.6% of total deposits, and noninterest-
bearing demand deposits totaled $326.2 million, or 23.4% of total deposits. Savings, money market and NOW account deposits totaled $814.4 million, or
58.4% of total deposits, and certificates of deposit totaled $253.0 million, or 18.2% of total deposits, of which $188.0 million had maturities of one year or
less.
Related Products and Services
The Bank provides trust and financial planning services through our Trust Department. The Bank’s wholly-owned subsidiary, Financial Assurance
Services, Inc. (“Financial Assurance”), sells property and casualty insurance and other insurance products on an agency basis. For the year ended
December 31, 2020, Financial Assurance recorded net income of $33,000. At December 31, 2020, Financial Assurance had one full-time employee. The
Bank’s other wholly-owned subsidiary, BFIN Asset Recovery Company, LLC (formerly BF Asset Recovery Corporation), holds title to and sells certain
Bank-owned real estate acquired through foreclosure and collection actions, and recorded a net loss of $8,000 for the year ended December 31, 2020.
Website and Stockholder Information
The website for the Company and the Bank is www.bankfinancial.com. Information on this website does not constitute part of this Annual Report on Form
10-K.
The Company makes available, free of charge, its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q, its Current Reports on Form 8-K and
amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), as
soon as reasonably practicable after such forms are filed with or furnished to the Securities and Exchange Commission (“SEC”). Copies of these documents
are available to stockholders at the website for the Company and the Bank, www.bankfinancial.com, under “Investor Relations,” and through the EDGAR
database on the SEC’s website, www.sec.gov.
Competition
We face significant competition in originating loans and attracting deposits. The Chicago Metropolitan Statistical Area and many of the other geographic
markets in which we operate generally have a high concentration of financial institutions, many of which are significantly larger institutions that have
greater financial resources than we have, and many of which are our competitors to varying degrees. Our competition for loans and leases comes
principally from commercial banks, savings banks, mortgage banking companies, the U.S. Government, credit unions, leasing companies, insurance
companies, real estate conduits and other companies that provide financial services to businesses and individuals. Our most direct competition for deposits
has historically come from commercial banks, savings banks and credit unions. We face additional competition for deposits from online financial
institutions and non-depository competitors such as the mutual fund industry, securities and brokerage firms and insurance companies.
We seek to meet this competition by emphasizing personalized service and efficient decision-making tailored to individual needs. We do not rely on any
individual, group or entity for a material portion of our loans or our deposits.
Employees
At December 31, 2020, the Bank had 188 full-time employees and 42 part-time employees. Our employees are not represented by a collective bargaining
unit and we consider our working relationship with our employees to be good.
Supervision and Regulation
General
The Bank is a national bank, regulated and supervised primarily by the OCC. The Bank is also subject to regulation by the FDIC in more limited
circumstances because the Bank’s deposits are insured by the FDIC. This regulatory and supervisory structure establishes a comprehensive framework of
the activities in which a depository institution may engage and is intended primarily for the protection of the FDIC’s deposit insurance fund, depositors and
the banking system. Under this system of federal regulation, depository institutions are periodically examined to ensure that they satisfy applicable
standards with respect to their capital adequacy, assets, management, earnings, liquidity and sensitivity to market interest rates. The OCC examines the
Bank and prepares reports for the consideration of its Board of Directors on any identified deficiencies, if any. After completing an examination, the OCC
issues a report of examination and assigns a rating (known as an institution’s CAMELS rating). Under federal law and regulations, an institution may not
disclose the contents of its reports of examination or its CAMELS ratings to the public.
Table of Contents
2
The Bank is a member of, and owns stock in, the Federal Home Loan Bank of Chicago (“FHLB”) and the Federal Reserve Bank of Chicago. The Board of
Governors of the Federal Reserve System (“FRB”) has limited regulatory jurisdiction over the Bank with regard to reserves it must maintain against
deposits, check processing and certain other matters. The Bank’s relationship with its depositors and borrowers also is regulated in some respects by both
federal and state laws, especially in matters concerning the ownership of deposit accounts, and the form and content of the Bank’s consumer loan
documents.
The Company is a bank holding company within the meaning of federal law. As such, it is subject to supervision and examination by the FRB.
There can be no assurance that laws, rules and regulations, and regulatory policies will not change in the future. Such changes could make compliance
more difficult or expensive or otherwise adversely affect our business, financial condition, results of operations or prospects. Any change in the laws or
regulations, or in regulatory policy, whether by the OCC, the FDIC, the FRB, the Consumer Financial Protection Bureau (“CFPB”) or the United States
("U.S.") Congress could have a material adverse impact on the Company, the Bank and their respective operations.
The following summary of laws and regulations applicable to the Bank and Company is not intended to be exhaustive and is qualified in its entirety by
reference to the actual laws and regulations involved.
Interagency Statement on Loan Modifications. On March 22, 2020, the federal banking agencies issued an interagency statement to provide additional
guidance to financial institutions who are working with borrowers affected by the coronavirus (“COVID-19”). The statement provided that agencies will
not criticize institutions for working with borrowers and will not direct supervised institutions to automatically categorize all COVID-19 related loan
modifications as troubled debt restructurings (“TDRs”). The agencies have confirmed with staff of the Financial Accounting Standards Board that short-
term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief, are not TDRs. This includes
short-term (e.g., six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are
insignificant. Borrowers considered current are those that are less than 30 days past due on their contractual payments at the time a modification program is
implemented.
The statement further provided that working with borrowers that are current on existing loans, either individually or as part of a program for creditworthy
borrowers who are experiencing short-term financial or operational problems as a result of COVID-19, generally would not be considered TDRs. For
modification programs designed to provide temporary relief for current borrowers affected by COVID-19, financial institutions may presume that
borrowers that are current on payments are not experiencing financial difficulties at the time of the modification for purposes of determining TDR status,
and thus no further TDR analysis is required for each loan modification in the program.
The statement indicated that the agencies’ examiners will exercise judgment in reviewing loan modifications, including TDRs, and will not automatically
adversely risk rate credits that are affected by COVID-19, including those considered TDRs.
In addition, the statement noted that efforts to work with borrowers of one- to-four family residential mortgages, where the loans are prudently
underwritten, and not past due or carried on non-accrual status, will not result in the loans being considered restructured or modified for the purposes of
their risk-based capital rules. With regard to loans not otherwise reportable as past due, financial institutions are not expected to designate loans with
deferrals granted due to COVID-19 as past due because of the deferral.
The Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”). The CARES Act, which became law on March 27, 2020, provided over $2
trillion to combat COVID-19 and stimulate the economy. The law had several provisions relevant to financial institutions, including:
● Allowing institutions not to characterize loan modifications relating to the COVID-19 pandemic as a troubled debt restructuring and
also allowing them to suspend the corresponding impairment determination for accounting purposes.
● The ability of a borrower of a federally backed mortgage loan (VA, FHA, USDA, Freddie and Fannie) experiencing financial hardship
due, directly or indirectly, to the COVID-19 pandemic to request forbearance from paying their mortgage by submitting a request to the
borrower’s servicer affirming their financial hardship during the COVID-19 emergency. Such a forbearance will be granted for up to
180 days, which can be extended for an additional 180-day period upon the request of the borrower. During that time, no fees, penalties
or interest beyond the amounts scheduled or calculated as if the borrower made all contractual payments on time and in full under the
mortgage contract will accrue on the borrower’s account. Except for vacant or abandoned property, the servicer of a federally backed
mortgage is prohibited from taking any foreclosure action, including any eviction or sale action, for not less than the 60-day period
beginning March 18, 2020, which period has subsequently been extended by administrative action.
● The ability of a borrower of a multi-family federally backed mortgage loan that was current as of February 1, 2020, to submit a request
for forbearance to the borrower’s servicer affirming that the borrower is experiencing financial hardship during the COVID-19
emergency. A forbearance will be granted for up to 30 days, which can be extended for up to two additional 30-day periods upon the
request of the borrower, with future extensions granted by administrative action. During the time of the forbearance, the multi-family
borrower cannot evict or initiate the eviction of a tenant or charge any late fees, penalties or other charges to a tenant for late payment of
rent. Additionally, a multi-family borrower that receives a forbearance may not require a tenant to vacate a dwelling unit before a date
that is 30 days after the date on which the borrower provides the tenant notice to vacate and may not issue a notice to vacate until after
the expiration of the forbearance.
The Paycheck Protection Program. The CARES Act provides approximately $350 billion to fund loans to eligible small businesses through the Small
Business Administration’s (“SBA”) 7(a) loan guaranty program. These loans will be 100% federally guaranteed (principal and interest) through December
31, 2020 (which date was subsequently extended). An eligible business can apply for a Paycheck Protection Program (“PPP”) loan up to 2.5 times its
average monthly “payroll costs" limited to a loan amount of $10.0 million. The proceeds of the loan can be used for payroll (excluding individual employee
compensation over $100,000 per year), mortgage, interest, rent, insurance, utilities and other qualifying expenses. PPP loans will have: (a) an interest rate
of 1.0%, (b) a two-year loan term to maturity; 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 so long as employee and compensation levels of the business are maintained and 75%
of the loan proceeds are used for payroll expenses, with the remaining 25% of the loan proceeds used for other qualifying expenses.
Coronavirus Response and Relief Supplemental Appropriations Act of 2021. On December 27, 2020, the Coronavirus Response and Relief Supplemental
Appropriations Act of 2021 was signed into law, which also contains provisions that could directly impact financial institutions, including extending the
authority granted to banks under the CARES Act to elect to temporarily suspend the requirements under U.S. GAAP for loan modifications related to the
COVID-19 pandemic. The act directs financial regulators to support community development financial institutions and minority depository institutions and
directs Congress to re-appropriate $429 billion in unobligated CARES Act funds. The PPP, which was originally established under the CARES Act, was
also extended under the Coronavirus Response and Relief Supplemental Appropriations Act of 2021.
Table of Contents
Federal Banking Regulation
3
Business Activities. As a national bank, the Bank derives its lending and investment powers from the National Bank Act, as amended, and the regulations
of the OCC. Under these laws and regulations, the Bank may invest in mortgage loans secured by residential and nonresidential real estate, commercial
business and consumer loans and leases, certain types of securities and certain other loans and assets. Unlike federal savings banks, national banks are not
generally subject to specified percentage of assets on various types of lending. The Bank may also establish subsidiaries that engage in activities permitted
for the Bank as well as certain other activities.
Capital Requirements. Federal regulations require FDIC-insured depository institutions, including national banks, to meet several minimum capital
standards: a common equity Tier 1 capital to risk-based assets ratio of 4.5%, a Tier 1 capital to risk-based assets ratio of 6.0%, a total capital to risk-based
assets of 8% and a 4% Tier 1 capital to total assets leverage ratio.
For purposes of the regulatory capital requirements, common equity Tier 1 capital is generally defined as common stockholders’ equity and retained
earnings. Tier 1 capital is generally defined as common equity Tier 1 and Additional Tier 1 capital. Additional Tier 1 capital generally includes certain
noncumulative perpetual preferred stock and related surplus and minority interests in equity accounts of consolidated subsidiaries. Total capital includes
Tier 1 capital (common equity Tier 1 capital plus Additional Tier 1 capital) and Tier 2 capital. Tier 2 capital is comprised of capital instruments and related
surplus meeting specified requirements, and may include cumulative preferred stock and long-term perpetual preferred stock, mandatory convertible
securities, intermediate preferred stock and subordinated debt. Also included in Tier 2 capital is the allowance for loan losses limited to a maximum of
1.25% of risk-weighted assets and, for institutions that have exercised an opt-out election regarding the treatment of Accumulated Other Comprehensive
Income (“AOCI”), up to 45% of net unrealized gains on available-for-sale equity securities with readily determinable fair market values. Institutions that
have not exercised the AOCI opt-out have AOCI incorporated into common equity Tier 1 capital (including unrealized gains and losses on available-for-
sale securities). Calculation of all types of regulatory capital is subject to deductions and adjustments specified in the regulations.
In determining the amount of risk-weighted assets a bank has for purposes of calculating risk-based capital ratios, assets, including certain off-balance-
sheet assets (e.g., recourse obligations, direct credit substitutes, residual interests) are multiplied by a risk weight factor assigned by the regulations based
on the risks believed inherent in the type of asset. Higher levels of capital are required for asset categories believed to present greater risk. For example, a
risk weight of 0% is assigned to cash and U.S. government securities, a risk weight of 50% is generally assigned to prudently underwritten first lien one-to-
four family residential mortgages and certain qualifying multi-family mortgage loans, a risk weight of 100% is assigned to commercial, commercial real
estate and consumer loans, a risk weight of 150% is assigned to certain past due loans and high volatility commercial real estate loans, and a risk weight of
between 0% to 600% is assigned to permissible equity interests, depending on certain specified factors.
In addition to establishing the minimum regulatory capital requirements, regulations limit capital distributions and certain discretionary bonus payments to
management if the institution does not hold a “capital conservation buffer” consisting of 2.5% of common equity Tier 1 capital to risk-weighted assets
above the amount necessary to meet its minimum risk-based capital requirements. The capital conservation buffer requirement was fully implemented at
2.5% on January 1, 2019.
At December 31, 2020, the Bank’s capital exceeded all applicable regulatory requirements, the Bank was considered well-capitalized and it had an
appropriate capital conservation buffer.
The Company and the Bank each have adopted Regulatory Capital Plans that provide that the Bank will maintain a Tier 1 leverage ratio of at least 7.5%
and a total risk-based capital ratio of at least 10.5%. The capital ratios set forth in the Regulatory Capital Plans will be adjusted if and as necessary. In
accordance with the Regulatory Capital Plans, neither the Company nor the Bank will pursue any acquisition or growth opportunity, declare any dividend
or conduct any stock repurchase that would cause the Bank's total risk-based capital ratio and/or its Tier 1 leverage ratio to fall below the established capital
levels. In addition, in accordance with its Regulatory Capital Plan, the Company expects it will continue to maintain its ability to serve as a source of
financial strength to the Bank by holding a combination of cash, liquid assets and credit availability equal to at least $5.0 million for that purpose.
Legislation enacted in 2018 required the federal banking agencies, including the OCC, to establish a “community bank leverage ratio” of between 8% to
10% of average total consolidated assets for qualifying institutions with less than $10 billion of assets. The OCC has adopted a final rule that established
9% as the community bank leverage ratio, effective March 31, 2020. Institutions with capital meeting the specified requirement and electing to follow the
alternative framework will be deemed to comply with the applicable regulatory capital requirements, including the risk-based requirements.
The CARES Act lowered the community bank leverage ratio to 8%, with federal regulation making the reduced ratio effective April 23, 2020. Another
rule was issued to transition back to the 9% community bank leverage ratio by increasing the ratio to 8.5% for calendar year 2021 and to 9% thereafter.
Table of Contents
4
Loans-to-One-Borrower. A national bank generally may not make a loan or extend credit to a single or related group of borrowers in excess of 15% of
unimpaired capital and surplus. An additional amount may be loaned, equal to 10% of unimpaired capital and surplus, if the loan is secured by readily
marketable collateral, which generally does not include real estate. As of December 31, 2020, the Bank was in compliance with the loan-to-one-borrower
limitations.
Dividends. Federal law and OCC regulations govern cash dividends by a national bank. A national bank is authorized to pay such dividends from
undivided profits but must receive prior OCC approval if the total amount of dividends (including the proposed dividend) exceeds its net income in that
year and the prior two years less dividends previously paid. A national bank may not pay a dividend if the dividend does not comply with applicable
regulatory capital requirements and may be further limited in payment of cash dividends if it does not maintain the capital conservation buffer described
previously.
Community Reinvestment Act and Fair Lending Laws. All national banks have a responsibility under the Community Reinvestment Act (“CRA”) and
related federal regulations to help meet the credit needs of their communities, including low- and moderate- income neighborhoods. In connection with its
examination of a national bank, the OCC is required to evaluate and rate the bank’s record of compliance with the CRA. In addition, the Equal Credit
Opportunity Act and the Fair Housing Act prohibit lenders from discriminating in their lending practices based on the characteristics specified in those
statutes. A national bank’s failure to comply with the provisions of the CRA could, at a minimum, result in regulatory restrictions on certain of its activities
such as branching or mergers. The failure to comply with the Equal Credit Opportunity Act and the Fair Housing Act could result in enforcement actions
by the OCC, as well as other federal regulatory agencies and the Department of Justice.
In June 2020, the OCC issued a final rule clarifying and expanding the activities that qualify for CRA credit and, according to the agency, seeking to create
a more consistent and objective method for evaluating CRA performance. The final rule was effective October 1, 2020, but compliance with the revised
requirements is not mandatory until January 1, 2024 for institutions of the Bank’s asset size.
The Bank’s CRA performance has been rated as “Outstanding,” the highest possible CRA rating, in each of the nine CRA performance evaluations that
have been conducted by the Bank’s primary federal regulator since 1998.
Transactions with Related Parties. A national bank’s authority to engage in transactions with its “affiliates” is limited by OCC regulations and by Sections
23A and 23B of the Federal Reserve Act and its implementing regulation, Regulation W. The term “affiliates” for these purposes generally means any
company that controls or is under common control with an insured depository institution, although operating subsidiaries of national banks are generally
not considered affiliates for the purposes of Sections 23A and 23B of the Federal Reserve Act. The Company is an affiliate of the Bank. In general,
transactions with affiliates must be on terms that are at least as favorable to the national bank as comparable transactions with non-affiliates. In addition,
certain types of these transactions are restricted to an aggregate percentage of the bank’s capital. Collateral in specified amounts must be provided by
affiliates in order to receive loans or other forms of credit from the bank.
The Bank’s authority to extend credit to its directors, executive officers and 10% stockholders, as well as to entities controlled by such persons, is currently
governed by the requirements of Sections 22(g) and 22(h) of the Federal Reserve Act and Regulation O of the FRB. These provisions generally require that
extensions of credit to insiders be made on terms that are substantially the same as, and follow credit underwriting procedures that are not less stringent
than, those prevailing for comparable transactions with unaffiliated persons and not involve more than the normal risk of repayment or present other
unfavorable features (subject to an exception for lending programs open to employees generally). In addition, there are limitations on the amount of credit
extended to such persons, individually and in the aggregate based on a percentage of the Bank’s capital. Extensions of credit in excess of specified limits
must receive the prior approval of the Bank’s Board of Directors. Extensions of credit to executive officers are subject to additional restrictions. The Bank
does not extend new credit to executive officers or members of the Board of Directors.
Enforcement. The OCC has primary enforcement responsibility over national banks. This includes authority to bring enforcement actions against the Bank,
its directors, officers and employees and all “institution-affiliated parties,” including stockholders, attorneys, appraisers and accountants who knowingly or
recklessly participate in wrongful action likely to have an adverse effect on an insured institution. Formal enforcement action may range from the issuance
of a capital directive or cease and desist order to the removal of officers and/or directors, receivership, conservatorship or the termination of deposit
insurance. Civil monetary penalties cover a wide range of violations of laws and regulations, unsafe and unsound practices and certain other actions. The
maximum penalties that can be assessed are generally based on the type and severity of the violation, unsafe and unsound practice or other action, and are
adjusted annually for inflation. Civil monetary penalties for violations of the National Bank Act currently range from $10,366 to $51,827 per day, unless a
finding of reckless disregard is made, in which case the civil monetary penalty may be as high as $2,073,133 per day. The FDIC has authority to
recommend to the OCC that an enforcement action be taken with respect to a particular insured bank. If action is not taken by the OCC, the FDIC has
authority to take action under specified circumstances.
Standards for Safety and Soundness. Federal law requires each federal banking agency to prescribe certain standards for insured depository institutions
under its jurisdiction. The federal banking agencies adopted Interagency Guidelines Prescribing Standards for Safety and Soundness to implement the
safety and soundness standards required under federal law. The guidelines set forth the standards that the federal banking agencies use to identify and
address problems at insured depository institutions before capital becomes impaired. The guidelines address matters such as internal controls and
information systems, internal audit systems, credit underwriting, loan documentation, interest rate risk exposure, asset growth, compensation, fees and
benefits. A subsequent set of guidelines was issued for information security. If the OCC determines that a national bank fails to meet any standard
prescribed by the guidelines, it may require the institution to submit to the agency an acceptable plan to achieve compliance with the standard and take
other appropriate action.
Prompt Corrective Action Regulations. Federal law requires that federal bank regulators take “prompt corrective action” with respect to institutions that do
not meet minimum capital requirements. For this purpose, the law establishes five capital categories: well-capitalized, adequately capitalized,
undercapitalized, significantly undercapitalized and critically undercapitalized. The applicable OCC regulations were amended to incorporate the
previously mentioned increased regulatory capital standards that were effective January 1, 2015. Under the amended regulations, an institution is deemed to
be “well-capitalized” if it has a total risk-based capital ratio of 10.0% or greater, a Tier 1 risk-based capital ratio of 8.0% or greater, a leverage ratio of 5.0%
or greater and a common equity Tier 1 ratio of 6.5% or greater. An institution is “adequately capitalized” if it has a total risk-based capital ratio of 8.0% or
greater, a Tier 1 risk-based capital ratio of 6.0% or greater, a leverage ratio of 4.0% or greater and a common equity Tier 1 ratio of 4.5% or greater. An
institution is “undercapitalized” if it has a total risk-based capital ratio of less than 8.0%, a Tier 1 risk-based capital ratio of less than 6.0%, a leverage ratio
of less than 4.0% or a common equity Tier 1 ratio of less than 4.5%. An institution is deemed to be “significantly undercapitalized” if it has a total risk-
based capital ratio of less than 6.0%, a Tier 1 risk-based capital ratio of less than 4.0%, a leverage ratio of less than 3.0% or a common equity Tier 1 ratio of
less than 3.0%. An institution is considered to be “critically undercapitalized” if it has a ratio of tangible equity (as defined in the regulations) to total assets
that is equal to or less than 2.0%.
Table of Contents
5
The regulations provide that a capital restoration plan must be filed with the OCC within 45 days of the date a national bank receives notice that it is
“undercapitalized,” “significantly undercapitalized” or “critically undercapitalized.” Any holding company for the bank required to submit a capital
restoration plan must guarantee the lesser of an amount equal to 5.0% of the bank’s assets at the time it was notified or deemed to be undercapitalized by
the OCC, or the amount necessary to restore the bank to adequately capitalized status. This guarantee remains in place until the OCC notifies the bank that
it has maintained adequately capitalized status for each of four consecutive calendar quarters, and the OCC has the authority to require payment and collect
payment under the guarantee. Various restrictions, including as to growth and capital distributions, also apply to “undercapitalized” institutions. If an
“undercapitalized” institution fails to submit an acceptable capital plan, it is treated as “significantly undercapitalized.” “Significantly undercapitalized”
institutions must comply with one or more additional restrictions including, but not limited to, an order by the OCC to sell sufficient voting stock to
become adequately capitalized, a requirement to reduce total assets, cease receipt of deposits from correspondent banks, or dismiss officers or directors and
restrictions on interest rates paid on deposits, compensation of executive officers and capital distributions by the parent holding company. Critically
undercapitalized institutions are subject to the appointment of a receiver or conservator. The OCC may also take any one of a number of discretionary
supervisory actions against undercapitalized institutions, including the issuance of a capital directive.
At December 31, 2020, the Bank met the criteria for being considered “well-capitalized.” The previously referenced final rule establishing an elective
“community bank leverage ratio” regulatory capital requirement provides that a qualifying institution whose capital exceeds the community bank leverage
ratio and opts to use that framework will be considered “well-capitalized” for purposes of prompt corrective action.
Insurance of Deposit Accounts. The Bank’s deposits are insured up to applicable limits by the Deposit Insurance Fund of the FDIC. Deposit accounts in
the Bank are insured up to $250,000 for each separately insured depositor.
The FDIC charges insured depository institutions premiums to maintain the Deposit Insurance Fund. Under the Federal Deposit Insurance Corporation’s
risk-based assessment system, institutions deemed less risky of failure pay lower assessments. Assessments for institutions of less than $10 billion of assets
are based on financial measures and supervisory ratings derived from statistical modeling estimating the probability of an institution’s failure within three
years.
The FDIC has authority to increase insurance assessments. A significant increase in insurance premiums would likely have an adverse effect on the
operating expenses and results of operations of the Bank. The Bank cannot predict what its insurance assessment rates will be in the future.
An insured institution’s deposit insurance may be terminated by the FDIC upon an administrative finding that the institution has engaged in unsafe or
unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or regulatory
condition imposed in writing. The management of the Bank does not know of any practice, condition or violation that might lead to termination of deposit
insurance.
Prohibitions Against Tying Arrangements. National banks are prohibited, subject to some exceptions, from extending credit to or offering any other
service, or fixing or varying the consideration for such extension of credit or service, on the condition that the customer obtain some additional service from
the institution or its affiliates or not obtain services of a competitor of the institution.
Federal Reserve System. The Bank is a member of the Federal Reserve System, which consists of 12 regional Federal Reserve Banks. As a member of the
Federal Reserve System, the Bank is required to acquire and hold shares of capital stock in its regional Federal Reserve Bank, the Federal Reserve Bank of
Chicago, in specified amounts. The Bank is also required to maintain noninterest-earning reserves against its transaction accounts, such as negotiable order
of withdrawal and regular checking accounts. The balances maintained to meet the reserve requirements may be used to satisfy liquidity requirements
imposed by the OCC’s regulations. As of December 31, 2020, the Bank was in compliance with all of these requirements. The FRB also provides a backup
source of funding to depository institutions through the regional Federal Reserve Banks pursuant to section 10B of the Federal Reserve Act and Regulation
A. In general, eligible depository institutions have access to three types of discount window credit-primary credit, secondary credit, and seasonal credit. All
discount window loans must be collateralized to the satisfaction of the lending regional Federal Reserve Bank.
Federal Home Loan Bank System. The Bank is a member of the Federal Home Loan Bank System, which consists of 11 regional Federal Home Loan
Banks. The Federal Home Loan Bank System provides a central credit facility primarily for member institutions. As a member of the FHLB, the Bank is
required to acquire and hold shares of capital stock in the FHLB in specified amounts. As of December 31, 2020, the Bank was in compliance with this
requirement.
The USA PATRIOT Act and the Bank Secrecy Act
The USA PATRIOT Act and the Bank Secrecy Act require financial institutions to develop programs to detect and report money-laundering and terrorist
activities, as well as suspicious activities. The USA PATRIOT Act also gives the federal government powers to address terrorist threats through enhanced
domestic security measures, expanded surveillance powers, increased information sharing and broadened anti-money laundering requirements. The federal
banking agencies are required to take into consideration the effectiveness of controls designed to combat money-laundering activities in determining
whether to approve a merger or other acquisition application of a member institution. Accordingly, if we engage in a merger or other acquisition, our
controls designed to combat money laundering would be considered as part of the application process. In addition, non-compliance with these laws and
regulations could result in fines, penalties and other enforcement measures. We have developed policies, procedures and systems designed to comply with
these laws and regulations.
Holding Company Regulation
The Company, as a company controlling a national bank, is a bank holding company subject to regulation and supervision by, and reporting to, the FRB.
The FRB has enforcement authority over the Company and any nonbank subsidiaries. Among other things, this authority permits the FRB to restrict or
prohibit activities that are determined to be a risk to the Bank.
The Company's activities are limited to the activities permissible for bank holding companies, which generally include activities deemed by the FRB to be
closely related or a proper incident to banking or managing or controlling banks. A bank holding company that meets certain criteria may elect to be
regulated as a financial holding company and thereby engage in a broader array of financial activities, such as underwriting equity securities and insurance.
The Company has not, up to now, elected to be regulated as a financial holding company.
Federal law prohibits a bank holding company from acquiring, directly or indirectly, more than 5% of a class of voting securities of, or all or substantially
all of the assets of, another bank or bank holding company, without prior written approval of the FRB. In evaluating applications by bank holding
companies to acquire banks, the FRB considers, among other things, the financial and managerial resources and future prospects of the parties, the effect of
the acquisition on the risk to the Deposit Insurance Fund, the convenience and needs of the community, competitive factors and compliance with anti-
money laundering laws.
Table of Contents
6
Capital. Bank holding companies with greater than $3 billion in total consolidated assets are subject to consolidated regulatory capital requirements. The
asset threshold was previously $1 billion, which applied to the Company, but federal legislation required the FRB to raise the threshold to $3 billion. That
change became effective on August 30, 2018. As a result, holding companies such as the Company with less than $3 billion of assets are not subject to
consolidated capital requirements unless otherwise advised by the FRB.
Source of Strength Doctrine. The “source of strength doctrine” requires bank holding companies to provide assistance to their subsidiary depository
institutions in the event the subsidiary depository institution experiences financial difficulty. The FRB has issued regulations requiring that all bank holding
companies serve as a source of financial and managerial strength to their subsidiary depository institutions. To facilitate its ability to serve as a source of
strength for the Bank, the Company has adopted a Regulatory Capital Plan, as described earlier under "Federal Bank Regulation: Capital Requirements".
Capital Distributions. The FRB has issued a policy statement regarding the payment of dividends by bank holding companies. In general, the policy
provides that dividends should be paid only out of current earnings and only if the prospective rate of earnings retention by the holding company appears
consistent with the organization’s capital needs, asset quality and overall supervisory financial condition. Separate regulatory guidance provides for prior
consultation with Federal Reserve Bank supervisory staff concerning dividends in certain circumstances, such as where the company’s net income for the
past four quarters, net of dividends previously paid over that period, is insufficient to fully fund the dividend or the company’s overall rate of earnings
retention is inconsistent with the company’s capital needs and overall financial condition. The ability of a bank holding company to pay dividends may be
restricted if a subsidiary bank becomes undercapitalized. FRB regulatory guidance also indicates that a bank holding company should inform Federal
Reserve Bank staff prior to redeeming or repurchasing common stock or perpetual preferred stock if the bank holding company is experiencing financial
weaknesses or the repurchase or redemption would result in a net reduction, at the end of a quarter, in the amount of such equity instruments outstanding
compared with the beginning of the quarter in which the redemption or repurchase occurred. FRB regulations require prior approval for a bank holding
company to redeem equity securities if the gross consideration, when combined with net consideration paid for all such redemptions during the preceding
12 months, will equal 10% or more of the holding company’s consolidated net worth. There is an exception for bank holding companies that meet specified
qualitative criteria. These regulatory policies may affect the ability of the Company to pay dividends, repurchase shares of its common stock or otherwise
engage in capital distributions.
Change in Control Regulations
Under the Change in Bank Control Act, no person may acquire control of a bank holding company such as the Company unless the FRB has been given 60
days’ prior written notice and has not issued a notice disapproving the proposed acquisition, taking into consideration certain factors, including the
financial and managerial resources of the acquiror and the competitive effects of the acquisition. Control, as defined under federal law, means ownership,
control of or holding irrevocable proxies representing more than 25% of any class of voting stock, control in any manner of the election of a majority of the
company’s directors, or a determination by the regulator that the acquiror has the power to direct, or directly or indirectly to exercise a controlling influence
over, the management or policies of the institution.
There is a presumption of control upon the acquisition of 10% or more of a class of voting stock if the holding company involved has its shares registered
under the Securities Exchange Act of 1934, or, of the holding company involved does not have its shares registered under the Securities Exchange Act of
1934, if no other persons will own, control or hold the power to vote a greater percentage of that class of voting security after the acquisition.
The Federal Reserve Board has adopted a final rule, effective September 30, 2020, that revises its framework for determining whether a company, under the
Bank Holding Company Act, has a “controlling influence” over a bank or savings and loan holding company.
Sarbanes-Oxley Act of 2002
The Sarbanes-Oxley Act of 2002 was enacted in response to public concerns regarding corporate accountability in connection with certain accounting
scandals. The stated goals of the Sarbanes-Oxley Act are to increase corporate responsibility, to provide for enhanced penalties for accounting and auditing
improprieties at publicly traded companies, and to protect investors by improving the accuracy and reliability of corporate disclosures pursuant to the
securities laws. The Sarbanes-Oxley Act generally applies to all companies that file or are required to file periodic reports with the SEC, under the
Exchange Act.
The Sarbanes-Oxley Act includes specific additional disclosure requirements, requires the SEC and national securities exchanges to adopt extensive
additional disclosure, corporate governance and other related rules, and mandates further studies of certain issues by the SEC.
Federal Securities Laws
The Company’s common stock is registered with the SEC under the Exchange Act. The Company is subject to the information, proxy solicitation, insider
trading restrictions and other requirements of the Exchange Act.
ITEM 1A.
RISK FACTORS
An investment in our securities is subject to risks inherent in our business and the industry in which we operate. Before making an investment decision, you
should carefully consider the risks and uncertainties described below and all other information included in this report. The risks described below may
adversely affect our business, financial condition and operating results. In addition to these risks and the other risks and uncertainties described in Item 1,
“Business–Forward Looking Statements,” and Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations,” there
may be additional risks and uncertainties that are not currently known to us or that we currently deem to be immaterial that could materially and adversely
affect our business, financial condition or operating results. The value or market price of our securities could decline due to any of these identified or other
risks. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or
trends in future periods.
7
Table of Contents
Risks Related to Competitive Matters
Our future growth and success will depend on our ability to compete effectively in a highly competitive environment
We face substantial competition in all phases of our operations from a variety of different competitors. Our future growth and success will depend on our
ability to compete effectively in this highly competitive environment. To date, our competitive strategies have focused on attracting deposits in our local
markets, and growing our loan and lease portfolio by emphasizing specific commercial loan and lease products in which we have significant experience
and expertise, identifying and targeting markets in which we believe we can effectively compete with larger institutions and other competitors, and offering
competitive pricing to commercial borrowers with appropriate risk profiles. We compete for loans, leases, deposits and other financial services with other
commercial banks, thrifts, credit unions, brokerage houses, mutual funds, insurance companies, real estate conduits, mortgage brokers and specialized
finance companies. Many of our competitors offer products and services that we do not offer, and some offer loan structures and have underwriting
standards that are not as restrictive as our required loan structures and underwriting standards. Some larger competitors have substantially greater resources
and lending limits, name recognition and market presence that benefits them in attracting business. In addition, larger competitors may be able to price
loans, leases and deposits more aggressively than we do, and because of their larger capital bases, their underwriting practices for smaller loans may be
subject to less regulatory scrutiny than they would be for smaller banks. Newer competitors may be more aggressive in pricing loans, leases and deposits in
order to increase their market share. Some of the financial institutions and financial services organizations with which we compete are not subject to the
extensive regulations or taxation imposed on national banks and their holding companies. As a result, these nonbank competitors have certain advantages
over us in accessing funding and in providing various financial services.
Changes in market interest rates could adversely affect our financial condition and results of operations
Our financial condition and results of operations are significantly affected by changes in market interest rates because our assets, primarily loans and leases,
and our liabilities, primarily deposits, are monetary in nature. Our results of operations depend substantially on our net interest income, which is the
difference between the interest income that we earn on our interest-earning assets and the interest expense that we pay on our interest-bearing liabilities.
Market interest rates are affected by many factors beyond our control, including inflation, recession, unemployment, money supply, domestic and
international events, and changes in the U.S. and other financial markets. Our net interest income is affected not only by the level and direction of interest
rates, but also by the shape of the yield curve and relationships between interest sensitive instruments and key driver rates, including credit risk spreads,
and by balance sheet growth, customer loan and deposit preferences and the timing of changes in these variables which themselves are impacted by
changes in market interest rates. As a result, changes in market interest rates, and especially a decline in interest rates, can significantly affect our net
interest income as well as the fair market valuation of our assets and liabilities, particularly if they occur more quickly or to a greater extent than
anticipated.
While we take measures intended to manage the risks from changes in market interest rates, we cannot control or accurately predict changes in market rates
of interest, loan prepayments or payoffs, deposit attrition due to changes in interest rates, or be sure that our protective measures are adequate. If the interest
rates paid on deposits and other interest-bearing liabilities increase at a faster rate than the interest rates received on loans and other interest-earning assets,
our net interest income, and therefore earnings, could be adversely affected. We would also incur a higher cost of funds to retain our deposits in a rising
interest rate environment. While the higher payment amounts we would receive on adjustable-rate or variable-rate loans in a rising interest rate
environment may increase our interest income, some borrowers may be unable to afford the higher payment amounts, and this could result in a higher rate
of default. Rising interest rates also may reduce the demand for loans and the value of fixed-rate investment securities.
Consumers and businesses are increasingly using non-banks to complete their financial transactions, which could adversely affect our business
and results of operations
Technology and other changes are allowing consumers and businesses to complete financial transactions that historically have involved banks through
alternative methods. For example, the wide acceptance of Internet-based commerce and mobile device applications has resulted in a number of alternative
payment processing systems and lending platforms in which banks play only minor roles. Customers can now maintain funds in prepaid debit cards or
digital currencies, and pay bills and transfer funds directly without the direct assistance of banks. The diminishing role of banks as financial intermediaries
has resulted and could continue to result in the loss of fee income, as well as the loss of customer deposits and the related income generated from those
deposits. The loss of these revenue streams and the potential loss of lower cost deposits as a source of funds could have a material adverse effect on our
business, financial condition and results of operations.
Risks Related to our Business Strategy
New lines of business or new products and services may subject us to additional risks
From time to time, we may seek to implement new lines of business, particularly in our Equipment Finance, Commercial Finance and Treasury Services
operations, or offer new products and services within existing lines of business in our current markets or new markets. There are substantial risks and
uncertainties associated with these efforts, particularly in instances where credit risks may be volatile due to changing economic conditions. In developing
and marketing new lines of business and/or new products and services, we may invest significant time and resources. As occurred in 2020 due to the
COVID-19 pandemic with respect to certain Equipment Finance products, initial timetables for the introduction and development of new lines of business
and/or new products or services may not be achieved and price and profitability targets may not prove feasible, which could in turn have a material
negative effect on our operating results.
Table of Contents
Risks Related to the COVID-19 Pandemic
8
The continuing impacts of the novel COVID-19 outbreak, and associated governmental responses, could adversely affect our financial condition
and results of operations
In December 2019, COVID-19 was reported in China, and, in March 2020, the World Health Organization declared it a pandemic. On March 12, 2020, the
COVID-19 outbreak in the United States was declared a national emergency. The COVID-19 pandemic has caused significant economic dislocation in the
United States as many state and local governments have ordered non-essential businesses to close and residents to shelter in place at home. This has
resulted in a slow-down in economic activity and a related increase in unemployment in many markets in which we do business. In response to the
COVID-19 outbreak, the Federal Reserve Board has reduced the benchmark fed funds rate to a target range of 0% to 0.25%, and the yields on short- and
medium-term U.S. Treasury securities have declined significantly compared to December 31, 2019. Certain state and local governments and federal
agencies restrict judicial enforcement of leases or loan terms, liens and security interests, and are also requiring lenders to provide forbearance and other
relief to borrowers (e.g., waiving late payment and other fees). The federal banking agencies have encouraged financial institutions to prudently work with
affected borrowers and recently passed legislation has provided relief from reporting loan classifications due to modifications related to the COVID-19
outbreak. Certain industries have been particularly hard-hit, including the travel and hospitality industry, the restaurant industry and the retail industry.
Finally, the spread of the coronavirus has caused us to modify our business practices, including employee travel, employee work locations, and cancellation
of physical participation in meetings, events and conferences. We may take further actions as may be required by government authorities or that we
determine are in the best interests of our employees, customers and business partners.
Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the full impact of the COVID-19 outbreak on our business. The extent
and duration of such impact will depend on future developments, which are highly uncertain, including when COVID-19 can be controlled and abated and
when and how the economy may be reopened.
As a result of the COVID-19 pandemic and the related adverse local and national economic consequences, we could be subject to any of the following
risks, any of which could have a material, adverse effect on our business, financial condition, liquidity, and results of operations:
●
●
demand for our products and services may decline, making it difficult to grow assets and income;
as the result of the decline in the Federal Reserve Board’s target federal funds rate, the yield on our assets may decline to a greater extent than the
decline in our cost of interest-bearing liabilities, reducing our net interest margin and spread and reducing net income;
higher amounts of liquidity held by borrowers or depositors may continue to result in lower demand for loans and lower fee income related to deposit
account activity.
a sustained material decrease in net income or a net loss over several quarters could result in a decrease in the rate of our quarterly cash dividend;
if the economy is unable to fully reopen, and high levels of unemployment continue for an extended period of time, loan delinquencies, problem
assets, and foreclosures may increase, resulting in increased charges and reduced income;
collateral for loans, especially real estate, may decline in value, which could cause loan losses to increase;
our allowance for loan losses may have to be increased if borrowers experience financial difficulties beyond forbearance periods, which will
adversely affect our net income;
the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us;
our wealth management and trust revenues may decline with continuing market volatility;
a prolonged weakness in economic conditions resulting in a reduction of future projected earnings could result in our recording a valuation
allowance against our current outstanding deferred tax assets;
litigation, regulatory enforcement risk and reputation risk regarding our participation in the PPP and the risk that the SBA may not fund some or all
PPP loan guarantees;
the occurrence of what management would deem to be a triggering event that could, under certain circumstances, cause management to perform
impairment testing on our goodwill or core deposit and customer relationships intangibles that could result in an impairment charge being recorded
for that period, that would adversely impact our results of operations and the ability of the Bank to pay dividends to us;
we rely on third-party vendors for certain services and the unavailability of a critical service due to the COVID-19 outbreak could have an adverse
effect on us; and
Federal Deposit Insurance Corporation premiums may increase if the agency experiences additional resolution costs.
●
●
●
●
●
●
●
●
●
●
●
●
Moreover, our future success and profitability substantially depends on the management skills of our executive officers and directors, many of whom have
held officer and director positions with us for many years. The unanticipated loss or unavailability of key employees due to the pandemic could harm our
ability to operate our business or execute our business strategy. We may not be successful in finding and integrating suitable replacements or successors in
the event of key employee loss or unavailability.
Any one or a combination of the factors identified above could negatively impact our business, financial condition and results of operations and prospects.
Table of Contents
Risks Related to Operational Matters
9
We are subject to information security and operational risks relating to our use of technology and our communications and information systems,
including the risk of cyber-attack or cyber-theft
Communications and information systems are essential to the conduct of our business, as we use such systems to manage our customer relationships,
general ledger and virtually all other aspects of our business. We depend on the secure processing, storage and transmission of confidential and other
information in our data processing systems, computers, networks and communications systems. Although we take numerous protective measures and
otherwise endeavor to protect and maintain the privacy and security of confidential data, these systems may be vulnerable to unauthorized access, computer
viruses, other malicious code, cyber-attacks, cyber-theft and other events that could have a security impact. If one or more of such events were to occur, this
potentially could jeopardize confidential and other information processed and stored in, and transmitted through, our systems or otherwise cause
interruptions or malfunctions in our or our customers' operations. We may be required to expend significant additional resources to modify our protective
measures or to investigate and remediate vulnerabilities or other exposures, and we may be subject to litigation and financial losses that are not fully
covered by our insurance. Security breaches involving our network or Internet banking systems could expose us to possible liability and deter customers
from using our systems. We rely on specific software and hardware systems to provide the security and authentication necessary to protect our network and
Internet banking systems from compromises or breaches of our security measures. These precautions may not fully protect our systems from compromises
or breaches of our security measures that could result in damage to our reputation and our business. Although we perform most data processing functions
internally, we outsource certain services to third parties. If our third-party providers encounter operational difficulties or security breaches, it could affect
our ability to adequately process and account for customer transactions, which could significantly affect our business operations.
Our operations rely on numerous external vendors
We rely on numerous external vendors to provide us with products and services necessary to maintain our day-to-day operations. Accordingly, our
operations are exposed to risk that these vendors will not perform in accordance with the contracted arrangements under service level agreements. The
failure of an external vendor to perform in accordance with the contracted arrangements under service level agreements because of changes in the vendor's
organizational structure, financial condition, support for existing products and services or strategic focus or for any other reason, could be disruptive to our
operations, which in turn could have a material negative impact on our financial condition and results of operations. We also could be adversely affected to
the extent such an agreement is not renewed by the third-party vendor or is renewed on terms less favorable to us.
Our business and operations could be significantly impacted if we or our third-party vendors suffer failure or disruptions of information
processing systems, systems failures or security breaches
We have become increasingly dependent on communications, data processing and other information technology systems to manage and conduct our
business and support our day-to-day banking, investment, and trust activities, some of which are provided through third-parties. If we or our third-party
vendors encounter difficulties or become the subject of a cyber-attack on or other breach of their operational systems, data or infrastructure, or if we have
difficulty communicating with any such third-party system, our business and operations could suffer. Any failure or disruption to our systems, or those of a
third-party vendor, could impede our transaction processing, service delivery, customer relationship management, data processing, financial reporting or
risk management. Although we take ongoing monitoring, detection, and prevention measures and perform penetration testing and periodic risk
assessments, our computer systems, software and networks and those of our third-party vendors may be or become vulnerable to unauthorized access, loss
or destruction of data (including confidential client information), account takeovers, unavailability of service, computer viruses, denial of service attacks,
malicious social engineering or other malicious code, or cyber-attacks beyond what we can reasonably anticipate and such events could result in material
loss. If any of our financial, accounting or other data processing systems fail or have other significant shortcomings, we could be materially adversely
affected. Security breaches in our online banking systems could also have an adverse effect on our reputation and could subject us to possible liability.
Additionally, we could suffer disruptions to our systems or damage to our network infrastructure from events that are wholly or partially beyond our
control, such as electrical or telecommunications outages, natural disasters, widespread health emergencies or pandemics, or events arising from local or
larger scale political events, including terrorist acts. There can be no assurance that our policies, procedures and protective measures designed to prevent or
limit the effect of a failure, interruption or security breach, or the policies, procedures and protective measures of our third-party vendors, will be effective.
If significant failure, interruption or security breaches do occur in our processing systems or those of our third-party providers, we could suffer damage to
our reputation, a loss of customer business, additional regulatory scrutiny, or exposure to civil litigation, additional costs and possible financial liability. In
addition, our business is highly dependent on our ability to process, record and monitor, on a continuous basis, a large number of transactions. To do so, we
are dependent on our employees and therefore, the potential for operational risk exposure exists throughout our organization, including losses resulting
from human error. We could be materially adversely affected if one or more of our employees cause a significant operational breakdown or failure. If we
fail to maintain adequate infrastructure, systems, controls and personnel relative to our size and products and services, our ability to effectively operate our
business may be impaired and our business could be adversely affected.
Customer or employee fraud subjects us to additional operational risks
Employee errors or omissions, particularly with respect to information security controls, and employee and customer misconduct could subject us to
financial losses or regulatory sanctions and seriously harm our reputation. Our loans to businesses and individuals and our deposit relationships and related
transactions are also subject to exposure to the risk of loss due to fraud and other financial crimes. Misconduct by our employees could include concealing
unauthorized activities from us, improper or unauthorized activities on behalf of our customers or improper use of confidential information. It is not always
possible to prevent employee errors and misconduct, and the precautions we take to prevent and detect this activity may not be effective in all cases.
Employee errors could also subject us to financial claims for negligence. We have not experienced any material financial losses from employee errors,
misconduct or fraud. However, if our internal controls fail to prevent or promptly detect an occurrence, or if any resulting loss is not insured or exceeds
applicable insurance limits, it could have a material adverse effect on our financial condition and results of operations.
Table of Contents
10
If our enterprise risk management framework is not effective at mitigating risk and loss to us, we could suffer unexpected losses and our results of
operations could be materially adversely affected
Our enterprise risk management framework seeks to achieve an appropriate balance between risk and return, which is critical to optimizing stockholder
value. We have established processes and procedures intended to identify, measure, monitor, report and analyze the types of risk to which we are subject,
including credit, liquidity, operational, regulatory compliance and reputational. However, as with any risk management framework, there are inherent
limitations to our risk management strategies as there may exist, or develop in the future, risks that we have not appropriately anticipated or identified. If
our risk management framework proves ineffective, we could suffer unexpected losses and our business and results of operations could be materially
adversely affected.
We continually encounter technological change, and may have fewer resources than many of our larger competitors to continue to invest in
technological improvements
The financial services industry is undergoing rapid technological changes, with frequent introductions of new technology-driven products and services. The
effective use of technology increases efficiency and enables financial institutions to better serve customers and to reduce costs. Our future success will
depend, in part, upon our ability to address the needs of our customers by using technology to provide products and services that will satisfy customer
demands for convenience, as well as to create additional efficiencies in our operations. Many of our competitors have substantially greater resources to
invest in technological improvements. We also may not be able to effectively implement new technology-driven products and services or be successful in
marketing these products and services to our customers.
Risks Related to our Lending Activities
Our commercial real estate loans constitute a concentration of credit and thus are subject to enhanced regulatory scrutiny and require us to utilize
enhanced risk management techniques
A substantial portion of our loan portfolio is secured by real estate. Our commercial real estate loan portfolio generally consists of multi-family mortgage
loans originated in selected geographic markets and nonresidential real estate loans originated predominantly in the Chicago market. At December 31,
2020, our loan portfolio included $452.2 million in multi-family mortgage loans, or 44.8% of total loans, and $87.8 million in non-owner occupied
nonresidential real estate loans, or 8.7% of total loans. These commercial real estate loans represented 321.95% of the Bank’s $168.0 million total risk-
based capital at December 31, 2020, and thus are considered a concentration of credit for regulatory purposes. Concentrations of credit are pools of loans
whose collective performance has the potential to affect a bank negatively even if each individual transaction within the pool is soundly underwritten.
When loans in a pool are sensitive to the same economic, financial, or business development, that sensitivity, if triggered, could cause the sum of the
transactions to perform as if it were a single, large exposure. As such, concentrations of credit add a dimension of risk that compounds the risk inherent in
individual loans.
The OCC expects banks to implement board-approved policies and procedures to identify, measure, monitor, and control concentration risks, taking into
account the potential impact on earnings and capital under stressed market conditions, economic downturns, and periods of general market illiquidity as
well as normal market conditions. Enhanced risk management is required for commercial real estate concentrations exceeding 300% of total risk-based
capital. The Bank has established board-approved policies and procedures to identify, measure, monitor, control and stress test its concentrations of credit.
The Bank has taken other specific steps to mitigate concentrations of credit risk, including the establishment of concentrations of credit limits based on loan
type and geography, the maintenance of capital in excess of the minimum regulatory requirements, the establishment of appropriate underwriting standards
for specific loan types and geographic markets, active portfolio management and an emphasis on originating multi-family loans that qualify for 50% risk-
weighting under the regulatory capital rules. At December 31, 2020, $238.1 million of the Bank’s multi-family loans, or 52.6% of the Bank’s total multi-
family loan portfolio, qualified for 50% risk-weighting under the regulatory capital rules. The Bank’s earnings and capital could be materially and
adversely impacted if economic, financial, or business developments were to occur that materially and adversely impacted all or a material portion of the
Bank’s commercial real estate loans and caused them to perform as a single, large exposure.
Repayment of our commercial and commercial real estate loans typically depends on the cash flows of the borrower. If a borrower's cash flows
weaken or become uncertain, the loan may need to be classified, the collateral securing the loan may decline in value and we may need to increase
our loan loss reserves or record a charge-off
We underwrite our commercial and commercial real estate loans primarily based on the historical and expected cash flows of the borrower. Although we
consider collateral in the underwriting process, it is a secondary consideration that generally relates to the risk of loss in the event of a borrower default. We
follow the OCC's published guidance for assigning risk-ratings to loans, which emphasizes the strength of the borrower's cash flow. The OCC's loan risk-
rating guidance provides that the primary consideration in assigning risk-ratings to commercial and commercial real estate loans is the strength of the
primary source of repayment, which is defined as a sustainable source of cash under the borrower's control that is reserved, explicitly or implicitly, to cover
the debt obligation. The OCC's loan risk-rating guidance typically does not consider secondary repayment sources until the strength of the primary
repayment source weakens, and collateral values typically do not have a significant impact on a loan's risk rating until a loan is classified. Consequently, if
a borrower's cash flows weaken or become uncertain, the loan may need to be classified, whether or not the loan is performing or fully secured. In addition,
real estate appraisers typically place significant weight on the cash flows generated by income-producing real estate and the reliability of the cash flows in
performing valuations. Thus, economic or borrower-specific conditions that cause a decline in a borrower's cash flows could cause our loan classifications
to increase and the appraised value of the collateral securing our loans to decline, and require us to increase our loan loss reserves, record charge-offs, or
increase our capital levels.
Repayment of our lease loans is typically dependent on the cash flows of the lessee, which may be unpredictable, and the collateral securing these
loans may fluctuate in value
We lend money to small and mid-sized independent leasing companies to finance the debt portion of leases. A lease loan results when a leasing company
discounts the equipment rental revenue stream owed to the leasing company by a lessee. Our lease loans entail many of the same types of risks as our
commercial loans. Lease loans generally are non-recourse to the leasing company, and, consequently, our recourse is limited to the lessee and the leased
equipment. As with commercial loans secured by equipment, the equipment securing our lease loans may depreciate over time, may be difficult to appraise
and may fluctuate in value. We rely on the lessee’s continuing financial stability, rather than the value of the leased equipment, for the repayment of all
required amounts under lease loans. In the event of a default on a lease loan, the proceeds from the sale of the leased equipment may not be sufficient to
satisfy the outstanding unpaid amounts under the terms of the loan. At December 31, 2020, our lease loans totaled $325.6 million, or 32.2% of our total
loan portfolio.
Table of Contents
11
Our loan portfolio includes loans to healthcare providers, and the repayment of these loans is largely dependent upon the receipt of direct or
indirect governmental reimbursements
At December 31, 2020, we had $125.5 million of loans and unused commitments to a variety of healthcare providers, including lines of credit secured by
healthcare receivables. The repayment of these lines of credit is largely dependent on the borrower's receipt of payments and reimbursements under
Medicaid, Medicare and in some cases private insurance contracts for the services they have provided. The ability of the borrowers to service loans we
have made to them may be adversely impacted by the financial ability of the federal government or individual state governments to make direct
reimbursement payments, or, via managed care organizations operating under agreements with the federal government or individual states, to make indirect
reimbursements for the services provided. The failure of a direct or indirect payor to make reimbursements owed to the operators of these facilities, or a
significant delay in the making of such reimbursements, could adversely affect the ability of the operators of these facilities to repay their obligations to us.
In addition, changes to national health care policy involving private health insurance policies may also affect the business prospects and financial condition
or operations of commercial loan customers and commercial lessees involved in health care-related businesses.
If our allowance for loan losses is not sufficient to cover actual losses, our earnings would be adversely impacted
In the event that our loan customers do not repay their loans according to their terms, and the collateral securing the repayment of these loans is insufficient
to cover any remaining loan balance, including expenses of collecting the loan and managing and liquidating the collateral, we could experience significant
loan losses or increase our provision for loan losses or both, which could have a material adverse effect on our operating results. At December 31, 2020,
our allowance for loan losses was $7.8 million, which represented 0.77% of total loans and 634.81% of nonperforming loans as of that date. In determining
the amount of our allowance for loan losses, we rely on internal and external loan reviews, our historical experience and our evaluation of economic
conditions, among other factors. In addition, we make various estimates and assumptions about the collectability of our loan portfolio, including the
creditworthiness of our borrowers and the value of the real estate and other assets, if any, serving as collateral for the repayment of our loans. We also make
judgments concerning our legal positions and the priority of our liens and security interests in contested legal or bankruptcy proceedings, and at times, we
may lack sufficient information to establish adequate specific reserves for loans involved in such proceedings. We base these estimates, assumptions and
judgments on information that we consider reliable, but if an estimate, assumption or judgment that we make ultimately proves to be incorrect, additional
provisions to our allowance for loan losses may become necessary. In addition, our emphasis on loan and lease growth and on increasing our portfolios of
commercial business loans, as well as any future credit deterioration, including as a result of COVID-19, could require us to increase our allowance for
loan losses in the future. In addition, as an integral part of their supervisory and/or examination process, the OCC periodically reviews the methodology for
and the sufficiency of the allowance for loan losses. The OCC has the authority to require us to recognize additions to the allowance based on their
inclusion, exclusion or modification of risk factors or differences in judgments of information available to them at the time of their examination.
We extend credit to businesses pursuant to the Small Business Administration Paycheck Protection Program (PPP). We are subject to additional
credit and compliance risks related to our participation in the Paycheck Protection Program
The CARES Act included the PPP as a loan program administered through the SBA. On December 27, 2020, the Consolidated Appropriations Act, 2021
extended the PPP through March 31, 2021. Under the PPP, small businesses and other entities and individuals can apply for loans from existing SBA
lenders and other approved regulated lenders that enroll in the program, subject to detailed qualifications and eligibility criteria.
Because of the short timeframe between the passing of the CARES Act and implementation of the PPP, some of the rules and guidance relating to PPP
were issued after lenders began processing PPP applications. Also, there was and continues to be uncertainty in the laws, rules and guidance relating to the
PPP. Since the opening of the PPP, several banks have been subject to litigation regarding the procedures used in processing PPP applications, and several
banks have been subject to litigation regarding the payment of fees to agents that assisted borrowers in obtaining PPP loans. In addition, some banks and
borrowers have received negative media attention associated with PPP loans. Although we believe that we have administered the PPP in accordance with
all applicable laws, regulations and guidance, we may be exposed to litigation risk and negative media attention related to our participation in the PPP. If
any such litigation is not resolved in in our favor, it may result in significant financial liability to us or adversely affect our reputation. In addition, litigation
can be costly, regardless of its outcome. Any financial liability, litigation costs or reputational damage caused by PPP-related litigation or media attention
could have a material adverse impact on our business, financial condition, and results of operations.
The PPP has also attracted interest from federal and state enforcement authorities, oversight agencies, regulators, and U.S. Congressional committees. State
Attorneys General and other federal and state agencies may assert that they are not subject to the provisions of the CARES Act and the PPP regulations
entitling us to rely on borrower certifications, and take more aggressive action against us for alleged violations of the provisions governing the PPP, or
applicable fair lending laws or regulations. Federal and state regulators can impose or request that we consent to substantial penalties, sanctions, restrictions
and requirements if they determine there are violations of laws, rules or regulations or weaknesses or failures with respect to general standards of safety and
soundness, which could adversely affect our business, reputation, results of operation and financial condition, and thereby adversely affect your investment.
We also have potential credit risk exposure on PPP loans if the SBA determines that there is a deficiency in the manner in which we originated, funded or
serviced loans, including any issue with the eligibility of a borrower to receive a PPP loan. In the event of a loss resulting from a borrower default on a PPP
loan or a determination by the SBA that there was a deficiency in the manner in which we originated, funded or serviced a PPP loan, the SBA may deny its
liability under the guaranty, reduce the amount of the guaranty or, if the SBA has already paid under the guaranty, seek recovery of any loss related to the
deficiency from us.
We are subject to environmental liability risk associated with lending activities
A significant portion of our loan portfolio is secured by real estate, and we could become subject to environmental liabilities with respect to one or more of
these properties. During the ordinary course of business, we may foreclose on and take title to properties securing defaulted loans. In doing so, there is a
risk that hazardous or toxic substances could be found on these properties. If so, we may be liable for remediation costs, as well as for personal injury and
property damage, civil fines and criminal penalties regardless of when the hazardous conditions or toxic substances first affected any particular property.
Environmental laws may require us to incur substantial expenses to address unknown liabilities and may materially reduce the affected property’s value or
limit our ability to use or sell the affected property. In addition, future laws or more stringent interpretations or enforcement policies with respect to existing
laws may increase our exposure to environmental liability. Although we have policies and procedures to perform an environmental review before initiating
any foreclosure action on nonresidential real property, these reviews may not be sufficient to detect all potential environmental hazards. The remediation
costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect on us.
Table of Contents
Risks Related to Laws and Regulations
12
New or changing tax, accounting, and regulatory rules and interpretations could have a significant impact on our strategic initiatives, results of
operations, cash flows, and financial condition
The banking services industry is extensively regulated. In addition to regulation by our banking regulators, we also are directly subject to the requirements
of entities that set and interpret the accounting standards such as the Financial Accounting Standards Board, and indirectly subject to the actions and
interpretations of the Public Company Accounting Oversight Board, which establishes auditing and related professional practice standards for registered
public accounting firms and inspects registered firms to assess their compliance with certain laws, rules, and professional standards in public company
audits. These regulations, along with the currently existing tax, accounting, securities, insurance, and monetary laws, regulations, rules, standards, policies
and interpretations, control the methods by which financial institutions and their holding companies conduct business, engage in strategic and tax planning
and implement strategic initiatives, and govern financial reporting and disclosures. These laws, regulations, rules, standards, policies and interpretations are
constantly evolving and may change significantly over time, particularly during periods in which the composition of the U.S. Congress and the leadership
of regulatory agencies and public sector boards change due to the outcomes of national elections.
We could become subject to more stringent capital requirements, which could adversely impact our return on equity, require us to raise additional
capital, or constrain us from paying dividends or repurchasing shares
Federal regulations establish minimum capital requirements for insured depository institutions, including minimum risk-based capital and leverage ratios,
and define “capital” for calculating these ratios. The minimum capital requirements are: (i) a common equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 to
risk-based assets capital ratio of 6% (increased from 4%); (iii) a total capital ratio of 8% (unchanged from current rules); and (iv) a Tier 1 leverage ratio of
4%. Unrealized gains and losses on certain “available-for-sale” securities holdings are to be included for purposes of calculating regulatory capital
requirements unless a one-time opt-out was exercised. The Bank exercised this one-time opt-out option.
The regulations also establish a “capital conservation buffer” of 2.5% and the following minimum ratios: (i) a common equity Tier 1 capital ratio of 7%, (ii)
a Tier 1 to risk-based assets capital ratio of 8.5%, and (iii) a total capital ratio of 10.5%. An institution will be subject to limitations on paying dividends,
engaging in share repurchases, and paying discretionary bonuses if its capital level falls below the buffer amount. These limitations will establish a
maximum percentage of eligible retained income that can be utilized for such actions.
At December 31, 2020, the Bank has met all of these requirements, including the full 2.5% capital conservation buffer.
The application of these more stringent capital requirements could, among other things, result in lower returns on equity, require the raising of additional
capital, and result in regulatory actions if we were to be unable to comply with such requirements. Furthermore, the imposition of liquidity requirements in
connection with the implementation of Basel III could result in our having to lengthen the term of our funding, restructure our business models, and/or
increase our holdings of liquid assets. Implementation of changes to asset risk weightings for risk-based capital calculations, items included or deducted in
calculating regulatory capital and/or additional capital conservation buffers could result in management modifying its business strategy, and could limit our
ability to make distributions, including paying out dividends or buying back shares. Specifically, the Bank’s ability to pay dividends will be limited if it
does not have the capital conservation buffer required by the capital rules, which may limit our ability to pay dividends to stockholders. See “Supervision
and Regulation-Federal Banking Regulation-Capital Requirements.”
Non-compliance with USA PATRIOT Act, Bank Secrecy Act, or other laws and regulations could result in fines or sanctions
Financial institutions are required under the USA PATRIOT and Bank Secrecy Acts to develop programs to prevent financial institutions from being used
for money-laundering and terrorist activities. Financial institutions are also obligated to file suspicious activity reports with the U.S. Treasury Department's
Office of Financial Crimes Enforcement Network if such activities are detected. These rules also require financial institutions to establish procedures for
identifying and verifying the identity of customers seeking to open new financial accounts. Failure or the inability to comply with these regulations could
result in fines or penalties, curtailment of expansion opportunities, intervention or sanctions by regulators and costly litigation or expensive additional
controls and systems. During the last few years, several banking institutions have received large fines for non-compliance with these laws and regulations.
In addition, the U.S. Government has previously imposed laws and regulations relating to residential and consumer lending activities that create significant
new compliance burdens and financial risks. We have developed policies and continue to augment procedures and systems designed to assist in compliance
with these laws and regulations, but these policies may not be effective to provide such compliance.
Monetary policies and regulations of the Federal Reserve Board could adversely affect our business, financial condition and results of operations
In addition to being affected by general economic conditions, our earnings and growth are affected by the policies of the Federal Reserve Board. An
important function of the Federal Reserve Board is to regulate the money supply and credit conditions. Among the instruments used by the Federal Reserve
Board to implement these objectives are open market purchases and sales of U.S. government securities, adjustments of the discount rate and changes in
banks’ reserve requirements against bank deposits. These instruments are used in varying combinations to influence overall economic growth and the
distribution of credit, bank loans, investments and deposits. Their use also affects interest rates charged on loans or paid on deposits.
The monetary policies and regulations of the Federal Reserve Board have had a significant effect on the operating results of financial institutions in the past
and are expected to continue to do so in the future. The effects of such policies upon our business, financial condition and results of operations cannot be
predicted.
FDIC deposit insurance could increase in the future
The Dodd-Frank Act required the FDIC to base deposit insurance premiums on an institution's total assets minus its tangible equity instead of its deposits.
The FDIC has adopted final regulations that base assessments on a combination of financial ratios and regulatory ratings. The FDIC also revised the
assessment schedule and established adjustments that increase assessments so that the range of assessments is now 1.5 basis points to 30 basis points of
total assets less tangible equity. If there are any changes in the Bank’s financial ratios and regulatory ratings that require adjustments that increase its
assessment, or, if circumstances require the FDIC to impose additional special assessments or further increase its quarterly assessment rates, our results of
operations could be adversely impacted.
Table of Contents
Our sources of funds are limited because of our holding company structure
13
The Company is a separate legal entity from its subsidiaries and does not have significant operations of its own. Dividends from the Bank provide a
significant source of cash for the Company. The availability of dividends from the Bank is limited by various statutes and regulations. Under these statutes
and regulations, the Bank is not permitted to pay dividends on its capital stock to the Company, its sole stockholder, if the dividend would reduce the
stockholders' equity of the Bank below the amount of the liquidation account established in connection with the mutual-to-stock conversion. National banks
may pay dividends without the approval of its primary federal regulator only if they meet applicable regulatory capital requirements before and after the
payment of the dividends and total dividends do not exceed net income to date over the calendar year plus its retained net income over the preceding two
years. In addition, in accordance with its Regulatory Capital Plan, the Company expects to maintain a combination of cash, liquid assets and credit
availability equal to at least $5.0 million to facilitate its ability to serve as a source of financial strength to the Bank. If in the future, the Company utilizes
its available cash for other purposes and the Bank is unable to pay dividends to the Company, the Company may not have sufficient funds to pay dividends.
Risks Related to Economic Conditions
Adverse changes in local economic conditions and adverse conditions in an industry on which a local market in which we do business depends
could negatively affect our financial condition or results of operations
Except for our commercial equipment leasing and healthcare lending activities, which we conduct on a nationwide basis, and our multi-family lending
activities, which we conduct in selected Metropolitan Statistical Areas, including, but not limited to, the Metropolitan Statistical Areas for Chicago, Illinois,
Dallas and San Antonio, Texas, Denver, Colorado, Tampa, Florida, and Greenville-Spartanburg, South Carolina, our loan and deposit activities are
generally conducted in the Metropolitan Statistical Area for Chicago, Illinois. Our loan and deposit activities are directly affected by, and our financial
success depends on, economic conditions within the local markets in which we do business, as well as conditions in the industries on which those markets
are economically dependent. A deterioration in local economic conditions, as a result of COVID-19 or otherwise, or in the condition of an industry on
which a local market depends could adversely affect such factors as unemployment rates, business formations and expansions, housing demand, apartment
vacancy rates and real estate values in the local market, and this could result in, among other things, a decline in loan and lease demand, a reduction in the
number of creditworthy borrowers seeking loans, an increase in loan delinquencies, defaults and foreclosures, an increase in classified and nonaccrual
loans, a decrease in the value of the collateral for our loans, and a decline in the net worth and liquidity of our borrowers and guarantors. Any of these
factors could negatively affect our financial condition or results of operations.
In addition, our loan portfolio includes fixed- and adjustable-rate first mortgage loans, home equity loans and home equity lines of credit secured by one-to-
four family residential properties primarily located in the Chicago metropolitan area. Residential real estate lending is sensitive to regional and local
economic conditions that may significantly impact the ability of borrowers to meet their loan payment obligations, making loss levels difficult to predict.
Residential loans with high combined loan-to-value ratios generally are more sensitive to declining property values than those with lower combined loan-
to-value ratios and therefore may experience a higher incidence of default and severity of losses. In addition, if the borrowers sell their homes, the
borrowers may be unable to repay their loans in full from the sale proceeds. As a result, these loans may experience higher rates of delinquencies, defaults
and losses, which could in turn adversely affect our financial condition and results of operations.
The City of Chicago and the State of Illinois continue to experience significant financial difficulties, and this could adversely impact certain
borrowers and the economic vitality of the City and State
The City of Chicago and the State of Illinois are experiencing significant financial difficulties, including material pension funding shortfalls. These issues
could impact the economic vitality of the City of Chicago and the State of Illinois and the businesses operating there, encourage businesses to leave the
City of Chicago or the State of Illinois, and discourage new employers from starting or moving businesses to there. These issues could also result in delays
in the payment of accounts receivable owed to borrowers that conduct business with the State of Illinois and Medicaid payments to nursing homes and
other healthcare providers in Illinois, and impair their ability to repay their loans when due.
Risks Related to Accounting Matters
A new accounting standard may require us to increase our allowance for loan losses and may have a material adverse effect on our financial
condition and results of operations
The Financial Accounting Standards Board has adopted a new accounting standard that will be effective for the Company and the Bank for our first fiscal
year after December 15, 2022. This standard, referred to as Current Expected Credit Loss, or CECL, will require financial institutions to determine
periodic estimates of lifetime expected credit losses on loans, and recognize the expected credit losses as allowances for loan losses. This will change the
current method of providing allowances for loan losses that are probable, which may require us to increase our allowance for loan losses, and to greatly
increase the types of data we will need to collect and review to determine the appropriate level of the allowance for loan losses. Accordingly, regardless of
any actual changes to the composition or performance of our loan portfolio, the new accounting standard may require an increase in our allowance for loan
losses or expenses incurred to determine the appropriate level of the allowance for loan losses, and may therefore have a material adverse effect on our
financial condition and results of operations.
Changes in management’s estimates and assumptions may have a material impact on our consolidated financial statements and our financial
condition or operating results
In preparing periodic reports we are required to file under the Securities Exchange Act of 1934, including our consolidated financial statements, our
management is and will be required under applicable rules and regulations to make estimates and assumptions as of a specified date. These estimates and
assumptions are based on management’s best estimates and experience as of that date and are subject to substantial risk and uncertainty. Materially different
results may occur as circumstances change and additional information becomes known. Areas requiring significant estimates and assumptions by
management include our evaluation of the adequacy of our allowance for loan losses and the valuation of deferred taxes.
Table of Contents
Other Risks Related to Our Business
We are required to transition from the use of the LIBOR interest rate index
14
We have certain loans indexed to LIBOR to calculate the loan interest rate. The LIBOR index will be discontinued December 31, 2021. At this time, no
consensus exists as to what rate or rates may become acceptable alternatives to LIBOR. The implementation of a substitute index or indices for the
calculation of interest rates under our loan agreements with our borrowers may incur significant expenses in effecting the transition, may result in reduced
loan balances if borrowers do not accept the substitute index or indices, and may result in disputes or litigation with customers over the appropriateness or
comparability to LIBOR of the substitute index or indices, which could have an adverse effect on our results of operations. Additionally, since alternative
rates are calculated differently, the transition may change our market risk profile, requiring changes to risk and pricing models.
Trading activity in the Company's common stock could result in material price fluctuations
It is possible that trading activity in the Company's common stock, including short-selling, activity related to the exclusion or inclusion of the Company's
common stock in an index such as the Russell 2000, or sales by significant shareholders for any reason, could result in material price fluctuations of the
price per share of the Company's common stock. In particular, due to the increase in the value of certain common stocks currently in the Russell 2000, and
the decline in the Company's common stock price since May 2020, it is possible that the Company's common stock may be excluded from the Russell 2000
index upon the annual rebalancing of the index in the second quarter of 2021. The potential or actual exclusion of the Company's common stock from the
Russell 2000 may affect the ability of certain institutional shareholders to continue ownership of the Company's common stock within an investment fund
or portfolio linked directly or indirectly to the Russell 2000 index.
Various factors may make takeover attempts that you might want to succeed more difficult to achieve, which may affect the value of shares of our
common stock
Provisions of our articles of incorporation and bylaws, federal regulations, Maryland law and various other factors may make it more difficult for
companies or persons to acquire control of the Company without the consent of our board of directors. You may want a takeover attempt to succeed
because, for example, a potential acquirer could offer a premium over the then prevailing price of our shares of common stock. Provisions of our articles of
incorporation and bylaws also may make it difficult to remove our current board of directors or management if our board of directors opposes the removal.
We have elected to be subject to the Maryland Business Combination Act, which places restrictions on mergers and other business combinations with large
stockholders. In addition, our articles of incorporation provide that certain mergers and other similar transactions, as well as amendments to our articles of
incorporation, must be approved by stockholders owning at least two-thirds of our shares of common stock entitled to vote on the matter unless first
approved by at least two-thirds of the number of our authorized directors, assuming no vacancies. If approved by at least two-thirds of the number of our
authorized directors, assuming no vacancies, the action must still be approved by a majority of our shares entitled to vote on the matter. In addition, a
director can be removed from office, but only for cause, if such removal is approved by stockholders owning at least two-thirds of our shares of common
stock entitled to vote on the matter. However, if at least two-thirds of the number of our authorized directors, assuming no vacancies, approves the removal
of a director, the removal may be with or without cause, but must still be approved by a majority of our voting shares entitled to vote on the matter.
Additional provisions include limitations on the voting rights of any beneficial owners of more than 10% of our common stock. Our bylaws, which can
only be amended by the board of directors, also contain provisions regarding the timing, content and procedural requirements for stockholder proposals and
nominations.
Societal responses to climate change could adversely affect our business and performance, including indirectly through impacts on our customers
Concerns over the long-term impacts of climate change have led and will continue to lead to governmental efforts around the world to mitigate those
impacts. Consumers and businesses also may change their behavior on their own as a result of these concerns. We and our customers will need to respond
to new laws and regulations as well as consumer and business preferences resulting from climate change concerns. We and our customers may face cost
increases, asset value reductions, operating process changes and other issues. The impact on our customers will likely vary depending on their specific
attributes, including reliance on or role in carbon intensive activities. Among the impacts to us could be a drop in demand for our products and services,
particularly in certain sectors. In addition, we could face reductions in creditworthiness on the part of some customers or in the value of assets securing
loans. Our efforts to take these risks into account in making lending and other decisions, including by increasing our business with climate-friendly
companies, may not be effective in protecting us from the negative impact of new laws and regulations or changes in consumer or business behavior.
ITEM 1B.
UNRESOLVED STAFF COMMENTS
None.
ITEM 2.
PROPERTIES
We conduct our business at 19 banking offices located in the Chicago metropolitan area, and from a corporate office. We own our banking offices other
than our corporate office, and our Chicago-Lincoln Park and Northbrook banking offices, which are leased. We also operate six commercial credit
origination and customer service offices for the Commercial Finance, Commercial Real Estate and Equipment Finance Divisions of the Bank, all of which
are leased. We believe that all of our properties and equipment are well maintained, in good operating condition and adequate for all of our present and
anticipated needs.
We believe our facilities in the aggregate are suitable and adequate to operate our banking and related business. Additional information with respect to
premises and equipment is presented in Note 6 of "Notes to Consolidated Financial Statements" in Item 8 of this Annual Report on Form 10-K.
Table of Contents
ITEM 3.
LEGAL PROCEEDINGS
15
The Company and its subsidiaries are subject to various legal actions arising in the normal course of business. In the opinion of management, based on
currently available information, the resolution of these legal actions is not expected to have a material adverse effect on the Company’s results of
operations.
ITEM 4.
MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
OF EQUITY SECURITIES
Our shares of common stock are traded on the NASDAQ Global Select Market under the symbol “BFIN.” The approximate number of holders of record of
the Company’s common stock as of January 31, 2021 was 1,056. Certain shares of the Company’s common stock are held in “nominee” or “street” name,
and accordingly, the number of beneficial owners of such shares is not known or included in the foregoing number.
Recent Sales of Unregistered Securities
The Company had no sales of unregistered stock during the year ended December 31, 2020.
Repurchases of Equity Securities
On October 29, 2020, the Board increased the total number of shares authorized for repurchase from 5,810,755 shares to 6,210,755 shares, an increase of
400,000 shares and extended the expiration date of the Company's share repurchase authorization from October 31, 2020 to April 30, 2021. As of
December 31, 2020, the Company had repurchased 5,776,491 shares of its common stock out of the 6,210,755 shares of common stock authorized under
the current share repurchase authorization. Pursuant to the current share repurchase authorization, as of December 31, 2020, there were 434,264 shares of
common stock remaining authorized for repurchase through April 30, 2021.
Period
Total Number of
Shares Purchased
Average Price Paid
per Share
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
Maximum
Number of Shares
that May Yet be
Purchased under
the Plans or
Programs
October 1, 2020 through October 31, 2020
November 1, 2020 through November 30, 2020
December 1, 2020 through December 31, 2020
Table of Contents
ITEM 6.
SELECTED FINANCIAL DATA
48,863 $
—
6,000
54,863
16
7.40
—
8.88
48,863
—
6,000
54,863
440,264
440,264
434,264
The following information is derived from the audited consolidated financial statements of the Company. For additional information, please refer to Item 7,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the Consolidated Financial Statements of the Company
and related notes included in Item 8 of this Annual Report.
Selected Financial Condition Data:
Total assets
Loans, net
Securities, at fair value
Deposits
Borrowings
Equity
Selected Operating Data:
Interest income
Interest expense
Net interest income
Provision for (recovery of) loan losses
Net interest income after provision for (recovery of) loan
losses
Noninterest income
Noninterest expense
Income before income taxes
Income tax expense (1) (2)
Net income
Basic earnings per common share
Diluted earnings per common share
2020
At and For the Years Ended December 31,
2017
2018
(Dollars in thousands, except per share data)
2019
2016
1,596,842 $
1,002,578
23,829
1,393,544
4,000
172,930
1,488,015 $
1,168,008
60,193
1,284,757
61
174,372
1,585,325 $
1,323,793
88,179
1,352,484
21,049
187,150
1,625,558 $
1,314,651
93,383
1,340,051
60,768
197,634
1,620,037
1,312,952
107,212
1,339,390
51,069
204,780
52,875 $
6,988
45,887
55
45,832
5,366
38,438
12,760
3,597
9,163 $
0.61 $
0.61 $
65,408 $
13,217
52,191
3,825
48,366
6,172
38,641
15,897
4,225
11,672 $
0.75 $
0.75 $
61,287 $
9,217
52,070
145
51,925
14,877
40,754
26,048
6,706
19,342 $
1.11 $
1.11 $
56,179 $
6,089
50,090
(87)
50,177
6,408
40,391
16,194
7,190
9,004 $
0.49 $
0.49 $
50,928
3,970
46,958
(239)
47,197
6,545
41,542
12,200
4,698
7,502
0.40
0.39
2020
At and For the Years Ended December 31,
2017
2018
2019
2016
$
$
$
$
$
Selected Financial Ratios and Other Data:
Performance Ratios:
Return on assets (ratio of net income to average total
assets)
Return on equity (ratio of net income to average equity)
Net interest rate spread (3)
Net interest margin (4)
Efficiency ratio (5)
Noninterest expense to average total assets
Average interest-earning assets to average interest-
bearing liabilities
Dividends declared per share
Dividend payout ratio
$
Asset Quality Ratios:
Nonperforming assets to total assets (6)
Nonperforming loans to total loans
Allowance for loan losses to nonperforming loans
Allowance for loan losses to total loans
Net (charge-offs) recoveries to average loans
outstanding
Capital Ratios:
Equity to total assets at end of period
Average equity to average assets
Tier 1 leverage ratio (Bank only)
Other Data:
Number of full-service offices
Employees (full-time equivalents)
0.59%
5.27
2.91
3.09
75.00
2.48
138.79
0.40
$
65.28%
0.09%
0.12
634.81
0.77
0.77%
6.58
3.31
3.60
66.21
2.54
131.78
0.40
$
53.69%
0.07%
0.07
901.06
0.65
1.24%
9.92
3.30
3.51
60.88
2.61
133.34
0.37
$
33.34%
0.17%
0.11
558.34
0.64
0.56%
4.44
3.15
3.28
71.49
2.50
131.70
0.28
$
57.23%
0.29%
0.18
349.31
0.63
0.01
(0.37)
—
0.03
10.83%
11.23
10.10
19
210
11.72%
11.68
10.89
19
222
11.81%
12.51
11.03
19
236
12.16%
12.53
11.08
19
236
0.49%
3.60
3.19
3.28
77.64
2.72
135.09
0.21
55.07%
0.44%
0.25
246.12
0.62
(0.11)
12.64%
13.62
10.27
19
246
(1)
(2)
(3)
Income tax expense for the year ended December 31, 2020 includes a $200,000 valuation reserve related to the Company's Illinois NOL carryforward.
Income tax expense for the year ended December 31, 2017 includes a $2.5 million increase to expense related to the Tax Cuts and Job Act of 2017.
The net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities for the
period.
(4)
(5)
(6)
The net interest margin represents net interest income divided by average total interest-earning assets for the period.
The efficiency ratio represents noninterest expense divided by the sum of net interest income and noninterest income.
Nonperforming assets include nonperforming loans and other real estate owned.
Table of Contents
17
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The discussion and analysis that follows focuses on certain factors affecting our consolidated financial condition at December 31, 2020 and 2019, and our
consolidated results of operations for the two years ended December 31, 2020. Our consolidated financial statements, the related notes and the discussion
of our critical accounting policies appearing elsewhere in this Annual Report should be read in conjunction with this discussion and analysis.
Overview
2020 In Review
In 2020, the COVID-19 global pandemic and periodic local civil unrest events required rapid innovation in our operations and the adaptation of our
Business Plan to the significant changes in market conditions that occured and are now expected to continue for the foreseeable future.
As our first priority, we implemented extensive health security protocols in February 2020 for our customers and our associates in all facilities. To ensure
continuity of operations within new health security protocols, we developed and deployed new electronic transaction processing capabilities and revised
operating procedures. We also implemented additional physical security measures in response to civil unrest events in the vicinity of certain branch offices.
Beginning in March 2020, state and local government restrictions on business activity resulted in material reductions in national and local economic
activity, including a sharp increase in unemployment. To ensure appropriate credit discipline in a highly uncertain environment, we implemented revised
underwriting standards and enhanced reserve requirements for multi-family and nonresidential real estate loans. Similarly, we temporarily made
the financial qualification parameters for commercial loans and leases more stringent to adjust historical financial performance and repayment capacity for
the possibility of significant declines in revenues and maximum usage of working capital credit facilities.
In April and May of 2020, we provided loan payment forbearance arrangements to 182 borrowers with a total of $98.1 million in outstanding principal
balance. At December 31, 2020, all borrowers with a COVID-19 loan forbearance agreement were current on all scheduled loan payments, with $53,000 in
remaining deferred principal payments scheduled for repayment by June, 2021. We also extended $11.2 million in Paycheck Protection Program loans to
315 small businesses with over 2,400 employees. In response to substantial growth in core deposits resulting from the liquidity provided by the CARES
Act of 2020 fiscal stimulus and Federal Reserve Board monetary stimulus, we took various steps to reduce retail and wholesale certificate of deposit
balances.
As economic activity recovered in the third quarter of 2020, we focused our credit origination activities on our highest-quality borrowers, with a special
emphasis on originations of federal, state and local government commercial lease and commercial finance transactions. In the fourth quarter, 2020, we
continued to restore our standard commercial credit underwriting criteria, released new credit products in the Equipment Finance Division, expanded multi-
family lending operations, and commenced the expansion of Commercial Finance Division and Treasury Services products for release in 2021.
The Company ended 2020 in strong financial and operational condition. We gained momentum in our commercial credit originations and maintained our
historical asset quality and credit discipline. We also maintained operating expense discipline notwithstanding investments in the further expansion of our
commercial credit origination capabilities and the necessary expenditures for health security, physical security and information security.
Goals for 2021
Despite the adverse impacts of the coronavirus pandemic and rapid changes in market conditions during 2020, the actions we took in 2020 to expand our
commercial credit capabilities further strengthen our ability to achieve the asset generation necessary to meet our financial objectives. We will incur some
additional expenses in 2021 for personnel, marketing and technology to support these credit, business deposit and noninterest income generation activities,
but will seek to offset these costs as much as possible within our consistent operating expense discipline. In anticipation of the gradual dissipation of
COVID-19-stimulus related deposits, we will also increase our focus on the origination of core business deposit accounts balances and related noninterest
income as part of our investment in Treasury Services capabilities for Equipment Finance, Commercial Finance and nonresidential real estate borrowers.
With cautious optimism concerning recovery in both public health and economic condition in 2021, we look forward to building upon the Company’s
manifest strengths and achieving its potential in 2021 and future years.
Financial Results of Operations
We recorded net income of $9.2 million for the year ended December 31, 2020 and basic and diluted earnings per common share for the year ended
December 31, 2020 were $0.61.
Total loans declined by $165.4 million for the year ended December 31, 2020, primarily due to a $111.5 million decline in multi-family mortgage loans and
a $56.3 million decline in commercial line of credit balances resulting from COVID-19 fiscal stimulus payments to healthcare providers. Total deposits
increased by $108.8 million, primarily due to a $257.8 million increase in core retail and business deposits, partially offset by a $93.9 million decrease in
retail certificates of deposit, and a $55.2 million decrease in wholesale certificates of deposits. As a result of the changes in the loan and deposit portfolios,
the Company’s liquid assets were 31.5% of total assets at December 31, 2020.
Asset Quality and Capital Adequacy
Our asset quality remained stable in 2020. The ratio of nonperforming loans to total loans was 0.12% and the ratio of nonperforming assets to total assets
was 0.09% at December 31, 2020. Nonperforming commercial-related loans represented 0.03% of total commercial-related loans at December 31, 2020.
Our allowance for losses on loans and leases increased to 0.77% of total loans as of December 31, 2020, compared to 0.65% at December 31, 2019,
reflecting the increased inherent credit risks arising from the COVID-19 pandemic.
Our capital position remained strong with a Tier 1 leverage ratio of 10.79%. Throughout 2020, the Company maintained its quarterly dividend rate at $0.10
per common share. The Company repurchased 508,699 common shares during the year ended December 31, 2020, which represented 3.3% of the
Company’s common shares that were outstanding on December 31, 2019. The Company’s book value per share increased in 2020 by 2.6% to $11.71 per
share at December 31, 2020.
18
Table of Contents
Results of Operations
Net Income
We recorded net income of $9.2 million for the year ended December 31, 2020, compared to net income of $11.7 million for 2019. The decrease in net
income was primarily due to decreased net interest income and noninterest income. Our basic and diluted earnings per share of common stock was
$0.61 for the year ended December 31, 2020, compared to $0.75 per share of common stock for the year ended December 31, 2019.
Net Interest Income
Net interest income is our primary source of revenue. Net interest income equals the excess of interest income plus fees earned on interest-earning assets
over interest expense incurred on interest-bearing liabilities. The level of interest rates and the volume and mix of interest-earning assets and interest-
bearing liabilities impact net interest income. Interest rate spread and net interest margin are utilized to measure and explain changes in net interest income.
Interest rate spread is the difference between the yield on interest-earning assets and the rate paid for interest-bearing liabilities that fund those assets. The
net interest margin is expressed as the percentage of net interest income to average interest-earning assets. The net interest margin exceeds the interest rate
spread because noninterest-bearing sources of funds, principally noninterest-bearing demand deposits and stockholders' equity, also support interest-earning
assets.
The accounting policies underlying the recognition of interest income on loans, securities, and other interest-earning assets are included in Note 1 of “Notes
to Consolidated Financial Statements” in Item 8 of this Annual Report on Form 10-K.
Average Balance Sheets
The following table sets forth average balance sheets, average yields and costs, and certain other information. No tax-equivalent yield adjustments were
made, as the effect of these adjustments would not be material. Average balances are daily average balances. Nonaccrual loans are included in the
computation of average balances, but have been reflected in the table as loans carrying a zero yield. The yields set forth below include the effect of deferred
fees and expenses, and discounts and premiums that are amortized or accreted to interest income or expense.
Years Ended December 31,
2019
2018
2020
Interest-earning Assets:
Loans
Securities
Stock in FHLB and FRB
Other
Total interest-earning assets
Noninterest-earning assets
Total assets
Interest-bearing Liabilities:
Savings deposits
Money market accounts
NOW accounts
Certificates of deposit
Total deposits
Borrowings
Total interest-bearing liabilities
Noninterest-bearing deposits
Noninterest-bearing liabilities
Total liabilities
Equity
Total liabilities and equity
Net interest income
Net interest rate spread (1)
Net interest-earning assets (2)
Net interest margin (3)
Ratio of interest-earning assets to
interest-bearing liabilities
Average
Outstanding
Balance
$ 1,100,642
54,449
7,490
321,220
1,483,801
64,754
$ 1,548,555
$
165,733
268,222
296,612
335,938
1,066,505
2,612
1,069,117
279,407
26,121
1,374,645
173,910
$ 1,548,555
$
414,684
Interest Yield/Rate
Average
Outstanding
Balance
Interest Yield/Rate
Average
Outstanding
Balance
(Dollars in thousands)
$ 50,467
854
345
1,209
52,875
$
145
946
585
5,312
6,988
—
6,988
4.59% $ 1,257,506
79,984
1.57
7,657
4.61
103,664
0.38
1,448,811
3.56
70,808
$ 1,519,619
$ 60,568
2,082
364
2,394
65,408
4.82% $ 1,289,121
105,831
2.60
8,212
4.75
2.31
81,941
1,485,105
4.51
73,930
$ 1,559,035
$
424
2,230
1,150
9,324
13,128
89
13,217
0.09
0.35
0.20
1.58
0.65
—
0.65
$
152,567
245,730
269,856
427,044
1,095,197
4,216
1,099,413
213,946
28,774
1,342,133
177,486
$ 1,519,619
0.28
0.91
0.43
2.18
1.20
2.11
1.20
$
157,350
278,366
279,422
352,731
1,067,869
45,870
1,113,739
226,605
23,630
1,363,974
195,061
$ 1,559,035
Interest Yield/Rate
$ 57,052
2,229
428
1,578
61,287
4.43%
2.11
5.21
1.93
4.13
$
286
1,985
856
5,434
8,561
656
9,217
0.18
0.71
0.31
1.54
0.80
1.43
0.83
$ 45,887
$ 52,191
$ 52,070
2.91%
$
3.09%
349,398
3.31%
$
3.60%
371,366
3.30%
3.51%
138.79%
131.78%
133.34%
(1)
(2)
(3)
Net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.
Net interest-earning assets represents total interest-earning assets less total interest-bearing liabilities.
Net interest margin represents net interest income divided by average total interest-earning assets.
Net interest income decreased by $6.3 million, or 12.1%, to $45.9 million for the year ended December 31, 2020, from $52.2 million for the year ended
December 31, 2019. Loan interest income for the year ended December 31, 2020 includes amortized fees of $162,000 from Paycheck Protection Program
loans. The decrease in net interest income was primarily attributable to a decrease in the average yield on interest-earning assets, which was partially offset
by a decrease in the cost of interest-bearing liabilities and an increase in total average interest-earning assets. Our net interest rate spread decreased 40 basis
points to 2.91% for the year ended December 31, 2020, from 3.31% for 2019. Our net interest margin decreased 51 basis points to 3.09% for the year ended
December 31, 2020, from 3.60% for 2019. The yield on interest-earning assets decreased 95 basis points, or 21.1%, to 3.56% for the year ended
December 31, 2020, from 4.51% for 2019. The cost of interest-bearing liabilities decreased 55 basis points, or 45.8%, to 0.65% for the year ended
December 31, 2020, from 1.20% for 2019. Total average interest-earning assets increased $35.0 million to $1.484 billion for the year ended December 31,
2020, from $1.449 billion for 2019. Our average interest-bearing liabilities decreased $30.3 million to $1.069 billion for the year ended December 31,
2020, from $1.099 billion for 2019.
19
Table of Contents
Rate/Volume Analysis
The following table presents the dollar amount of changes in interest income and interest expense for the major categories of our interest-earning assets and
interest-bearing liabilities. Information is provided for each category of interest-earning assets and interest-bearing liabilities with respect to changes
attributable to changes in volume (i.e., changes in average balances multiplied by the prior-period average rate), and changes attributable to rate (i.e.,
changes in average rate multiplied by prior-period average balances). For purposes of this table, changes attributable to both rate and volume that cannot be
segregated have been allocated proportionately to the change due to volume and the change due to rate.
2020 vs. 2019
Increase (Decrease) Due to
2019 vs. 2018
Increase (Decrease) Due to
Years Ended December 31,
Volume
Rate
Total Decrease
Volume
Rate
(Dollars in thousands)
Total Increase
(Decrease)
(7,306) $
(548)
(8)
2,014
(5,848)
34
190
106
(1,752)
(25)
(1,447)
(4,401) $
(2,795) $
(680)
(11)
(3,199)
(6,685)
(313)
(1,474)
(671)
(2,260)
(64)
(4,782)
(1,903) $
(10,101) $
(1,228)
(19)
(1,185)
(12,533)
(279)
(1,284)
(565)
(4,012)
(89)
(6,229)
(6,304) $
(1,425) $
(607)
(28)
468
(1,592)
(9)
(255)
(31)
1,309
(782)
232
(1,824) $
4,941 $
460
(36)
348
5,713
147
500
325
2,581
215
3,768
1,945 $
3,516
(147)
(64)
816
4,121
138
245
294
3,890
(567)
4,000
121
$
Interest-earning assets:
Loans
Securities
Stock in FHLB and FRB
Other
Total interest-earning assets
Interest-bearing liabilities:
Savings deposits
Money market accounts
NOW accounts
Certificates of deposit
Borrowings
Total interest-bearing liabilities
Change in net interest income
$
Provision for Loan Losses
We establish provisions for loan losses, which are charged to operations in order to maintain the allowance for loan losses at a level we consider necessary
to absorb probable incurred credit losses in the loan portfolio. In determining the level of the allowance for loan losses, we consider past and current loss
experience, evaluations of real estate collateral, current economic conditions, volume and type of lending, adverse situations that may affect a borrower’s
ability to repay a loan and the levels of nonperforming and other classified loans. The amount of the allowance is based on estimates and the ultimate losses
may vary from such estimates as more information becomes available or events change. We assess the allowance for loan losses on a quarterly basis and
make provisions for loan losses in order to maintain the allowance.
A loan balance is classified as a loss and charged-off when it is confirmed that there is no readily apparent source of repayment for the portion of the loan
that is classified as loss. Confirmation can occur upon the receipt of updated third-party appraisal valuation information indicating that there is a low
probability of repayment upon sale of the collateral, the final disposition of collateral where the net proceeds are insufficient to pay the loan balance in full,
our failure to obtain possession of certain consumer-loan collateral within certain time limits specified by applicable federal regulations, the conclusion of
legal proceedings where the borrower’s obligation to repay is legally discharged (such as a Chapter 7 bankruptcy proceeding), or when it appears that
further formal collection procedures are not likely to result in net proceeds in excess of the costs to collect.
We recorded a provision for loan losses of $55,000 for the year ended December 31, 2020, compared to $3.8 million for the year ended December 31,
2019. The provision for or recovery of loan losses is a function of the allowance for loan loss methodology we use to determine the appropriate level of the
allowance for inherent loan losses after net charge-offs have been deducted. The portion of the allowance for loan losses attributable to loans collectively
evaluated for impairment increased $91,000, or 1.2%, to $7.7 million at December 31, 2020 from $7.6 million at December 31, 2019. Although the loans
collectively evaluated for impairment decreased $164.6 million, or 14.0%, to $1.007 billion at December 31, 2020 from $1.172 billion at December 31,
2019, the allowance for loan losses increased due to increased inherent credit risks arising from the COVID-19 pandemic. Net recoveries were $64,000 for
the year ended December 31, 2020, compared to net charge-offs of $4.7 million for the year ended December 31, 2019. For further analysis and
information on how we determine the appropriate level for the allowance for loan losses and analysis of credit quality, see “Critical Accounting Policies,”
“Risk Classification of Loans” and “Allowance for Loan Losses.” There were $28,000 of reserves established for loans individually evaluated for
impairment at December 31, 2020 compared to no reserves at December 31, 2019.
The 2019 net charge-offs and the related $4.0 million provision for loan losses were primarily due to a $4.4 million loss recorded on the sale of a Chicago
commercial credit exposure that experienced an unexpected deterioration in the second quarter of 2019. The sold loans were originated in 2016 to two
affiliated wholesale fuel distributors.
20
Table of Contents
Noninterest Income
Deposit service charges and fees
Loan servicing fees
Mortgage brokerage and banking fees
Gain on sale of equity securities
Loss on disposal of other assets
Trust and insurance commissions and annuities income
Earnings on bank-owned life insurance
Other
Total noninterest income
Years Ended December 31,
2019
2020
(Dollars in thousands)
Change
$
$
3,196 $
552
98
—
(5)
961
70
494
5,366 $
3,844 $
451
149
295
(44)
844
136
497
6,172 $
(648)
101
(51)
(295)
39
117
(66)
(3)
(806)
Our noninterest income decreased by $806,000, or 13.1%, to $5.4 million for the year ended December 31, 2020, from $6.2 million in 2019. Deposit
service charges and fees decreased $648,000, or 16.9%, due to reduced non-sufficient funds return charges and negative balance fees. Loan servicing fees
increased $101,000, or 22.4%, to $552,000 for the year ended December 31, 2020, from $451,000 in 2019, primarily due to increased commercial credit
facilities fees of $133,000. We recorded a gain on sale of equity securities for the year ended December 31, 2019 of $295,000. Trust and insurance
commissions and annuities income increased by $117,000, or 13.9%, to $961,000 for the year ended December 31, 2020, from $844,000 for the year
ended December 31, 2019 due to increased assets under management.
Noninterest Expense
Compensation and benefits
Office occupancy and equipment
Advertising and public relations
Information technology
Professional fees
Supplies, telephone and postage
Amortization of intangibles
Nonperforming asset management
Operations of other real estate owned
FDIC insurance premiums
Other
Total noninterest expense
Years Ended December 31,
2019
2020
(Dollars in thousands)
Change
$
$
21,323 $
7,361
564
3,194
1,356
1,232
34
146
17
348
2,863
38,438 $
21,266 $
7,075
657
3,272
1,307
1,328
61
105
52
127
3,391
38,641 $
57
286
(93)
(78)
49
(96)
(27)
41
(35)
221
(528)
(203)
Noninterest expense decreased by $203,000, or 0.5%, to $38.4 million, for the year ended December 31, 2020, from $38.6 million, for the year ended
December 31, 2019. The decrease in noninterest expense was due in substantial part to decreases in expense for advertising and public relations,
information technology, supplies, telephone and postage and other noninterest expense, offset by increases in expense for compensation and benefits and
office occupancy and equipment. Office occupancy and equipment increased $286,000, or 4.0%, to $7.4 million for the year ended December 31, 2020,
compared to $7.1 million in 2019, due primarily to increased office building expense, real estate taxes and COVID-19 cleaning and sanitation
costs, partially offset by decreased snow removal costs. Information technology expense decreased $78,000, or 2.4%, to $3.2 million for the year ended
December 31, 2020, compared to $3.3 million in 2019, primarily due to the renegotiation of contracts relating to system upgrades and cybersecurity
prevention. FDIC insurance expense increased by $221,000 to $348,000 for the year ended December 31, 2020, compared to $127,000 in 2019 due to the
receipt of the FDIC's small bank assessment credit in 2019. Other noninterest expense decreased $528,000, or 15.6%, to $2.9 million for the year ended
December 31, 2020, from $3.4 million for the year ended December 31, 2019, due to the reversal of a $116,000 reserve established for the open letters of
credit related to a loan charge-off that was recorded in the second quarter 2019, combined with a decrease in organization dues and subscriptions and
supervisory assessments. Supplies and office occupancy expense for the year ended December 31,2020 included $451,000 in expenses related to damage
and enhanced security relating to civil unrest and additional cleaning and sanitation costs related to COVID-19.
Income Taxes
For the year ended December 31, 2020 we recorded income tax expense of $3.6 million, compared to $4.2 million recorded in 2019. The effective tax rate
for the year ended December 31, 2020 was 28.18%, compared to 26.57% for the same period in 2019.
Comparison of Financial Condition at December 31, 2020 and December 31, 2019
Total assets increased $108.8 million, or 7.3%, to $1.597 billion at December 31, 2020, from $1.488 billion at December 31, 2019. The increase in total
assets was primarily due to an increase in cash and cash equivalents which were partially offset by decreases in loans receivable and securities. Net loans
decreased $165.4 million, or 14.2%, to $1.003 billion at December 31, 2020, from $1.168 billion at December 31, 2019. Securities decreased by
$36.4 million, or 60.4%, to $23.8 million at December 31, 2020, from $60.2 million at December 31, 2019, primarily due to the decrease of $33.5 million
of investments in certificates of deposit. Cash and cash equivalents increased $313.2 million to $503.5 million at December 31, 2020, from $190.3 million
at December 31, 2019.
21
Table of Contents
Our loan portfolio consists primarily of multi-family real estate, nonresidential real estate, construction and land loans, commercial loans and commercial
leases, which together totaled 95.7% of gross loans at December 31, 2020 from $1.168 billion at December 31, 2019. Net loans receivable decreased
$165.4 million, or 14.2%, to $1.003 billion at December 31, 2020. Multi-family mortgage loans decreased by $111.5 million, or 19.8%; nonresidential real
estate loans decreased $26.0 million, or 19.3%; commercial loans and leases decreased $13.3 million, or 3.2%; and one-to-four family residential mortgage
loans decreased by $14.1 million, or 25.2%. The decrease in multi-family loans was primarily due to a significant amount of loan prepayments. The loan
prepayments generated $605,000 of prepayment penalty income for the year ended December 31, 2020, compared to $568,000 of prepayment income for
2019.
Our allowance for loan losses increased by $119,000, or 1.6%, to $7.8 million at December 31, 2020, from $7.6 million at December 31, 2019. The
increase reflected net recoveries of $64,000 in 2020, and a $55,000 provision for loan losses in 2020.
Securities decreased $36.4 million, or 60.4%, to $23.8 million at December 31, 2020, from $60.2 million at December 31, 2019, due primarily to proceeds
from maturities of $77.8 million and repayments of $2.7 million on residential mortgage-backed securities and collateralized mortgage obligations. These
repayments were partially offset by investments in FDIC-insured certificates of deposit issued by other insured depository institutions of $44.1 million.
Total liabilities increased $110.3 million, or 8.4%, to $1.424 billion at December 31, 2020, from $1.314 billion at December 31, 2019, primarily due to
increases in total deposits and borrowings. Total deposits increased $108.8 million, or 8.5%, to $1.394 billion at December 31, 2020, from $1.285 billion at
December 31, 2019. Money market accounts increased $52.2 million, or 21.2% to $297.8 million at December 31, 2020, from $245.6 million at
December 31, 2019. Interest-bearing NOW accounts increased $63.8 million, or 23.4%, to $337.0 million at December 31, 2020, from $273.2 million at
December 31, 2019. Savings accounts increased $26.4 million, or 17.2%, to $179.6 million at December 31, 2020, from $153.2 million at December 31,
2019. Noninterest-bearing demand deposits increased $115.4 million, or 54.8%, to $326.2 million at December 31, 2020, from $210.8 million at
December 31, 2019. Retail certificates of deposit decreased $93.9 million, or 27.9%, to $243.1 million at December 31, 2020, from $336.9 million at
December 31, 2019. Wholesale certificates of deposit decreased $55.2 million, or 84.8%, to $9.9 million at December 31, 2020, from $65.1 million at
December 31, 2019. Core deposits (which consist of savings, money market, noninterest-bearing demand and NOW accounts) were 81.8% and 68.7% of
total deposits at December 31, 2020 and 2019, respectively.
Total stockholders’ equity was $172.9 million at December 31, 2020, compared to $174.4 million at December 31, 2019. The decrease in total
stockholders’ equity was primarily due to the combined impact of our repurchase of 508,699 shares of our common stock at a total cost of $4.6 million, and
our declaration and payment of cash dividends totaling $6.0 million, during the year ended December 31, 2020. These items were partially offset by net
income of $9.2 million that we recorded for the year ended December 31, 2020.
Securities
Our investment policy is established by our Board of Directors. The policy emphasizes safety of the investment, liquidity requirements, potential returns,
cash flow targets, and consistency with our interest rate risk management strategy.
At December 31, 2020, our mortgage-backed securities and collateralized mortgage obligations (“CMOs”) reflected in the following table were issued by
U.S. government-sponsored enterprises and agencies, Freddie Mac, Fannie Mae and Ginnie Mae, and are obligations which the federal government has
affirmed its commitment to support. All securities reflected in the table were classified as available-for-sale at December 31, 2020, 2019 and 2018.
The following table sets forth the composition, amortized cost and fair value of our securities.
Available-for-sale securities:
Securities:
Certificates of deposits
Municipal securities
Total
Mortgage-backed Securities:
$
Mortgage-backed securities - residential
CMOs and REMICs - residential
Total mortgage-backed securities
$
2020
At December 31,
2019
2018
Amortized
Cost
Fair Value
Amortized
Cost
Fair Value
Amortized
Cost
Fair Value
(In thousands)
15,117 $
402
15,519
5,826
2,193
8,019
23,538 $
2020
15,117 $
409
15,526
6,108
2,195
8,303
23,829 $
48,666 $
505
49,171
7,727
2,986
10,713
59,884 $
48,666 $
513
49,179
8,037
2,977
11,014
60,193 $
At December 31,
2019
73,507
509
74,016
10,478
3,685
14,163
88,179
73,507 $
509
74,016
10,116
3,676
13,792
87,808 $
2018
Amortized
Cost
Fair Value
Amortized
Cost
Fair Value
Amortized
Cost
Fair Value
(In thousands)
Equity Investments (1)
Visa Class B Shares
$
— $
— $
— $
— $
— $
3,427
(1)
Equity investments are included in Other Assets in the Consolidated Statements of Financial Condition.
The fair values of marketable equity securities are generally determined by quoted prices, in active markets, for each specific security. If quoted market
prices are not available for a marketable equity security, we determine its fair value based on the quoted price of a similar security traded in an active
market. The fair values of debt securities are generally determined by matrix pricing, which is a mathematical technique widely used in the industry to
value debt securities without relying exclusively on quoted prices for the specific securities, but rather by relying on the securities’ relationship to other
benchmark quoted securities. The fair value of a security is used to determine the amount of any unrealized gains or losses that must be reflected in our
other comprehensive income and the net recorded value of our securities.
We evaluate marketable investment securities with significant declines in fair value on a quarterly basis to determine whether they should be considered
other-than-temporarily impaired under current accounting guidance, which generally provides that if a security is in an unrealized loss position, whether
due to general market conditions or industry or issuer-specific factors, the holder of the securities must assess whether the impairment is other-than-
temporary.
22
Table of Contents
Portfolio Maturities and Yields
The composition and maturities of the securities portfolio and the mortgage-backed securities portfolio at December 31, 2020 are summarized in the
following table. Maturities are based on the final contractual payment dates, and do not reflect the impact of prepayments or early redemptions that may
occur. Municipal securities yields have not been adjusted to a tax-equivalent basis, as the amount is immaterial.
One Year or Less
Amortized
Cost
Weighted
Average
Yield
More than One Year
through Five Years
More than Five Years
through Ten Years
Amortized
Cost
Weighted
Average
Yield
(Dollars in thousands)
Amortized
Cost
Weighted
Average
Yield
More than Ten Years
Amortized
Cost
Weighted
Average
Yield
Securities:
Certificates of deposit
Municipal securities
$
Mortgage-backed
Securities:
Pass-through securities:
Fannie Mae
Freddie Mac
Ginnie Mae
CMOs and REMICs
Total securities
$
14,869
402
15,271
0.54% $
4.00
0.63
248
—
248
0.35% $
—
0.35
—
—
—
—% $
—
—
—
—
—
—%
—
—
—
—
—
—
—
15,271
—
—
—
—
—
0.63% $
904
—
10
161
1,075
1,323
2.75
—
2.25
1.79
2.60
2.18% $
366
9
—
—
375
375
3.77
2.22
—
—
3.73
3.73% $
1,961
345
2,231
2,032
6,569
6,569
3.15
3.17
3.26
0.46
2.36
2.36%
The Bank is a member of the Federal Reserve System as a result of its conversion to a national bank charter in 2016. The aggregate cost of our FRB
common stock as of December 31, 2020 was $4.7 million based on its par value. The Bank is also a member of the FHLB System. Members of the FHLB
System are required to hold a certain amount of common stock to qualify for membership in the FHLB System and to be eligible to borrow funds under the
FHLB’s advance program. The aggregate cost of our FHLB common stock as of December 31, 2020 was $2.8 million based on its par value. There is no
market for FRB and FHLB common stock. We purchased 4,100 shares of FHLB capital stock during 2019 and none in 2020. We redeemed no shares of
FHLB capital stock in 2020 and 2019. We purchased no shares of FRB common stock in 2020 and 2019. We redeemed 540,000 shares of FRB common
stock in 2019 and none in 2020. As a member of the FHLB, we are required to own a certain amount of stock based on the level of borrowings and other
factors, at December 31, 2020, we owned 293,100 shares of excess FHLB common stock.
The Bank, as a member of Visa USA, received 51,404 unrestricted shares of Visa, Inc. Class B common stock in connection with Visa, Inc.’s initial public
offering in 2007 and a related retroactive responsibility plan. The retroactive responsibility plan obligates all former Visa USA members to indemnify Visa
USA, in proportion to their equity interests in Visa USA, for certain litigation losses and expenses, including settlement expenses, for the lawsuits covered
by the retrospective responsibility plan. Due to the restrictions that the retrospective responsibility plan imposes on the Company’s Visa, Inc. Class B
shares, the Company had not recorded the Class B shares as an asset.
The Bank sold 25,702 shares of Visa Class B common stock in the fourth quarter of 2018 and recorded a gain of $3.6 million. For equity investments
without readily determinable fair values, when an orderly transaction for the identical or similar investment of the same issuer is identified, we use the
valuation techniques permitted under ASC 820 Fair Value to evaluate the observed transaction(s) and adjust the fair value of the equity investment. Based
on the existing transfer restriction and the uncertainty of the outcome of the Visa litigation mentioned above, the 25,702 Visa Class B shares that the
Company owned as of December 31, 2018 were recorded at $3.4 million in other assets with a corresponding gain. The Bank sold its remaining 25,702
shares of Visa Class B common stock in the first quarter of 2019 and recorded a gain of $295,000.
Loan Portfolio
We originate multi-family mortgage loans, nonresidential real estate loans, commercial loans and commercial equipment leases. In addition, we also
originate consumer loans, and purchase and sell loan participations from time-to-time. Our principal loan products are discussed in Note 4 of the "Notes to
Consolidated Financial Statements" in Item 8 of this Annual Report on Form 10-K.
The following table sets forth the composition of our loan portfolio by type of loan.
2020
Amount Percent
2019
Amount Percent
At December 31,
2018
Amount Percent
(Dollars in thousands)
2017
Amount Percent
2016
Amount Percent
$
One-to-four family
residential
Multi-family
mortgage
Nonresidential real
estate
Construction and land
Commercial loans and
41,691
4.13% $
55,750
4.75% $
70,371
5.29% $
97,814
7.40% $ 135,218
10.25%
452,241
44.78
563,750
47.99
619,870
46.56
588,383
44.52
542,887
41.15
108,658
499
405,057
10.76
0.05
40.10
134,674
—
418,343
11.46
—
35.61
152,442
172
486,800
11.45
0.01
36.57
169,971
1,358
462,628
12.86
0.10
35.00
182,152
1,302
455,602
13.81
0.09
34.53
leases
Consumer
Net deferred loan
origination costs
Allowance for loan
losses
Total loans, net
1,812
0.17
1,009,958 100.00% 1,174,728 100.00% 1,331,194 100.00% 1,321,751 100.00% 1,319,416 100.00%
1,539
1,597
2,255
2,211
0.19
0.12
0.12
0.18
371
912
1,069
1,266
1,663
(7,751)
$ 1,002,578
(7,632)
$ 1,168,008
(8,470)
$ 1,323,793
(8,366)
$ 1,314,651
(8,127)
$ 1,312,952
23
We engage in multi-family lending activities in the Chicago Metropolitan Statistical Areas and in other carefully selected Metropolitan Statistical Areas
outside of our primary lending area. At December 31, 2020, $219.9 million, or 48.6%, of our multi-family loans were in the Metropolitan Statistical Area
for Chicago, Illinois, while $63.0 million, or 13.9%, were in the Metropolitan Statistical Area for Dallas, Texas; $44.8 million, or 9.9%, were in the
Metropolitan Statistical Area for Denver, Colorado; $15.3 million, or 3.4%, were in the Metropolitan Statistical Area for Tampa, Florida; and $15.8 million,
or 3.5%, were in the Metropolitan Statistical Area for Greenville-Spartanburg, South Carolina. We engage in commercial lending and commercial
equipment finance activities on a nationwide basis
Loan Portfolio Maturities
The following table summarizes the scheduled repayments of our loan portfolio at December 31, 2020. Demand loans, loans having no stated repayment
schedule or maturity and overdraft loans are reported as being due in one year or less.
Scheduled Repayments of Loans:
One-to-four family residential
Multi-family mortgage
Nonresidential real estate
Construction and land
Commercial loans and leases
Consumer
Loans Maturing After One Year:
Predetermined (fixed) interest rates
Adjustable interest rates
Nonperforming Loans and Assets
Within One
Year
One Year
Through Five
Years
Beyond Five
Years
Total
(In thousands)
$
$
3,889 $
22,413
42,233
499
163,162
317
232,513 $
9,791 $
71,383
58,577
—
240,735
956
381,442 $
28,011 $
358,445
7,848
—
1,160
539
396,003 $
41,691
452,241
108,658
499
405,057
1,812
1,009,958
Total
$
$
321,894
455,551
777,445
We review loans on a regular basis, and generally place loans on nonaccrual status when either principal or interest is 90 days or more past due. In addition,
the Company places loans on nonaccrual status when we do not expect to receive full payment of interest or principal. Interest accrued and unpaid at the
time a loan is placed on nonaccrual status is reversed from interest income. Interest payments received on nonaccrual loans are recognized in accordance
with our significant accounting policies. Once a loan is placed on nonaccrual status, the borrower must generally demonstrate at least six months of
payment performance before the loan is eligible to return to accrual status. We may have loans classified as 90 days or more delinquent and still accruing.
Generally, we do not utilize this category of loan classification unless: (1) the loan is repaid in full shortly after the period end date; (2) the loan is well
secured and there are no asserted or pending legal barriers to its collection; or (3) the borrower has remitted all scheduled payments and is otherwise in
substantial compliance with the terms of the loan, but the processing of loan payments actually received or the renewal of the loan has not occurred for
administrative reasons. At December 31, 2019, we had one loan in this category.
We typically obtain new third-party appraisals or collateral valuations when we place a loan on nonaccrual status, conduct impairment testing or complete a
troubled debt restructuring (“TDR”) unless the existing valuation information for the collateral is sufficiently current to comply with the requirements of
our Appraisal and Collateral Valuation Policy (“ACV Policy”). We also obtain new third-party appraisals or collateral valuations when the judicial
foreclosure process concludes with respect to real estate collateral, and when we otherwise acquire actual or constructive title to real estate collateral. In
addition to third-party appraisals, we use updated valuation information based on Multiple Listing Service data, broker opinions of value, actual sales
prices of similar assets sold by us and approved sales prices in response to offers to purchase similar assets owned by us to provide interim valuation
information for consolidated financial statement and management purposes. Our ACV Policy establishes the maximum useful life of a real estate appraisal
at 18 months. Because appraisals and updated valuations utilize historical or “ask-side” data in reaching valuation conclusions, the appraised or updated
valuation may or may not reflect the actual sales price that we will receive at the time of sale.
24
Real estate appraisals may include up to three approaches to value: the sales comparison approach, the income approach (for income-producing property)
and the cost approach. Not all appraisals utilize all three approaches. Depending on the nature of the collateral and market conditions, we may emphasize
one approach over another in determining the fair value of real estate collateral. Appraisals may also contain different estimates of value based on the level
of occupancy or planned future improvements. “As-is” valuations represent an estimate of value based on current market conditions with no changes to the
use or condition of the real estate collateral. “As-stabilized” or “as-completed” valuations assume the real estate collateral will be improved to a stated
standard or achieve its highest and best use in terms of occupancy. “As-stabilized” or “as-completed” valuations may be subject to a present value
adjustment for market conditions or the schedule of improvements.
As part of the asset classification process, we develop an exit strategy for real estate collateral or OREO by assessing overall market conditions, the current
use and condition of the asset, and its highest and best use. For most income–producing real estate, we believe that investors value most highly a stable
income stream from the asset; consequently, we perform a comparative evaluation to determine whether conducting a sale on an “as-is,” “as-stabilized” or
“as-improved” basis is most likely to produce the highest net realizable value. If we determine that the “as-stabilized” or “as-improved” basis is
appropriate, we then complete the necessary improvements or tenant stabilization tasks, with the applicable time value discount and improvement expenses
incorporated into our estimates of the expected costs to sell. As of December 31, 2020, substantially all impaired real estate loan collateral and OREO were
valued on an “as-is basis.”
Estimates of the net realizable value of real estate collateral also include a deduction for the expected costs to sell the collateral or such other deductions
from the cash flows resulting from the operation and liquidation of the asset as are appropriate. For most real estate collateral subject to the judicial
foreclosure process, we apply a 10.0% deduction to the value of the asset to determine the expected costs to sell the asset. This estimate includes one year
of real estate taxes, sales commissions and miscellaneous repair and closing costs. If we receive a purchase offer that requires unbudgeted repairs, or if the
expected resolution period for the asset exceeds one year, we then include, on a case-by-case basis, the costs of the additional real estate taxes and repairs
and any other material holding costs in the expected costs to sell the collateral. For OREO, we apply a 7.0% deduction to determine the expected costs to
sell, as expenses for real estate taxes and repairs are expensed when incurred.
Nonperforming Assets Summary
The following table below sets forth the amounts and categories of our nonperforming loans and nonperforming assets.
Nonaccrual loans
One-to-four family residential
Multi-family mortgage
Nonresidential real estate
Loans past due over 90 days, still accruing - commercial
leases
Other real estate owned
One-to-four family residential
Multi-family mortgage
Nonresidential real estate
Land
Total nonperforming assets
Ratios
Nonperforming loans to total loans
Nonperforming assets to total assets
Nonperforming Assets
2020
2019
At December 31,
2018
(Dollars in thousands)
2017
2016
$
$
925
—
296
1,221
—
157
—
—
—
157
1,378
$
$
$
512
—
288
800
47
186
—
—
—
186
1,033
$
1,247
—
270
1,517
—
875
276
74
1
1,226
2,743
$
$
2,024
371
—
2,395
—
827
—
1,520
4
2,351
4,746
$
$
2,855
187
260
3,302
—
1,565
370
1,066
894
3,895
7,197
0.12%
0.09
0.07%
0.07
0.11%
0.17
0.18%
0.29
0.25%
0.44
Nonperforming assets totaled $1.4 million at December 31, 2020, and $1.0 million at December 31, 2019. One residential loan with a recorded balance of
$33,000 was transferred to OREO during the year ended December 31, 2020. We continue to experience modest quantities of defaults on residential loans
principally due either to the borrower’s personal financial condition or death, and/or deteriorated collateral value.
Loan Extensions and Modifications
Maturing loans are subject to our standard loan underwriting policies and practices. Due to the need to obtain updated borrower and guarantor financial
information, collateral information or to prepare revised loan documentation, loans in the process of renewal may appear as past due because the
information needed to underwrite a renewal of the loan is not available to us prior to the maturity date of the loan. At times, short-term administrative
extensions, which are typically 90 days in duration, are granted to facilitate proper underwriting. In general, loan modifications are subject to a risk-
adjusted pricing analysis.
Table of Contents
25
When appropriate, we evaluate loan extensions or modifications in accordance with ASC 310-40 and related federal regulatory guidance concerning TDRs
and the FFIEC workout guidance to determine the required treatment for nonaccrual status and risk classification purposes. In general, if we grant a loan
modification or extension that involves either the absence of principal amortization (other than for revolving lines of credit which are customarily granted
on interest-only terms), or if we grant a material extension of an existing loan amortization period in excess of our underwriting standards, the loan will be
placed on nonaccrual status and impairment testing conducted to determine whether a specific valuation allowance or loss classification / charge-off is
required. If the loan is well secured by an abundance of collateral and the collectability of both interest and principal is probable, the loan may remain on
accrual status, but it will be classified as a TDR due to the concession made in the loan principal amortization payment component. A loan in full
compliance with the payment requirements specified in a loan modification will not be considered as past due, but may nonetheless be placed on
nonaccrual status or be classified as a TDR, as appropriate under the circumstances.
In accordance with the FFIEC workout guidance, the Company will restructure a note into two separate notes (A/B structure), charging off the entire B
portion of the note. The A note is structured with appropriate loan-to-value and cash flow coverage ratios that provide for a high likelihood of repayment.
The A note is classified as a nonperforming note until the borrower has displayed a historical payment performance for a reasonable time prior to and
subsequent to the restructuring. A period of sustained repayment for at least six months generally is required to return the note to accrual status provided
that management has determined that the performance is reasonably expected to continue. The A note will be classified as a restructured note (either
performing or nonperforming) through the calendar year of the restructuring that the historical payment performance has been established.
Troubled Debt Restructurings
The Company had no TDRs at December 31, 2020 and 2019. Section 4013 of the CARES Act provides that a qualified loan modification is exempt by law
from classification as a TDR pursuant to US GAAP. In addition, the Revised Interagency Statement on Loan Modifications and Reporting for Financial
Institutions Working With Customers Affected by the Coronavirus (“OCC Bulletin 2020-50”) provides more limited circumstances in which a loan
modification is not subject to classification as a TDR and also defined the circumstances where the borrower’s loan is reported as current on loan payments.
Pursuant to these new capabilities, we developed several loan forbearance programs to assist borrowers with managing cash flows disrupted due to
COVID-19. For additional discussion of these programs, see Note 4 of Notes to Consolidated Financial Statements” in Item 8 of this Annual Report on
Form 10-K.
Risk Classification of Loans
Our policies, consistent with regulatory guidelines, provide for the classification of loans and other assets that are considered to be of lesser quality as
substandard, doubtful, or loss assets, or designated as special mention.
A substandard asset is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Assets so
classified must have a well-defined weakness, or weaknesses, that jeopardize the liquidation of the debt. They are characterized by the distinct possibility
that the Bank will sustain some loss if the deficiencies are not corrected. The risk-rating guidance published by the OCC clarifies that a loan with a well-
defined weakness does not have to present a probability of default for the loan to be rated substandard, and that an individual loan’s loss potential does not
have to be distinct for the loan to be rated substandard. An asset classified as doubtful has all the weaknesses inherent in one classified as substandard with
the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly
questionable and improbable. Assets classified as loss are those considered uncollectible and of such little value that their continuance as assets is not
warranted; such balances are promptly charged-off as required by applicable federal regulations. A special mention asset has potential weaknesses that
deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or
in the institution’s credit position at some future date. Special mention assets are not adversely classified and do not expose an institution to sufficient risk
to warrant adverse classification.
Based on a review of our loans at December 31, 2020, classified loans consisted of $6.5 million of performing substandard loans and $1.2 million of
nonperforming loans. As of December 31, 2020, we had $2.0 million of loans designated as special mention.
Allowance for Loan Losses
We establish provisions for loan losses, which are charged to operations in order to maintain the allowance for loan losses at a level we consider necessary
to absorb probable incurred credit losses in the loan portfolio. In determining the level of the allowance for loan losses, we consider past and current loss
experience, trends in nonaccrual loans, evaluations of real estate collateral, current economic conditions, volume and type of lending, adverse situations
that may affect a borrower’s ability to repay a loan and the levels of nonperforming and other classified loans. The amount of the allowance is based on
estimates and the ultimate losses may vary from the estimates as more information becomes available or events change.
We provide for loan losses based on the allowance method. Accordingly, all loan losses are charged to the related allowance and all recoveries are credited
to it. Additions to the allowance for loan losses are provided by charges to income based on various factors that, in our judgment, deserve current
recognition in estimating probable incurred credit losses. We review the loan portfolio on an ongoing basis and make provisions for loan losses on a
quarterly basis to maintain the allowance for loan losses in accordance with accounting principles generally accepted in the United States of America (“US
GAAP”). The allowance for loan losses consists of two components:
•
•
specific allowances established for any impaired residential non-owner occupied mortgage, multi-family mortgage, nonresidential real estate,
construction and land, commercial loans and leases for which the recorded investment in the loan exceeds the measured value of the loan; and
general allowances for loan losses for each loan class based on historical loan loss experience; and adjustments to historical loss experience
(general allowances), maintained to cover uncertainties that affect our estimate of probable incurred credit losses for each loan class.
Table of Contents
26
The adjustments to historical loss experience are based on our evaluation of several factors, including levels of, and trends in, past due and classified loans;
levels of, and trends in, charge-offs and recoveries; trends in volume and terms of loans, including any credit concentrations in the loan portfolio;
experience, and ability of lending management and other relevant staff; and national and local economic trends and conditions.
We evaluate the allowance for loan losses based upon the combined total of the specific and general components. Generally, when the loan portfolio
increases, absent other factors, the allowance for loan loss methodology results in a higher dollar amount of estimated probable incurred credit losses than
would be the case without the increase. Conversely, when the loan portfolio decreases, absent other factors, the allowance for loan loss methodology
generally results in a lower dollar amount of estimated probable losses than would be the case without the decrease.
We review our loan portfolio on an ongoing basis to determine whether any loans require classification and impairment testing in accordance with
applicable regulations and accounting principles. When we classify loans as either substandard or doubtful and in certain other cases, we review the
collateral and future cash flow projections to determine if a specific reserve is necessary. The allowance for loan losses represents amounts that have been
established to recognize incurred credit losses in the loan portfolio that are both probable and reasonably estimable at the date of the consolidated financial
statements. When we classify problem loans as loss, we charge-off such amounts.
Our calculation of the general component of the allowance for loan losses includes the FASB disclosure requirement that each loan portfolio category must
be segmented into specific loan classes (FASB Standards Update 2010-20 (ASU 210-20), “Receivables (Topic 310): Disclosures about the Credit Quality
of Financing Receivables and the Allowance for Credit Losses”). Loan class segmentation tables are presented in Note 4 of the "Notes to Consolidated
Financial Statements" in Item 8 of this Annual Report on Form 10-K. To maintain consistency, the loan class segmentation was also applied within the 12-
quarter loss history that we use to calculate the general component of the allowance for loan losses, inherent risk factor weightings were adjusted based on
our evaluation of their relevance to the new loan classes, and duplicative historical loss factors were eliminated from the loan class segmentation.
While we use the best information available to make evaluations, future adjustments to the allowance may become necessary if conditions differ
substantially from the information that we used in making the evaluations. Our determinations as to the risk classification of our loans and the amount of
our allowance for loan losses are subject to review by our regulatory agencies, which can require that we establish additional loss allowances.
Net Charge-offs and Recoveries
The following table sets forth activity in our allowance for loan losses.
Balance at beginning of year
Charge-offs
One-to-four family residential real estate
Multi-family mortgage
Nonresidential real estate
Commercial loans and leases
Consumer
Recoveries
One-to-four family residential real estate
Multi-family mortgage
Nonresidential real estate
Construction and land
Commercial loans and leases
Consumer
Net (charge-offs) recoveries
Provision for (recovery of) loan losses
Balance at end of year
2020
$
7,632
$
At or For the Years Ended December 31,
2018
2017
2019
(Dollars in thousands)
$
8,366
8,470
$
8,127
2016
$
9,691
(9)
—
—
—
(62)
(71)
37
94
—
—
4
—
135
64
55
7,751
$
(222)
—
(83)
(4,443)
(31)
(4,779)
75
31
—
—
10
—
116
(4,663)
3,825
7,632
$
(231)
(35)
(93)
(140)
(19)
(518)
206
34
—
2
234
1
477
(41)
145
8,470
$
(318)
(10)
(165)
—
(10)
(503)
145
70
17
—
596
1
829
326
(87)
$
8,366
(539)
(79)
(1,718)
—
(25)
(2,361)
321
162
200
35
316
2
1,036
(1,325)
(239)
8,127
$
Ratios
Net (charge-offs) recoveries to average loans outstanding
Allowance for loan losses to nonperforming loans
Allowance for loan losses to total loans
0.01%
(0.37)%
—%
0.03%
634.81
0.77
901.06
0.65
558.34
0.64
349.31
0.63
(0.11)%
246.12
0.62
We recorded a provision for loan losses of $55,000 in 2020, compared to $3.8 million in 2019. The provision for or recovery of loan losses is a function of
the allowance for loan loss methodology that we use to determine the appropriate level of the allowance for inherent loan losses after net charge-offs have
been deducted. The portion of the allowance for loan losses attributable to loans collectively evaluated for impairment increased $91,000, or 1.2%, to $7.7
million at December 31, 2020 from $7.6 million at December 31, 2019. The reserve established for loans individually evaluated for impairment increased
$28,000, to $28,000 at December 31, 2020, from none at December 31, 2019. Net recoveries were $64,000 for the year ended December 31, 2020 and we
had net charge-offs of $4.7 million for the year ended December 31, 2019. In 2019, we recorded a $4.4 million loss on the sale of a Chicago commercial
credit exposure that experienced an unexpected deterioration in the second quarter of 2019.
A loan balance is classified as a loss and charged-off when it is confirmed that there is no readily apparent source of repayment for the portion of the loan
that is classified as loss. Confirmation can occur upon the receipt of updated third-party appraisal valuation information indicating that there is a low
probability of repayment upon sale of the collateral, the final disposition of collateral where the net proceeds are insufficient to pay the loan balance in full,
our failure to obtain possession of certain consumer-loan collateral within certain time limits specified by applicable federal regulations, the conclusion of
legal proceedings where the borrower’s obligation to repay is legally discharged (such as a Chapter 7 bankruptcy proceeding), or when it appears that
further formal collection procedures are not likely to result in net proceeds in excess of the costs to collect.
Table of Contents
Allocation of Allowance for Loan Losses
27
The following table sets forth our allowance for loan losses allocated by loan category. The allowance for loan losses allocated to each category is not
necessarily indicative of future losses in any particular category and does not restrict the use of the allowance to absorb losses in other categories.
2020
Allowance
for Loan
Losses
Loan
Balances
by
Category
Percent
of Loans
in Each
Category
to Total
Loans
At December 31,
2019
Allowance
for Loan
Losses
Loan
Balances
by
Category
Percent
of Loans
in Each
Category
to Total
Loans
2018
Allowance
for Loan
Losses
Loan
Balances
by
Category
Percent
of Loans
in Each
Category
to Total
Loans
One-to-four family
$
518 $
41,691
4.13% $
(Dollars in thousands)
675 $
55,750
4.75% $
699 $
70,371
5.29%
residential
Multi-family mortgage
Nonresidential real estate
Construction and land
Commercial loans and
leases
Consumer
$
4,062
1,569
12
452,241
108,658
499
44.78
10.76
0.05
3,676
1,176
—
563,750
134,674
—
47.99
11.46
—
3,991
1,476
4
619,870
152,442
172
46.56
11.45
0.01
1,536
54
405,057
1,812
7,751 $ 1,009,958
40.10
0.18
100.00% $
2,065
40
418,343
2,211
7,632 $ 1,174,728
35.61
0.19
100.00% $
2,272
28
486,800
1,539
8,470 $ 1,331,194
36.57
0.12
100.00%
At December 31,
2017
2016
Allowance
for Loan
Losses
Loan
Balances
by
Category
Percent
of Loans
in Each
Category
to Total
Loans
Allowance
for Loan
Losses
(Dollars in thousands)
Percent
of Loans
in Each
Category
to Total
Loans
Loan
Balances
by
Category
$
$
850 $
3,849
1,605
32
2,012
18
97,814
588,383
169,971
1,358
462,628
1,597
8,366 $ 1,321,751
7.40% $
44.52
12.86
0.10
35.00
0.12
100.00% $
1,168 $ 135,218
542,887
3,647
182,152
1,794
1,302
32
455,602
1,447
2,255
39
8,127 $ 1,319,416
10.25%
41.15
13.81
0.09
34.53
0.17
100.00%
28
One-to-four family residential
Multi-family mortgage
Nonresidential real estate
Construction and land
Commercial loans and leases
Consumer
Table of Contents
Sources of Funds
Deposits. At December 31, 2020, our deposits totaled $1.394 billion. Interest-bearing deposits totaled $1.067 billion and noninterest-bearing demand
deposits totaled $326.2 million. NOW, savings and money market accounts totaled $814.4 million. At December 31, 2020, we had $253.0 million of
certificates of deposit outstanding, of which $188.0 million had maturities of one year or less. Although a significant portion of our certificates of deposit
are shorter-term certificates of deposit, we believe, based on historical experience and our current pricing strategy, that we will retain a significant portion
of the non-brokered accounts upon maturity.
The following table sets forth the distribution of total deposit accounts, by account type.
2020
Years Ended December 31,
2019
2018
Average
Balance Percent
Weighted
Average
Rate
Average
Balance Percent
Weighted
Average
Rate
Average
Balance Percent
Weighted
Average
Rate
(Dollars in thousands)
Noninterest-bearing
demand:
Retail
Commercial
Total noninterest-bearing
demand
Savings deposits
Money market accounts
Interest-bearing NOW
accounts
Certificates of deposit
$ 134,065
145,342
9.96%
10.80
—% $ 123,496
90,450
—
9.43%
6.91
—% $ 132,053
94,552
—
10.20%
7.30
—%
—
279,407
165,733
268,222
20.76
12.31
19.93
296,612
335,938
$ 1,345,912
22.04
24.96
100.00%
—
0.09
0.35
0.20
1.58
213,946
152,567
245,730
16.34
11.66
18.77
269,856
427,044
$ 1,309,143
20.61
32.62
100.00%
—
0.28
0.91
0.43
2.18
226,605
157,350
278,366
17.50
12.16
21.50
279,422
352,731
$ 1,294,474
21.59
27.25
100.00%
—
0.18
0.71
0.31
1.54
The following table sets forth certificates of deposit by time remaining until maturity at December 31, 2020:
Maturity
3 Months or
Less
Over 3 to 6
Months
Over 6 to 12
Months
(In thousands)
Over 12
Months
Total
Certificates of deposit less than $100,000
Certificates of deposit of $100,000 or more
Total certificates of deposit
$
$
37,169 $
36,548
73,717 $
26,969 $
20,354
47,323 $
40,046 $
26,954
67,000 $
36,741 $
28,219
64,960 $
140,925
112,075
253,000
Borrowings. Our borrowings consist primarily of Federal Home Loan Bank advances and repurchase agreements. The following table sets forth
information concerning balances and interest rates on our borrowings.
At or For the Years Ended December 31,
2019
2020
2018
Balance at end of year
Average balance during year
Maximum outstanding at any month end
Weighted average interest rate at end of year
Average interest rate during year
$
(Dollars in thousands)
61
$
4,216
20,574
$
4,000
2,612
4,000
—%
—
0.25%
2.11
21,049
45,870
60,983
2.51%
1.43
At December 31, 2020, we had the capacity to borrow an additional $315.6 million under our credit facilities with the FHLB. Furthermore, we had
unpledged securities that could be used to support in excess of $7.5 million of additional FHLB borrowings.
At December 31, 2020, we had a line of credit with the FRB. At December 31, 2020, there were no outstanding federal funds borrowings and there was no
outstanding balance on the line of credit.
On April 1,2020, the Company established a $5.0 million unsecured line of credit with a correspondent bank. Interest is payable at a rate of Prime rate
minus 0.75%. The line of credit will mature on April 1, 2021. The line of credit had no outstanding balance at December 31, 2020.
Impact of Inflation and Changing Prices
The Company’s consolidated financial statements and the related notes have been prepared in conformity with US GAAP, which generally requires the
measurement of financial position and operating results in terms of historical dollars without considering changes in the relative purchasing power of
money over time due to inflation. The impact of inflation, if any, is reflected in the increased cost of our operations. Unlike industrial companies, our assets
and liabilities are primarily monetary in nature. As a result, changes in market interest rates have a greater impact on performance than the effects of
inflation.
29
Table of Contents
Management of Interest Rate Risk
Qualitative Analysis. A significant form of market risk is interest rate risk. Interest rate risk results from timing differences in the maturity or repricing of
our assets, liabilities and off-balance-sheet contracts (i.e., forward loan commitments), the effect of loan prepayments and deposit withdrawals, the
difference in the behavior of lending and funding rates arising from the use of different indices and “yield curve risk” arising from changing rate
relationships across the spectrum of maturities for constant or variable credit risk investments. In addition to directly affecting net interest income, changes
in market interest rates can also affect the amount of new loan originations, the ability of borrowers to repay variable-rate loans, the volume of loan
prepayments and refinancings, the carrying value of investment securities classified as available-for-sale and the flow and mix of deposits.
The general objective of our interest rate risk management is to determine the appropriate level of risk given our business strategy and then manage that
risk in a manner that is consistent with our policy to reduce, to the extent possible, the exposure of our net interest income to changes in market interest
rates. Our Asset/Liability Management Committee (“ALCO”), which consists of certain members of senior management, evaluates the interest rate risk
inherent in certain assets and liabilities, our operating environment and capital and liquidity requirements, and modifies our lending, investing and deposit
gathering strategies accordingly. The Board of Directors then reviews the ALCO’s activities and strategies, the effect of those strategies on our net interest
margin, and the effect that changes in market interest rates would have on the economic value of our loan and securities portfolios as well as the intrinsic
value of our deposits and borrowings.
We actively evaluate interest rate risk in connection with our lending, investing and deposit activities. In an effort to better manage interest rate risk, we
have de-emphasized the origination of residential mortgage loans, and have increased our emphasis on the origination of nonresidential real estate loans,
multi-family mortgage loans, commercial loans and leases. In addition, depending on market interest rates and our capital and liquidity position, we
generally sell all or a portion of our longer-term, fixed-rate residential loans, usually on a servicing-retained basis. Further, we primarily invest in shorter-
duration securities, which generally have lower yields compared to longer-term investments. Shortening the average maturity of our interest-earning assets
by increasing our investments in shorter-term loans and securities, as well as loans with variable rates of interest, helps to better match the maturities and
interest rates of our assets and liabilities, thereby reducing the exposure of our net interest income to changes in market interest rates. Finally, we have
classified our entire investment portfolio as available-for-sale so as to provide flexibility in liquidity management.
We utilize a combination of analyses to monitor the Bank’s exposure to changes in interest rates. The economic value of equity analysis is a model that
estimates the change in net portfolio value (“NPV”) over a range of interest rate scenarios. NPV is the discounted present value of expected cash flows
from assets, liabilities and off-balance-sheet contracts. In calculating changes in NPV, we assume estimated loan prepayment rates, reinvestment rates and
deposit decay rates that seem most likely based on historical experience during prior interest rate changes.
Our net interest income analysis utilizes the data derived from the dynamic GAP analysis, described below, and applies several additional elements,
including actual interest rate indices and margins, contractual limitations such as interest rate floors and caps and the U.S. Treasury yield curve as of the
balance sheet date. In addition, we apply consistent parallel yield curve shifts (in both directions) to determine possible changes in net interest income if the
theoretical yield curve shifts occurred instantaneously. Net interest income analysis also adjusts the dynamic GAP repricing analysis based on changes in
prepayment rates resulting from the parallel yield curve shifts.
Our dynamic GAP analysis determines the relative balance between the repricing of assets and liabilities over multiple periods of time (ranging from
overnight to five years). Dynamic GAP analysis includes expected cash flows from loans and mortgage-backed securities, applying prepayment rates based
on the differential between the current interest rate and the market interest rate for each loan and security type. This analysis identifies mismatches in the
timing of asset and liability repricing but does not necessarily provide an accurate indicator of interest rate risk because it omits the factors incorporated
into the net interest income analysis.
Quantitative Analysis. The following table sets forth, as of December 31, 2020, the estimated changes in the Bank’s NPV and net interest income that
would result from the designated instantaneous parallel shift in the U.S. Treasury yield curve. Computations of prospective effects of hypothetical interest
rate changes are based on numerous assumptions including relative levels of market interest rates, loan prepayments and deposit decay, and should not be
relied upon as indicative of actual results.
Estimated Increse (Decrease) in NPV
Increase (Decrease) in Estimated Net
Change in Interest Rates (basis points)
Amount
Percent
Amount
Percent
Interest Income
+400
+300
+200
+100
0
-25
$
19,057
17,718
12,181
4,641
(Dollars in thousands)
10.76% $
10.00
6.87
2.62
11,840
9,118
6,089
2,940
(5,883)
(3.32)
(366)
29.27%
22.54
15.05
7.27
(0.90)
The table set forth above indicates that at December 31, 2020, in the event of an immediate 25 basis point decrease in interest rates, the Bank would be
expected to experience a 3.32% decrease in NPV and a $366,000 decrease in net interest income. In the event of an immediate 200 basis point increase in
interest rates, the Bank would be expected to experience a 6.87% increase in NPV and a $6.1 million increase in net interest income. This data does not
reflect any actions that we may undertake in response to changes in interest rates, such as changes in rates paid on certain deposit accounts based on local
competitive factors, which could reduce the actual impact on NPV and net interest income, if any.
Certain shortcomings are inherent in the methodology used in the above interest rate risk measurements. Modeling changes in NPV and net interest income
requires that we make certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest
rates. The NPV and net interest income table presented above assumes that the composition of our interest-rate-sensitive assets and liabilities existing at the
beginning of a period remains constant over the period being measured and, accordingly, the data does not reflect any actions that we may undertake in
response to changes in interest rates, such as changes in rates paid on certain deposit accounts based on local competitive factors. The table also assumes
that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration to maturity or the repricing characteristics of
specific assets and liabilities. Accordingly, although the NPV and net interest income table provides an indication of our sensitivity to interest rate changes
at a particular point in time, such measurements are not intended to and do not provide a precise forecast of the effect of changes in market interest rates on
our net interest income and will differ from actual results.
30
Liquidity Management
Liquidity Management – Bank. The overall objective of our liquidity management is to ensure the availability of sufficient cash funds to meet all financial
commitments and to take advantage of investment opportunities. We manage liquidity in order to meet deposit withdrawals on demand or at contractual
maturity, to repay borrowings as they mature, and to fund new loans and investments as opportunities arise.
Our primary sources of funds are deposits, principal and interest payments on loans and securities, and, to a lesser extent, wholesale borrowings, the
proceeds from maturing securities and short-term investments, and the proceeds from the sales of loans and securities. The scheduled amortizations of
loans and securities, as well as proceeds from borrowings, are predictable sources of funds. Other funding sources, however, such as deposit inflows,
mortgage prepayments and mortgage loan sales are greatly influenced by market interest rates, economic conditions and competition.
Our cash flows are derived from operating activities, investing activities and financing activities as reported in the Consolidated Statements of Cash Flows
in our Consolidated Financial Statements. Our primary investing activities are the origination for investment of multi-family mortgage loans, nonresidential
real estate loans, commercial loans and leases and the purchase of investment securities and mortgage-backed securities. During the years ended
December 31, 2020 and 2019, our loans originated or purchased for investment totaled $651.9 million and $793.7 million, respectively. Purchases of
securities totaled $44.1 million and $83.1 million for the years ended December 31, 2020 and 2019, respectively. These activities were funded primarily by
principal repayments on loans and securities, and the sale of securities.
During the years ended December 31, 2020 and 2019, principal repayments on loans totaled $817.4 million and $942.7 million, respectively. During the
years ended December 31, 2020 and 2019, principal repayments on securities totaled $2.7 million and $3.1 million, respectively. During the years ended
December 31, 2020 and 2019, proceeds from maturities and sales of securities totaled $77.8 million and $111.6 million, respectively. There were no sales
of loans during the year ended December 31, 2020.
Loan origination commitments totaled $31.1 million at December 31, 2020, and consisted of $23.1 million of fixed-rate loans and $8.0 million of
adjustable-rate loans. Unused lines of credit and standby letters of credit granted to customers totaled $200.2 million and $6.7 million, respectively, at
December 31, 2020. At December 31, 2020, there were no commitments to sell mortgages.
Deposit flows are generally affected by the level of market interest rates, the interest rates and other terms and conditions on deposit products offered by
our banking competitors, and other factors, including goverment fiscal stimulus payments to households and businesses. We had net deposit increases of
$108.8 million for the year ended December 31, 2020 and net deposit decreases of $67.7 million for the year ended December 31, 2019. Certificates of
deposit that are scheduled to mature in one year or less at December 31, 2020 totaled $188.0 million.
We anticipate that we will have sufficient funds available to meet current loan commitments and lines of credit and maturing certificates of deposit that are
not renewed or extended. We generally remain fully invested and may utilize additional sources of funds through FHLB advances, of which $4.0 million
was outstanding at December 31, 2020. At December 31, 2020 we had the ability to borrow an additional $315.6 million under our credit facilities with the
FHLB. Furthermore, we have unpledged securities that could be used to support borrowings in excess of $7.5 million. Finally, at December 31, 2020, we
had a line of credit available with the FRB. At December 31, 2020, there was no outstanding balance on this credit line.
Liquidity Management - Company. The liquidity needs of the Company on an unconsolidated basis consist primarily of operating expenses, dividends to
stockholders and stock repurchases. The primary sources of liquidity for the Company currently are $11.0 million of cash and cash equivalents and any
cash dividends it may receive from the Bank. On April 1, 2020, the Company established a $5.0 million unsecured line of credit with a correspondent
bank. Interest is payable at a rate of Prime rate minus 0.75%. The line of credit will mature on April 1, 2021. The line of credit had no outstanding
balance at December 31, 2020.
During 2020, we paid $4.6 million to repurchase shares of our common stock and paid $6.0 million in cash dividends to stockholders, using the dividends
received from the Bank.
As of December 31, 2020, we were not aware of any known trends, events or uncertainties that had or were reasonably likely to have a material impact on
our liquidity. As of December 31, 2020, we had no other material commitments for capital expenditures.
Capital Management
Capital Management - Bank. The overall objectives of our capital management are to ensure the availability of sufficient capital to support loan, deposit
and other asset and liability growth opportunities and to maintain capital to absorb unforeseen losses or write-downs that are inherent in the business risks
associated with the banking industry. We seek to balance the need for higher capital levels to address such unforeseen risks and the goal to achieve an
adequate return on the capital invested by our stockholders.
The Bank is subject to regulatory capital requirements administered by the federal banking agencies. The capital adequacy guidelines and prompt
corrective action regulations, involve the quantitative measurement of assets, liabilities, and certain off-balance-sheet items calculated under regulatory
accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. The failure to meet minimum capital
requirements can result in regulatory actions. The final rules implementing Basel Committee on Banking Supervision's capital guidelines for U.S. banks
(Basel III rules) became effective in 2015. The net unrealized gain or loss on available-for-sale securities is not included in computing regulatory capital.
In addition, as a result of the legislation, the federal banking agencies developed a “Community Bank Leverage Ratio” (the ratio of a bank’s tangible equity
capital to average total consolidated assets) for financial institutions with assets of less than $10 billion. A “qualifying community bank” that exceeds this
ratio will be deemed to be in compliance with all other capital and leverage requirements, including the capital requirements to be considered “well
capitalized” under Prompt Corrective Action statutes. The federal banking agencies may consider a financial institution’s risk profile when evaluating
whether it qualifies as a community bank for purposes of the capital ratio requirement. The federal banking agencies must set the minimum capital for the
new Community Bank Leverage Ratio at not less than 8% and not more than 10%. Pursuant to Section 4012 of the CARES Act and related interim final
rules, the Community Bank Leverage Ratio was 8% beginning in the second quarter and for the remainder of calendar year 2020, and will be 8.5% for
calendar year 2021, and 9% thereafter. A financial institution can elect to be subject to this new definition, and opt-out of this new definition, at any time.
As a qualified community bank, we elected to be subject to this definition beginning the second quarter of 2020. As of December 31, 2020, the Bank's
Community Bank Leverage Ratio was 10.10%.
Table of Contents
31
The prompt corrective action regulations provide five classifications, including well-capitalized, adequately capitalized, undercapitalized, significantly
undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. Adequately capitalized
institutions require regulatory approval to accept brokered deposits. If undercapitalized, a financial institution’s capital distributions, asset growth and
expansion are limited, and the submission of a capital restoration is required.
The Company and the Bank have each adopted Regulatory Capital Plans that require the Bank to maintain a Tier 1 leverage ratio of at least 7.5% and a
total risk-based capital ratio of at least 10.5%. The minimum capital ratios set forth in the Regulatory Capital Plans will be increased and other minimum
capital requirements will be established if and as necessary. In accordance with the Regulatory Capital Plans, the Bank will not pursue any acquisition or
growth opportunity, declare any dividend or conduct any stock repurchase that would cause the Bank's total risk-based capital ratio and/or its Tier 1
leverage ratio to fall below the established minimum capital levels or the capital levels required for capital adequacy plus the capital conservation buffer (“
CCB”). The minimum CCB is 2.5%. As of December 31, 2020 the Bank was well-capitalized under the regulatory framework for prompt corrective
action. There are no conditions or events that management believes have changed the Bank’s prompt corrective action capitalization category.
Capital Management - Company. Total stockholders’ equity was $172.9 million at December 31, 2020, compared to $174.4 million at December 31, 2019.
The decrease in total stockholders’ equity was primarily due to the combined impact of our repurchase of 508,699 shares of our common stock at a total
cost of $4.6 million, and our declaration and payment of cash dividends totaling $6.0 million, during the year ended December 31, 2020. These items were
partially offset by net income of $9.2 million that we recorded for the year ended December 31, 2020.
Cash Dividends. Our Board of Directors declared four quarterly cash dividends totaling $6.0 million during 2020, consisting of a cash dividend of $0.10
per share for each quarter of 2020.
Stock Repurchase Program. On October 29, 2020, the Board increased the total number of shares authorized for repurchase from 5,810,755 shares
to 6,210,755 shares, an increase of 400,000 shares and extended the expiration date of the Company's share repurchase authorization from October 31,
2020 to April 30, 2021. As of December 31, 2020, the Company had repurchased 5,776,491 shares of its common stock out of the 6,210,755 shares of
common stock authorized under the current share repurchase authorization. Pursuant to the current share repurchase authorization, as of December 31,
2020, there were 434,264 shares of common stock remaining authorized for repurchase through April 30, 2021.
Off-Balance-Sheet Arrangements and Aggregate Contractual Obligations
Commitments. As a financial services provider, we routinely are a party to various financial instruments with off-balance-sheet risks, such as commitments
to extend credit, standby letters of credit, unused lines of credit and commitments to sell loans. While these contractual obligations represent our future cash
requirements, a significant portion of commitments to extend credit may expire without being drawn upon. Such commitments are subject to the same
credit policies and approval process afforded to loans that we make. Although we consider commitments to extend credit in determining our allowance for
loan losses, at December 31, 2020, we had made no provision for losses on commitments to extend credit, and had no specific or general allowance for
losses on such commitments, as we have had no historical loss experience with commitments to extend credit and we believed that no probable and
reasonably estimable losses were inherent in our portfolio as a result of our commitments to extend credit. For additional information, see Note 13 of the
"Notes to Consolidated Financial Statements" in Item 8 of this Annual Report on Form 10-K.
Contractual Obligations. In the ordinary course of our operations, we enter into certain contractual obligations. Such obligations include operating leases
for premises and equipment.
Critical Accounting Policies
Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties, and could potentially result in materially
different results under different assumptions and conditions. We believe that the most critical accounting policies upon which our financial condition and
results of operation depend, and which involve the most complex subjective decisions or assessments, are as follows:
Allowance for Loan Losses. Arriving at an appropriate level of allowance for loan losses involves a high degree of judgment. Our allowance for loan
losses provides for probable incurred losses based upon evaluations of known and inherent risks in the loan portfolio. We review the level of the allowance
on a quarterly basis and establish the provision for loan losses based upon historical loan loss experience, the nature and volume of the loan portfolio,
information about specific borrower situations, estimated collateral values, economic conditions and other factors to assess the adequacy of the allowance
for loan losses. Among the material estimates that we must make to establish the allowance are loss exposure at default; the amount and timing of future
cash flows on affected loans; the value of collateral; and a determination of loss factors to be applied to the various elements of the loan portfolio. All of
these estimates are susceptible to significant change. Although -we believe that we use the best information available to us to establish the allowance for
loan losses, future adjustments to the allowance may be necessary if borrower financial, collateral valuation or economic conditions differ substantially
from the information and assumptions used in making the evaluation. In addition, as an integral part of their supervisory and/or examination process, our
regulatory agencies periodically review the methodology and sufficiency of the allowance for loan losses. These agencies may require us to recognize
additions to the allowance based on their inclusion, exclusion or modification of risk factors or differences in judgments of information available to them at
the time of their examination. A large loss could deplete the allowance and require increased provisions to replenish the allowance, which would negatively
affect earnings.
Income Taxes. We consider accounting for income taxes a critical accounting policy due to the subjective nature of certain estimates that are involved in
the calculation. We use the asset/liability method of accounting for income taxes in which deferred tax assets and liabilities are established for the
temporary differences between the financial reporting basis and the tax basis of our assets and liabilities. Under GAAP, a deferred tax asset valuation
allowance is required to be recognized if it is “more likely than not” that the deferred tax asset will not be realized. The determination of the realizability of
the deferred tax assets is dependent upon judgments made following management’s periodic evaluation of all available positive and negative evidence,
including prior pre-tax losses and the events or conditions that caused them, forecasts of future taxable income, and current and future economic and
business conditions.
Table of Contents
32
In assessing the realization of deferred tax assets at December 31, 2020, the Company concluded that it was more likely than not that the Company will not
realize the full benefits of deductible differences at December 31, 2020, and therefore, recorded a $200,000 valuation allowance (6.0%) of the Company's
$3.4 million in deferred State of Illinois tax assets due to declines in interest income and deposit fee income attributable to the Company’s operations in
Illinois that occurred during 2020. We determined a valuation allowance was not required for any deferred tax assets at December 31, 2019.
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
For information regarding market risk see Item 7 - “Management’s Discussion and Analysis of Financial Condition and Results of Operations -
Management of Interest Rate Risk.”
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of BankFinancial Corporation is responsible for establishing and maintaining effective internal control over financial reporting.
Management evaluates the effectiveness of internal control over financial reporting and tests for reliability of recorded financial information through a
program of ongoing internal audits. Any system of internal control, no matter how well designed, has inherent limitations, including the possibility that a
control can be circumvented or overridden and misstatements due to error or fraud may occur and not be detected. Also, because of changes in conditions,
internal control effectiveness may vary over time. Accordingly, even an effective system of internal control will provide only reasonable assurance with
respect to financial statement preparation.
The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States
of America. The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the
United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and
directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of
the Company’s assets that could have a material effect on the financial statements.
Management assessed the Company’s internal control over financial reporting as of December 31, 2020, as required by Section 404 of the Sarbanes-Oxley
Act of 2002, based on the criteria for effective internal control over financial reporting described in the “2013 Internal Control-Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission.” Based on this assessment, management concludes that, as of
December 31, 2020, the Company’s internal control over financial reporting is effective.
/s/ F. Morgan Gasior
F. Morgan Gasior
Chairman of the Board, Chief Executive Officer and President
/s/ Paul A. Cloutier
Paul A. Cloutier
Executive Vice President and Chief Financial Officer
Table of Contents
33
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors BankFinancial Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial condition of BankFinancial Corporation and Subsidiary (the Company) as of
December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows for
the years then ended, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial
statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations
and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. 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)
(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.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or
required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2)
involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion
on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical
audit matters or on the accounts or disclosures to which they relate.
Allowance for Loan Losses – General Component Qualitative Factors
As described in Notes 1 and 4 to the consolidated financial statements, the allowance for loan losses is established through a provision for loan losses and
represents an amount which, in management’s judgment, will be adequate to absorb losses in the loan portfolio. The Company’s allowance for loan losses
balance was $7.8 million at December 31, 2020 and consists of a specific and general component totaling $28 thousand and $7.7 million, respectively.
Management estimates the allowance based on loan losses believed to be inherent in the Company’s loan portfolio at the balance sheet date. The specific
component is established for any impaired residential non-owner occupied mortgage, multi-family mortgage, nonresidential real estate, construction and
land, commercial, and commercial lease loans for which the recorded investment in the loan exceeds the measured value of the loan. Management develops
the general component based on historical loan loss experience adjusted for qualitative factors not reflected in the historical loss experience. Historical loss
ratios are measured on a weighted, rolling twelve-quarter basis. The qualitative factors used by the Company include factors specific to the loan class, such
as the change in credit quality during the period, the inherent risk factor, and the concentration of risk factor, as well as national and local economic risk
factors. The adjustments for qualitative factors require a significant amount of judgment by management and involve a high degree of estimation
uncertainty.
We identified the qualitative factor component of the allowance for loan losses as a critical audit matter as auditing the underlying qualitative factors
required significant auditor judgment as amounts determined by management rely on analysis that is highly subjective and includes significant estimation
uncertainty.
Our audit procedures related to the qualitative factor component of the allowance for loan losses included the following, among others:
● We obtained an understanding of the relevant controls related to the allowance for loan losses and tested such controls for design and operating
effectiveness, including controls related to management’s establishment, review and approval of the qualitative factors, and the completeness
and accuracy of data used in determining qualitative factors.
● We evaluated the appropriateness of management’s methodology for estimating the allowance for loan losses.
● We tested the completeness and accuracy of data used by management in determining qualitative factor adjustments by agreeing them to
internal and external source data.
● We tested management’s conclusions regarding the appropriateness of the qualitative factor adjustments and agreed the impact to the allowance
for loan losses calculation.
/s/ RSM LLP
We have served as the Company's auditor since 2019
Chicago, Illinois
February 25, 2021
34
Table of Contents
BANKFINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(In thousands, except share and per share data)
Assets
Cash and due from other financial institutions
Interest-bearing deposits in other financial institutions
Cash and cash equivalents
Securities, at fair value
Loans receivable, net of allowance for loan losses: December 31, 2020, $7,751 and December 31, 2019,
$7,632
Other real estate owned, net
Stock in Federal Home Loan Bank ("FHLB") and Federal Reserve Bank ("FRB"), at cost
Premises and equipment, net
Accrued interest receivable
Bank-owned life insurance
Deferred taxes
Other assets
Total assets
Liabilities
Deposits
Noninterest-bearing
Interest-bearing
Total deposits
Borrowings
Advance payments by borrowers for taxes and insurance
Accrued interest payable and other liabilities
Total liabilities
Commitments and contingent liabilities
Stockholders’ equity
Preferred Stock, $0.01 par value, 25,000,000 shares authorized, none issued or outstanding
Common Stock, $0.01 par value, 100,000,000 shares authorized; 14,769,765 shares issued at December 31,
2020 and 15,278,464 shares issued at December 31, 2019
Additional paid-in capital
Retained earnings
Accumulated other comprehensive income
Total stockholders’ equity
Total liabilities and stockholders’ equity
Table of Contents
See accompanying notes to the consolidated financial statements
35
BANKFINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
December 31,
2020
2019
14,115 $
489,381
503,496
23,829
1,002,578
157
7,490
24,675
3,941
19,015
2,741
8,920
1,596,842 $
326,188 $
1,067,356
1,393,544
4,000
8,670
17,698
1,423,912
9,785
180,540
190,325
60,193
1,168,008
186
7,490
24,346
4,563
18,945
3,873
10,086
1,488,015
210,762
1,073,995
1,284,757
61
10,222
18,603
1,313,643
—
—
148
107,815
64,754
213
172,930
1,596,842 $
153
112,420
61,573
226
174,372
1,488,015
$
$
$
$
Interest and dividend income
Loans, including fees
Securities
Other
Total interest income
Interest expense
Deposits
Borrowings
Total interest expense
Net interest income
Provision for loan losses
Net interest income after provision for loan losses
Noninterest income
Deposit service charges and fees
Loan servicing fees
$
For the years ended December 31,
2020
2019
50,467 $
854
1,554
52,875
6,988
—
6,988
45,887
55
45,832
3,196
552
60,568
2,082
2,758
65,408
13,128
89
13,217
52,191
3,825
48,366
3,844
451
Mortgage brokerage and banking fees
Gain on sale of equity securities
Loss on disposal of other assets
Trust and insurance commissions and annuities income
Earnings on bank-owned life insurance
Other
Total noninterest income
Noninterest expense
Compensation and benefits
Office occupancy and equipment
Advertising and public relations
Information technology
Professional fees
Supplies, telephone, and postage
Amortization of intangibles
Nonperforming asset management
Operations of other real estate owned
FDIC insurance premiums
Other
Total noninterest expense
Income before income taxes
Income tax expense
Net income
Basic and diluted earnings per common share
Basic and diluted weighted average common shares outstanding
98
—
(5)
961
70
494
5,366
21,323
7,361
564
3,194
1,356
1,232
34
146
17
348
2,863
38,438
12,760
3,597
9,163 $
0.61 $
14,951,656
149
295
(44)
844
136
497
6,172
21,266
7,075
657
3,272
1,307
1,328
61
105
52
127
3,391
38,641
15,897
4,225
11,672
0.75
15,594,883
$
$
See accompanying notes to the consolidated financial statements
36
Table of Contents
BANKFINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
Net income
Unrealized holding loss on securities arising during the period
Tax effect
Comprehensive loss, net of tax
Comprehensive income
For the years ended December 31,
2020
2019
$
$
9,163 $
(18)
5
(13)
9,150 $
11,672
(62)
17
(45)
11,627
See accompanying notes to the consolidated financial statements
37
Table of Contents
BANKFINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(In thousands, except shares and per share data)
$
Balance at January 1, 2019
Net income
Other comprehensive loss, net of tax effect
Repurchase and retirement of common stock (1,203,050
shares)
Cash dividends declared on common stock ($0.40 per share)
Balance at December 31, 2019
Net income
Other comprehensive loss, net of tax effect
Repurchase and retirement of common stock (508,699 shares)
Cash dividends declared on common stock ($0.40 per share)
Balance at December 31, 2020
$
$
Common
Stock
Additional
Paid-in
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income
165 $
—
—
(12)
—
153 $
—
—
(5)
—
148 $
130,547 $
—
—
(18,127)
—
112,420 $
—
—
(4,605)
—
107,815 $
56,167 $
11,672
—
—
(6,266)
61,573 $
9,163
—
—
(5,982)
64,754 $
271 $
—
(45)
—
—
226 $
—
(13)
—
—
213 $
Total
187,150
11,672
(45)
(18,139)
(6,266)
174,372
9,163
(13)
(4,610)
(5,982)
172,930
Table of Contents
See accompanying notes to the consolidated financial statements
38
BANKFINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Cash flows from operating activities
Net income
Adjustments to reconcile to net income to net cash from operating activities
For the years ended December 31,
2020
2019
$
9,163 $
11,672
Provision for loan losses
Depreciation
Amortization of premiums and discounts on securities
Amortization of intangibles
Amortization of servicing assets
Net change in net deferred loan origination costs
Gain on sale of other real estate owned
Gain on sale of equity securities
Loss on disposal of other assets
Other real estate owned valuation adjustments
Earnings on bank-owned life insurance
Net change in:
Deferred income tax
Accrued interest receivable
Other assets
Accrued interest payable and other liabilities
Net cash from operating activities
Cash flows from investing activities
Securities
Proceeds from maturities
Proceeds from principal repayments
Proceeds from sale of equity securities
Purchases of securities
Net decrease in loans receivable
Redemption of FHLB and FRB stock
Purchase of FHLB and FRB stock
Proceeds from sale of other real estate owned
Other real estate owned capitalized expenditures
Purchase of premises and equipment, net
Net cash from investing activities
Cash flows from financing activities
Net change in:
Deposits
Borrowings
Advance payments by borrowers for taxes and insurance
Repurchase and retirement of common stock
Cash dividends paid on common stock
Net cash from (used in) financing activities
Net change in cash and cash equivalents
Beginning cash and cash equivalents
Ending cash and cash equivalents
Supplemental disclosures of cash flow information:
Interest paid
Income taxes paid
Income taxes refunded
Loans transferred to other real estate owned
Recording of right of use asset in exchange for lease obligations in other assets and other liabilities
55
1,673
6
34
78
541
(22)
—
5
—
(70)
1,137
622
1,300
(1,005)
13,517
77,762
2,691
—
(44,113)
164,666
—
—
120
(47)
(2,007)
199,072
108,787
3,939
(1,552)
(4,610)
(5,982)
100,582
313,171
190,325
503,496 $
7,035 $
191
14
33
111
3,825
1,613
8
61
85
157
(111)
(295)
44
38
(136)
2,362
389
3,864
(2,202)
21,374
107,921
3,076
3,722
(83,081)
151,501
540
(4)
1,299
—
(798)
184,176
(67,727)
(20,988)
(309)
(18,139)
(6,266)
(113,429)
92,121
98,204
190,325
13,446
349
18
186
6,694
$
$
Table of Contents
See accompanying notes to the consolidated financial statements
39
BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation: BankFinancial Corporation, a Maryland corporation headquartered in Burr Ridge, Illinois, is the owner of all of the issued and
outstanding capital stock of BankFinancial, National Association (the “Bank”). BankFinancial Corporation is a registered Bank Holding Company and its
wholly-owned bank subsidiary is operating as BankFinancial, National Association.
Principles of Consolidation: The consolidated financial statements include the accounts of and transactions of BankFinancial Corporation, the Bank, and
the Bank’s wholly-owned subsidiaries, Financial Assurance Services, Inc. and BFIN Asset Recovery Company, LLC (formerly BF Asset Recovery
Corporation) (collectively, “the Company”) and have been prepared in conformity with accounting principles generally accepted in the United States of
America (“US GAAP”). All significant intercompany accounts and transactions have been eliminated. The Company’s revenues, operating income, and
assets are primarily from the banking industry. To supplement loan originations, the Company purchases loans. The loan portfolio is concentrated in loans
that are primarily secured by real estate.
Use of Estimates: The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and
assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Although these estimates and assumptions
are based on the best available information, actual information, actual results could differ from those estimates.
COVID-19: On March 11, 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a global pandemic. The
declaration of a global pandemic indicates that almost all public commerce and related business activities must be, to varying degrees, curtailed with the
goal of decreasing the rate of new infections. The outbreak of COVID-19 has adversely impacted, and could further adversely impact, a broad range of
industries in which the Company’s customers operate and impair their ability to fulfill their financial obligations to the Company. On March 3, 2020, the
Federal Open Market Committee reduced the target federal funds rate by 50 basis points to 1.00% to 1.25%. This rate was further reduced to a target range
of 0% to 0.25% on March 16, 2020. These reductions in interest rates and other effects of the COVID-19 outbreak may adversely affect the Company’s
financial condition and results of operations. As a result of the spread of the COVID-19 coronavirus, economic uncertainties have arisen which are likely to
negatively impact net interest income and noninterest income. Other financial impacts could occur though such potential impact is unknown at this time.
Subsequent events: The Company has evaluated subsequent events for potential recognition and/or disclosures through the date the Consolidated Financial
Statements included in this Annual Report on Form 10-K were issued.
Interest-bearing Deposits in Other Financial Institutions: Interest-bearing deposits in other financial institutions maturing in less than 90 days are carried
at cost.
Cash Flows: Cash and cash equivalents include cash, deposits with other financial institutions maturing in less than 90 days, and daily federal funds sold.
Net cash flows are reported for customer loan and deposit transactions, interest bearing deposits in other financial institutions, borrowings, and advance
payments by borrowers for taxes and insurance.
Securities: 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 (loss), net of tax. Interest income includes amortization of purchase
premium or discount. Premiums and discounts on securities are amortized on the level-yield method without anticipating prepayments, except for
mortgage-backed securities where prepayments are anticipated. Gains and losses on sales are based on the amortized cost of the security sold. Declines in
the fair value of securities below their cost that are other-than-temporary are reflected as realized losses. In determining if losses are other-than-temporary,
management considers: (1) the length of time and extent that fair value has been less than cost or adjusted cost, as applicable, (2) the financial condition
and near term prospects of the issuer, and (3) whether the Company has the intent to sell the debt security or it is more likely than not that the Company
will be required to sell the debt security before the anticipated recovery.
Securities also include investments in certificates of deposit with maturities of greater than 90 days. These certificates of deposit are placed with insured
institutions for varying maturities and amounts that are fully insured by the Federal Deposit Insurance Corporation (“FDIC”).
Equity Securities: Equity securities are accounted for in accordance with ASC 321-10 Investments - Equity Securities. Our equity securities may be
classified into two categories and accounted for as follows:
•
•
Equity securities with a readily determinable fair value are reported at fair value, with unrealized gains and losses included in earnings. Any
dividends received are recorded in interest income.
Equity securities without a readily determinable fair value are reported at their cost minus impairment, if any, plus or minus changes resulting
from observable price changes in orderly transactions for the identical or similar investment of the same issuer and their impact on fair value. Any
dividends received are recorded in interest income.
The fair value of equity investments with readily determinable fair values is primarily obtained from third-party pricing services. For equity investments
without readily determinable fair values, when an orderly transaction for the identical or similar investment of the same issuer is identified, we use the
valuation techniques permitted under ASC 820 Fair Value to evaluate the observed transaction(s) and adjust the fair value of the equity investment.
ASC 321-10 also provides guidance related to accounting for impairment of equity securities without readily determinable fair values. The qualitative
assessment to determine whether impairment exists requires the use of our judgment in certain circumstances. If, after completing the qualitative
assessment we conclude an equity investment without a readily determinable fair value is impaired, a loss for the difference between the equity
investment’s carrying value and its fair value may be recognized as a reduction to noninterest income in the Consolidated Statements of Operations.
Federal Home Loan Bank (“FHLB”) Stock: The Bank is a member of the FHLB system. Members are required to own a certain amount of stock based
on the level of borrowings and other factors, and may invest in additional amounts. FHLB stock is carried at cost, classified as a restricted security, and
periodically evaluated for impairment based on ultimate recovery of par value. Both cash and stock dividends are reported as income.
40
Table of Contents
BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Federal Reserve Bank (“FRB”) Stock: The Bank is a member of its regional Federal Reserve Bank. FRB stock is carried at cost, classified as a restricted
security, and periodically evaluated for impairment based on ultimate recovery of par value. Both cash and stock dividends are reported as income.
Loans and Loan Income: Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the
principal balance outstanding, net of the allowance for loan losses, premiums and discounts on loans purchased, and net deferred loan costs. Interest income
on loans is recognized in income over the term of the loan based on the amount of principal outstanding.
Premiums and discounts associated with loans purchased are amortized over the contractual term of the loan using the level–yield method. Loan origination
fees, net of certain direct origination costs, are deferred and recognized in interest income using the level-yield method without anticipating prepayments.
Interest income is reported on the interest method. Interest income is generally discontinued at the earlier of when a loan is 90 days past due or when we do
not expect to receive full payment of interest or principal. Past due status is based on the contractual terms of the loan.
All interest accrued but not received for loans that have been placed on nonaccrual status 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 status. Once a loan is placed on nonaccrual status,
the borrower must generally demonstrate at least six months of payment performance before the loan is eligible to return to accrual status. Generally, the
Company utilizes the “90 days delinquent, still accruing” category of loan classification when: (1) the loan is repaid in full shortly after the period end date;
(2) the loan is well secured and there are no asserted or pending legal barriers to its collection; or (3) the borrower has remitted all scheduled payments and
is otherwise in substantial compliance with the terms of the loan, but the processing of payments actually received or the renewal of a loan has not occurred
for administrative reasons.
Impaired Loans: Impaired loans principally consist of nonaccrual loans and troubled debt restructurings (“TDRs”). A loan is considered impaired when,
based on current information and events, management believes that it is probable that we will be unable to collect all amounts due (both principal and
interest) according to the original contractual terms of the loan agreement. Once a loan is determined to be impaired, the amount of impairment is measured
based on the loan's observable fair value, the fair value of the underlying collateral less selling costs if the loan is collateral-dependent, or the present value
of expected future cash flows discounted at the loan's effective interest rate. If the measurement of the impaired loan is less than the recorded investment in
the loan, the bank's allowance for the impaired collateral dependent loan under ASC 310-10-35 is based on fair value (less costs to sell), but the charge-off
(the confirmed “loss”) is based on the appraised value. The remaining recorded investment in the loan after the charge-off will have a loan loss allowance
for the amount by which the estimated fair value of the collateral (less costs to sell) is less than its appraised value.
Impaired loans with specific reserves are reviewed quarterly for any changes that would affect the specific reserve. Any impaired loan for which a
determination has been made that the economic value is permanently reduced is charged-off against the allowance for loan losses to reflect its current
economic value in the period in which the determination has been made.
At the time a collateral-dependent loan is initially determined to be impaired, we review the existing collateral appraisal. If the most recent appraisal is
greater than a year old, a new appraisal is obtained on the underlying collateral. Appraisals are updated with a new independent appraisal at least annually
and are formally reviewed by our internal appraisal department upon receipt of a new appraisal. All impaired loans and their related reserves are reviewed
and updated each quarter.
Troubled Debt Restructurings: A loan is classified as a troubled debt restructuring when a borrower is experiencing financial difficulties that leads to a
restructuring of the loan, and the Company grants concessions to the borrower in the restructuring that it would not otherwise consider. These concessions
may include rate reductions, principal forgiveness, extension of maturity date and other actions intended to minimize potential losses.
In determining whether a debtor is experiencing financial difficulties, the Company considers if the debtor is in payment default or would be in payment
default in the foreseeable future without the modification, the debtor declared or is in the process of declaring bankruptcy, there is substantial doubt that the
debtor will continue as a going concern, the debtor has securities that have been or are in the process of being delisted, the debtor's entity-specific projected
cash flows will not be sufficient to service any of its debt, or the debtor cannot obtain funds from sources other than the existing creditors at a market rate
for debt with similar risk characteristics.
In determining whether the Company has granted a concession, the Company assesses, if it does not expect to collect all amounts due, whether the current
value of the collateral will satisfy the amounts owed, whether additional collateral or guarantees from the debtor will serve as adequate compensation for
other terms of the restructuring, and whether the debtor otherwise has access to funds at a market rate for debt with similar risk characteristics.
Periodically, the Company will restructure a note into two separate notes (A/B structure), charging off the entire B portion of the note. The A note is
structured with appropriate loan-to-value and cash flow coverage ratios that provide for a high likelihood of repayment. The A note is classified as a
nonperforming note until the borrower has displayed a historical payment performance for a reasonable time prior to and subsequent to the restructuring. A
period of sustained repayment for at least six months generally is required to return the note to accrual status provided that management has determined that
the performance is reasonably expected to continue. The A note will be classified as a restructured note (either performing or nonperforming) through the
calendar year of the restructuring that the historical payment performance has been established.
Allowance for Loan Losses: The Company establishes provisions for loan losses, which are charged to the Company’s results of operations to maintain the
allowance for loan losses to absorb probable incurred credit losses in the loan portfolio. In determining the level of the allowance for loan losses, the
Company considers past and current loss experience, trends in classified loans, evaluations of real estate collateral, current economic conditions, volume
and type of lending, adverse situations that may affect a borrower’s ability to repay a loan and the levels of nonperforming and other classified loans. The
amount of the allowance is based on estimates and the ultimate losses may vary from the estimates as more information becomes available or events
change.
41
Table of Contents
BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
The Company provides for loan losses based on the allowance method. Accordingly, all loan losses are charged to the related allowance and all recoveries
are credited to it. Additions to the allowance for loan losses are provided by charges to income based on various factors that, in our judgment, deserve
current recognition in estimating probable incurred credit losses. The Company reviews the loan portfolio on an ongoing basis and makes provisions for
loan losses on a quarterly basis to maintain the allowance for loan losses in accordance with US GAAP. The allowance for loan losses consists of two
components:
•
•
specific allowances established for any impaired residential non-owner occupied mortgage, multi-family mortgage, nonresidential real estate,
construction and land, commercial, and commercial lease loans for which the recorded investment in the loan exceeds the measured value of the loan;
and
general allowances for loan losses for each loan class based on historical loan loss experience; and adjustments to historical loss experience (general
allowances), maintained to cover uncertainties that affect our estimate of probable incurred credit losses for each loan class.
The adjustments to historical loss experience are based on our evaluation of several factors, including levels of, and trends in, past due and classified loans;
levels of, and trends in, charge–offs and recoveries; trends in volume and terms of loans, including any credit concentrations in the loan portfolio;
experience and ability of lending management and other relevant staff; and national and local economic trends and conditions.
The Company evaluates the allowance for loan losses based upon the combined total of the specific and general components. Generally, when the loan
portfolio increases, absent other factors, the allowance for loan loss methodology results in a higher dollar amount of estimated probable incurred credit
losses than would be the case without the increase. Conversely, when the loan portfolio decreases, absent other factors, the allowance for loan loss
methodology generally results in a lower dollar amount of estimated probable losses than would be the case without the decrease.
The loss ratio used in computing the required general loan loss reserve allowance for a given class of loan consists of (i) the actual loss ratio (measured on a
weighted, rolling twelve-quarter basis), (ii) the change in credit quality within the specific loan class during the period, (iii) the actual inherent risk factor
assigned to the specific loan class and (iv) the actual concentration of risk factor assigned to the specific loan class (collectively, the “Specific Loan Class
Risk Factors”). The Specific Loan Class Risk Factors are weighted equally in the calculation. In addition, two additional quantitative factors, the National
Economic risk factor and the Local Economic risk factor, are also components of the computation but are given different weightings in their computation
due to their relative applicability to the specific loan class in the context of the effect of national and local economic conditions on their risk profile and
performance.
Mortgage Servicing Rights: Mortgage servicing rights are recognized separately when they are acquired through sales of loans. When mortgage loans are
sold, servicing rights are initially recorded at fair value and gains on sales of loans are recorded in the statement of operations. Fair value is based on
market prices for comparable mortgage servicing contracts, when available, or alternatively, is based on a valuation model that calculates the present value
of estimated future net servicing income. The valuation model incorporates assumptions that market participants would use in estimating future net
servicing income, such as the servicing cost per loan, the discount rate, the escrow float rate, an inflation rate, ancillary income, prepayment speeds and
default rates and losses. The Company compares the valuation model inputs and results to published industry data in order to validate the model results and
assumptions. All classes of servicing assets are subsequently measured using the amortization method which requires servicing rights to be amortized into
noninterest income in proportion to, and over the period of, the estimated future net servicing income of the underlying loans.
Servicing assets 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 with amortization and impairment of servicing assets on the statement of operations. The fair values of
servicing rights are subject to significant fluctuations as a result of changes in estimated and actual prepayment speeds and default rates and losses.
Servicing fee income that is reported on the statement of operations as loan servicing fees is recorded for fees earned for servicing loans. The fees are based
on a contractual percentage of the outstanding principal; or a fixed amount per loan and are recorded as income when earned. Late fees and ancillary fees
related to loan servicing are not material.
First mortgage loans serviced for others are not included in the accompanying consolidated statements of financial condition. The unpaid principal balances
of these loans were $48.4 million and $63.4 million at December 31, 2020 and 2019, respectively. Custodial escrow balances maintained in connection
with the foregoing loan servicing activities were $1.9 million and $2.2 million at December 31, 2020 and 2019, respectively. Capitalized mortgage
servicing rights are included in other assets in the accompanying consolidated statements of financial condition. Servicing rights were $257,000 and
$335,000 at December 31, 2020 and 2019, respectively, with no valuation allowance at December 31, 2020 and 2019.
Other Real Estate Owned ("OREO"): Foreclosed assets are initially recorded at fair value less cost to sell when acquired, establishing a new cost basis.
Physical possession of residential real estate property collateralizing a consumer mortgage loan occurs when the 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 a deed in lieu of foreclosure or through a
similar legal agreement. These assets are subsequently accounted for at a lower of cost or fair value less estimated cost to sell. If fair value declines
subsequent to foreclosure, a valuation allowance is recorded through expense. Operating expenses, gains and losses on disposition, and changes in the
valuation allowance are reported in noninterest expense as operations of other real estate owned.
Premises and Equipment: Land is carried at cost. Premises and equipment are stated at cost less accumulated depreciation. Depreciation is included in
noninterest expense and is computed on the straight-line method over the estimated useful lives of the assets. Useful lives are estimated to be 25 to 40 years
for buildings and improvements that extend the life of the original building, ten to 20 years for routine building improvements, five to 15 years for furniture
and equipment, two to five years for computer hardware and software and no greater than four years on automobiles. The cost of maintenance and repairs is
charged to expense as incurred and significant repairs are capitalized.
42
Table of Contents
BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Lease Accounting: The Company adopted FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), including the adoption of the practical
expedients, effective January 1, 2019. Leases (Topic 842) establishes a right of use model that requires a lessee to record a right of use (“ROU”) asset and a
lease liability for all leases with terms longer than 12 months. The Company enters into operating leases in the normal course of business primarily for
several of its branch and corporate locations. At adoption, January 1, 2019, the Company recorded assets and liabilities of $6.7 million as a result of
recording additional lease contracts where the Company is lessee. The Company did not restate comparative periods.
Currently the Company is obligated under four non-cancellable operating lease agreements for three branch properties and its corporate office. The leases
have varying terms, the longest of which will end in 2032. The Company's lease agreements include options to renew at the Company's discretion. The
extensions are not reasonably certain to be exercised; therefore, they were not considered in the calculation of the ROU asset and lease liability. The
Company has also elected not to recognize leases with original lease terms of 12 months or less (short-term leases) in the Company's Statement of
Financial Condition. The ROU assets are included in other assets and the lease obligations are included in other liabilities in the accompanying
consolidated statements of financial condition.
Other Intangible Assets: Intangible assets acquired in a purchase business combination with definite useful lives are amortized over their estimated useful
lives to their estimated residual values. Core deposit intangible assets (“CDI”), are recognized at the time of acquisition based on valuations prepared by
independent third parties or other estimates of fair value. In preparing such valuations, variables such as deposit servicing costs, attrition rates, and market
discount rates are considered. CDI assets are amortized to expense over their useful lives. CDI were $7,000 and $41,000 at December 31, 2020 and 2019,
respectively, and are included in other assets in the accompanying consolidated statements of financial condition.
Bank-Owned Life Insurance: The Company has purchased life insurance policies on certain key executives. The Company owned 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 adjusted for other
charges or other amounts due that are probable at settlement.
Long-Term Assets: Premises and equipment, right of use assets, core deposit and other intangible assets, and other long-term assets are reviewed for
impairment when events indicate that their carrying amount may not be recoverable from future undiscounted cash flows. If impaired, the assets are
recorded at fair 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.
Income Taxes: Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Under
US GAAP, a deferred tax asset valuation allowance is required to be recognized if it is “more likely than not” that the deferred tax asset will not be realized.
The determination of the realizability of the deferred tax assets is highly subjective and dependent upon judgment concerning management’s evaluation of
both positive and negative evidence, the forecasts of future taxable income, applicable tax planning strategies, and assessments of current and future
economic and business conditions. The Company considers both positive and negative evidence regarding the ultimate realizability of our deferred tax
assets. Examples of positive evidence may include the existence, if any, of taxes paid in available carry-back years and the likelihood that taxable income
will be generated in future periods. Examples of negative evidence may include a cumulative loss in the current year and prior two years and negative
general business and economic trends. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period of the enactment date.
This analysis is updated quarterly and adjusted as necessary. At December 31, 2020, the Company had a net deferred tax asset of $2.7 million, net of a
$200,000 valuation allowance against the Illinois net operating loss deduction carryforward. The net deferred tax asset was $3.9 million at December 31,
2019.
A tax position is recognized as a benefit only if it is "more likely than not" that the tax position would be sustained in a tax examination, presuming that a
tax examination will occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely to be realized on examination. For tax
positions not meeting the "more likely than not" test, no tax benefit is recorded.
Retirement Plans: Employee 401(k) and profit sharing plan expense is the amount of matching contributions and any annual discretionary contribution
made at the discretion of the Company’s Board of Directors.
Earnings per Common Share: Basic earnings per common share is net income divided by the weighted average number of common shares outstanding
during the period. Diluted earnings per common share is net income divided by the weighted average number of common shares outstanding during the
period plus the dilutive effect of potential common shares.
Loss Contingencies: Loss contingencies, including claims and legal actions arising in the ordinary course of business, are recorded as liabilities when the
likelihood of loss is probable and an amount or range of loss can be reasonably estimated. Management does not believe that there are such matters that
will have a material effect on the financial statements as of December 31, 2020.
Restrictions on Cash: The Bank is required to maintain reserve balances in cash or on deposit with the Federal Reserve Bank, based on a percentage of
deposits. As of December 31, 2020 and 2019, the Bank has met the requirements.
The nature of the Company’s business requires that it maintain amounts with banks and federal funds sold which, at times, may exceed federally insured
limits. Management monitors these correspondent relationships and the Company has not experienced any losses in such accounts.
Fair Values of Financial Instruments: Fair values of financial instruments are estimated using relevant market value information and other assumptions,
as more fully disclosed in a separate note. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk,
prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could
significantly affect the estimates.
43
Table of Contents
BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Comprehensive Income: Comprehensive income consists of net income and other comprehensive income (loss). Other comprehensive income (loss)
includes unrealized gains and losses on securities, net of tax, which is also recognized as separate components of stockholders’ equity.
Transfers of Financial Assets: Transfers of financial assets are accounted for as sales when control over the assets has been relinquished. Control over
transferred assets is deemed to be surrendered when the assets have been isolated from the Company, 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 the Company does not maintain effective control over the
transferred assets through an agreement to repurchase them before their maturity.
Operating Segments: While management monitors the revenue streams of the various products and services, operations are managed and financial
performance is evaluated on a Company-wide basis. Operating results are not reviewed by senior management to make resource allocation or performance
decisions. Accordingly, all of the financial service operations are considered by management to be aggregated in one reportable operating segment.
Reclassifications: Certain reclassifications have been made in the prior year’s financial statements to conform to the current year’s presentation.
Reclassifications had no effect on prior year net income or stockholders’ equity.
Newly Issued Not Yet Effective Accounting Standards
In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial
Instruments” (“ASU 2016-13”). These amendments require the measurement of all expected credit losses for financial assets held at the reporting date
based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use
forward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted,
although the inputs to those techniques will change to reflect the full amount of expected credit losses. In addition, the ASU amends the accounting for
credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. For SEC filers who are smaller reporting
companies, ASU 2016-13 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022.
NOTE 2 – EARNINGS PER SHARE
Amounts reported in earnings per share reflect earnings available to common stockholders for the period divided by the weighted average number of shares
of common stock outstanding during the period, exclusive of the effect of potential common shares. Stock options and restricted stock are regarded as
potential common stock and are considered in the diluted earnings per share calculations to the extent that they would have a dilutive effect if converted to
common stock. There were no potential dilutive common shares for the years ended December 31, 2020 and 2019.
Net income available to common stockholders
Basic and diluted weighted average common shares outstanding
Basic and diluted earnings per common share
NOTE 3 – SECURITIES
For the years ended December 31,
2020
9,163 $
14,951,656
0.61 $
2019
11,672
15,594,883
0.75
$
$
The fair value of securities and the related gross unrealized gains and losses recognized in accumulated other comprehensive income is as follows:
Available-for-Sale Securities
December 31, 2020
Certificates of deposit
Municipal securities
Mortgage-backed securities - residential
Collateralized mortgage obligations - residential
December 31, 2019
Certificates of deposit
Municipal securities
Mortgage-backed securities - residential
Collateralized mortgage obligations - residential
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair Value
$
$
$
$
15,117 $
402
5,826
2,193
23,538 $
48,666 $
505
7,727
2,986
59,884 $
— $
7
282
3
292 $
— $
8
310
4
322 $
— $
—
—
(1)
(1) $
— $
—
—
(13)
(13) $
15,117
409
6,108
2,195
23,829
48,666
513
8,037
2,977
60,193
Mortgage-backed securities and collateralized mortgage obligations reflected in the preceding table were issued by U.S. government-sponsored entities and
agencies, Freddie Mac, Fannie Mae and Ginnie Mae, and are obligations which the government has affirmed its commitment to support.
44
Table of Contents
NOTE 3 – SECURITIES (continued)
BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)
The amortized cost and fair values of securities available-for-sale at December 31, 2020 by contractual maturity are shown below. Securities not due at a
single maturity date are shown separately. Expected maturities may differ from contractual maturities because borrowers may have the right to call or
prepay obligations with or without call or prepayment penalties.
December 31, 2020
Due in one year or less
Due after one year through five years
Mortgage-backed securities - residential
Collateralized mortgage obligations - residential
Amortized Cost
$
15,271 $
248
15,519
5,826
2,193
23,538 $
Fair Value
15,278
248
15,526
6,108
2,195
23,829
$
Investment securities available-for-sale with carrying amounts of $1.2 million and $2.0 million at December 31, 2020 and 2019, respectively, were pledged
as collateral on customer repurchase agreements and for other purposes as required or permitted by law.
Sales of equity securities were as follows:
Proceeds
Gross gains
Gross losses
For the years ended December 31,
2020
2019
$
— $
—
—
3,722
295
—
Securities available-for-sale with unrealized losses at December 31, 2020 and 2019 not recognized in income are as follows:
Less than 12 Months
Fair
Value
Unrealized
Loss
Count
12 Months or More
Fair
Value
Unrealized
Loss
Count
Count
Total
Fair
Value
Unrealized
Loss
December 31, 2020
Collateralized mortgage obligations -
residential
December 31, 2019
Collateralized mortgage obligations -
residential
— $
— $
—
3 $ 1,588 $
(1)
3 $ 1,588 $
(1)
3 $ 1,566 $
(10)
1 $
937 $
(3)
4 $ 2,503 $
(13)
The Company evaluates marketable investment securities with significant declines in fair value on a quarterly basis to determine whether they should be
considered other-than-temporarily impaired under current accounting guidance, which generally provides that if a marketable security is in an unrealized
loss position, whether due to general market conditions or industry or issuer-specific factors, the holder of the securities must assess whether the
impairment is other-than-temporary.
Certain collateralized mortgage obligations that the Company holds in its investment portfolio were in an unrealized loss position at December 31, 2020,
but the unrealized loss was not considered significant under the Company’s impairment testing methodology. In addition, the Company does not intend to
sell these securities, and it is not likely that the Company will be required to sell the securities before their anticipated recovery occurs.
The Bank sold 25,702 shares of Visa Class B common stock in the first quarter of 2019 and recorded a gain of $295,000. The Company had no marketable
securities as of December 31, 2020.
45
Table of Contents
NOTE 4 – LOANS RECEIVABLE
Loans receivable are as follows:
One-to-four family residential real estate
Multi-family mortgage
Nonresidential real estate
Construction and land
Commercial loans and leases
Consumer
Net deferred loan origination costs
Allowance for loan losses
Loans, net
BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)
December 31,
2020
2019
41,691 $
452,241
108,658
499
405,057
1,812
1,009,958
371
(7,751)
1,002,578 $
55,750
563,750
134,674
—
418,343
2,211
1,174,728
912
(7,632)
1,168,008
$
$
Loan Origination/Risk Management. The Company has certain lending policies and procedures in place that are designed to maximize loan income within
an acceptable level of risk. The Company reviews and approves these policies and procedures on a periodic basis. A reporting system supplements the
review process by providing management with frequent reports related to loan production, loan quality, concentrations of credit, loan delinquencies and
nonperforming and potential problem loans via trend and risk rating migration. The Company requires title insurance insuring the priority of our lien on
real estate collateral, fire and extended coverage casualty insurance, and, if appropriate, flood insurance, in order to protect our security interest in the
underlying real property collateral.
The majority of the loans the Company originates are commercial-related loans, such as multi-family, nonresidential real estate, commercial loans and
leases, and construction and land loans. In addition, we originated one-to-four family residential mortgage loans and consumer loans until December 31,
2017. We also occasionally purchase and sell loan participations. The following briefly describes our principal loan products.
The Company originates real estate loans principally secured by first liens, both non-owner occupied and owner occupied commercial real estate. The non-
owner occupied commercial real estate properties are predominantly multi-family apartment buildings, office buildings, light industrial buildings, shopping
centers and mixed-use developments and, to a much lesser extent, more specialized properties such as nursing homes and other healthcare facilities.
Multi-family mortgage loans generally are secured by multi-family rental properties such as apartment buildings, including subsidized apartment units. In
general, loan amounts range between $500,000 and $5.0 million at December 31, 2020. Approximately 51.4% of the collateral is located outside of our
primary market area; however, we do not have a concentration in any single market in excess of 25% of our loan portfolio outside of our primary market
area. In underwriting multi-family mortgage loans, the Company considers a number of factors, which include the projected net cash flow to the loan’s debt
service requirement (generally requiring a minimum ratio of 120%), the age and condition of the collateral, the financial resources and income level of the
borrower, the borrower’s experience in owning or managing similar properties and, proximity to diverse employment opportunities. Multi-family mortgage
loans are generally originated in amounts up to 80% of the appraised value of the property securing the loan. Personal guarantees are usually obtained on
multi-family mortgage loans if the borrower/property owner is a legal entity.
Loans secured by multi-family mortgages generally involve a greater degree of credit risk as a result of several factors, including the concentration of
principal in a limited number of loans and borrowers, the effects of general economic conditions on income producing properties, and the increased
difficulty of evaluating and monitoring these types of loans. Furthermore, the repayment of loans secured by multi-family mortgages typically depends
upon the successful operation of the related real estate property. If the cash flow from the project is reduced below acceptable thresholds, the borrower’s
ability to repay the loan may be impaired.
The Company emphasizes nonresidential real estate loans with initial principal balances between $500,000 and $5.0 million. Substantially all of our
nonresidential real estate loans are secured by properties located in our primary market area. The Company’s nonresidential real estate loans are generally
written as three- or five-year adjustable-rate mortgages or mortgages with balloon maturities of three or five years. Amortization on these loans is typically
based on 20- to 30-year schedules. The Company also originates some 15-year fixed-rate, fully amortizing loans.
In the underwriting of nonresidential real estate loans, the Company generally lends up to 80% of the property’s appraised value. Decisions to lend are
based on the economic viability of the property as the primary source of repayment and the creditworthiness of the borrower. In evaluating a proposed
commercial real estate loan, we emphasize the ratio of the property’s projected net cash flow to the loan’s debt service requirement (generally requiring a
minimum ratio of 120%), computed after deduction for a vacancy factor and property expenses we deem appropriate. Personal guarantees are usually
pursued and obtained from nonresidential real estate borrowers.
Nonresidential real estate loans generally carry higher interest rates and have shorter terms and typically involve larger loan balances concentrated with
single borrowers or groups of related borrowers. In addition, the payment of loans secured by income-producing properties typically depends on the
successful operation of the related real estate project and thus may be subject to a greater extent to adverse conditions in the real estate market and in the
general economy.
The Company makes various types of secured and unsecured commercial loans to customers in our market area for the purpose of financing equipment
acquisition, expansion, working capital and other general business purposes. The terms of these loans generally range from less than one year to five years.
The loans are either negotiated on a fixed-rate basis or carry adjustable interest rates indexed to (i) a lending rate that is determined internally, or (ii) a
short-term market rate index.
46
Table of Contents
BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)
NOTE 4 – LOANS RECEIVABLE (continued)
Commercial credit decisions are based upon our assessment of the borrower’s cash flow, proposed collateral, business and credit history and any additional
positive or negative credit risk factors. The Company determines the borrower’s ability to repay in accordance with the proposed terms of the loans and we
assess the risks involved. An evaluation is made of the borrower to determine character and capacity to manage. Personal guarantees of the principals are
pursued and usually obtained. In addition to evaluating the loan borrower’s financial statements, we consider the adequacy of the primary and secondary
sources of repayment for the loan. Independent reports of the borrower’s credit history supplement our analysis of the borrower’s creditworthiness and at
times are supplemented with inquiries to other banks and trade investigations. Moreover, certain assets listed on personal financial statements are verified.
Proposed collateral for a secured transaction also is analyzed to determine its marketability. Commercial business loans generally have higher interest rates
because they have a higher risk of default since their repayment generally depends on the successful operation of the borrower’s business and the
sufficiency of any collateral. Pricing of commercial loans is based primarily on the credit risk of the borrower, with due consideration given to borrowers
with appropriate deposit relationships.
The Company also lends money to small and mid-size leasing companies for equipment financing leases. Generally, commercial leases are secured by an
assignment by the leasing company of the lease payments and by a secured interest in the equipment being leased. In most cases, the lessee acknowledges
our security interest in the leased equipment and agrees to send lease payments directly to us. Consequently, the Company underwrites lease loans by
examining the creditworthiness of the lessee rather than the lessor. Lease loans generally are non-recourse to the leasing company.
Generally, the Company’s commercial leases are secured primarily by technology equipment, medical equipment, material handling equipment and other
capital equipment. Lessees tend to be publicly-traded companies with investment-grade rated debt or companies that have not issued public debt and
therefore do not have a public debt rating. Typically, commercial leases to these lessees have a maximum maturity of five years and a maximum
outstanding credit exposure of $10.0 million to any single entity. In addition, the Company will originate commercial finance leases to lessees with below
investment-grade public debt ratings and have a maximum outstanding credit exposure of $10.0 million to any single entity. Lease loans are almost always
fully amortizing, with fixed interest rates.
Although the Company does not actively originate construction and land loans presently, construction and land loans generally consist of land acquisition
loans to help finance the purchase of land intended for further development, including single-family homes, multi-family housing and commercial income
property, development loans to builders in our market area to finance improvements to real estate, consisting mostly of single-family subdivisions, typically
to finance the cost of utilities, roads, sewers and other development costs.
Until December 31, 2017, the Company offered conforming and non-conforming, fixed-rate and adjustable-rate residential mortgage loans with maturities
of up to 30 years and maximum loan amounts generally of up to $2.5 million. One-to-four family residential mortgage loans were generally underwritten
according to Fannie Mae guidelines, and loans that conformed to such guidelines are referred to as “conforming loans.” Private mortgage insurance is
required for first mortgage loans with loan-to-value ratios in excess of 80%.
The ability of the Company’s borrowers to repay their loans, and the value of the collateral securing such loans, could be adversely impacted by economic
weakness in its local markets as a result of unemployment, declining real estate values, or increased residential, office, industrial and retail shopping
vacancies due to changes in business conditions. This not only could result in the Company experiencing charge-offs and/or nonperforming assets, but also
could necessitate an increase in the provision for loan losses. These events, if they were to recur, would have an adverse impact on the Company’s results of
operations and its capital.
The following tables present the balance in the allowance for loan losses and the loans receivable by portfolio segment and based on impairment method:
Individually
evaluated for
impairment
Allowance for loan losses
Collectively
evaluated for
impairment
Total
Individually
evaluated for
impairment
Loan Balances
Collectively
evaluated for
impairment
December 31, 2020
One-to-four family residential real estate
Multi-family mortgage
Nonresidential real estate
Construction and land
Commercial loans and leases
Consumer
Net deferred loan origination costs
Allowance for loan losses
Loans, net
$
$
— $
—
28
—
—
—
28 $
518 $
4,062
1,541
12
1,536
54
7,723 $
47
518 $
4,062
1,569
12
1,536
54
7,751 $
1,718 $
520
296
—
—
—
2,534 $
39,973 $
451,721
108,362
499
405,057
1,812
1,007,424
$
Total
41,691
452,241
108,658
499
405,057
1,812
1,009,958
371
(7,751)
1,002,578
Table of Contents
BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)
NOTE 4 – LOANS RECEIVABLE (continued)
Individually
evaluated for
impairment
Allowance for loan losses
Collectively
evaluated for
impairment
Total
Individually
evaluated for
impairment
Loan Balances
Collectively
evaluated for
impairment
December 31, 2019
One-to-four family residential real estate
Multi-family mortgage
Nonresidential real estate
Commercial loans and leases
Consumer
$
$
Net deferred loan origination costs
Allowance for loan losses
Loans, net
— $
—
—
—
—
— $
675 $
3,676
1,176
2,065
40
7,632 $
675 $
3,676
1,176
2,065
40
7,632 $
1,835 $
620
288
—
—
2,743 $
53,915 $
563,130
134,386
418,343
2,211
1,171,985
$
The following table presents the activity in the allowance for loan losses by portfolio segment:
Total
55,750
563,750
134,674
418,343
2,211
1,174,728
912
(7,632)
1,168,008
December 31, 2020
One-to-four family residential real estate
Multi-family mortgage
Nonresidential real estate
Construction and land
Commercial loans and leases
Consumer
December 31, 2019
One-to-four family residential real estate
Multi-family mortgage
Nonresidential real estate
Construction and land
Commercial loans and leases
Consumer
Impaired loans
Beginning
balance
Provision for
(recovery of)
loan losses
Loans
charged off Recoveries
Ending
balance
$
$
$
$
675 $
3,676
1,176
—
2,065
40
7,632 $
699 $
3,991
1,476
4
2,272
28
8,470 $
(185) $
292
393
12
(533)
76
55 $
123 $
(346)
(217)
(4)
4,226
43
3,825 $
(9) $
—
—
—
—
(62)
(71) $
(222) $
—
(83)
—
(4,443)
(31)
(4,779) $
37 $
94
—
—
4
—
135 $
75 $
31
—
—
10
—
116 $
518
4,062
1,569
12
1,536
54
7,751
675
3,676
1,176
—
2,065
40
7,632
The following tables present loans individually evaluated for impairment by class of loans:
December 31, 2020
With no related allowance recorded
One-to-four family residential real estate
Multi-family mortgage - Illinois
With an allowance recorded - nonresidential real
estate
December 31, 2019
With no related allowance recorded
One-to-four family residential real estate
Multi-family mortgage - Illinois
Nonresidential real estate
Loan
Balance
Recorded
Investment
Allowance
for Loan
Losses
Partial
Charge- off
Allocated
Average
Investment
in Impaired
Loans
Interest
Income
Recognized
$
$
$
$
2,069 $
520
2,589
1,718 $
520
2,238
280
2,869 $
296
2,534 $
2,168 $
620
280
3,068 $
1,835 $
620
288
2,743 $
48
363 $
—
363
—
363 $
339 $
—
—
339 $
— $
—
—
28
28 $
— $
—
—
— $
1,782 $
594
2,376
289
2,665 $
2,208 $
637
589
3,434 $
42
31
73
—
73
51
37
2
90
Table of Contents
BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)
NOTE 4 – LOANS RECEIVABLE (continued)
Nonaccrual loans
The following tables present the recorded investment in nonaccrual and loans 90 days or more past due still on accrual by class of loans:
December 31, 2020
One-to-four family residential real estate
Nonresidential real estate
December 31, 2019
One-to-four family residential real estate
Nonresidential real estate
Commercial loans and leases
Loan Balance
Recorded
Investment
Loans Past Due
Over 90 Days, still
accruing
$
$
$
$
946 $
280
1,226 $
598 $
280
47
925 $
925 $
296
1,221 $
512 $
288
—
800 $
—
—
—
—
—
47
47
Nonaccrual loans and impaired loans are defined differently. Some loans may be included in both categories, and some may only be included in one
category. Nonaccrual loans include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified
impaired loans.
The Company’s reserve for uncollected loan interest was $133,000 and $81,000 at December 31, 2020 and 2019, respectively. When a loan is on non-
accrual status and the ultimate collectability of the total principal of an impaired loan is in doubt, all payments are applied to principal under the cost
recovery method. Alternatively, when a loan is on non-accrual status but there is doubt concerning only the ultimate collectability of interest, contractual
interest is credited to interest income only when received, under the cash basis method pursuant to the provisions of FASB ASC 310–10, as applicable. In
all cases, the average balances are calculated based on the month–end balances of the financing receivables within the period reported pursuant to the
provisions of FASB ASC 310–10, as applicable.
Past Due Loans
The following tables present the aging of the recorded investment of loans by class of loans:
30-59 Days
Past Due
60-89 Days
Past Due
90 Days or
Greater Past
Due
Total Past
Due
Loans Not
Past Due
Total
December 31, 2020
One-to-four family residential real estate
loans:
Owner occupied
Non-owner occupied
Multi-family mortgage:
Illinois
Other
Nonresidential real estate
Construction and land
Commercial loans and leases:
Commercial
Asset-based
Equipment finance:
Government
Investment-rated
Other
Consumer
$
$
252 $
3
86
—
—
—
4,886
—
2,468
618
853
6
9,172 $
211 $
132
—
—
—
—
—
—
—
225
2,487
5
3,060 $
49
834 $
91
—
—
296
—
—
—
—
—
—
—
1,221 $
1,297 $
226
32,078 $
8,090
86
—
296
—
221,943
230,212
108,362
499
4,886
—
72,809
1,740
33,375
8,316
222,029
230,212
108,658
499
77,695
1,740
2,468
843
3,340
11
13,453 $
100,272
86,417
132,282
1,801
996,505 $
102,740
87,260
135,622
1,812
1,009,958
Table of Contents
BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)
NOTE 4 – LOANS RECEIVABLE (continued)
December 31, 2019
One-to-four family residential real estate
loans:
Owner occupied
Non-owner occupied
Multi-family mortgage:
Illinois
Other
Nonresidential real estate
Commercial loans and leases:
Commercial
Asset-based
Equipment finance:
Government
Investment-rated
Other
Consumer
30-59 Days
Past Due
60-89 Days
Past Due
90 Days or
Greater Past
Due
Total Past
Due
Loans Not
Past Due
Total
$
$
777 $
280
981
—
—
—
—
—
826
543
24
3,431 $
340 $
15
302
—
—
—
—
—
—
136
37
830 $
507 $
—
—
—
288
—
—
—
47
—
—
842 $
1,624 $
295
1,283
—
288
43,365 $
10,466
246,680
315,787
134,386
—
—
133,976
11,738
44,989
10,761
247,963
315,787
134,674
133,976
11,738
—
873
679
61
5,103 $
33,555
101,015
136,507
2,150
1,169,625 $
33,555
101,888
137,186
2,211
1,174,728
U.S. Small Business Administration Paycheck Protection Program
In response to the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act ("CARES Act") was passed by Congress and signed into
law on March 27, 2020. The CARES Act established the Paycheck Protection Program ("PPP"), designed to provide a direct incentive for small businesses
to keep their workers on the payroll. Under the most recently published guidance, the U.S. Small Business Administration ("SBA") will forgive PPP loans
if all employee retention criteria are met, and the funds are used for eligible expenses. For the year ended December 31, 2020, we allocated approximately
$11 million to the PPP based on the expected 100% guaranty of the SBA.
The following table presents the PPP activity:
For the Year Ended December 31, 2020
Paycheck protection program loan originations
December 31, 2020
Paycheck protection program loans
COVID-19 Loan Forbearance Programs
Number of loans
Originated
Balance
315 $
11,160
290
$
10,180
Section 4013 of the CARES Act provides that a qualified loan modification is exempt by law from classification as a Troubled Debt Restructuring ("TDR")
pursuant to US GAAP. In addition, the Revised Interagency Statement on Loan Modifications and Reporting for Financial Institutions Working With
Customers Affected by the Coronavirus (“OCC Bulletin 2020-50”) provides more limited circumstances in which a loan modification is not subject to
classification as a TDR and also defined the circumstances where the borrower’s loan is reported as current on loan payments. Pursuant to these new
capabilities, we developed several loan forbearance programs to assist borrowers with managing cash flows disrupted due to COVID-19.
Our Apartment and Commercial Real Estate COVID-19 Qualified Limited Forbearance Agreement permitted borrowers who qualified under Section 4013
of the CARES Act to make an election to pay scheduled interest and escrow payments (if applicable) for a four-month period beginning in April 2020, and
pay all deferred principal payments by December 2020.
Our Small Investment Property COVID-19 Qualified Limited Forbearance Agreement permitted borrowers with loan balances under $750,000 who
qualified under Section 4013 of the CARES Act to make an election to pay scheduled interest and escrow payments (if applicable) for a four-month period
beginning in April 2020, and pay all deferred principal payments by December 2020. In addition, the borrower could elect to defer the May 2020 loan
payment entirely, with all deferred interest amounts due by December 2020 and all deferred principal amounts due by June 30, 2021.
CARES Act Section 4013 and OCC Bulletin 2020-35 forbearance agreements are available to qualified commercial loan and commercial finance
borrowers, and to commercial equipment lessees.
For residential mortgage and consumer loans, relief under CARES Act Section 4013 or OCC Bulletin 2020-35 forbearance agreements are available to
qualified borrowers with terms consistent with secondary residential mortgage market standards established by Fannie Mae.
50
Table of Contents
BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)
NOTE 4 – LOANS RECEIVABLE (continued)
The following table summarizes the remaining loan forbearance modifications at December 31, 2020:
Small Investment Property COVID-19 Qualified Limited Forbearance
Agreement
Multi-family mortgage
Nonresidential real estate
Apartment and Commercial Real Estate COVID-19 Qualified Limited
Forbearance Agreement
Nonresidential real estate
One-to-four family residential real estate
Number of loans
Principal
Balance
Remaining
Amounts
Deferred
8 $
10
2
10
30 $
3,092 $
3,363
2,480
1,402
10,337 $
17
22
6
8
53
Troubled Debt Restructurings
The Company evaluates loan extensions or modifications not qualified under Section 4013 of the CARES Act or under OCC Bulletin 2020-35 in
accordance with FASB ASC 340-10 with respect to the classification of the loan as a TDR.
Under ASC 340-10, if the Company grants a loan extension or modification to a borrower experiencing financial difficulties for other than an insignificant
period of time that includes a below–market interest rate, principal forgiveness, payment forbearance or other concession intended to minimize the
economic loss to the Company, the loan extension or loan modification is classified as a TDR. In cases where borrowers are granted new terms that provide
for a reduction of either interest or principal then due and payable, management measures any impairment on the restructured loan in the same manner as
for impaired loans as noted above.
The Company had no TDRs at December 31, 2020 and 2019. During the years ending December 31, 2020 and 2019, there were no loans modified and
classified as TDRs. During the years ending December 31, 2020 and 2019, there were no TDR loans that subsequently defaulted within twelve months of
their modification.
A loan is considered to be in payment default once it is 90 days contractually past due under the modified terms.
To determine whether a borrower is experiencing financial difficulty, an evaluation is performed of the probability that the borrower will be in payment
default on any of its debt in the foreseeable future without the modification. This evaluation is performed under the Company’s internal underwriting
policy.
Credit Quality Indicators:
The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt, including current
financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The
Company analyzes loans individually by classifying the loans based on credit risk.
This analysis includes non-homogeneous loans, such as commercial and commercial real estate loans. This analysis is performed on a monthly basis. The
Company uses the following definitions for risk ratings:
Special Mention. A Special Mention asset has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential
weaknesses may result in deterioration of the repayment prospects for the asset or in the institution’s credit position at some future date. Special Mention
assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification.
Substandard. Loans categorized as substandard continue to accrue interest, but exhibit a well-defined weakness or weaknesses that may jeopardize the
liquidation of the debt. The loans continue to accrue interest because they are well secured and collection of principal and interest is expected within a
reasonable time. The risk rating guidance published by the Office of the Comptroller of the Currency clarifies that a loan with a well-defined weakness
does not have to present a probability of default for the loan to be rated Substandard, and that an individual loan’s loss potential does not have to be distinct
for the loan to be rated Substandard.
Nonaccrual. An asset classified Nonaccrual has all the weaknesses inherent in one classified substandard with the added characteristic that the weaknesses
make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.
Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered “Pass” rated loans.
51
Table of Contents
BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)
NOTE 4 – LOANS RECEIVABLE (continued)
Based on the most recent analysis performed, the risk category of loans by class of loans are as follows:
Pass
Special
Mention
Substandard Nonaccrual
Total
December 31, 2020
One-to-four family residential real estate loans:
Owner occupied
Non-owner occupied
Multi-family mortgage:
Illinois
Other
Nonresidential real estate
Construction and land
Commercial loans and leases:
Commercial
Asset-based
Equipment finance:
Government
Investment-rated
Other
Consumer
December 31, 2019
One-to-four family residential real estate loans:
Owner occupied
Non-owner occupied
Multi-family mortgage:
Illinois
Other
Nonresidential real estate
Commercial loans and leases:
Commercial
Asset-based
Equipment finance:
Government
Investment-rated
Other
Consumer
NOTE 5 - OTHER REAL ESTATE OWNED
$
32,089 $
8,164
222,029
230,212
106,280
499
72,809
1,740
102,740
87,260
134,617
1,802
1,000,241 $
- $
27
—
—
1,998
—
—
—
—
—
—
5
2,030 $
452 $
34
—
—
84
—
4,886
—
—
—
1,005
5
6,466 $
834 $
91
—
—
296
—
—
—
33,375
8,316
222,029
230,212
108,658
499
77,695
1,740
—
—
—
—
1,221 $
102,740
87,260
135,622
1,812
1,009,958
Pass
Special
Mention
Substandard Nonaccrual
Total
43,908 $
10,696
247,757
315,787
134,134
125,630
11,738
33,555
101,381
136,289
2,153
1,163,028 $
36 $
30
—
—
162
8,346
—
—
507
761
5
9,847 $
533 $
35
206
—
90
—
—
—
—
136
53
1,053 $
512 $
—
—
—
288
—
—
—
—
—
—
800 $
44,989
10,761
247,963
315,787
134,674
133,976
11,738
33,555
101,888
137,186
2,211
1,174,728
$
$
$
Real estate that is acquired through foreclosure or a deed in lieu of foreclosure is classified as OREO until it is sold. When real estate is acquired through
foreclosure or by deed in lieu of foreclosure, it is recorded at its fair value, less the estimated costs of disposal. If the fair value of the property is less than
the loan balance, the difference is charged against the allowance for loan losses.
52
Table of Contents
BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)
NOTE 5 - OTHER REAL ESTATE OWNED (continued)
The following represents the roll forward of OREO and the composition of OREO properties.
Beginning balance
New foreclosed properties
Capitalized improvements
Valuation adjustments
Sales
Ending balance
At and For the Years Ended December
31,
2020
2019
$
$
186 $
33
47
—
(109)
157 $
1,226
186
—
(38)
(1,188)
186
One–to–four family residential
$
157 $
— $
157 $
186 $
— $
186
December 31, 2020
Valuation
Allowance
Net OREO
Balance
Balance
December 31, 2019
Valuation
Allowance
Net OREO
Balance
Balance
Activity in the valuation allowance is as follows:
Beginning of year
Additions charged to expense
Reductions from sales of other real estate owned
End of year
At and For the Years Ended December
31,
2020
2019
$
$
— $
—
—
— $
23
38
(61)
—
At December 31, 2020 and 2019, the balance of OREO includes no foreclosed residential real estate properties recorded as a result of obtaining physical
possession of the property without title. At December 31, 2020 and 2019, the recorded investment of consumer mortgage loans secured by residential real
estate properties for which formal foreclosure proceedings were in process was $187,000 and $237,000, respectively.
NOTE 6 – PREMISES AND EQUIPMENT
Year-end premises and equipment are as follows:
Land and land improvements
Buildings and improvements
Furniture and equipment
Computer equipment
Accumulated depreciation
December 31,
2020
2019
11,989 $
31,145
10,111
4,798
58,043
(33,368)
24,675 $
11,918
30,585
9,454
4,326
56,283
(31,937)
24,346
$
$
Depreciation of premises and equipment was $1.7 million and $1.6 million for the years ended December 31, 2020 and 2019, respectively.
53
Table of Contents
NOTE 7 - LEASES
BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)
The following table represents the classification of the Company's right of use and lease liabilities:
Operating Lease Right of Use Asset:
Gross carrying amount
New lease obligation
Accumulated amortization
Net recorded value
Operating Lease Liabilities:
Right of use lease obligations
Statement of Financial
Condition Location
December 31,
2020
December 31,
2019
$
$
$
6,694 $
111
(1,730)
5,075 $
—
6,694
(848)
5,846
5,075 $
5,846
Other assets
Other liabilities
Amortization expense was $882,000 and $848,000 for the years ended December 31, 2020 and 2019, respectively. At December 31, 2020, the weighted-
average remaining lease term for the operating leases was 8.2 years and the weighted-average discount rate used in the measurement of operating lease
liabilities was 3.13%. The Company utilized the FHLB fixed rate advance rate for the term most closely aligning with the remaining lease term at
inception.
Lease cost:
Operating lease cost
Short-term lease cost
Sublease income
Total lease cost
Other information:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
For the year ended
December 31, 2020
For the year
ended December
31, 2019
$
$
$
882 $
152
(74)
960 $
948 $
848
112
(51)
909
901
Future minimum payments under non-cancellable operating leases with terms longer than 12 months, are as follows at December 31, 2020. Future
minimum payments on shorter term leases are excluded as the amounts are insignificant.
Twelve months ended December 31,
2021
2022
2023
2024
2025
Thereafter
Total future minimum operating lease payments
Amounts representing interest
Present value of net future minimum operating lease payments
54
$
$
962
1,002
956
501
507
2,217
6,145
(1,070)
5,075
Table of Contents
NOTE 8 - DEPOSITS
Composition of deposits is as follows:
Noninterest-bearing demand deposits
Interest-bearing NOW accounts
Money market accounts
Savings deposits
Certificates of deposit
BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)
December 31,
2020
2019
326,188 $
336,994
297,801
179,561
253,000
1,393,544 $
210,762
273,168
245,610
153,183
402,034
1,284,757
$
$
Time deposits that meet or exceed the FDIC Insurance limit of $250,000 were $30.7 million and $89.3 million at December 31, 2020 and 2019,
respectively. Certificates of deposits include wholesale certificates totaling $9.9 million and $65.1 million at December 31, 2020 and 2019, respectively. Of
those certificates, $18.9 million are brokered at December 31, 2019 and none at December 31, 2020.
Scheduled maturities of certificates of deposit for the next five years as of December 31, 2020 are as follows:
2021
2022
2023
2024
2025
$
$
188,040
54,384
8,160
2,238
178
253,000
NOTE 9 — BORROWINGS
At year-end, advances from the FHLB were as follows:
Fixed-rate advance from FHLB, due within 1 year
December 31,
2020
2019
Contractual
Rate
Amount
Contractual
Rate
Amount
—% $
4,000
—% $
—
The Company maintains a collateral pledge agreement covering secured advances whereby the Company has agreed to keep on hand, free of all other
pledges, liens, and encumbrances, specifically identified whole first mortgages on improved residential property not more than 90-days delinquent to
secure advances from the FHLB. All of the Bank’s FHLB common stock is pledged as additional collateral for these advances. At December 31, 2020,
$25.4 million and $328.1 million of first mortgage and multi-family mortgage loans, respectively, collateralized potential advances. At December 31, 2020,
we had the ability to borrow an additional $315.6 million under our credit facilities with the FHLB. The Company also had available pre-approved
overnight federal funds borrowing. At December 31, 2020 and 2019, there was no outstanding balance on these lines.
Securities sold under agreements to repurchase, which are included with borrowings on the consolidated balance sheet, are shown below.
Overnight
and
Continuous Up to 30 days 30 - 90 days
Greater Than
90 days
Total
December 31, 2019
Repurchase agreements and repurchase-to-maturity transactions $
Gross amount of recognized liabilities for repurchase
agreements in Statement of Financial Condition
61 $
— $
— $
— $
$
61
61
There were no repurchase agreements and repurchase-to-maturity transactions at December 31, 2020.
Securities sold under agreements to repurchase were secured by a mortgage-backed security with a carrying amount of $2.0 million at
December 31, 2019. As the security's value fluctuates due to market conditions, the Company has no control over the market value. The Company is
obligated to promptly transfer additional securities if the market value of the securities falls below the repurchase price, per the agreement.
On April 1, 2020, the Company established a $5.0 million unsecured line of credit with a correspondent bank. Interest is payable at a rate of Prime rate
minus 0.75%. The line of credit will mature on April 1, 2021. The line of credit had no outstanding balance at December 31, 2020.
55
Table of Contents
NOTE 10 – INCOME TAXES
The income tax expense is as follows:
Current expense
Deferred expense
Total income tax expense
BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)
For the years ended December 31,
2020
2019
$
$
2,460 $
1,137
3,597 $
1,863
2,362
4,225
A reconciliation of the provision for income taxes computed at the statutory federal corporate tax rate of 21% for 2020 and 2019, to the income tax expense
in the consolidated statements of operations follows:
Expense computed at the statutory federal tax rate
State and local taxes, net of federal income tax effect
Other, net
Valuation allowance for deferred tax assets
Effective income tax rate
For the years ended December 31,
2020
2019
$
$
$
2,680
720
(3)
200
3,597
$
28.18%
3,339
892
(6)
—
4,225
26.57%
Retained earnings at December 31, 2020 and 2019 include $14.9 million for which no deferred federal income tax liability has been recorded. This amount
represents an allocation of income to bad debt deductions for tax purposes alone.
The net deferred tax asset is as follows:
Gross deferred tax assets
Allowance for loan losses
Alternative minimum tax and net operating loss carryforwards
Lease liability
Tax deductible goodwill and core deposit intangible
Other
Gross deferred tax liabilities
Net deferred loan origination costs
Purchase accounting adjustments
Right of use asset
Other
Unrealized gain on securities
Valuation allowance
December 31,
2020
2019
$
$
2,075 $
3,999
1,358
63
505
8,000
(873)
(1,570)
(1,358)
(1,180)
(78)
(5,059)
(200)
2,741 $
2,043
4,452
1,565
314
741
9,115
(1,013)
(1,623)
(1,565)
(958)
(83)
(5,242)
—
3,873
As of December 31, 2020 and 2019, the Company’s net deferred tax asset (“DTA”) was $2.7 million and $3.9 million, respectively.
A DTA valuation allowance is required under ASC 740 when the realization of a DTA is assessed and the assessment indicates that it is “more likely than
not” (i.e., more than 50% likely) that all or a portion of the DTA will not be realized. All available evidence, both positive and negative must be considered
to determine whether, based on the weight of that evidence, a valuation allowance against the net DTA is required. Objectively verifiable evidence is
assigned greater weight than evidence that is not objectively verifiable. The valuation allowance is analyzed quarterly for changes affecting the DTA.
The Company’s ability to realize the DTA is dependent upon the generation of future taxable income during the periods in which the tax attributes
underlying the DTA become deductible. The amount of the DTA that will ultimately be realized will be impacted by the Company’s future taxable income,
any changes to the many variables that could impact future taxable income and the then applicable corporate tax rate. As of December 31, 2020 and 2019,
valuation allowances of $200,000 and zero were attributed to the Illinois net loss deduction carryforwards.
At December 31, 2020, the Company had a federal net operating loss carryforward of $7.2 million relating to its acquisition of Downers Grove National
Bank, which is subject to utilization limitations under Section 382 of the Internal Revenue Code, and will begin to expire in 2030, and $225,000 of
alternative minimum tax credit carryforward that does not expire and is subject to utilization limitations under Section 382 of the Internal Revenue Code.
At December 31, 2020, the Company had a state net operating loss carryforward for the State of Illinois of $44.7 million, which will begin to expire in
2023 and fully expires in 2025.
56
Table of Contents
NOTE 10 – INCOME TAXES (continued)
Unrecognized Tax Benefits
BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
Beginning of year
Additions based on tax positions related to the current year
Additions for tax positions of prior years
Reductions due to the statute of limitations and reductions for tax positions of prior years
End of year
December 31,
2020
2019
244 $
61
2
(30)
277 $
198
62
—
(16)
244
$
$
The Company does not expect the total amount of unrecognized tax benefits to significantly increase or decrease in the next twelve months. The Company
recognizes interest and/or penalties related to income tax matters in income tax expense. At December 31, 2020 and 2019, the Company has immaterial
amounts accrued for potential interest and penalties.
The Company and its subsidiary are subject to U.S. federal income tax as well as income tax of the various states where the Company does business. The
Company is no longer subject to examination by the federal taxing authorities for years before 2017 and the Illinois taxing authorities for years before
2017.
NOTE 11– REGULATORY MATTERS
The Bank is subject to regulatory capital requirements administered by the federal banking agencies. The capital adequacy guidelines and prompt
corrective action regulations, involve the quantitative measurement of assets, liabilities, and certain off-balance-sheet items calculated under regulatory
accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. The failure to meet minimum capital
requirements can result in regulatory actions. The final rules implementing Basel Committee on Banking Supervision's capital guidelines for U.S. banks
(Basel III rules) became effective in 2015. The net unrealized gain or loss on available-for-sale securities is not included in computing regulatory capital.
In addition, as a result of the legislation, the federal banking agencies developed a “Community Bank Leverage Ratio” (the ratio of a bank’s tangible equity
capital to average total consolidated assets) for financial institutions with assets of less than $10 billion. A “qualifying community bank” that exceeds this
ratio will be deemed to be in compliance with all other capital and leverage requirements, including the capital requirements to be considered “well
capitalized” under Prompt Corrective Action statutes. The federal banking agencies may consider a financial institution’s risk profile when evaluating
whether it qualifies as a community bank for purposes of the capital ratio requirement. The federal banking agencies must set the minimum capital for the
new Community Bank Leverage Ratio at not less than 8% and not more than 10%. Beginning in the second quarter 2020 and until the end of the year, a
banking organization that has a leverage ratio of 8% or greater and meets certain other criteria may elect to use the Community Bank Leverage Ratio
framework; and qualified community banks will have until January 1, 2022, before the Community Bank Leverage Ratio requirement is re-established at
greater than 9%. Pursuant to Section 4012 of the CARES Act and related interim final rules, the Community Bank Leverage Ratio will be 8% beginning in
the second quarter and for the remainder of calendar year 2020, 8.5% for calendar year 2021, and 9% thereafter. A financial institution can elect to be
subject to this new definition, and opt-out of this new definition, at any time. As a qualified community bank, we elected to be subject to this definition
beginning the second quarter of 2020.
Prompt corrective action regulations provide five classifications: well-capitalized, adequately capitalized, undercapitalized, significantly undercapitalized,
and critically undercapitalized, although these terms are not used to represent overall financial condition. If only adequately capitalized, regulatory approval
is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans
are required.
The minimum capital ratios set forth in the Regulatory Capital Plans will be increased and other minimum capital requirements will be established if and as
necessary. In accordance with the Regulatory Capital Plans, the Bank will not pursue any acquisition or growth opportunity, declare any dividend or
conduct any stock repurchase that would cause the Bank's total risk-based capital ratio and/or its Tier 1 leverage ratio to fall below the established
minimum capital levels or the capital levels required for capital adequacy plus the capital conservation buffer (“ CCB”). The minimum CCB is 2.5%.
As of December 31, 2020, the Bank was well-capitalized, with all capital ratios exceeding the well-capitalized requirement. There are no conditions or
events that management believes have changed the Bank’s prompt corrective action capitalization category.
The Bank is subject to regulatory restrictions on the amount of dividends it may declare and pay to the Company without prior regulatory approval, and to
regulatory notification requirements for dividends that do not require prior regulatory approval.
The Bank's Community Bank Leverage Ratio was:
December 31, 2020
Community Bank Leverage Ratio
Actual
Required for Capital Adequacy
Purposes
Amount
Ratio
Amount
Ratio
$
160,236
10.10% $
126,964
8.00%
57
BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)
NOTE 11– REGULATORY MATTERS (continued)
Actual and required capital amounts and ratios for the Bank were:
December 31, 2019
Total capital (to risk-weighted assets)
Tier 1 (core) capital (to risk-weighted
assets)
Common Tier 1 (CET1)
Tier 1 (core) capital (to adjusted average
total assets)
Actual
Required for Capital Adequacy
Purposes
To be Well-Capitalized under
Prompt Corrective Action
Provisions
Amount
Ratio
Amount
Ratio
Amount
Ratio
$
170,203
16.38% $
83,130
8.00% $
103,913
10.00%
162,455
162,455
162,455
15.63
15.63
10.89
62,348
46,761
59,666
6.00
4.50
4.00
83,130
67,543
74,583
8.00
6.50
5.00
NOTE 12 – EMPLOYEE BENEFIT PLAN
Profit Sharing Plan/401(k) Plan. The Company has a defined contribution plan (“profit sharing plan”) covering all of its eligible employees. Employees
are eligible to participate in the profit sharing plan after attainment of age 21 and completion of one year of service. The Company provides a match of
$0.50 on each $1.00 of contribution up to 6% of eligible compensation beginning April 1, 2007. The Company may also contribute an additional amount
annually at the discretion of the Board of Directors. Contributions totaling $331,000 and $323,000 were made for the years ended December 31, 2020 and
2019, respectively.
NOTE 13 – LOAN COMMITMENTS AND OTHER OFF-BALANCE-SHEET ACTIVITIES
The Company is party to various financial instruments with off-balance-sheet risk. The Company uses these financial instruments in the normal course of
business to meet the financing needs of customers and to effectively manage exposure to interest rate risk. These financial instruments include
commitments to extend credit, standby letters of credit, unused lines of credit, and commitments to sell loans. When viewed in terms of the maximum
exposure, those instruments may involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the
consolidated statements of financial condition. Credit risk is the possibility that a counterparty to a financial instrument will be unable to perform its
contractual obligations. Interest rate risk is the possibility that, due to changes in economic conditions, the Company’s net interest income will be adversely
affected.
The following is a summary of the contractual or notional amount of each significant class of off-balance-sheet financial instruments outstanding. The
Company’s exposure to credit loss in the event of nonperformance by the counterparty for commitments to extend credit, standby letters of credit, and
unused lines of credit is represented by the contractual notional amount of these instruments.
Financial instruments wherein contractual amounts represent credit risk
Commitments to extend credit
Standby letters of credit
Unused lines of credit
December 31,
2020
2019
$
31,131 $
6,668
200,240
19,737
6,119
149,771
Commitments to extend credit are generally made for periods of 60 days or less. The fixed-rate loans commitment totaled $23.1 million with interest rates
ranging from 2.65% to 9.83% and maturities ranging from 1 to 30 years.
Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash
requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if it is deemed
necessary by the Company upon extension of credit, is based on management’s credit evaluation of the customers.
NOTE 14 – FAIR VALUE
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market
for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to
measure fair values:
•
•
•
Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the
measurement date.
Level 2 – Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in
markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3 – Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in
pricing an asset or liability.
The Company used the following methods and significant assumptions to estimate the fair value of each type of financial instrument:
Securities: The fair values of debt securities are generally determined by matrix pricing, which is a mathematical technique widely used in the industry to
value debt securities without relying exclusively on quoted prices for the specific securities, but rather by relying on the securities’ relationship to other
benchmark quoted securities (Level 2).
58
Table of Contents
NOTE 14 – FAIR VALUE (continued)
BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)
Impaired Loans: The fair value of impaired loans with specific allocations of the allowance for loan losses is generally based on recent real estate
appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach.
Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income
data available for similar loans and collateral underlying such loans. Non-real estate collateral may be valued using an appraisal, net book value per the
borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from
the time of the valuation, and management’s expertise and knowledge of the client and client’s business, resulting in a Level 3 fair value classification.
Impaired loans are evaluated on a quarterly basis for additional impairment and adjusted in accordance with the allowance policy.
Other Real Estate Owned: Assets acquired through or instead of loan foreclosure are initially recorded at fair value less costs to sell when acquired,
establishing a new cost basis. These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell. Fair value is commonly
based on recent real estate appraisals which are updated no less frequently than annually. These appraisals may utilize a single valuation approach or a
combination of approaches including comparable sales and the income approach with data from comparable properties. Adjustments are routinely made in
the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Real estate owned
properties are evaluated on a quarterly basis for additional impairment and adjusted accordingly.
The following table sets forth the Company’s financial assets that were accounted for at fair value and are classified in their entirety based on the lowest
level of input that is significant to the fair value measurement.
December 31, 2020
Securities:
Certificates of deposit
Municipal securities
Mortgage-backed securities – residential
Collateralized mortgage obligations – residential
December 31, 2019
Securities:
Certificates of deposit
Municipal securities
Mortgage-backed securities - residential
Collateralized mortgage obligations – residential
Fair Value Measurements Using
Quoted Prices
in Active
Markets for
Identical
Assets (Level
1)
Significant
Observable
Inputs (Level
2)
Significant
Unobservable
Inputs (Level
3)
Fair Value
$
$
$
$
— $
—
—
—
— $
— $
—
—
—
— $
15,117 $
409
6,108
2,195
23,829 $
48,666 $
513
8,037
2,977
60,193 $
— $
—
—
—
— $
— $
—
—
—
— $
15,117
409
6,108
2,195
23,829
48,666
513
8,037
2,977
60,193
The following table sets forth the Company’s assets that were measured at fair value on a non-recurring basis:
December 31, 2020
Impaired loans - nonresidential real estate
Fair Value Measurement Using
Quoted Prices
in Active
Markets for
Identical
Assets (Level
1)
Significant
Observable
Inputs (Level
2)
Significant
Unobservable
Inputs (Level
3)
Fair Value
$
— $
— $
268 $
268
Impaired loans, which are measured for impairment using the fair value of the collateral for collateral–dependent loans, had a carrying amount of $296,000
with a valuation allowance of $28,000 at December 31, 2020. At December 31, 2019 there were no impaired loans that were measured for
impairment using the fair value of the collateral for collateral-dependent loans and which had specific valuation allowances. There is an increase in
the provision for loan losses of $28,000 for the year ended December 31, 2020, compared to no specific provision for loan losses for the year ended
December 31, 2019.
59
BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)
NOTE 14 – FAIR VALUE (continued)
At December 31, 2020 and 2019 there were no OREO properties with valuation allowances.
The following table presents quantitative information, based on certain empirical data with respect to Level 3 fair value measurements for financial
instruments measured at fair value on a non-recurring basis at December 31, 2020:
December 31, 2020
Impaired loans - nonresidential real estate
$
268
Sales comparison
Discount applied to
valuation
22.0%
Fair Value
Valuation Technique
Unobservable Input
Range (Weighted
Average)
The carrying amount and estimated fair value of financial instruments are as follows:
Financial assets
Cash and cash equivalents
Securities
Loans receivable, net of allowance for loan losses
FHLB and FRB stock
Accrued interest receivable
Financial liabilities
Certificates of deposit
Borrowings
Financial assets
Cash and cash equivalents
Securities available-for-sale
Loans receivable, net of allowance for loan losses
FHLB and FRB stock
Accrued interest receivable
Financial liabilities
Certificates of deposit
Borrowings
$
$
Fair Value Measurements at December 31, 2020
Using:
Carrying
Amount
503,496 $
23,829
1,002,578
7,490
3,941
253,000
4,000
Level 1
Level 2
Level 3
Total
14,115 $
—
—
—
—
489,381 $
23,829
—
—
52
— $
—
1,004,854
—
3,889
503,496
23,829
1,004,854
N/A
3,941
—
—
253,906
3,998
—
—
253,906
3,998
Fair Value Measurements at December 31, 2019
Using:
Carrying
Amount
190,325 $
60,193
1,168,008
7,490
4,563
402,034
61
Level 1
Level 2
Level 3
Total
9,785 $
—
—
—
—
180,540 $
60,193
—
—
252
— $
—
1,177,459
—
4,311
190,325
60,193
1,177,459
N/A
4,563
—
—
402,914
61
—
—
402,914
61
Loans: The exit price observations are obtained from an independent third-party using its proprietary valuation model and methodology and may not reflect
actual or prospective market valuations. The valuation is based on the probability of default, loss given default, recovery delay, prepayment, and discount
rate assumptions.
While the above estimates are based on management’s judgment of the most appropriate factors, as of the balance sheet date, there is no assurance that the
estimated fair values would have been realized if the assets were disposed of or the liabilities settled at that date, since market values may differ depending
on the various circumstances. The estimated fair values would also not apply to subsequent dates.
In addition, other assets and liabilities that are not financial instruments, such as premises and equipment, are not included in the above disclosures.
NOTE 15 — REVENUE FROM CONTRACTS WITH CUSTOMERS
All of the Company's revenue from contracts with customers in the scope of ASC 606 is recognized within noninterest income. The following table
presents the Company's sources of noninterest income. Items outside of the scope of the ASC 606 are noted as such.
Deposit service charges and fees
Loan servicing fees (1)
Mortgage brokerage and banking fees (1)
Gain on sale of equity securities (1)
Loss on disposal of other assets
Trust and insurance commissions and annuities income
Earnings on bank-owned life insurance (1)
Other (1)
Total noninterest income
For the years ended December 31,
2020
2019
3,196 $
552
98
—
(5)
961
70
494
5,366 $
3,844
451
149
295
(44)
844
136
497
6,172
$
$
(1) Not within the scope of ASC 606
60
Table of Contents
BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)
NOTE 15 — REVENUE FROM CONTRACTS WITH CUSTOMERS (continued)
A description of the Company's revenue streams accounted for under ASC 606 follows:
Deposit service charges and fees: The Company earns fees from its deposit customers based on specific types of transactions, account maintenance and
overdraft services. Transaction-based fees, which include services such as ATM use fees, 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 maintenance, 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. Service charges on deposits are withdrawn from the customer's
account balance.
Interchange income: The Company earns interchange fees from debit cardholder transactions conducted through the Visa payment network. Interchange
fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized daily, concurrently with the transaction
processing services provided to the cardholder. Interchange income is included in deposit service charges and fees. Interchange income for the years ended
December 31, 2020 and 2019 was $1.4 million and $1.5 million, respectively.
Trust and insurance commissions and annuities income: The Company earns trust, insurance commissions and annuities income from its contracts with
trust customers to manage assets for investment, and/or to transact on their accounts. These fees are primarily earned over time as the Company provides
the contracted monthly or quarterly services and are generally assessed based on a tiered scale of the market value of assets under management (AUM) at
month-end. Fees that are transaction based, including trade execution services, are recognized at the point in time that the transaction is executed, i.e., the
trade date. Other related services provided include fees the Company earns, which are based on a fixed fee schedule, are recognized when the services are
rendered.
Gains/losses on sales of OREO and other assets: The Company records a gain or loss from the sale of OREO and other assets when control of the
property transfers to the buyer, which generally occurs at the time of an executed deed. When the Company finances the sale of OREO to the buyer, the
Company assesses whether the buyer is committed to perform their obligations under the contract and whether collectability of the transaction price is
probable. Once these criteria are met, the OREO asset is derecognized and the gain or loss on sale is recorded upon the transfer of control of the property to
the buyer. In determining the gain or loss on the sale, the Company adjusts the transaction price and related gain (loss) on sale if a significant financing
component is present. OREO sales for the years ended December 31, 2020 and 2019 were not financed by the Company.
NOTE 16 – COMPANY ONLY CONDENSED FINANCIAL INFORMATION
Condensed financial information of BankFinancial Corporation as of December 31, 2020 and 2019 and for the two years then ended are as follows:
Condensed Statements of Financial Condition
Assets
Cash in subsidiary
Investment in subsidiary
Deferred tax asset
Other assets
Liabilities and Stockholders' Equity
Accrued expenses and other liabilities
Total stockholders’ equity
Condensed Statements of Operations
Dividends from subsidiary
Other expense
Income before income tax and undistributed subsidiary excess distributions
Income tax benefit
Income before equity in undistributed subsidiary excess distributions
Equity in undistributed subsidiary excess distributions
Net income
61
December 31,
2020
2019
10,996 $
161,678
393
658
173,725 $
795 $
172,930
173,725 $
6,864
164,847
558
2,115
174,384
12
174,372
174,384
For the years ended December 31,
2020
2019
13,713 $
1,625
12,088
(231)
12,319
(3,156)
9,163 $
21,200
1,600
19,600
(433)
20,033
(8,361)
11,672
$
$
$
$
$
$
Table of Contents
BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)
NOTE 16 – COMPANY ONLY CONDENSED FINANCIAL INFORMATION (continued)
Condensed Statements of Cash Flows
Cash flows from operating activities
Net income
Adjustments:
Equity in undistributed subsidiary excess distributions
Change in other assets
Change in accrued expenses and other liabilities
Net cash from operating activities
Cash flows from financing activities
Repurchase and retirement of common stock
Cash dividends paid on common stock
Net cash used in financing activities
Net change in cash in subsidiary
Beginning cash in subsidiary
Ending cash in subsidiary
For the years ended December 31,
2020
2019
$
9,163 $
3,156
1,622
783
14,724
(4,610)
(5,982)
(10,592)
4,132
6,864
10,996 $
$
11,672
8,361
2,643
(2,634)
20,042
(18,139)
(6,266)
(24,405)
(4,363)
11,227
6,864
NOTE 17 – SELECTED QUARTERLY FINANCIAL DATA (unaudited)
For the year ended December 31, 2020
Interest income
Interest expense
Net interest income
Provision for (recovery of) loan losses
Net interest income after provision for (recovery of) loan losses
Noninterest income
Noninterest expense
Income before income taxes
Income tax expense
Net income
Basic and diluted earnings per common share
$
$
First Quarter
$
Second
Quarter
Third
Quarter
Fourth
Quarter
13,194 $
1,869
11,325
42
11,283
1,163
9,249
3,197
845
2,352 $
0.16 $
12,485 $
1,488
10,997
(187)
11,184
1,264
9,787
2,661
713
1,948 $
0.13 $
12,543
947
11,596
(271)
11,867
1,541
9,774
3,634
1,189
2,445
0.17
14,653 $
2,684
11,969
471
11,498
1,398
9,628
3,268
850
2,418 $
0.16 $
The Company’s net income for the fourth quarter of 2020 included $605,000 of income related to loan prepayments, $255,000 of commercial credit
facilities fees, and $162,000 of fee income from the Paycheck Protection Program and a modest increase in trust income. These increases were partially
offset by a reduction of deposit services income related to retail account activity. The Company’s noninterest expense for the fourth quarter of 2020 was
consistent with the prior quarter despite increases in occupancy expenses related to COVID-19 health security and risk mitigation, real estate taxes on
branch facilities, personnel expenses related to equipment finance incentive plans and recruiting expenses related to the addition of originations and
underwriting personnel for the Bank's Commercial Finance Division and Treasury Services Department.
For the year ended December 31, 2019
Interest income
Interest expense
Net interest income
Provision for (recovery of) loan losses
Net interest income
Noninterest income
Noninterest expense
Income before income taxes
Income tax expense
Net income
Basic and diluted earnings per common share
First Quarter
$
Second
Quarter
Third
Quarter
Fourth
Quarter
16,522 $
3,419
13,103
3,957
9,146
1,426
9,472
1,100
293
807 $
0.05 $
16,628 $
3,386
13,242
(134)
13,376
1,474
9,509
5,341
1,417
3,924 $
0.26 $
15,732
3,105
12,627
89
12,538
1,648
9,562
4,624
1,234
3,390
0.22
16,526 $
3,307
13,219
(87)
13,306
1,624
10,098
4,832
1,281
3,551 $
0.22 $
$
$
The Company recorded net income of $3.4 million, or $0.22 per common share, for the fourth quarter of 2019. The Company’s net interest income before
provision for loan losses was $12.6 million due to the decline in the loan portfolio and lower market yields. The Company’s fourth quarter 2019 noninterest
expense includes a $24,000 net recovery of non-performing loans expenses due to collections of previous recognized expenses.
62
Table of Contents
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A.
CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures.
Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we
evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the
Exchange Act) as of the end of the period covered by this report (“Evaluation Date”). Based upon that evaluation, the Principal Executive Officer and
Principal Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective.
(b) Management’s Annual Report on Internal Control over Financial Reporting.
The annual report of management on the effectiveness of our internal control over financial reporting is set forth under “Report of Management on Internal
Control Over Financial Reporting” under Item 8 “Financial Statements and Supplementary Data.” This annual report does not include an attestation report
of the Company’s registered public accounting firm regarding internal control over financial reporting. As the Company is a non-accelerated filer,
management’s report is not subject to attestation by the Company’s registered public accounting firm pursuant to provisions of the Dodd-Frank Act that
permit the Company to provide only the management’s report in this annual report.
(c) Changes in internal controls.
There were no changes made in our internal controls during the fourth quarter of 2020 or, to our knowledge, in other factors that have materially affected,
or are reasonably likely to materially affect, these controls.
See the Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 included as Exhibits 31.1 and 31.2 to this Annual Report.
ITEM 9B.
OTHER INFORMATION
Not Applicable.
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Directors and Executive Officers
PART III
Information concerning directors and executive officers of the Company is incorporated herein by reference from our definitive Proxy Statement related to
our 2021 Annual Meeting of Stockholders (the “Proxy Statement”), specifically the sections captioned “Election of Directors; Information with Respect to
Directors and Executive Officers.”
Section 16(a) Beneficial Ownership Reporting Compliance
Information concerning Section 16(a) compliance is incorporated herein by reference from our Proxy Statement, specifically the sections captioned
“Beneficial Ownership of Common Stock by Certain Beneficial Owners and Management - Delinquent Section 16(a) Reports.”
Code of Ethics
We have adopted a Code of Ethics for Senior Financial Officers that applies to our principal executive officer, principal financial officer, principal
accounting officer, and persons performing similar functions. A copy of our Code of Ethics was attached as Exhibit 14 to our Annual Report on Form 10-K
filed with the Securities and Exchange Commission on March 27, 2006. We have also adopted a Code of Business Conduct, pursuant to NASDAQ
requirements, that applies generally to our directors, officers, and employees.
ITEM 11.
EXECUTIVE COMPENSATION
Information concerning executive compensation is incorporated herein by reference from our Proxy Statement, specifically the section captioned
“Executive Compensation.”
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
Information concerning securities ownership of certain owners and management is incorporated herein by reference from our Proxy Statement, specifically
the section captioned “Beneficial Ownership of Common Stock by Certain Beneficial Owners and Management.”
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information concerning relationships and transactions is incorporated herein by reference from our Proxy Statement, specifically the section captioned
“Transactions with Certain Related Persons.”
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information concerning principal accountant fees and services is incorporated herein by reference from our Proxy Statement, specifically the section
captioned “Ratification of the Appointment of the Independent Registered Public Accounting Firm.”
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1) Financial Statements
PART IV
The following consolidated financial statement of the registrant and its subsidiaries are filed as part of this document under Item 8 - “Financial Statements
and Supplementary Data.”
(A) Reports of Independent Registered Accounting Firms
(B)
Consolidated Statements of Financial Condition at December 31, 2020 and 2019
(C)
Consolidated Statements of Operations for the years ended December 31, 2020 and 2019
(D) Consolidated Statements of Comprehensive Income for the years ended December 31, 2020 and 2019
Table of Contents
63
(E)
Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2020 and 2019
(F)
Consolidated Statements of Cash Flows for the years ended December 31, 2020 and 2019
(G) Notes to Consolidated Financial Statements
(a)(2) Financial Statement Schedules
None.
(a)(3) Exhibits
The documents set forth below are filed herewith or incorporated herein by reference to the location indicated.
Exhibit
Location
3.1
Articles of Incorporation of BankFinancial Corporation
3.2
Bylaws of BankFinancial Corporation
3.3
Articles of Amendment to Charter of BankFinancial Corporation
3.4
Restated Bylaws of BankFinancial Corporation
4.1
Form of Common Stock Certificate of BankFinancial Corporation
4.2
Description of Registrant's Securities
10.1
BankFinancial FSB Employment Agreement with F. Morgan Gasior
10.2
BankFinancial FSB Employment Agreement with Paul A. Cloutier
10.3
Form of Stock Appreciation Rights Agreement
10.4
10.5
10.6
BankFinancial Corporation Employment Agreement with F. Morgan
Gasior
BankFinancial Corporation Employment Agreement with Paul A.
Cloutier
BankFinancial Corporation Employment Agreement with Elizabeth
A. Doolan
10.7
BankFinancial FSB Employment Agreement with Elizabeth A.
Doolan
Exhibit 3.1 to the Registration Statement on Form S-1 of the Company,
originally filed with the Securities and Exchange Commission on
September 23, 2004
Exhibit 3.2 to the Registration Statement on Form S-1 of the Company,
originally filed with the Securities and Exchange Commission on
September 23, 2004
Exhibit 3.3 to the Registration Statement on Form S-1 of the Company,
originally filed with the Securities and Exchange Commission on
September 23, 2004
Exhibit 3.1 to the Report on Form 8-K of the Company, originally filed
with the Securities and Exchange Commission on November 4, 2014
Exhibit 4 to the Registration Statement on Form S-1 of the Company,
originally filed with the Securities and Exchange Commission on
September 23, 2004
Exhibit 4.2 to the Annual Report on Form 10-K of the Company,
originally filed with the Securities and Exchange Commission on March 5,
2020.
Exhibit 10.1 to the Current Report on Form 8-K of the Company,
originally filed with the Securities and Exchange Commission on May 5,
2008
Exhibit 10.2 to the Current Report on Form 8-K of the Company,
originally filed with the Securities and Exchange Commission on May 5,
2008
Exhibit 10.8 to the Report on Form 8-K of the Company, originally filed
with the Securities and Exchange Commission on September 5, 2006
Exhibit 10.1 to the Report on Form 8-K of the Company, originally filed
with the Securities and Exchange Commission on October 20, 2008
Exhibit 10.2 to the Report on Form 8-K of the Company, originally filed
with the Securities and Exchange Commission on October 20, 2008
Exhibit 10.28 to the Annual Report on Form 10-K of the Company,
originally filed with the Securities and Exchange Commission on February
23, 2009.
Exhibit 10.29 to the Annual Report on Form 10-K of the Company,
originally filed with the Securities and Exchange Commission on February
10.8
BankFinancial FSB Employment Agreement with Gregg T. Adams
10.9
BankFinancial FSB Employment Agreement with John G. Manos
23, 2009.
Exhibit 10.30 to the Annual Report on Form 10-K/A of the Company
originally filed with the Securities and Exchange Commission on April 30,
2010.
Exhibit 10.31 to the Annual Report on Form 10-K/A of the Company
originally filed with the Securities and Exchange Commission on April 30,
2010.
Table of Contents
Exhibit
64
Location
10.10
10.11
10.12
10.13
10.14
10.15
10.16
14
21
Form of Extension of Term of Employment Period, for Named
Executive Officers of BankFinancial FSB (pursuant to terms of
existing agreements)
Amendment No. 2 to the Amended and Restated Employment
Agreement between BankFinancial, National Association and F.
Morgan Gasior
Amendment No. 2 to the Amended and Restated Employment
Agreement between BankFinancial, National Association and Paul A.
Cloutier
Amendment No. 2 to the Amended and Restated Employment
Agreement between BankFinancial, National Association and John
G. Manos
Amendment No. 2 to the Amended and Restated Employment
Agreement between BankFinancial Corporation and F. Morgan
Gasior
Amendment No. 2 to the Amended and Restated Employment
Agreement between BankFinancial Corporation and Paul A. Cloutier
Form of Extension of Term of Employment Period, for Named
Executive Officers of BankFinancial, National Association (pursuant
to terms of existing agreements)
Code of Ethics for Senior Financial Officers
Subsidiaries of Registrant
Exhibit 10.2 to the Report on Form 8-K of the Company, originally filed
with the Securities and Exchange Commission on April 29, 2016
Exhibit 10.1 to the Quarterly Report on Form 10-Q of the Company,
originally filed with the Securities and Exchange Commission on July 26,
2017
Exhibit 10.2 to the Quarterly Report on Form 10-Q of the Company,
originally filed with the Securities and Exchange Commission on July 26,
2017
Exhibit 10.4 to the Quarterly Report on Form 10-Q of the Company,
originally filed with the Securities and Exchange Commission on July 26,
2017
Exhibit 10.1 to the Report on Form 8-K of the Company, originally filed
with the Securities and Exchange Commission on August 1, 2017
Exhibit 10.2 to the Report on Form 8-K of the Company, originally filed
with the Securities and Exchange Commission on August 1, 2017
Exhibit 10.2 to the Report on Form 8-K of the Company, originally filed
with the Securities and Exchange Commission on June 19, 2018
Exhibit 14 to the Annual Report on Form 10-K of the Company, originally
filed with the Securities and Exchange Commission on March 27, 2006
Exhibit 21 to the Registration Statement on Form S-1 of the Company,
originally filed with the Securities and Exchange Commission on
September 23, 2004
23.1
Consent of RSM US LLP
following
Certification of Chief Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
Certification of Chief Executive Officer and Chief Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
The
the BankFinancial
financial statements
Corporation Annual Report on Form 10-K for the year ended
December 31, 2020, formatted
in Inline Extensive Business
Reporting Language (iXBRL): (i) consolidated statements of
financial condition, (ii) consolidated statements of operations,
(iii)
income,
(iv)consolidated statements of changes in stockholders' equity,
(v)consolidated statements of cash flows and (vi) the notes to
consolidated financial statements.
Cover Page Interactive Data File (formatted as Inline XBRL and
contained in Exhibit 101)
comprehensive
consolidated
statements
from
of
Filed herewith
Filed herewith
Filed herewith
Furnished herewith
Filed herewith
Filed herewith
31.1
31.2
32
101
104
*
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and
furnished to the Securities and Exchange Commission or its staff upon request.
ITEM 16.
FORM 10-K SUMMARY
Not Applicable.
Table of Contents
SIGNATURES
65
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Date:
February 25, 2021
BANKFINANCIAL CORPORATION
By:
/s/ F. Morgan Gasior
Pursuant to the requirements of the Securities Exchange of 1934, this report has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
F. Morgan Gasior
Chairman of the Board, Chief Executive Officer and President
(Duly Authorized Representative)
Signatures
Title
/s/ F. Morgan Gasior
F. Morgan Gasior
/s/ Paul A. Cloutier
Paul A. Cloutier
/s/ Elizabeth A. Doolan
Elizabeth A. Doolan
/s/ Cassandra J. Francis
Cassandra J. Francis
/s/ John M. Hausmann
John M. Hausmann
/s/ Thomas F. O'Neill
Thomas F. O'Neill
/s/ Terry R. Wells
Terry R. Wells
/s/ Glen R. Wherfel
Glen R. Wherfel
Debra R. Zukonik
Chairman of the Board, Chief Executive Officer and President
(Principal Executive Officer)
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
Senior Vice President and Controller
(Principal Accounting Officer)
Director
Director
Director
Director
Director
Director
66
Date
February 25, 2021
February 25, 2021
February 25, 2021
February 25, 2021
February 25, 2021
February 25, 2021
February 25, 2021
February 25, 2021
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statements (No. 333-127737 and 333-137082) on Form S-8 of BankFinancial
Corporation of our report dated February 25, 2021, relating to the consolidated financial statements of BankFinancial Corporation appearing in this Annual
Report on Form 10-K of BankFinancial Corporation for the year ended December 31, 2020.
Exhibit 23.1
/s/ RSM US LLP
Chicago, Illinois
February 25, 2021
Exhibit 31.1
I, F. Morgan Gasior, certify that:
Certification of Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
1.
2.
3.
4.
a)
b)
c)
d)
5.
a)
b)
I have reviewed this Annual Report on Form 10-K of BankFinancial Corporation, a Maryland corporation;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by
this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most
recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant’s internal control over financial reporting; and
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Date: February 25, 2021
/s/ F. Morgan Gasior
F. Morgan Gasior
Chairman of the Board,
Chief Executive Officer and President
Exhibit 31.2
I, Paul A. Cloutier, certify that:
Certification of Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
1.
2.
3.
4.
a)
b)
c)
d)
5.
a)
b)
I have reviewed this Annual Report on Form 10-K of BankFinancial Corporation, a Maryland corporation;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by
this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most
recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant’s internal control over financial reporting; and
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
Date: February 25, 2021
/s/ Paul A. Cloutier
Paul A. Cloutier
Executive Vice President and
Chief Financial Officer
Certification of Chief Executive Officer and Chief Financial Officer
Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
Exhibit 32
F. Morgan Gasior, Chairman of the Board, Chief Executive Officer and President of BankFinancial Corporation, a Maryland corporation (the “Company”)
and Paul A. Cloutier, Executive Vice President and Chief Financial Officer of the Company, each certify in his capacity as an officer of the Company that
he has reviewed the Annual Report on Form 10-K for the year ended December 31, 2020 (the “Report”) and that to the best of his knowledge:
1.
2.
the Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: February 25, 2021
Date: February 25, 2021
/s/ F. Morgan Gasior
F. Morgan Gasior
Chairman of the Board, Chief Executive Officer
and President
/s/ Paul A. Cloutier
Paul A. Cloutier
Executive Vice President and Chief Financial
Officer
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished
to the Securities and Exchange Commission or its staff upon request.