bwb_Current_Folio

10-Q 1 bwb-20190331x10q.htm 10-Q bwb_Current_Folio_10Q

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2019

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

For the transition period from ____________ to ________

Commission File Number 001-38412

BRIDGEWATER BANCSHARES, INC.

(Exact name of registrant as specified in its charter)


Minnesota (State or other jurisdiction of incorporation or organization)		26‑0113412 (I.R.S. Employer Identification No.)

3800 American Boulevard West, Suite 100 Bloomington, Minnesota (Address of principal executive offices)		55431 (Zip Code)

(952) 893‑6868

(Registrant’s telephone number, including area code)

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 (§ 232.405 of this chapter) 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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐

Non‑accelerated filer	☒	Smaller reporting company	☒
	Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes ☐ No ☒

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


Title of each class:	Trading Symbol	Name of each exchange on which registered:
Common Stock, $0.01 Par Value	BWB	The Nasdaq Stock Market LLC

The number of shares of the Common Stock outstanding as of May 2, 2019 was 30,070,543.

Table of Contents


PART I FINANCIAL INFORMATION	3

Item 1. Consolidated Financial Statements (unaudited)	3
Consolidated Balance Sheets	3
Consolidated Statements of Income	4
Consolidated Statements of Comprehensive Income	5
Consolidated Statements of Shareholders’ Equity	6
Consolidated Statements of Cash Flows	7
Notes to Consolidated Financial Statements	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3. Quantitative and Qualitative Disclosures About Market Risk	51
Item 4. Controls and Procedures	53

PART II OTHER INFORMATION	53

Item 1. Legal Proceedings	53
Item 1A. Risk Factors	53
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	53
Item 3. Defaults Upon Senior Securities	53
Item 4. Mine Safety Disclosures	53
Item 5. Other Information	54
Item 6. Exhibits	54

SIGNATURES	55

Table of Contents

PART 1 – FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

Bridgewater Bancshares, Inc. and Subsidiaries

Consolidated Balance Sheets

(dollars in thousands, except share data)


	March 31,		December 31,
	2019		2018
	(Unaudited)
ASSETS
Cash and Cash Equivalents	$	48,750	$	28,444
Bank-Owned Certificates of Deposit		2,948		3,305
Securities Available for Sale, at Fair Value		250,285		253,378
Loans, Net of Allowance for Loan Losses of $20,607 at March 31, 2019 (unaudited) and $20,031 at December 31, 2018		1,698,231		1,640,385
Federal Home Loan Bank (FHLB) Stock, at Cost		7,324		7,614
Premises and Equipment, Net		15,697		13,074
Accrued Interest		7,058		6,589
Goodwill		2,626		2,626
Other Intangible Assets, Net		1,004		1,052
Other Assets		14,188		17,274
Total Assets	$	2,048,111	$	1,973,741

LIABILITIES AND EQUITY
LIABILITIES
Deposits:
Noninterest Bearing	$	404,937	$	369,203
Interest Bearing		1,238,729		1,191,731
Total Deposits		1,643,666		1,560,934
Federal Funds Purchased		—		18,000
Notes Payable		14,500		15,000
FHLB Advances		124,000		124,000
Subordinated Debentures, Net of Issuance Costs		24,656		24,630
Accrued Interest Payable		1,679		1,806
Other Liabilities		7,835		8,373
Total Liabilities		1,816,336		1,752,743

SHAREHOLDERS' EQUITY
Preferred Stock- $0.01 par value
Authorized 10,000,000; None Issued and Outstanding at March 31, 2019 (unaudited) and December 31, 2018		—		—
Common Stock- $0.01 par value
Common Stock - Authorized 75,000,000; Issued and Outstanding 30,097,674 at March 31, 2019 (unaudited) and 30,097,274 at December 31, 2018		301		301
Non-voting Common Stock- Authorized 10,000,000; Issued and Outstanding -0- at March 31, 2019 (unaudited) and December 31, 2018		—		—
Additional Paid-In Capital		126,209		126,031
Retained Earnings		103,252		96,234
Accumulated Other Comprehensive Income (Loss)		2,013		(1,568)
Total Shareholders' Equity		231,775		220,998
Total Liabilities and Equity	$	2,048,111	$	1,973,741

See accompanying notes to consolidated financial statements.

Table of Contents

Bridgewater Bancshares, Inc. and Subsidiaries

Consolidated Statements of Income

(dollars in thousands, except per share data)

(Unaudited)


	Three Months Ended
	March 31,		March 31,
	2019		2018
INTEREST INCOME
Loans, Including Fees	$	22,179	$	17,048
Investment Securities		1,901		1,567
Other		187		95
Total Interest Income		24,267		18,710

INTEREST EXPENSE
Deposits		5,703		3,009
Notes Payable		121		152
FHLB Advances		775		299
Subordinated Debentures		377		369
Federal Funds Purchased		160		118
Total Interest Expense		7,136		3,947

NET INTEREST INCOME		17,131		14,763
Provision for Loan Losses		600		600

NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES		16,531		14,163

NONINTEREST INCOME
Customer Service Fees		191		170
Net Loss on Sales of Available for Sale Securities		(5)		—
Net Gain on Sales of Foreclosed Assets		—		4
Other Income		448		213
Total Noninterest Income		634		387

NONINTEREST EXPENSE
Salaries and Employee Benefits		4,802		4,318
Occupancy and Equipment		656		574
Other Expense		2,427		1,640
Total Noninterest Expense		7,885		6,532

INCOME BEFORE INCOME TAXES		9,280		8,018
Provision for Income Taxes		2,262		2,068
NET INCOME	$	7,018	$	5,950

EARNINGS PER SHARE
Basic	$	0.23	$	0.23
Diluted		0.23		0.23
Dividends Paid Per Share		—		—

See accompanying notes to consolidated financial statements.

Table of Contents

Bridgewater Bancshares, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Income

(dollars in thousands)

(Unaudited)


	Three Months Ended
	March 31,
	2019		2018
Net Income	$	7,018	$	5,950
Other Comprehensive Income (Loss):
Unrealized Gains (Losses) on Available for Sale Securities		4,618		(4,147)
Unrealized Gains (Losses) on Cash Flow Hedge		(91)		119
Reclassification Adjustment for Losses Realized in Income		5		—
Income Tax Impact		(951)		899
Total Other Comprehensive Income (Loss), Net of Tax		3,581		(3,129)
Comprehensive Income	$	10,599	$	2,821

See accompanying notes to consolidated financial statements.

Table of Contents

Bridgewater Bancshares, Inc. and Subsidiaries

Consolidated Statements of Shareholders’ Equity

Three Months Ended March 31, 2019 and 2018

(dollars in thousands, except share data)

(Unaudited)


											Accumulated
							Additional				Other
	Shares		Common Stock				Paid-‑In		Retained		Comprehensive
	Voting	Nonvoting	Voting		Nonvoting		Capital		Earnings		Income (Loss)		Total

BALANCE December 31, 2017	20,834,001	3,845,860	$	208	$	38	$	66,324	$	69,508	$	1,084	$	137,162
Stock-based Compensation	—	—		—		—		199		—		—		199
Comprehensive Income (Loss)	—	—		—		—		—		5,950		(3,129)		2,821
Issuance of Common Stock, Net of Issuance Costs	5,379,513	—		54		—		58,803		—		—		58,857
Conversion of Non-voting Stock to Voting Stock	1,022,318	(1,022,318)		10		(10)		—		—		—		—
Reclassification of the Income Tax Effects of the Tax Cuts and Jobs Act to Retained Earnings	—	—		—		—		—		(194)		194		—
BALANCE March 31, 2018	27,235,832	2,823,542	$	272	$	28	$	125,326	$	75,264	$	(1,851)	$	199,039

BALANCE December 31, 2018	30,097,274	—	$	301	$	—	$	126,031	$	96,234	$	(1,568)	$	220,998
Stock-based Compensation	—	—		—		—		175		—		—		175
Comprehensive Income	—	—		—		—		—		7,018		3,581		10,599
Stock Options Exercised	400	—		—		—		3		—		—		3
BALANCE March 31, 2019	30,097,674	—	$	301	$	—	$	126,209	$	103,252	$	2,013	$	231,775

See accompanying notes to consolidated financial statements.

Table of Contents

Bridgewater Bancshares, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(dollars in thousands)

(Unaudited)


	Three Months Ended
	March 31,
	2019		2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	$	7,018	$	5,950
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Net Amortization on Securities Available for Sale		668		699
Net Loss on Sales of Securities Available for Sale		5		—
Provision for Loan Losses		600		600
Depreciation and Amortization of Premises and Equipment		210		184
Amortization of Other Intangible Assets		48		48
Amortization of Subordinated Debt Issuance Costs		26		25
Net Gain on Sale of Foreclosed Assets		—		(4)
Stock-based Compensation		175		199
Changes in Operating Assets and Liabilities:
Accrued Interest Receivable and Other Assets		1,574		(2,084)
Accrued Interest Payable and Other Liabilities		(665)		(1,103)
Net Cash Provided by Operating Activities		9,659		4,514

CASH FLOWS FROM INVESTING ACTIVITIES
(Increase) Decrease in Bank-owned Certificates of Deposit		357		(731)
Proceeds from Sales of Securities Available for Sale		8,150		—
Proceeds from Maturities, Paydowns, Payups and Calls of Securities Available for Sale		4,761		5,345
Purchases of Securities Available for Sale		(5,867)		(17,519)
Net Increase in Loans		(58,446)		(58,262)
Net (Increase) Decrease in FHLB Stock		290		(67)
Purchases of Premises and Equipment		(2,833)		(220)
Proceeds from Sales of Foreclosed Assets		—		297
Net Cash Used in Investing Activities		(53,588)		(71,157)

CASH FLOWS FROM FINANCING ACTIVITIES
Net Increase in Deposits		82,732		13,686
Net Decrease in Federal Funds Purchased		(18,000)		(14,000)
Principal Payments on Notes Payable		(500)		(500)
Proceeds from FHLB Advances		—		5,000
Stock Options Exercised		3		—
Issuance of Common Stock		—		58,857
Net Cash Provided by Financing Activities		64,235		63,043

NET CHANGE IN CASH AND CASH EQUIVALENTS		20,306		(3,600)
Cash and Cash Equivalents Beginning		28,444		23,725
Cash and Cash Equivalents Ending	$	48,750	$	20,125

SUPPLEMENTAL CASH FLOW DISCLOSURE
Cash Paid for Interest	$	7,237	$	3,828
Cash Paid for Income Taxes		—		2,150
Loans Transferred to Foreclosed Assets		—		—

See accompanying notes to consolidated financial statements.

Table of Contents

Bridgewater Bancshares, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(dollars in thousands, except share data)

(Unaudited)

Note 1: Description of the Business and Summary of Significant Accounting Policies

Organization

Bridgewater Bancshares, Inc. (the “Company”) is a financial holding company whose operations consist of the ownership of its wholly-owned subsidiaries, Bridgewater Bank (the “Bank”) and Bridgewater Risk Management, Inc. The Bank commenced operations in 2005 and provides retail and commercial loan and deposit services, principally to customers within the Minneapolis-St. Paul-Bloomington, MN-WI Metropolitan Statistical Area. In 2008, the Bank formed BWB Holdings, LLC, a wholly owned subsidiary of the Bank, for the purpose of holding repossessed property. In 2018, the Bank formed Bridgewater Investment Management, Inc., a wholly owned subsidiary of the Bank, for the purpose of holding certain municipal securities and to engage in municipal lending activities.

Bridgewater Risk Management was incorporated in 2016 as a wholly-owned insurance company subsidiary of the Company. It insures the Company and its subsidiaries against certain risks unique to the operations of the Company and for which insurance may not be currently available or economically feasible in today’s insurance marketplace. Bridgewater Risk Management pools resources with several other insurance company subsidiaries of financial institutions to spread a limited amount of risk among themselves.

Basis of Presentation

The accompanying unaudited consolidated financial statements were prepared in accordance with instructions for Form 10‑Q and, therefore, do not include all disclosures necessary for a complete presentation of the consolidated balance sheets, consolidated statements of income, consolidated statements of comprehensive income, consolidated statements of shareholders’ equity and consolidated statements of cash flows in conformity with U.S. generally accepted accounting principles (“GAAP”). However, all normal recurring adjustments which are, in the opinion of management, necessary for the fair presentation of the interim financial statements have been included. The results of operations for the three-month period ended March 31, 2019 are not necessarily indicative of the results which may be expected for the entire year. For further information, refer to the consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 14, 2019.

Principles of Consolidation

These consolidated financial statements include the amounts of the Company, the Bank, with locations in Bloomington, Greenwood, Minneapolis (2), St. Louis Park, Orono, and St. Paul, Minnesota, BWB Holdings, LLC, Bridgewater Investment Management, Inc., and Bridgewater Risk Management, Inc. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates in Preparation of Financial Statements

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Material estimates that are particularly susceptible to significant change in the near term include the valuation of securities, determination of the allowance for loan losses, calculation of deferred tax assets, and fair value of financial instruments.

Table of Contents

Emerging Growth Company

The Company qualifies as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. In addition, even if the Company complies with the greater obligations of public companies that are not emerging growth companies, the Company may avail itself of the reduced requirements applicable to emerging growth companies from time to time in the future, so long as the Company is an emerging growth company. The Company will continue to be an emerging growth company until the earliest to occur of: (1) the end of the fiscal year following the fifth anniversary of the date of the first sale of common equity securities under the Company’s Registration Statement on Form S-1, which was declared effective by the SEC on March 13, 2018; (2) the last day of the fiscal year in which the Company has $1.07 billion or more in annual revenues; (3) the date on which the Company is deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); or (4) the date on which the Company has, during the previous three-year period, issued publicly or privately, more than $1.0 billion in non-convertible debt securities. Management cannot predict if investors will find the Company’s common stock less attractive because it will rely on these exemptions. If some investors find the Company’s common stock less attractive as a result, there may be a less active trading market for its common stock and the Company’s stock price may be more volatile.

Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933 for complying with new or revised accounting standards. As an emerging growth company, the Company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company elected to take advantage of the benefits of this extended transition period.

Impact of Recently Issued Accounting Standards

The following accounting standard updates (“ASU”) have been issued by the Financial Accounting Standards Board (“FASB”) and may impact the Company’s consolidated financial statements in future reporting periods.

In May 2014, the FASB issued ASU 2014‑09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014‑09”). ASU 2014‑09 implements a common revenue standard that clarifies the principles for recognizing revenue. The core principle of ASU 2014‑09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2015‑14, Revenue from Contracts with Customers (Topic 606) (“ASU 2015‑14”) was issued in August 2015 which defers adoption to annual reporting periods beginning after December 15, 2018 and interim reporting periods beginning after December 15, 2019. The timing of the Company’s revenue recognition is not expected to materially change. The Company’s largest portions of revenue, interest and fees on loans, are specifically excluded from the scope of the guidance, and the Company currently recognizes the majority of the remaining revenue sources in a manner that management believes is consistent with the new guidance. Because of this, management believes that revenue recognized under the new guidance will generally approximate revenue recognized under current GAAP. These observations are subject to change as the evaluation is completed.

In January 2016, the FASB issued ASU 2016‑01, Financial Instruments—Overall (Subtopic 825‑10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016‑01”). This guidance changes how entities account for equity investments that do not result in consolidation and are not accounted for under the equity method of accounting. Entities will be required to measure these investments at fair value at the end of each reporting period and recognize changes in fair value in net income. A practicability exception will be available for equity

Table of Contents

investments that do not have readily determinable fair values; however, the exception requires the Company to adjust the carrying amount for impairment and observable price changes in orderly transactions for the identical or a similar investment of the same issuer. This guidance also changes certain disclosure requirements and other aspects of current GAAP. This guidance is effective for fiscal years beginning after December 15, 2018 and for interim reporting periods beginning after December 15, 2019. Early adoption is permitted for only one of the six amendments. The Company is evaluating the impact this new standard will have on its consolidated financial statements.

In February 2016, the FASB issued ASU 2016‑02, Leases (Topic 842) (“ASU 2016‑02”). The new guidance establishes the principles to report transparent and economically neutral information about the assets and liabilities that arise from leases. Entities will be required to recognize the lease assets and lease liabilities that arise from leases in the statement of financial position and to disclose qualitative and quantitative information about lease transactions, such as information about variable lease payments and options to renew and terminate leases. Also, in July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements which provides an optional transition method to adopt the new requirements of ASU 2016-02 as of the adoption date with no adjustment to the presentation or disclosure of comparative prior periods included in the financial statement in the period of adoption. The guidance is effective for fiscal years beginning after December 15, 2019 and interim reporting periods beginning after December 15, 2020. The Company’s assets and liabilities will increase based on the present value of the remaining lease payments for leases in place at the adoption date; however, this is not expected to be significant to the Company’s results of operations.

In June 2016, the FASB issued ASU 2016‑13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (modified by ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments – Credit Losses and ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments Credit Losses.) The amendments in this ASU affect all entities that measure credit losses on financial instruments including loans, debt securities, trade receivables, net investments in leases, off-balance sheet credit exposures, reinsurance receivables, and any other financial asset that has a contractual right to receive cash that is not specifically excluded. The main objective of this ASU is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. To achieve this objective, the amendments in this ASU replace the incurred loss impairment methodology required in current GAAP with a methodology that reflects expected credit losses that requires consideration of a broader range of reasonable and supportable information to estimate credit losses. The amendments in this ASU will affect entities to varying degrees depending on the credit quality of the assets held by the entity, the duration of the assets held, and how the entity applies the current incurred loss methodology. The amendments in this ASU are effective for fiscal years and interim reporting periods beginning after December 15, 2021.

All entities may adopt the amendments in the ASU early as of the fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Amendments should be applied using a modified retrospective transition method by means of a cumulative-effect adjustment to equity as of the beginning of the period in which the guidance is adopted. The Company is evaluating the impact this new standard will have on its consolidated financial statements.

In January 2017, the FASB issued ASU 2017‑04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The amendments in this ASU were issued to address concerns over the cost and complexity of the two-step goodwill impairment test and resulted in the removal of the second step of the test. The amendments require an entity to apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The new guidance does not amend the optional qualitative assessment of goodwill impairment. This ASU is intended to reduce the cost and complexity of the two-step goodwill impairment test and is effective for annual and interim goodwill impairment tests in fiscal years beginning after December 15, 2021, with early adoption permitted for testing performed after January 1, 2017. Upon adoption, the amendments should be applied on a prospective basis and the entity is required to disclose the nature of and reason for the change in accounting principle upon transition. The adoption of this guidance is not expected to have a significant impact on the Company’s consolidated financial statements.

Table of Contents

In March 2017, the FASB issued ASU 2017‑08, Receivables – Nonrefundable Fees and Other Costs (Subtopic 310‑20): Premium Amortization on Purchased Callable Debt Securities. The amendments in this ASU shorten the amortization period for certain callable debt securities held at a premium. Specifically, the amendments require the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount as discounts continue to be accreted to maturity. This ASU is intended to more closely align the amortization period of premiums and discounts to expectations incorporated in market pricing on the underlying securities. In most cases, market participants price securities to the call date that produces the worst yield when the coupon is above current market rates and prices securities to maturity when the coupon is below market rates. As a result, the amendments more closely align interest income recorded on bonds held at a premium or a discount with the economics of the underlying instrument. This ASU is intended to reduce diversity in practice and is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. Upon adoption, the amendments should be applied using a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. Additionally, in the period of adoption, an entity should provide disclosures about a change in accounting principles. The adoption of this guidance is not expected to have a significant impact on the Company’s consolidated financial statements.

In August 2017, the FASB issued ASU 2017‑12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The amendments of this ASU better align an entity’s accounting and financial reporting for hedging activities with the economic objectives of those activities. The ASU is effective for fiscal years beginning after December 15, 2019 and interim reporting periods beginning after December 15, 2020, with early adoption permitted. The Company is evaluating the impact this new standard will have on its consolidated financial statements.

In August 2018, the FASB issued ASU 2018‑13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. The amendments of this ASU modify the disclosure requirements for fair value measurements by removing, modifying, or adding certain disclosures. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. The adoption of this guidance is not expected to have a significant impact on the Company’s consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40). The amendments in this ASU align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by these amendments. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The adoption of this guidance is not expected to have a significant impact on the Company’s consolidated financial statements.

In March 2019, the FASB issued ASU No. 2019-01, Leases (Topic 842): Codification Improvements. This ASU provides clarifications to increase transparency and comparability among organizations by recognizing lease assets and liabilities on the balance sheet and disclosing essential information about leasing transactions. Specifically, this ASU (i) states that for lessors that are not manufacturers or dealers, the fair value of the underlying asset is its cost, less any volume or trade discounts, as long as there isn’t a significant amount of time between acquisition of the asset and lease commencement, (ii) allows for the cash flows received for sales-type and direct financing leases to continue to be presented as results from investing, and (iii) clarifies the transition guidance related to certain interim disclosures provided in the year of adoption. The guidance is effective for fiscal years beginning after December 15, 2019 and interim reporting periods beginning after December 15, 2020. The adoption of this guidance is not expected to have a significant impact on the Company’s consolidated financial statements.

Table of Contents

Note 2: Earnings Per Share

Basic earnings per common share are computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per common share are calculated by dividing net income by the weighted average number of shares adjusted for the dilutive effect of stock options. The dilutive effect was computed using the treasury stock method, which assumes the stock options were exercised and the hypothetical proceeds from the exercise were used by the Company to purchase common stock at the average market price during the period.

The following table presents the numerators and denominators for basic and diluted earnings per share computations for the three months ended March 31, 2019 and 2018:


	Three Months Ended
	March 31,
	2019		2018
Net Income Available to Common Shareholders	$	7,018	$	5,950
Weighted Average Common Stock Outstanding:
Weighted Average Common Stock Outstanding (Basic)		30,097,638		25,755,764
Stock Options		609,098		415,669
Weighted Average Common Stock Outstanding (Dilutive)		30,706,736		26,171,433

Basic Earnings per Common Share	$	0.23	$	0.23
Diluted Earnings per Common Share		0.23		0.23

Note 3: Securities

The following tables present the amortized cost and estimated fair value of securities with gross unrealized gains and losses at March 31, 2019 and December 31, 2018:


	March 31, 2019
			Gross		Gross
	Amortized		Unrealized		Unrealized
	Cost		Gains		Losses		Fair Value
Securities Available for Sale:
U.S. Treasury Securities	$	14,922	$	5	$	(5)	$	14,922
Municipal Bonds		113,334		3,547		(269)		116,612
Mortgage-Backed Securities		47,505		210		(637)		47,078
Corporate Securities		26,152		187		(60)		26,279
SBA Securities		46,085		18		(709)		45,394
Total Securities Available for Sale	$	247,998	$	3,967	$	(1,680)	$	250,285


	December 31, 2018
			Gross		Gross
	Amortized		Unrealized		Unrealized
	Cost		Gains		Losses		Fair Value
Securities Available for Sale:
U.S. Treasury Securities	$	17,862	$	54	$	(19)	$	17,897
Municipal Bonds		117,991		1,257		(1,115)		118,133
Mortgage-Backed Securities		48,816		52		(1,692)		47,176
Corporate Securities		21,170		72		(124)		21,118
SBA Securities		49,876		13		(835)		49,054
Total Securities Available for Sale	$	255,715	$	1,448	$	(3,785)	$	253,378

Table of Contents

The following tables present the fair value and gross unrealized losses of securities with unrealized losses, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at March 31, 2019 and December 31, 2018:


	Less Than 12 Months				12 Months or Greater				Total
			Unrealized				Unrealized				Unrealized
	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
March 31, 2019
U.S. Treasury Securities	$	9,970	$	(5)	$	—	$	—	$	9,970	$	(5)
Municipal Bonds		695		—		16,730		(269)		17,425		(269)
Mortgage-Backed Securities		7		—		33,931		(637)		33,938		(637)
Corporate Securities		6,571		(28)		2,012		(32)		8,583		(60)
SBA Securities		11,812		(91)		28,939		(618)		40,751		(709)
Total Securities Available for Sale	$	29,055	$	(124)	$	81,612	$	(1,556)	$	110,667	$	(1,680)


	Less Than 12 Months				12 Months or Greater				Total
			Unrealized				Unrealized				Unrealized
	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
December 31, 2018
U.S. Treasury Securities	$	14,866	$	(19)	$	—	$	—	$	14,866	$	(19)
Municipal Bonds		15,405		(199)		34,172		(916)		49,577		(1,115)
Mortgage-Backed Securities		1,751		(21)		41,776		(1,671)		43,527		(1,692)
Corporate Securities		9,063		(74)		1,996		(50)		11,059		(124)
SBA Securities		28,186		(366)		15,878		(469)		44,064		(835)
Total Securities Available for Sale	$	69,271	$	(679)	$	93,822	$	(3,106)	$	163,093	$	(3,785)

At March 31, 2019, 130 debt securities had unrealized losses with aggregate depreciation of approximately 1.5% from the Company’s amortized cost basis. At December 31, 2018, 195 debt securities had unrealized losses with aggregate depreciation of approximately 2.3% from the Company’s amortized cost basis. These unrealized losses relate principally to changes in interest rates and are not due to changes in the financial condition of the issuer, the quality of any underlying assets, or applicable credit enhancements. In analyzing whether unrealized losses on debt securities are other than temporary, management considers whether the securities are issued by a government body or agency, whether a rating agency has downgraded the securities, industry analysts’ reports, the financial condition and performance of the issuer, and the quality of any underlying assets or credit enhancements. Since management has the ability and intent to hold these debt securities for the foreseeable future, no declines were deemed to be other than temporary as of March 31, 2019.

The following is a summary of amortized cost and estimated fair value of debt securities by the lesser of expected call date or contractual maturity as of March 31, 2019. Call date is used when a call of the debt security is expected, determined by the Company when the security has a market value above its amortized cost. Contractual maturities will differ from expected maturities for mortgage-backed and SBA securities because borrowers may have the right to call or prepay obligations without penalties.


March 31, 2019	Amortized Cost		Fair Value
Due in One Year or Less	$	20,827	$	20,861
Due After One Year Through Five Years		29,250		29,685
Due After Five Years Through 10 Years		88,451		90,690
Due After 10 Years		15,880		16,577
Subtotal		154,408		157,813
Mortgage-Backed Securities		47,505		47,078
SBA Securities		46,085		45,394
Totals	$	247,998	$	250,285

As of March 31, 2019 and December 31, 2018, the securities portfolio was unencumbered.

Table of Contents

The following is a summary of the proceeds from sales of securities available for sale, as well as gross gains and losses, for the three months ended March 31, 2019 and 2018:


	Three Months Ended
	March 31,
	2019		2018
Proceeds From Sales of Securities	$	8,150	$	—
Gross Gains on Sales		76		—
Gross Losses on Sales		(81)		—

Note 4: Loans

The following table presents the components of the loan portfolio at March 31, 2019 and December 31, 2018:


	March 31,		December 31,
	2019		2018
Commercial	$	284,807	$	260,833
Construction and Land Development		178,782		210,041
Real Estate Mortgage:
1-4 Family Mortgage		233,131		226,773
Multifamily		417,975		407,934
CRE Owner Occupied		66,130		64,458
CRE Non-owner Occupied		538,998		490,632
Total Real Estate Mortgage Loans		1,256,234		1,189,797
Consumer and Other		3,806		4,260
Total Loans, Gross		1,723,629		1,664,931
Allowance for Loan Losses		(20,607)		(20,031)
Net Deferred Loan Fees		(4,791)		(4,515)
Total Loans, Net	$	1,698,231	$	1,640,385

The following table presents the activity in the allowance for loan losses, by segment, for the three months ended March 31, 2019 and 2018:


			Construction						CRE		CRE
			and Land		1-‑4 Family				Owner		Non‑owner		Consumer
Three Months Ended March 31, 2019	Commercial		Development		Mortgage		Multifamily		Occupied		Occupied		and Other		Unallocated		Total
Allowance for Loan Losses:
Beginning Balance	$	2,898	$	2,451	$	2,597	$	4,644	$	808	$	5,872	$	65	$	696	$	20,031
Provision for Loan Losses		480		(354)		5		71		(18)		477		12		(73)		600
Loans Charged-off		(19)		—		—		—		—		—		(17)		—		(36)
Recoveries of Loans		2		—		9		—		—		—		1		—		12
Total Ending Allowance Balance	$	3,361	$	2,097	$	2,611	$	4,715	$	790	$	6,349	$	61	$	623	$	20,607

Three Months Ended March 31, 2018
Allowance for Loan Losses:
Beginning Balance	$	2,435	$	1,892	$	2,317	$	3,170	$	956	$	5,087	$	60	$	585	$	16,502
Provision for Loan Losses		(230)		(127)		91		306		(42)		320		1		281		600
Loans Charged-off		—		—		—		—		—		—		(12)		—		(12)
Recoveries of Loans		20		—		10		—		—		—		1		—		31
Total Ending Allowance Balance	$	2,225	$	1,765	$	2,418	$	3,476	$	914	$	5,407	$	50	$	866	$	17,121

Table of Contents

The following tables present the balance in the allowance for loan losses and the recorded investment in loans, by segment, based on impairment method as of March 31, 2019 and December 31, 2018:


			Construction						CRE		CRE
			and Land		1-‑4 Family				Owner		Non‑owner		Consumer
Allowance for Loan Losses at March 31, 2019	Commercial		Development		Mortgage		Multifamily		Occupied		Occupied		and Other		Unallocated		Total
Individually Evaluated for Impairment	$	322	$	—	$	13	$	—	$	—	$	—	$	—	$	—	$	335
Collectively Evaluated for Impairment		3,039		2,097		2,598		4,715		790		6,349		61		623		20,272
Totals	$	3,361	$	2,097	$	2,611	$	4,715	$	790	$	6,349	$	61	$	623	$	20,607

Allowance for Loan Losses at December 31, 2018
Individually Evaluated for Impairment	$	8	$	—	$	17	$	—	$	22	$	—	$	—	$	—	$	47
Collectively Evaluated for Impairment		2,890		2,451		2,580		4,644		786		5,872		65		696		19,984
Totals	$	2,898	$	2,451	$	2,597	$	4,644	$	808	$	5,872	$	65	$	696	$	20,031


			Construction						CRE		CRE
			and Land		1-‑4 Family				Owner		Non‑owner		Consumer
Loans at March 31, 2019	Commercial		Development		Mortgage		Multifamily		Occupied		Occupied		and Other		Total
Individually Evaluated for Impairment	$	681	$	192	$	2,096	$	—	$	445	$	—	$	55	$	3,469
Collectively Evaluated for Impairment		284,126		178,590		231,035		417,975		65,685		538,998		3,751		1,720,160
Totals	$	284,807	$	178,782	$	233,131	$	417,975	$	66,130	$	538,998	$	3,806	$	1,723,629

Loans at December 31, 2018
Individually Evaluated for Impairment	$	8	$	198	$	1,676	$	—	$	365	$	—	$	58	$	2,305
Collectively Evaluated for Impairment		260,825		209,843		225,097		407,934		64,093		490,632		4,202		1,662,626
Totals	$	260,833	$	210,041	$	226,773	$	407,934	$	64,458	$	490,632	$	4,260	$	1,664,931

The following table presents information regarding total carrying amounts and total unpaid principal balances of impaired loans by loan segment as of March 31, 2019 and December 31, 2018:


	March 31, 2019						December 31, 2018
	Recorded		Principal		Related		Recorded		Principal		Related
	Investment		Balance		Allowance		Investment		Balance		Allowance
Loans With No Related Allowance for Loan Losses:
Construction and Land Development	$	192	$	801	$	—	$	198	$	807	$	—
Real Estate Mortgage:
HELOC and 1-4 Family Junior Mortgage		157		157		—		157		157		—
1st REM - 1-4 Family		—		—		—		253		253		—
1st REM - Rentals		1,634		1,634		—		957		957		—
CRE Owner Occupied		445		445		—		209		209		—
Consumer and Other		55		76		—		58		78		—
Totals		2,483		3,113		—		1,832		2,461		—

Loans With An Allowance for Loan Losses:
Commercial		681		681		322		8		8		8
Real Estate Mortgage:
HELOC and 1-4 Family Junior Mortgage		305		331		13		309		336		17
CRE Owner Occupied		—		—		—		156		156		22
Totals		986		1,012		335		473		500		47
Grand Totals	$	3,469	$	4,125	$	335	$	2,305	$	2,961	$	47

Table of Contents

The following table presents information regarding the average balances and interest income recognized on impaired loans by loan segment for the three months ended March 31, 2019 and 2018:



	Three Months Ended March 31,
	2019				2018
	Average		Interest		Average		Interest
	Investment		Recognized		Investment		Recognized
Loans With No Related Allowance for Loan Losses:
Construction and Land Development	$	198	$	—	$	579		—
Real Estate Mortgage:
HELOC and 1-4 Family Junior Mortgage		157		2		508		3
1st REM - 1-4 Family		—		—		124		—
1st REM - Rentals		1,637		9		1,113		13
CRE Owner Occupied		449		6		524		7
Consumer and Other		57		—		72		—
Totals		2,498		17		2,920		23

Loans With An Allowance for Loan Losses:
Commercial		688		9		14		—
Real Estate Mortgage:
HELOC and 1-4 Family Junior Mortgage		308		—		—		—
LOCs and 2nd REM - Rentals		—		—		64		1
1st REM - Rentals		—		—		134		1
Multifamily		—		—		65		1
CRE Owner Occupied		—		—		159		2
Totals		996		9		436		5
Grand Totals	$	3,494	$	26	$	3,356	$	28

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information and current economic trends, among other factors. The process of analyzing loans for changes in risk rating is ongoing through routine monitoring of the portfolio and annual internal credit reviews for credits meeting certain thresholds.

The following tables present the risk category of loans by loan segment as of March 31, 2019 and December 31, 2018, based on the most recent analysis performed by management:


	March 31, 2019
	Pass		Watch		Substandard		Total
Commercial	$	284,126	$	—	$	681	$	284,807
Construction and Land Development		178,358		232		192		178,782
Real Estate Mortgage:
HELOC and 1-4 Family Junior Mortgage		29,994		138		—		30,132
1st REM - 1-4 Family		39,419		126		180		39,725
LOCs and 2nd REM - Rentals		14,256		500		462		15,218
1st REM - Rentals		144,757		1,845		1,454		148,056
Multifamily		417,975		—		—		417,975
CRE Owner Occupied		63,821		—		2,309		66,130
CRE Non-owner Occupied		535,835		3,163		—		538,998
Consumer and Other		3,751		—		55		3,806
Totals	$	1,712,292	$	6,004	$	5,333	$	1,723,629

Table of Contents


	December 31, 2018
	Pass		Watch		Substandard		Total
Commercial	$	260,225	$	600	$	8	$	260,833
Construction and Land Development		207,174		2,669		198		210,041
Real Estate Mortgage:
HELOC and 1-4 Family Junior Mortgage		30,669		587		—		31,256
1st REM - 1-4 Family		37,526		126		253		37,905
LOCs and 2nd REM - Rentals		11,341		628		474		12,443
1st REM - Rentals		142,357		1,854		958		145,169
Multifamily		407,934		—		—		407,934
CRE Owner Occupied		62,223		—		2,235		64,458
CRE Non-owner Occupied		487,438		3,194		—		490,632
Consumer and Other		4,202		—		58		4,260
Totals	$	1,651,089	$	9,658	$	4,184	$	1,664,931

The following tables present the aging of the recorded investment in past due loans by loan segment as of March 31, 2019 and December 31, 2018:


	Accruing Interest
			30-89 Days		90 Days or
March 31, 2019	Current		Past Due		More Past Due		Nonaccrual		Total
Commercial	$	284,668	$	131	$	—	$	8	$	284,807
Construction and Land Development		178,590		—		—		192		178,782
Real Estate Mortgage:
HELOC and 1-4 Family Junior Mortgage		29,827		—		—		305		30,132
1st REM - 1-4 Family		38,728		—		—		997		39,725
LOCs and 2nd REM - Rentals		15,218		—		—		—		15,218
1st REM - Rentals		148,056		—		—		—		148,056
Multifamily		417,975		—		—		—		417,975
CRE Owner Occupied		65,887		243		—		—		66,130
CRE Non-owner Occupied		538,998		—		—		—		538,998
Consumer and Other		3,738		13		—		55		3,806
Totals	$	1,721,685	$	387	$	—	$	1,557	$	1,723,629


	Accruing Interest
			30-89 Days		90 Days or
December 31, 2018	Current		Past Due		More Past Due		Nonaccrual		Total
Commercial	$	260,813	$	12	$	—	$	8	$	260,833
Construction and Land Development		209,843		—		—		198		210,041
Real Estate Mortgage:
HELOC and 1-4 Family Junior Mortgage		30,939		—		—		317		31,256
1st REM - 1-4 Family		37,705		200		—		—		37,905
LOCs and 2nd REM - Rentals		12,443		—		—		—		12,443
1st REM - Rentals		145,169		—		—		—		145,169
Multifamily		407,934		—		—		—		407,934
CRE Owner Occupied		64,360		98		—		—		64,458
CRE Non-owner Occupied		490,632		—		—		—		490,632
Consumer and Other		4,201		1		—		58		4,260
Totals	$	1,664,039	$	311	$	—	$	581	$	1,664,931

At March 31, 2019, there were four loans classified as troubled debt restructurings with a current outstanding balance of $531. In comparison, at December 31, 2018, there were three loans classified as troubled debt restructurings with an outstanding balance of $437. There was one new loan classified as a troubled debt restructuring during the three month period ended March 31, 2019 and no loans classified as troubled debt restructurings during the previous twelve months that subsequently defaulted during the three months ended March 31, 2019.

Table of Contents

Note 5: Deposits

The following table presents the composition of deposits at March 31, 2019 and December 31, 2018:


	March 31,		December 31,
	2019		2018
Transaction Deposits	$	585,396	$	548,770
Savings and Money Market Deposits		434,186		402,639
Time Deposits		346,163		318,356
Brokered Deposits		277,921		291,169
Totals	$	1,643,666	$	1,560,934

Note 6: Tax Credit Investments

The Company invests in qualified affordable housing projects and federal historic projects for the purpose of community reinvestment and obtaining tax credits. The Company’s tax credit investments are limited to existing lending relationships with well-known developers and projects within the Company’s market area.

The following table presents the Company’s investments in qualified affordable housing projects and other tax credit investments at March 31, 2019 and December 31, 2018:


		March 31, 2019				December 31, 2018
Investment	Accounting Method		Investment		Unfunded Commitment (1)		Investment		Unfunded Commitment
Low Income Housing Tax Credit (LIHTC)	Proportional Amortization	$	2,364	$	—	$	2,436	$	—
Federal Historic Tax Credit (FHTC)	Equity		1,917		3,169		1,814		3,226
Total		$	4,281	$	3,169	$	4,250	$	3,226

(1)

All commitments are expected to be paid by the Company by December 31, 2019.

The following table presents the amortization expense and tax benefit recognized for the Company’s qualified affordable housing projects and other tax credit investments for the three months ended March 31, 2019 and 2018:


	Amortization		Tax Benefit
	Expense (1)		Recognized (2)
Period Ended March 31, 2019
LIHTC	$	72	$	(83)
FHTC		177		(214)
Total	$	249	$	(297)
Period Ended March 31, 2018
LIHTC	$	94	$	(99)
FHTC		—		—
Total	$	94	$	(99)

(1)

The amortization expense for the LIHTC investments are included in income tax expense. The amortization for the FHTC tax credits are included in noninterest expense.

(2)

All of the tax benefits recognized are included in income tax expense. The tax benefit recognized for the FHTC investments primarily reflects the tax credits generated from the investments, and excludes the net tax expense/benefit of the investments’ income/loss.

Table of Contents

Note 7: Commitments, Contingencies and Credit Risk

Financial Instruments with Off-Balance Sheet Credit Risk

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the consolidated balance sheets.

The Company’s exposure to credit loss is represented by the contractual, or notional, amount of these commitments. The Company follows the same credit policies in making commitments as it does for on-balance sheet instruments. Since some of the commitments are expected to expire without being drawn upon and some of the commitments may not be drawn upon to the total extent of the commitment, the notional amount of these commitments does not necessarily represent future cash requirements.

The following commitments were outstanding at March 31, 2019 and December 31, 2018:


	March 31,		December 31,
	2019		2018
Unfunded Commitments Under Lines of Credit	$	404,674	$	395,032
Letters of Credit		72,985		81,053
Totals	$	477,659	$	476,085

The Company had outstanding letters of credit with the FHLB in the amount of $101,612 and $129,152 at March 31, 2019 and December 31, 2018, respectively, on behalf of customers and to secure public deposits.

On August 27, 2018, the Bank and Reuter Walton Commercial, LLC (the “Contractor”) entered into a Standard Form of Agreement Between Owner and Contractor and the corresponding General Conditions of the Contract for Construction (collectively, the “Construction Contract”). Under the Construction Contract, the Contractor will construct the core and shell of a new headquarters building for the Bank in St. Louis Park, Minnesota, and the Bank will pay the Contractor a contract price consisting of the cost of work plus a fee equal to 3.75% of the cost of work, subject to a guaranteed maximum price of $23,000, with anticipated construction completed in 2020. As of March 31, 2019, $2,857 has been paid under this Construction Contract.

Legal Contingencies

Neither the Company nor any of its subsidiaries is a party, and no property of these entities is subject, to any material pending legal proceedings, other than ordinary routine litigation incidental to the Bank’s business. The Company does not know of any proceeding contemplated by a governmental authority against the Company or any of its subsidiaries.

Note 8: Stock Options

In 2017, the Company approved the Bridgewater Bancshares, Inc. 2017 Combined Incentive and Non-Statutory Stock Option Plan (the “2017 Plan”). Under the 2017 Plan, the Company may grant options to its directors, officers, and employees for up to 1,500,000 shares of common stock. Both incentive stock options and nonqualified stock options may be granted under the Plan. The exercise price of each option equals the estimated market value of the Company’s stock on the date of grant and an option’s maximum term is ten years. All outstanding options have been granted with a vesting period of five years. As of March 31, 2019 and December 31, 2018, there were 530,000 and 540,000, respectively, unissued shares of the Company’s common stock authorized for option grants under the 2017 Plan.

The fair value of each option award is estimated on the date of grant using a closed form option valuation (Black-Scholes) model that uses the assumptions noted in the table below. Expected volatilities are based on an industry index as described below. The expected term of options granted is based on historical data and represents the period of time that options granted are expected to be outstanding, which takes into account that the options are not transferable.

Table of Contents

The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of the grant. Historically, the Company has not paid a dividend on its common stock and does not expect to do so in the near future.

The Company used the S&P 600 CM Bank Index as its historical volatility index. The S&P 600 CM Bank Index is an index of publicly traded small capitalization, regional, commercial banks located throughout the United States. There were 44 banks in the index ranging in market capitalization from $470.0 million up to $4.5 billion.

The weighted average assumptions used in the model for valuing stock option grants for the three months ended March 31, 2019, are as follows:


	March 31,
	2019
Dividend Yield	—	%
Expected Life	7	Years
Expected Volatility	20.92	%
Risk-Free Interest Rate	2.67	%

The following table presents a summary of the status of the Company’s stock option plans for the three months ended March 31, 2019:


	March 31, 2019
		Weighted
		Average
	Shares	Exercise Price
Outstanding at Beginning of Year	1,807,100	$	6.24
Granted	10,000		11.15
Exercised	(400)		7.47
Forfeitures	(1,600)		7.47
Outstanding at Period End	1,815,100	$	6.26

Options Exercisable at Period End	834,700	$	4.03

For the three months ended March 31, 2019 and 2018, the Company recognized compensation expense for stock options of $175 and $199, respectively.

The following table presents information pertaining to options outstanding at March 31, 2019:


		Options Outstanding					Options Exercisable
		Number	Remaining				Number
Exercise Price		Outstanding	Contractual Life		Exercise Price		Outstanding
$	1.65	7,500	2.6	Years	$	1.65		7,500
	2.13	90,000	4.0	Years		2.13		90,000
	3.00	490,000	4.8	Years		3.00		490,000
	3.58	50,000	5.8	Years		3.58		40,000
	7.47	1,037,600	8.5	Years		7.47		207,200
	13.22	25,000	9.1	Years		13.22		—
	12.86	45,000	9.4	Years		12.86		—
	12.94	35,000	9.5	Years		12.94		—
	11.59	25,000	9.6	Years		11.59		—
	11.15	10,000	9.9	Years		11.15		—
	Totals	1,815,100	7.2	Years	$	6.26	$	834,700

Table of Contents

As of March 31, 2019, there was $2,515 of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the 2017 Plan that is expected to be recognized over a period of five years.

The following is an analysis of nonvested options to purchase shares of the Company’s stock issued and outstanding for the three months ended March 31, 2019:


		Weighted
	Number of	Average Grant
	Shares	Date Fair Value
Nonvested Options at December 31, 2018	1,086,000	$	2.78
Granted	10,000		3.30
Vested	(114,000)		1.57
Forfeited	(1,600)		2.80
Nonvested Options at March 31, 2019	980,400	$	2.93

Note 9: Regulatory Capital

Effective January 1, 2015, the capital requirements of the Company and the Bank were changed to implement the regulatory requirements of the Basel III capital reforms. The Basel III requirements, among other things, (i) apply a strengthened set of capital requirements to the Company and Bank, including requirements related to common equity as a component of core capital, (ii) implement a “capital conservation buffer” against risk and higher minimum tier 1 capital requirement, and (iii) revise the rules for calculating risk-weighted assets for purposes of such requirements. The rules made corresponding revisions to the prompt corrective action framework and include the new capital ratios and buffer requirements which were phased in incrementally, with full implementation on January 1, 2019. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve qualitative measures of their assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the tables below and defined in the regulations) of Total Capital to Risk Weighted Assets, Tier 1 Capital to Risk Weighted Assets, Common Equity Tier 1 Capital to Risk Weighted Assets, and Tier 1 Capital to Average Assets.

Table of Contents

The following tables present the Company and the Bank’s capital amounts and ratios as of March 31, 2019 and December 31, 2018:


					Minimum Required				For Capital Adequacy				To be Well Capitalized
					For Capital Adequacy				Purposes Plus Capital				Under Prompt Corrective
	Actual				Purposes				Conservation Buffer				Action Regulations
March 31, 2019	Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio
	(dollars in thousands)
Company (Consolidated):
Total Risk-Based Capital	$	271,755	14.58	%	$	149,076	8.00	%	$	195,663	10.50	%		N/A	N/A
Tier 1 Risk-Based Capital		226,132	12.14			111,807	6.00			158,394	8.50			N/A	N/A
Common Equity Tier 1 Capital		226,132	12.14			83,855	4.50			130,442	7.00			N/A	N/A
Tier 1 Leverage Ratio		226,132	11.26			80,344	4.00			80,344	4.00			N/A	N/A
Bank:
Total Risk-Based Capital	$	238,889	12.83	%	$	149,002	8.00	%	$	195,564	10.50	%	$	186,252	10.00	%
Tier 1 Risk-Based Capital		217,922	11.70			111,751	6.00			158,314	8.50			149,002	8.00
Common Equity Tier 1 Capital		217,922	11.70			83,813	4.50			130,376	7.00			121,064	6.50
Tier 1 Leverage Ratio		217,922	10.88			80,088	4.00			80,088	4.00			100,110	5.00


					Minimum Required				For Capital Adequacy				To be Well Capitalized
					For Capital Adequacy				Purposes Plus Capital				Under Prompt Corrective
	Actual				Purposes				Conservation Buffer				Action Regulations
December 31, 2018	Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio
	(dollars in thousands)
Company (Consolidated):
Total Risk-Based Capital	$	263,909	14.55	%	$	145,111	8.00	%	$	179,121	9.875	%		N/A	N/A
Tier 1 Risk-Based Capital		218,888	12.07			108,833	6.00			142,844	7.875			N/A	N/A
Common Equity Tier 1 Capital		218,888	12.07			81,625	4.50			115,635	6.375			N/A	N/A
Tier 1 Leverage Ratio		218,888	11.23			77,971	4.00			77,971	4.00			N/A	N/A
Bank:
Total Risk-Based Capital	$	230,865	12.76	%	$	144,776	8.00	%	$	178,707	9.875	%	$	180,970	10.00	%
Tier 1 Risk-Based Capital		210,474	11.63			108,582	6.00			142,514	7.875			144,776	8.00
Common Equity Tier 1 Capital		210,474	11.63			81,436	4.50			115,368	6.375			117,630	6.50
Tier 1 Leverage Ratio		210,474	10.82			77,795	4.00			77,795	4.00			97,244	5.00

The Company and the Bank must maintain a capital conservation buffer as defined by Basel III regulatory capital guidelines, in order to avoid limitations on capital distributions, including dividend payments and certain discretionary bonus payments to executive officers. The capital conservation buffer was fully phased-in on January 1, 2019 at 2.5%. The required phase-in capital conservation buffer during 2018 was 1.875%.

Note 10: Stock Repurchase Program

On January 22, 2019, the Company adopted a stock repurchase program. Under the repurchase program, the Company may repurchase up to $15 million of its common stock during the 24-month period beginning on January 22, 2019. The stock repurchase program permits the Company’s management to acquire shares of the Company’s common stock from time to time in the open market in accordance with Rule 10b-18 of the Securities Exchange Act or in privately negotiated transactions at prices management considers to be attractive and in the best interests of the Company and its shareholders. The stock repurchase program does not obligate the Company to repurchase shares of its common stock, and there is no assurance that the Company will do so.

Any repurchases are subject to compliance with applicable laws and regulations. Repurchases will be conducted in consideration of general market and economic conditions, regulatory requirements, availability of funds, and other relevant consideration, as determined by the Company. The stock repurchase program may be modified, suspended or

Table of Contents

discontinued at any time at the discretion of the Company’s Board of Directors. No shares were purchased under the program during the three months ended March 31, 2019.

Note 11: Fair Value Measurement

The Company categorizes its assets and liabilities measured at fair value into a three-level hierarchy based on the priority of the inputs to the valuation technique used to determine fair value. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used in the determination of the fair value measurement fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement. Assets and liabilities valued at fair value are categorized based on the inputs to the valuation techniques as follows:

Level 1 – Inputs that utilized quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access.

Level 2 – Inputs that include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instruments. Fair values for these instruments are estimated using pricing models, quoted prices of securities with similar characteristics, or discounted cash flows.

Level 3 – Inputs that are unobservable for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity.

Subsequent to initial recognition, the Company may re-measure the carrying value of assets and liabilities measured on a nonrecurring basis to fair value. Adjustments to fair value usually result when certain assets are impaired. Such assets are written down from their carrying amounts to their fair value.

Professional standards allow entities the irrevocable option to elect to measure certain financial instruments and other items at fair value for the initial and subsequent measurement on an instrument-by-instrument basis. The Company adopted the policy to value certain financial instruments at fair value. The Company has not elected to measure any existing financial instruments at fair value; however, it may elect to measure newly acquired financial instruments at fair value in the future.

Recurring Basis

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The following tables present the balances of the assets and liabilities measured at fair value on a recurring basis as of March 31, 2019 and December 31, 2018:


	March 31, 2019
	Level 1		Level 2		Level 3		Total
Securities Available for Sale:
U.S. Treasury Securities	$	14,922	$	—	$	—	$	14,922
Municipal Bonds		—		116,612		—		116,612
Mortgage-Backed Securities		—		47,078		—		47,078
Corporate Securities		—		26,279		—		26,279
SBA Securities		—		45,394		—		45,394
Interest Rate Swap		—		261		—		261
Totals	$	14,922	$	235,624	$	—	$	250,546

Table of Contents


	December 31, 2018
	Level 1		Level 2		Level 3		Total
Securities Available for Sale:
U.S. Treasury Securities	$	17,897	$	—	$	—	$	17,897
Municipal Bonds		—		118,133		—		118,133
Mortgage-Backed Securities		—		47,176		—		47,176
Corporate Securities		—		21,118		—		21,118
SBA Securities		—		49,054		—		49,054
Interest Rate Swap		—		352		—		352
Totals	$	17,897	$	235,833	$	—	$	253,730

Investment Securities

When available, the Company uses quoted market prices to determine the fair value of investment securities; such items are classified in Level 1 of the fair value hierarchy.

For the Company’s investments, when quoted prices are not available for identical securities in an active market, the Company determines fair value utilizing vendors who apply matrix pricing for similar bonds where no price is observable or may compile prices from various sources. These models are primarily industry-standard models that consider various assumptions, including time value, yield curve, volatility factors, prepayment speeds, default rates, loss severity, current market, and contractual prices for the underlying financial instruments, as well as other relevant economic measures. Substantially, all of these assumptions are observable in the marketplace and can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Fair values from these models are verified, where possible, against quoted market prices for recent trading activity of assets with similar characteristics to the security being valued. Such methods are generally classified as Level 2. However, when prices from independent sources vary, or cannot be obtained or corroborated, a security is generally classified as Level 3.

Interest Rate Swap

Interest rate swaps are traded in over-the-counter markets where quoted market prices are not readily available. For those interest rate swaps, fair value is determined using internally developed models of a third party that uses primarily market observable inputs, such as yield curves and option volatilities, and accordingly are valued using Level 2 inputs.

Nonrecurring Basis

Certain assets are measured at fair value on a nonrecurring basis. These assets are not measured at fair value on an ongoing basis; however, they are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment or a change in the amount of previously recognized impairment.

The following tables present net impairment losses related to nonrecurring fair value measurements of certain assets at March 31, 2019 and December 31, 2018:


	March 31, 2019
	Level 1		Level 2		Level 3		Loss
Impaired Loans	$	—	$	652	$	—	$	335
Totals	$	—	$	652	$	—	$	335


	December 31, 2018
	Level 1		Level 2		Level 3		Loss
Impaired Loans	$	—	$	426	$	—	$	396
Totals	$	—	$	426	$	—	$	396

Table of Contents

Impaired Loans

In accordance with the provisions of the loan impairment guidance, impairment is measured on loans when it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement. The fair value of impaired loans is estimated using one of several methods, including collateral value, market value of similar debt, or discounted cash flows. Those impaired loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceeds the recorded investments in such loans. Impaired loans for which an allowance is established based on the fair value of collateral require classification in the fair value hierarchy. Collateral values are estimated using Level 2 inputs based on customized discounting criteria.

Impairment amounts on impaired loans represent specific valuation allowance and write-downs during the period presented on impaired loans that were individually evaluated for impairment based on the estimated fair value of the collateral less estimated selling costs, excluding impaired loans fully charged-off.

Fair Value

Disclosure of fair value information about financial instruments, for which it is practicable to estimate that value, is required whether or not recognized in the consolidated balance sheets. In cases where quoted market prices are not available, fair values are based on estimates using present value of cash flow or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimate of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases could not be realized in immediate settlement of the instruments. Certain financial instruments with a fair value that is not practicable to estimate and all non-financial instruments are excluded from the disclosure requirements. Accordingly, the aggregate fair value amounts presented do not necessarily represent the underlying value of the Company.

Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular instrument. Because no market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters that could affect the estimates. Fair value estimates are based on existing on and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business. Deposits with no stated maturities are defined as having a fair value equivalent to the amount payable on demand. This prohibits adjusting fair value derived from retaining those deposits for an expected future period of time. This component, commonly referred to as a deposit base intangible, is neither considered in the above amounts nor is it recorded as an intangible asset on the balance sheet. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in the estimates.

Table of Contents

The following tables present the carrying amount and estimated fair values of financial instruments at March 31, 2019 and December 31, 2018:


	March 31, 2019
			Fair Value Hierarchy
	Carrying								Estimated
	Amount		Level 1		Level 2		Level 3		Fair Value
Financial Assets:
Cash and Due From Banks	$	48,750	$	48,750	$	—	$	—	$	48,750
Bank-Owned Certificates of Deposit		2,948		—		2,954		—		2,954
Securities Available for Sale		250,285		14,922		235,363		—		250,285
FHLB Stock, at Cost		7,324		—		7,324		—		7,324
Loans, Net		1,698,231		—		1,691,265		—		1,691,265
Accrued Interest Receivable		7,058		—		7,058		—		7,058
Interest Rate Swap		261		—		261		—		261

Financial Liabilities:
Deposits	$	1,643,666	$	—	$	1,646,677	$	—	$	1,646,677
Federal Funds Purchased		—		—		—		—		—
Notes Payable		14,500		—		14,587		—		14,587
FHLB Advances		124,000		—		126,036		—		126,036
Subordinated Debentures		24,656		—		25,453		—		25,453
Accrued Interest Payable		1,679		—		1,679		—		1,679


	December 31, 2018
			Fair Value Hierarchy
	Carrying								Estimated
	Amount		Level 1		Level 2		Level 3		Fair Value
Financial Assets:
Cash and Due From Banks	$	28,444	$	28,444	$	—	$	—	$	28,444
Bank-Owned Certificates of Deposit		3,305		—		3,292		—		3,292
Securities Available for Sale		253,378		17,897		235,481		—		253,378
FHLB Stock, at Cost		7,614		—		7,614		—		7,614
Loans, Net		1,640,385		—		1,634,196		—		1,634,196
Accrued Interest Receivable		6,589		—		6,589		—		6,589
Interest Rate Swap		352		—		352		—		352

Financial Liabilities:
Deposits	$	1,560,934	$	—	$	1,560,488	$	—	$	1,560,488
Federal Funds Purchased		18,000		—		18,000		—		18,000
Notes Payable		15,000		—		15,551		—		15,551
FHLB Advances		124,000		—		124,952		—		124,952
Subordinated Debentures		24,630		—		25,365		—		25,365
Accrued Interest Payable		1,806		—		1,806		—		1,806

The following methods and assumptions were used by the Company to estimate fair value of consolidated financial statements not previously discussed.

Cash and due from banks – The carrying amount of cash and cash equivalents approximates their fair value.

Bank-owned certificates of deposit – Fair values of bank-owned certificates of deposit are estimated using the discounted cash flow analysis based on current rates for similar types of deposits.

FHLB stock – The carrying amount of FHLB stock approximates its fair value.

Table of Contents

Loans, Net – Fair values for loans are estimated based on discounted cash flows, using interest rates currently being offered for loans with similar terms to borrowers with similar credit quality.

Accrued interest receivable – The carrying amount of accrued interest receivable approximates its fair value since it is short term in nature and does not present anticipated credit concerns.

Deposits – The fair values disclosed for demand deposits without stated maturities (interest and noninterest transaction, savings, and money market accounts) are equal to the amount payable on demand at the reporting date (their carrying amounts). Fair values for the fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits.

Federal funds purchased – The carrying amount of federal funds purchased approximates the fair value.

Notes payable and subordinated debt – The fair value of the Company’s notes payable and subordinated debt are estimated using a discounted cash flow analysis, based on the Company’s current incremental borrowing rate for similar types of borrowing arrangements.

FHLB advances – The fair values of the Company’s FHLB advances are estimated using discounted cash flow analysis based on the Company’s current incremental borrowing rates for similar types of borrowing agreements.

Accrued interest payable – The carrying amount of accrued interest payable approximates its fair value since it is short term in nature.

Off-balance-sheet instruments – Fair values of the Company’s off-balance-sheet instruments (lending commitments and unused lines of credit) are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements, the counterparties’ credit standing and discounted cash flow analysis. The fair value of these off-balance-sheet items approximates the recorded amounts of the related fees and was not material at March 31, 2019 and December 31, 2018.

Limitations – The fair value of a financial instrument is the current amount that would be exchanged between market participants, other than in a forced liquidation. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. Consequently, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.

Note 12: Subsequent Events

On April 23, 2019, the Company’s shareholders approved the Bridgewater Bancshares, Inc. 2019 Equity Incentive Plan (the “2019 Plan”). Under the 2019 Plan, the Company may issue various types of equity awards including, but not limited to, incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock and stock-based awards, as well as cash-based awards to its directors, officers, and employees for up to 1,000,000 shares of common stock. There are currently no awards outstanding under the 2019 Plan.

On April 23, 2019, the Company’s shareholders approved the second amendment and restatement of the Company’s Articles of Incorporation to cancel the entire class of non-voting common stock, $0.01 par value per share. The Second Amended and Restated Articles of Incorporation became effective on April 24, 2019 upon filing with the Minnesota Secretary of State.

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

The following discussion explains the Company’s financial condition and results of operations as of and for the three months ended March 31, 2019. Annualized results for this interim period may not be indicative of results for the full year or future periods. The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes presented elsewhere in this report and the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the Securities and Exchange Commission (the “SEC”) on March 14, 2019.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements concerning plans, estimates, calculations, forecasts and projections with respect to the anticipated future performance of the Company. These statements are often, but not always, identified by words such as “may”, “might”, “should”, “could”, “predict”, “potential”, “believe”, “expect”, “continue”, “will”, “anticipate”, “seek”, “estimate”, “intend”, “plan”, “projection”, “would”, “annualized”, “target” and “outlook”, or the negative version of those words or other comparable words of a future or forward-looking nature. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following:

loan concentrations in our portfolio;

the overall health of the local and national real estate market;

our ability to successfully manage credit risk;

business and economic conditions generally and in the financial services industry, nationally and within our market area;

our ability to maintain an adequate level of allowance for loan losses;

our high concentration of large loans to certain borrowers;

our ability to successfully manage liquidity risk;

our dependence on non-core funding sources and our cost of funds;

our ability to raise additional capital to implement our business plan;

our ability to implement our growth strategy and manage costs effectively;

the composition of our senior leadership team and our ability to attract and retain key personnel;

the occurrence of fraudulent activity, breaches or failures of our information security controls or cybersecurity-related incidents;

interruptions involving our information technology and telecommunications systems or third-party servicers;

competition in the financial services industry;

the effectiveness of our risk management framework;

the commencement and outcome of litigation and other legal proceedings and regulatory actions against us;

the impact of recent and future legislative and regulatory changes;

Table of Contents

interest rate risk;

fluctuations in the values of the securities held in our securities portfolio;

the imposition of tariffs or other governmental policies impacting the value of products produced by our commercial borrowers; and

any other risks described in the “Risk Factors” section of this report and in the Company’s Annual Report on Form 10-K as of December 31, 2018, filed with the SEC on March 14, 2019, as well as those set forth in other reports filed by the Company with the SEC.

Any forward-looking statement made by us in this report is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Overview

The Company is a financial holding company headquartered in Bloomington, Minnesota, which is currently celebrating thirteen years of successful operations. The principal sources of funds for loans and investments are transaction, savings, time, and other deposits, and short-term and long-term borrowings. The Company’s principal sources of income are interest and fees collected on loans, interest and dividends earned on investment securities and service charges. The Company’s principal expenses are interest paid on deposit accounts and borrowings, employee compensation and other overhead expenses. The Company’s simple, efficient business model of providing responsive support and unconventional experiences to clients continues to be the underlying principle that drives the Company’s profitable growth.

Critical Accounting Policies and Estimates

The consolidated financial statements of the Company are prepared based on the application of certain accounting policies, the most significant of which are described in Note 1 of the notes to the consolidated financial statements included as a part of the Company’s Annual Report on Form 10-K. Certain of these policies require numerous estimates and strategic or economic assumptions that may prove inaccurate or subject to variation and may significantly affect the reported results and financial position for the current period or in future periods. The use of estimates, assumptions, and judgments are necessary when financial assets and liabilities are required to be recorded or adjusted to reflect fair value. Assets carried at fair value inherently result in more financial statement volatility. Fair values and information used to record valuation adjustments for certain assets and liabilities are based on either quoted market prices or are provided by other independent third-party sources, when available. When such information is not available, management estimates valuation adjustments. Changes in underlying factors, assumptions or estimates in any of these areas could have a material impact on the future financial condition and results of operations of the Company.

The JOBS Act permits the Company an extended transition period for complying with new or revised accounting standards affecting public companies. The Company has elected to take advantage of this extended transition period, which means that the financial statements included in this report, as well as any financial statements filed in the future, will not be subject to all new or revised accounting standards generally applicable to public companies for the transition period for so long as the Company remains an emerging growth company or until the Company affirmatively and irrevocably opts out of the extended transition period under the JOBS Act.

The following is a discussion of the critical accounting policies and significant estimates that require us to make complex and subjective judgements.

Allowance for Loan Losses

The allowance for loan losses, sometimes referred to as the “allowance,” is established through a provision for loan losses which is charged to expense. Loan losses are charged against the allowance when management determines all

Table of Contents

or a portion of the loan balance to be uncollectible. Subsequent recoveries, if any, are credited to the allowance for cash received on previously charged-off amounts. If the allowance is considered inadequate to absorb future loan losses on existing loans for any reason, including but not limited to, increases in the size of the loan portfolio, increases in charge-offs or changes in the risk characteristics of the loan portfolio, then the provision for loan losses is increased.

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the original contractual terms of the loan agreement. The collection of all amounts due according to original contractual terms means that both the contractual interest and principal payments of a loan will be collected as scheduled in the loan agreement. An impaired loan is measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate, or, as a practical expedient, at the loan’s observable market price, or the fair value of the underlying collateral, reduced by costs to sell on a discounted basis, is used if a loan is collateral dependent.

Investment Securities Impairment

Periodically, the Company may need to assess whether there have been any events or economic circumstances to indicate that a security on which there is an unrealized loss is impaired on an other than temporary basis. In any such instance, the Company would consider many factors, including the length of time and the extent to which the fair value has been less than the amortized cost basis, the market liquidity for the security, the financial condition and the near-term prospects of the issuer, expected cash flows, and the intent and ability to hold the investment for a period of time sufficient to recover the temporary loss. Securities on which there is an unrealized loss that is deemed to be other than temporary are written down to fair value, with the write-down recorded as a realized loss in securities gains (losses).

The fair values of investment securities are generally determined by various pricing models. The Company evaluates the methodologies used to develop the resulting fair values. The Company performs a semi-annual analysis on the pricing of investment securities to ensure that the prices represent reasonable estimates of fair value. The procedures include initial and ongoing reviews of pricing methodologies and trends. The Company seeks to ensure prices represent reasonable estimates of fair value through the use of broker quotes, current sales transactions from the portfolio and pricing techniques, which are based on the net present value of future expected cash flows discounted at a rate of return market participants would require. As a result of this analysis, if the Company determines there is a more appropriate fair value, the price is adjusted accordingly.

Deferred Tax Asset

The Company uses the asset and liability method of accounting for income taxes as prescribed by GAAP. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. If currently available information indicates it is “more likely than not” that the deferred tax asset will not be realized, a valuation allowance is established. 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. Accounting for deferred income taxes is a critical accounting estimate because the Company exercises significant judgment in evaluating the amount and timing of recognition of the resulting tax liabilities and assets. Management’s determination of the realization of deferred tax assets is based upon management’s judgment of various future events and uncertainties, including the timing and amount of future income, reversing temporary differences which may offset, and the implementation of various tax plans to maximize realization of the deferred tax asset. These judgments and estimates are inherently subjective and reviewed on a continual basis as regulatory and business factors change. Any reduction in estimated future taxable income may require us to record a valuation allowance against the deferred tax assets. A valuation allowance would result in additional income tax expense in such period, which would negatively affect earnings.

Table of Contents

Operating Results Overview

The following table summarizes certain key financial results for the periods indicated:


	As of and for the Three Months Ended
	March 31,			December 31,			September 30,			June 30,			March 31,
	2019			2018			2018			2018			2018
Per Common Share Data (1)
Basic Earnings Per Share	$	0.23		$	0.26		$	0.22		$	0.22		$	0.23
Diluted Earnings Per Share		0.23			0.25			0.21			0.22			0.23
Book Value Per Share		7.70			7.34			7.01			6.85			6.62
Tangible Book Value Per Share (2)		7.58			7.22			6.89			6.73			6.49
Basic Weighted Average Shares Outstanding		30,097,638			30,072,003			30,059,374			30,059,374			25,755,764
Diluted Weighted Average Shares Outstanding		30,706,736			30,506,824			30,489,648			30,486,801			26,171,433
Shares Outstanding at Period End		30,097,674			30,097,274			30,059,374			30,059,374			30,059,374

Selected Performance Ratios
Return on Average Assets (Annualized)		1.42	%		1.58	%		1.41	%		1.58	%		1.48	%
Return on Average Common Equity (Annualized)		12.60			14.30			12.28			13.39			16.16
Return on Average Tangible Common Equity (Annualized) (2)		12.81			14.55			12.51			13.64			16.59
Yield on Interest Earning Assets		4.99			4.96			4.92			4.88			4.76
Yield on Total Loans, Gross		5.27			5.27			5.25			5.29			5.11
Cost of Interest Bearing Liabilities		2.06			1.92			1.73			1.52			1.37
Cost of Total Deposits		1.46			1.32			1.19			1.03			0.92
Net Interest Margin (3)		3.54			3.62			3.71			3.82			3.77
Efficiency Ratio (2)		44.1			60.0			42.7			39.0			42.8
Adjusted Efficiency Ratio (4)		43.1			42.1			42.7			39.0			42.8
Noninterest Expense to Average Assets (Annualized)		1.59			2.25			1.64			1.51			1.61
Adjusted Noninterest Expense to Average Assets (Annualized) (4)		1.55			1.58			1.64			1.51			1.61
Loan to Deposit Ratio		104.9			106.7			108.2			103.4			103.9
Core Deposits to Total Deposits		75.8			74.2			76.6			76.4			74.5
Tangible Common Equity to Tangible Assets (2)		11.16			11.03			11.01			11.56			11.64

(1)

Includes shares of common stock and non-voting common stock. On October 25, 2018, the Company exchanged shares of common stock for all of the outstanding shares of non-voting common stock. Following the exchange, no shares of non-voting common stock were outstanding.

(2)

Represents a non-GAAP financial measure. See "Non-GAAP Financial Measures" for further details.

(3)

Amounts calculated on a tax-equivalent basis using the statutory federal tax rate of 21%.

(4)

Ratio excludes the amortization of tax credit investments and represents a non-GAAP financial measure. See “Non-GAAP Financial Measures” for further details.

Table of Contents

Selected Financial Data

The following tables summarize certain selected financial data as of and for the periods indicated:


	March 31,		December 31,		September 30,		June 30,		March 31,
(dollars in thousands)	2019		2018		2018		2018		2018
Selected Balance Sheet Data
Total Assets	$	2,048,111	$	1,973,741	$	1,885,793	$	1,752,918	$	1,681,597
Total Loans, Gross		1,723,629		1,664,931		1,599,964		1,463,320		1,405,420
Allowance for Loan Losses		20,607		20,031		18,949		17,666		17,121
Goodwill and Other Intangibles		3,630		3,678		3,726		3,773		3,821

Deposits		1,643,666		1,560,934		1,479,088		1,414,691		1,353,036
Tangible Common Equity (1)		228,145		217,320		207,126		202,154		195,218
Total Shareholders' Equity		231,775		220,998		210,852		205,927		199,039
Average Total Assets - Quarter-to-Date		2,011,174		1,948,909		1,816,485		1,715,335		1,625,749
Average Common Equity - Quarter-to-Date		225,844		215,254		208,773		202,101		149,318

(1)

Represents a non-GAAP financial measure. See “Non-GAAP Financial Measures” for further details.


	For the Three Months Ended
	March 31,		December 31,		September 30,		June 30,		March 31,
(dollars in thousands)	2019		2018		2018		2018		2018
Selected Income Statement Data
Interest Income	$	24,267	$	23,988	$	22,136	$	20,392	$	18,710
Interest Expense		7,136		6,546		5,502		4,493		3,947
Net Interest Income		17,131		17,442		16,634		15,899		14,763
Provision for Loan Losses		600		800		1,275		900		600
Net Interest Income after Provision for Loan Losses		16,531		16,642		15,359		14,999		14,163
Noninterest Income		634		857		814		485		387
Noninterest Expense		7,885		11,040		7,526		6,464		6,532
Income Before Income Taxes		9,280		6,459		8,647		9,020		8,018
Provision (Benefit) for Income Taxes		2,262		(1,302)		2,184		2,274		2,068
Net Income	$	7,018	$	7,761	$	6,463	$	6,746	$	5,950

Table of Contents

Discussion and Analysis of Results of Operations

Net Income

Net income was $7.0 million for the first quarter of 2019, an 18.0% increase over net income of $6.0 million for the first quarter of 2018. Net income per diluted common share for the first quarter of 2019 was $0.23, which was equal to the first quarter of 2018, due to the impact of the issuance of shares in connection with the Company’s initial public offering in March of 2018.

Net Interest Income

The Company’s primary source of revenue is net interest income, which is impacted by the level of interest earning assets and related funding sources, as well as changes in the levels of interest rates. The difference between the average yield on earning assets and the average rate paid for interest bearing liabilities is the net interest spread. Noninterest bearing sources of funds, such as demand deposits and shareholders’ equity, also support earning assets. The impact of the noninterest bearing sources of funds is captured in the net interest margin, which is calculated as net interest income divided by average earning assets. Both the net interest margin and net interest spread are presented on a tax-equivalent basis, which means that tax-free interest income has been adjusted to pretax-equivalent income, assuming a 21% federal tax rate. Management’s ability to respond to changes in interest rates by using effective asset-liability management techniques is critical to maintaining the stability of the net interest margin and the momentum of the Company’s primary source of earnings.

Table of Contents

Average Balances and Yields

The following table shows, for the three months ended March 31, 2019 and 2018, the average balances of each principal category of assets, liabilities and shareholders’ equity, and an analysis of net interest income. The average balances are principally daily averages and, for loans, include both performing and nonperforming balances. Interest income on loans includes the effects of net deferred loan origination fees and costs accounted for as yield adjustments. These tables are presented on a tax-equivalent basis, if applicable.


	For the Three Months Ended
	March 31, 2019						March 31, 2018
	Average		Interest		Yield/		Average		Interest		Yield/
	Balance		& Fees		Rate		Balance		& Fees		Rate
(dollars in thousands)
Interest Earning Assets:
Cash Investments	$	27,945	$	87	1.27	%	$	21,693	$	49	0.92	%
Investment Securities:
Taxable Investment Securities		138,397		973	2.85			119,218		633	2.15
Tax-Exempt Investment Securities (1)		110,463		1,173	4.31			114,828		1,183	4.18
Total Investment Securities		248,860		2,146	3.50			234,046		1,816	3.15
Loans (2)		1,707,908		22,179	5.27			1,353,031		17,048	5.11
Federal Home Loan Bank Stock		7,911		100	5.12			5,393		45	3.38
Total Interest Earning Assets		1,992,624		24,512	4.99	%		1,614,163		18,958	4.76	%
Noninterest Earning Assets		18,550						11,586
Total Assets	$	2,011,174					$	1,625,749
Interest Bearing Liabilities:
Interest Bearing Transaction Deposits		181,033		232	0.52	%		168,509		113	0.27	%
Savings and Money Market Deposits		414,811		1,766	1.73			354,009		756	0.87
Time Deposits		329,511		1,880	2.31			298,333		1,223	1.66
Brokered Deposits		292,067		1,825	2.53			211,058		917	1.76
Federal Funds Purchased		24,956		160	2.59			28,511		118	1.68
Notes Payable		14,500		121	3.38			16,500		152	3.74
FHLB Advances		124,000		775	2.54			68,278		299	1.78
Subordinated Debentures		24,647		377	6.20			24,544		369	6.10
Total Interest Bearing Liabilities		1,405,525		7,136	2.06	%		1,169,742		3,947	1.37	%
Noninterest Bearing Liabilities:
Noninterest Bearing Transaction Deposits		369,912						295,587
Other Noninterest Bearing Liabilities		9,893						11,102
Total Noninterest Bearing Liabilities		379,805						306,689
Shareholders' Equity		225,844						149,318
Total Liabilities and Shareholders' Equity	$	2,011,174					$	1,625,749
Net Interest Income / Interest Rate Spread				17,376	2.93	%				15,011	3.39	%
Net Interest Margin (3)					3.54	%					3.77	%
Taxable Equivalent Adjustment:
Tax-Exempt Investment Securities				(245)						(248)
Net Interest Income			$	17,131					$	14,763

(1)

Interest income and average rates for tax-exempt securities are presented on a tax-equivalent basis, assuming a federal income tax rate of 21%.

(2)

Average loan balances include nonaccrual loans. Interest income on loans includes amortization of deferred loan fees, net of deferred loan costs.

(3)

Net interest margin includes the tax equivalent adjustment and represents the annualized results of: (i) the difference between interest income on interest earning assets and the interest expense on interest bearing liabilities, divided by (ii) average interest earning assets for the period.

(4)

Table of Contents

Interest Rates and Operating Interest Differential

Increases and decreases in interest income and interest expense result from changes in average balances (volume) of interest earning assets and interest bearing liabilities, as well as changes in average interest rates. The following tables show the effect that these factors had on the interest earned on interest earning assets and the interest incurred on interest bearing liabilities. The effect of changes in volume is determined by multiplying the change in volume by the previous period’s average rate. Similarly, the effect of rate changes is calculated by multiplying the change in average rate by the previous period’s volume. Changes which are not due solely to volume or rate have been allocated to these categories based on the respective percentage changes in average volume and average rate as they compare to each other. The following table presents the changes in the volume and rate of interest bearing assets and liabilities for the three months ended March 31, 2019, compared to the three months ended March 31, 2018.


	Three Months Ended March 31, 2019
	Compared with
	Three Months Ended March 31, 2018
	Change Due To:				Interest
(dollars in thousands)	Volume		Rate		Variance
Interest Earning Assets:
Cash Investments	$	14	$	24	$	38
Investment Securities:
Taxable Investment Securities		102		238		340
Tax-Exempt Investment Securities		(45)		35		(10)
Total Securities		57		273		330
Loans		4,471		660		5,131
Federal Home Loan Bank Stock		21		34		55
Total Interest Earning Assets	$	4,563	$	991	$	5,554

Interest Bearing Liabilities:
Interest Bearing Transaction Deposits	$	8	$	111	$	119
Savings and Money Market Deposits		130		880		1,010
Time Deposits		128		530		658
Brokered Deposits		352		556		908
Federal Funds Purchased		(15)		56		41
Notes Payable		(18)		(13)		(31)
FHLB Advances		244		232		476
Subordinated Debentures		2		6		8
Total Interest Bearing Liabilities		831		2,358		3,189
Net Interest Income	$	3,732	$	(1,367)	$	2,365

Comparison of Interest Income, Interest Expense, and Net Interest Margin

Net interest income was $17.1 million for the first quarter of 2019, an increase of $2.4 million, or 16.0%, compared to $14.8 million for the first quarter of 2018. The increase in net interest income was largely attributable to growth in average interest earning assets, particularly strong organic growth in the loan portfolio.

Net interest margin (on a fully tax-equivalent basis) for the first quarter of 2019 was 3.54%, compared to 3.77% for the first quarter of 2018, a decrease of 23 basis points. While net interest margin has benefitted from the repricing of variable-rate loans and the origination of new loans at higher rates, it has compressed due to decreased loan fees recognized and increased rates on deposits and borrowings.

Average interest earning assets for the first quarter of 2019 increased $378.5 million, or 23.4%, to $1.99 billion from $1.61 billion for the first quarter of 2018. This increase in average interest earning assets was primarily due to continued organic growth in the loan portfolio. Average interest bearing liabilities increased $235.8 million, or 20.2%, to

Table of Contents

$1.41 billion for the first quarter of 2019, from $1.17 billion for the first quarter of 2018. The increase in average interest bearing liabilities was due to an increase in interest bearing deposits, brokered deposits, and FHLB advances.

Average interest earning assets produced a tax-equivalent yield of 4.99% for the first quarter of 2019, compared to 4.76% for the first quarter of 2018. The average rate paid on interest bearing liabilities was 2.06% for the first quarter of 2019, compared to 1.37% for the first quarter of 2018.

Interest Income. Total interest income on a tax-equivalent basis was $24.5 million for the first quarter of 2019, compared to $19.0 million for the first quarter of 2018. The $5.6 million, or 29.3%, increase in total interest income on a tax-equivalent basis was primarily due to organic growth in the loan portfolio.

Interest income on the investment securities portfolio on a fully-tax equivalent basis increased $330,000, or 18.2%, during the first quarter of 2019, compared to the first quarter of 2018 due to a $14.8 million, or 6.3%, increase in average balances between the periods, as well as a 35 basis point increase in the aggregate portfolio yield.

Interest income on loans for the first quarter of 2019 was $22.2 million, compared to $17.0 million for the first quarter of 2018. The $5.1 million, or 30.1%, increase was due to a 26.2% increase in the average balance of loans outstanding and a 16 basis point increase in the average yield on loans. The increase in the average balance of loans outstanding was due to organic loan growth. The increase in yield on the loan portfolio resulted primarily from repricing of variable-rate loans and new loan production at yields accretive to the existing portfolio yield, and was partially offset by a decrease in loan fee income. While deferred loan fees are regularly amortized into income, fluctuations in the level of loan fees recognized can vary based on prepayments and other factors.

A summary of interest and fees recognized on loans for the dates indicated is as follows:


	Three Months Ended
	March 31, 2019		December 31, 2018		September 30, 2018		June 30, 2018		March 31, 2018
Interest	5.07	%	4.98	%	4.87	%	4.80	%	4.74	%
Fees	0.20		0.29		0.38		0.49		0.37
Yield on Loans	5.27	%	5.27	%	5.25	%	5.29	%	5.11	%

Interest Expense. Interest expense on interest bearing liabilities increased $3.2 million, or 80.8%, to $7.1 million for the first quarter of 2019, compared to $3.9 million for the first quarter of 2018, due to increases in interest rates and average balances of both deposits and borrowings.

Interest expense on deposits increased to $5.7 million for the first quarter of 2019, compared to $3.0 million for the first quarter of 2018. The $2.7 million, or 89.5%, increase in interest expense on deposits was primarily due to the average balance of deposits increasing 18.0% combined with a 54 basis point increase in the average rate paid. The increase in the average balance of deposits resulted primarily from increases in savings and money market deposits, time deposits, and brokered deposits. The increase in the average rate paid was primarily due to the impact of higher market interest rates demanded on deposits in the local and wholesale markets.

Interest expense on borrowings increased $495,000 to $1.4 million for the first quarter of 2019, compared to $938,000 for the first quarter of 2018. This increase was primarily due to increased rates and average balances of federal funds purchased and FHLB advances, offset in part by a reduction in interest expense on notes payable as a result of a decreased principal balance.

Provision for Loan Losses

The provision for loan losses was $600,000 for the first quarter of 2019 and 2018. Although there has been significant growth in the loan portfolio, the provision remained the same due to continued strength in credit quality of

Table of Contents

the loan portfolio. The allowance for loan losses to total gross loans ratio was 1.20% and 1.22% as of March 31, 2019 and 2018, respectively.

A reconciliation of the Company’s allowance for loan losses for the three month periods ended March 31, 2019 and 2018 is as follows:


	Three Months Ended
	March 31,		March 31,
(dollars in thousands)	2019		2018
Balance at Beginning of Period	$	20,031	$	16,502
Provision for Loan Losses		600		600
Charge-offs		(36)		(12)
Recoveries		12		31
Balance at End of Period	$	20,607	$	17,121

Noninterest Income

Noninterest income was $634,000 and $387,000 for the first quarter of 2019 and 2018, respectively, an increase of $247,000. The increase in the period was primarily due to increased customer service fees related to deposit accounts due to an overall increase in the number of deposit clients, as well as increased letter of credit fees. The following table presents the major components of noninterest income for the three months ended March 31, 2019, compared to the three months ended March 31, 2018:


	Three Months Ended
	March 31,		March 31,		Increase/		%
(dollars in thousands)	2019		2018		(Decrease)		Change
Noninterest Income:
Customer Service Fees	$	191	$	170	$	21	12.4	%
Net Gain (Loss) on Sales of Securities		(5)		—		(5)	—
Net Gain (Loss) on Sales of Foreclosed Assets		—		4		(4)	(100.0)
Letter of Credit Fees		246		70		176	251.4
Debit Card Interchange Fees		88		92		(4)	(4.3)
Other Income		114		51		63	123.5
Totals	$	634	$	387	$	247	63.8

Noninterest Expense

Noninterest expense was $7.9 million for the first quarter of 2019, an increase of $1.4 million, or 20.7%, from $6.5 million for the first quarter of 2018. The increase was primarily driven by a $484,000 increase in salaries and employee benefits as a result of merit increases and increased staff. The increase was also attributed to investments in technology, marketing, and other operating costs to meet the needs of the Company’s growth. The Company expects future increases in noninterest expense as the Company continues investing in infrastructure to support balance sheet growth. Management remains focused on supporting growth primarily by adding to staff, investing in technology, and by enhancing risk controls.

Full-time equivalent employees increased from 118 at the end of the first quarter of 2018 to 143 at the end of the first quarter of 2019. The increase includes strategic hires, particularly in deposit gathering roles, as the Company continues to capitalize on M&A disruption in its market.

Efficiency Ratio. The efficiency ratio, a non-GAAP financial measure, reports total noninterest expense, less amortization of intangible assets, as a percentage of net interest income plus total noninterest income less gains (losses) on sales of securities. Management believes this non-GAAP financial measure provides a meaningful comparison of operational performance and facilitates investors’ assessments of business performance and trends in comparison to

Table of Contents

peers in the banking industry. The Company’s efficiency ratio, and its comparability to some peers, is negatively impacted by the amortization of tax credit investments within noninterest expense.

Despite the increase in overhead, the Company experienced only a marginal increase in the efficiency ratio. The efficiency ratio was 44.1% for the first quarter of 2019, compared to 42.8% for the first quarter of 2018. While the recognition of the tax credits increases operating expenses, and concurrently the efficiency ratio, it directly reduces income tax expense and the effective tax rate. The adjusted efficiency ratio, which excludes the impact of the amortization of tax credit investments, remained generally consistent at 43.1% for the first quarter of 2019, compared to 42.8% for the first quarter of 2018.

The following table presents the major components of noninterest expense for the three months ended March 31, 2019, compared to the three months ended March 31, 2018:


	Three Months Ended
	March 31,		March 31,		Increase/		%
(dollars in thousands)	2019		2018		(Decrease)		Change
Noninterest Expense:
Salaries and Employee Benefits	$	4,802	$	4,318	$	484	11.2	%
Occupancy and Equipment		656		574		82	14.3
FDIC Insurance Assessment		285		270		15	5.6
Data Processing		153		32		121	378.1
Professional and Consulting Fees		388		301		87	28.9
Information Technology and Telecommunications		236		183		53	29.0
Marketing and Advertising		465		284		181	63.7
Intangible Asset Amortization		48		48		—	—
Amortization of Tax Credit Investments		177		—		177	—
Other Expense		675		522		153	29.3
Totals	$	7,885	$	6,532	$	1,353	20.7

Income Tax Expense

The provision for income taxes includes both federal and state taxes. Fluctuations in effective tax rates reflect the differences in the inclusion or deductibility of certain income and expenses for income tax purposes and the recognition of tax credits. The Company’s future effective income tax rate will fluctuate based on the mix of taxable and tax-free investments and loans, the recognition and availability of tax credit investments, and overall taxable income.

Income tax expense was $2.3 million for the first quarter of 2019, compared to $2.1 million for the first quarter of 2018. The effective combined federal and state income tax rate for the first quarter of 2019 was 24.4%, compared to 25.8% for the first quarter of 2018.

Financial Condition

Assets

Total assets at March 31, 2019 were $2.05 billion, an increase of $74.3 million, or 3.8%, over total assets of $1.97 billion at December 31, 2018, and an increase of $366.5 million, or 21.8%, over total assets of $1.68 billion at March 31, 2018.

Investment Securities Portfolio

The investment securities portfolio is used to make various term investments and is intended to provide the Company with adequate liquidity, a source of stable income, and at times, serve as collateral for certain types of deposits. Investment balances in the investment securities portfolio are subject to change over time based on funding needs and interest rate risk management objectives. The liquidity levels take into account anticipated future cash flows

Table of Contents

and are maintained at levels management believes are appropriate to assure future flexibility in meeting anticipated funding needs.

The investment securities portfolio consists primarily of municipal securities, U.S. government agency mortgage backed securities, and Small Business Administration, or SBA, securities, although the Company also holds U.S. treasury securities, corporate securities and other debt securities, all with varying contractual maturities. These maturities do not necessarily represent the expected life of the securities as the securities may be called or paid down without penalty prior to their stated maturities. All investment securities are held as available for sale.

Securities available for sale were $250.3 million at March 31, 2019, compared to $253.4 million at December 31, 2018, a decrease of $3.1 million or 1.2%. At March 31, 2019, municipal securities represented 46.6% of the investment securities portfolio, government agency mortgage-backed securities represented 18.3% of the portfolio, SBA securities represented 18.1% of the portfolio, corporate securities represented 10.5% of the portfolio, U.S. treasury securities represented 6.0% of the portfolio, and other mortgage-backed securities represented 0.5% of the portfolio. The following table presents the amortized cost and fair value of securities available for sale, by type, at March 31, 2019 and December 31, 2018:


	March 31, 2019					December 31, 2018
	Amortized		Fair			Amortized		Fair
	Cost		Value			Cost		Value
U.S. Treasury Securities	$	14,922	$	14,922	$		17,862	$	17,897
SBA Securities		46,085		45,394			49,876		49,054
Mortgage-Backed Securities Issued or Guaranteed by U.S. Agencies (MBS):
Residential Pass-Through:
Guaranteed by GNMA		6,261		6,187			6,357		6,137
Issued by FNMA and FHLMC		255		255			314		314
Other Residential Mortgage-Backed Securities		24,258		24,073			25,252		24,539
Commercial Mortgage-Backed Securities		15,381		15,213			15,443		14,736
All Other Commercial MBS		1,350		1,350			1,450		1,450
Total MBS		47,505		47,078			48,816		47,176
Municipal Securities		113,334		116,612			117,991		118,133
Corporate Securities		26,152		26,279			21,170		21,118
Total	$	247,998	$	250,285		$	255,715	$	253,378

Loan Portfolio

The Company focuses on lending to borrowers located or investing in the Minneapolis-St. Paul-Bloomington, MN-WI Metropolitan Statistical Area across a diverse range of industries and property types. The Company lends primarily to commercial customers, consisting of loans secured by nonfarm, nonresidential properties, loans secured by multifamily residential properties, construction loans, land development loans, and commercial and industrial loans. Responsive service, local decision making, and an efficient turnaround time from application to closing have been significant factors in growing the loan portfolio.

The Company manages concentrations of credit exposure through a comprehensive program which implements formalized processes and procedures specifically for managing and mitigating risk within the loan portfolio. The processes and procedures include board and management oversight, commercial real estate exposure limits, portfolio monitoring tools, management information systems, market reports, underwriting standards, a credit risk review function and periodic stress testing to evaluate potential credit risk and the subsequent impact on capital and earnings.

Total gross loans increased $58.7 million, or 3.5%, to $1.72 billion at March 31, 2019, compared to $1.66 billion at December 31, 2018, and increased $318.2 million, or 22.6%, from $1.41 billion at March 31, 2018. The commercial, multifamily, and commercial real estate (“CRE”) nonowner occupied categories contributed most significantly to the $58.7 million growth in the three months ended March 31, 2019. As of March 31, 2019, commercial

Table of Contents

loans increased $24.0 million, or 9.2%, multifamily loans increased $10.0 million, or 2.5%, and nonowner occupied CRE loans increased $48.4 million, or 9.9%, when compared to December 31, 2018. Collectively, the Company’s annualized loan growth for the three months ended March 31, 2019 was 14.1%. During the quarter, the Company did control loan growth by increasing participations sold to other financial institutions by $27.4 million, bringing total participations sold to $183.1 million at March 31, 2019.

The following table details the dollar and percentage composition of the loan portfolio by category, at the dates indicated:


	March 31, 2019				December 31, 2018				September 30, 2018				June 30, 2018				March 31, 2018
	Amount		Percent		Amount		Percent		Amount		Percent		Amount		Percent		Amount		Percent
(dollars in thousands)
Commercial	$	284,807	16.5	%	$	260,833	15.7	%	$	235,502	14.7	%	$	204,072	14.0	%	$	199,262	14.2	%
Construction and Land Development		178,782	10.4			210,041	12.6			187,919	11.8			164,492	11.2			147,842	10.5
Real Estate Mortgage:
1 - 4 Family Mortgage		233,131	13.5			226,773	13.6			224,124	14.0			213,265	14.6			200,573	14.3
Multifamily		417,975	24.3			407,934	24.5			389,511	24.3			340,888	23.3			332,770	23.7
CRE Owner Occupied		66,130	3.8			64,458	3.9			65,905	4.1			65,891	4.5			67,512	4.8
CRE Nonowner Occupied		538,998	31.3			490,632	29.5			492,499	30.8			470,437	32.1			453,498	32.2
Total Real Estate Mortgage Loans		1,256,234	72.9			1,189,797	71.5			1,172,039	73.2			1,090,481	74.5			1,054,353	75.0
Consumer and Other		3,806	0.2			4,260	0.2			4,504	0.3			4,275	0.3			3,963	0.3
Total Loans, Gross		1,723,629	100.0	%		1,664,931	100.0	%		1,599,964	100.0	%		1,463,320	100.0	%		1,405,420	100.0	%
Allowance for Loan Losses		(20,607)				(20,031)				(18,949)				(17,666)				(17,121)
Net Deferred Loan Fees		(4,791)				(4,515)				(4,308)				(4,058)				(4,130)
Total Loans, Net	$	1,698,231			$	1,640,385			$	1,576,707			$	1,441,596			$	1,384,169

The Company’s primary focus has been on real estate mortgage lending, which constituted 72.9% of the portfolio as of March 31, 2019. The composition of the portfolio remained consistent with prior periods and although the Company expects continued growth, it does not expect any significant changes in the foreseeable future in the composition of the loan portfolio or in the emphasis on real estate lending.

As of March 31, 2019, CRE loans totaled $1.14 billion, consisting of $539.0 million of loans secured by nonowner occupied CRE, $418.0 million of loans secured by multifamily residential properties and $178.8 million of construction and land development loans. CRE loans represented 65.9% of the total gross loan portfolio and 475.4% of the Bank’s total risk-based capital at March 31, 2019.

Table of Contents

The following table details time to contractual maturity and sensitivity to interest rate changes for the loan portfolio at March 31, 2019 and December 31, 2018:


	As of March 31, 2019
	Due in One Year		More Than One
(dollars in thousands)	or Less		Year to Five Years		After Five Years
Commercial	$	125,646	$	113,474	$	45,687
Construction and Land Development		139,838		36,758		2,186
Real Estate Mortgage:
1 - 4 Family Mortgage		44,739		159,440		28,952
Multifamily		68,018		134,422		215,535
CRE Owner Occupied		7,084		26,081		32,965
CRE Nonowner Occupied		81,562		244,901		212,535
Total Real Estate Mortgage Loans		201,403		564,844		489,987
Consumer and Other		1,182		1,976		648
Total Loans, Gross	$	468,069	$	717,052	$	538,508
Interest Rate Sensitivity:
Fixed Interest Rates	$	169,764	$	544,270	$	152,800
Floating or Adjustable Rates		298,305		172,782		385,708
Total Loans, Gross	$	468,069	$	717,052	$	538,508


	As of December 31, 2018
	Due in One Year		More Than One
(dollars in thousands)	or Less		Year to Five Years		After Five Years
Commercial	$	127,439	$	92,689	$	40,705
Construction and Land Development		155,117		33,292		21,632
Real Estate Mortgage:
1 - 4 Family Mortgage		43,795		154,864		28,114
Multifamily		41,773		147,129		219,032
CRE Owner Occupied		7,948		25,287		31,223
CRE Nonowner Occupied		63,266		254,842		172,524
Total Real Estate Mortgage Loans		156,782		582,122		450,893
Consumer and Other		1,207		2,360		693
Total Loans, Gross	$	440,545	$	710,463	$	513,923
Interest Rate Sensitivity:
Fixed Interest Rates	$	154,318	$	537,119	$	162,901
Floating or Adjustable Rates		286,227		173,344		351,022
Total Loans, Gross	$	440,545	$	710,463	$	513,923

Asset Quality

The Company emphasizes credit quality in the originating and monitoring of the loan portfolio, and success in underwriting is measured by the levels of classified and nonperforming assets and net charge-offs.

Federal regulations and internal policies require the use of an asset classification system as a means of managing and reporting problem and potential problem assets. The Company has incorporated an internal asset classification system, substantially consistent with federal banking regulations, as a part of the credit monitoring system. Federal banking regulations set forth a classification scheme for problem and potential problem assets as “substandard,” “doubtful” or “loss” assets. An asset is considered “substandard” if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. “Substandard” assets include those characterized by the “distinct possibility” that the insured institution will sustain “some loss” if the deficiencies are not corrected. Assets classified as “doubtful” have all of the weaknesses inherent in those classified “substandard” with the added characteristic that the weaknesses present make “collection or liquidation in full,” on the basis of currently existing facts, conditions, and values, “highly questionable and improbable.” Assets classified as “loss” are those considered

Table of Contents

“uncollectible” and of such little value that their continuance as assets without the establishment of a specific loss reserve is not warranted. Assets which do not currently expose the insured institution to sufficient risk to warrant classification in one of the aforementioned categories but possess weaknesses are required to be designated “watch.”

The following table presents information on loan classifications at March 31, 2019. The Company had no assets classified as doubtful or loss.


	Risk Category
(dollars in thousands)	Watch		Substandard		Total
Commercial	$	—	$	681	$	681
Construction and Land Development		232		192		424
Real Estate Mortgage:
1 - 4 Family Mortgage		2,609		2,096		4,705
CRE Owner Occupied		—		2,309		2,309
CRE Nonowner Occupied		3,163		—		3,163
Total Real Estate Mortgage Loans		5,772		4,405		10,177
Consumer and Other		—		55		55
Totals	$	6,004	$	5,333	$	11,337

Nonperforming Assets

Nonperforming loans include loans accounted for on a nonaccrual basis and loans 90 days past due and still accruing. Nonperforming assets consist of nonperforming loans plus foreclosed assets (i.e., real estate acquired through foreclosure). Nonaccrual loans totaled $1.6 million as of March 31, 2019 and $581,000 as of December 31, 2018, an increase of $976,000. There were no loans 90 days past due and still accruing as of March 31, 2019 or December 31, 2018. There were no foreclosed assets as of March 31, 2019 or December 31, 2018.

The following table summarizes nonperforming assets, by category, at the dates indicated:


	March 31,			December 31,
(dollars in thousands)	2019			2018
Nonaccrual Loans:
Commercial	$	8		$	8
Construction and Land Development		192			198
Real Estate Mortgage:
1 - 4 Family Mortgage		1,302			317
Consumer and Other		55			58
Total Nonaccrual Loans	$	1,557		$	581
Total Nonperforming Loans	$	1,557		$	581
Plus: Foreclosed Assets		—			—
Total Nonperforming Assets (1)	$	1,557		$	581
Total Restructured Accruing Loans		284			181
Total Nonperforming Assets and Restructured Accruing Loans	$	1,841		$	762
Nonaccrual Loans to Total Loans		0.09	%		0.03	%
Nonperforming Loans to Total Loans		0.09			0.03
Nonperforming Assets to Total Loans Plus Foreclosed Assets (1)		0.09			0.03
Nonperforming Assets and Restructured Accruing Loans to Total Loans Plus Foreclosed Assets		0.11			0.05

(1)

Nonperforming assets are defined as nonaccrual loans and loans greater than 90 days past due still accruing plus foreclosed assets.

The balance of nonperforming assets can fluctuate due to changes in economic conditions. The Company has established a policy to discontinue accruing interest on a loan (that is, place the loan on nonaccrual status) after it has become 90 days delinquent as to payment of principal or interest, unless the loan is considered to be well-collateralized

Table of Contents

and is actively in the process of collection. In addition, a loan will be placed on nonaccrual status before it becomes 90 days delinquent unless management believes that the collection of interest is expected. Interest previously accrued but uncollected on such loans is reversed and charged against current income when the receivable is determined to be uncollectible. If management believes that a loan will not be collected in full, an increase to the allowance for loan losses is recorded to reflect management’s estimate of any potential exposure or loss. Generally, payments received on nonaccrual loans are applied directly to principal. There are not any loans, outside of those included in the table above, that cause management to have serious doubts as to the ability of borrowers to comply with present repayment terms. Due to the low levels of nonaccrual loans, gross income that would have been recorded is immaterial.

Allowance for Loan Losses

The allowance for loan losses is a reserve established through charges to earnings in the form of a provision for loan losses. The Company maintains an allowance for loan losses at a level management considers adequate to provide for known and probable incurred losses in the portfolio. The level of the allowance is based on management’s evaluation of estimated losses in the portfolio, after consideration of risk characteristics of the loans and prevailing and anticipated economic conditions. Loan charge-offs (i.e., loans judged to be uncollectible) are charged against the reserve and any subsequent recovery is credited to the reserve. The Company analyzes risks within the loan portfolio on a continual basis. A risk system, consisting of multiple grading categories for each portfolio class, is utilized as an analytical tool to assess risk and appropriate reserves. In addition to the risk system, management further evaluates risk characteristics of the loan portfolio under current and anticipated economic conditions and considers such factors as the financial condition of the borrower, past and expected loss experience, and other factors which management feels deserve recognition in establishing an appropriate reserve. These estimates are reviewed at least quarterly, and, as adjustments become necessary, they are recognized in the periods in which they become known. Although management strives to maintain an allowance it deems adequate, future economic changes, deterioration of borrowers’ creditworthiness, and the impact of examinations by regulatory agencies all could cause changes to the allowance for loan losses.

At March 31, 2019, the allowance for loan losses was $20.6 million, an increase of $576,000 from $20.0 million at December 31, 2018. Net charge-offs totaled $24,000 during the first quarter of 2019 and ($19,000) (net recoveries) during the first quarter of 2018. The allowance for loan losses as a percentage of total loans was 1.20% at March 31, 2019 and December 31, 2018.

Table of Contents

The following is a summary of the activity in the allowance for loan loss reserve for the periods indicated:


	Three Months Ended
	March 31,
(dollars in thousands)	2019			2018
Balance, Beginning of Period	$	20,031		$	16,502
Charge-offs:
Commercial		19			—
Construction and Land Development		—			—
Real Estate Mortgage:		—
CRE Nonowner Occupied		—			—
Total Real Estate Mortgage Loans		—			—
Consumer and Other		17			12
Total Charge-offs		36			12
Recoveries:
Commercial		2			20
Construction and Land Development		—			—
Real Estate Mortgage:
1 - 4 Family Mortgage		9			10
Consumer and Other		1			1
Total Recoveries		12			31
Net Charge-offs		24			(19)
Provision for Loan Losses		600			600
Balance at End of Period	$	20,607		$	17,121
Gross Loans, End of Period		1,723,629			1,405,420
Average Loans		1,707,908			1,353,031
Net Charge-offs (Recoveries) (Annualized) to Average Loans		0.01	%		(0.01)	%
Allowance to Total Gross Loans		1.20	%		1.22	%

The following table presents a summary of the allocation of the allowance for loan losses by loan portfolio segment for the periods indicated:


	March 31,				December 31,
	2019				2018
(dollars in thousands)	Amount		Percent		Amount		Percent
Commercial	$	3,361	16.3	%	$	2,898	14.5	%
Construction and Land Development		2,097	10.2			2,451	12.2
Real Estate Mortgage:
1 - 4 Family Mortgage		2,611	12.7			2,597	13.0
Multifamily		4,715	22.9			4,644	23.2
CRE Owner Occupied		790	3.8			808	4.0
CRE Nonowner Occupied		6,349	30.8			5,872	29.3
Total Real Estate Mortgage Loans		14,465	70.2			13,921	69.5
Consumer and Other		61	0.3			65	0.3
Unallocated		623	3.0			696	3.5
Total Allowance for Loan Losses	$	20,607	100.0	%	$	20,031	100.0	%

Table of Contents

Deposits

The principal sources of funds for the Company are core deposits, consisting of demand deposits, money market accounts, savings accounts, and certificates of deposit. The following table details the dollar and percentage composition of the deposit portfolio, by category, at the dates indicated:


	March 31, 2019				December 31, 2018				September 30, 2018				June 30, 2018				March 31, 2018
(dollars in thousands)	Amount		Percent		Amount		Percent		Amount		Percent		Amount		Percent		Amount		Percent
Noninterest Bearing Transaction Deposits	$	404,937	24.6	%	$	369,203	23.6	%	$	342,292	23.1	%	$	323,320	22.8	%	$	315,036	23.3	%
Interest Bearing Transaction Deposits		180,459	11.0			179,567	11.5			175,455	11.9			178,045	12.6			164,899	12.2
Savings and Money Market Deposits		434,186	26.4			402,639	25.8			416,140	28.1			381,942	27.0			339,541	25.1
Time Deposits		346,163	21.1			318,356	20.4			290,887	19.7			300,701	21.3			304,743	22.5
Brokered Deposits		277,921	16.9			291,169	18.7			254,314	17.2			230,683	16.3			228,817	16.9
Total Deposits	$	1,643,666	100.0	%	$	1,560,934	100.0	%	$	1,479,088	100.0	%	$	1,414,691	100.0	%	$	1,353,036	100.0	%

Total deposits at March 31, 2019 were $1.64 billion, an increase of $82.7 million, or 5.3%, compared to total deposits of $1.56 billion at December 31, 2018, and an increase of $290.6 million, or 21.5%, over total deposits of $1.35 billion at March 31, 2018. Noninterest bearing deposits were $404.9 million at March 31, 2019, compared to $369.2 million at December 31, 2018, and $315.0 million at March 31, 2018. Noninterest bearing deposits comprised 24.6% of total deposits at March 31, 2019, compared to 23.6% at December 31, 2018, and 23.3% at March 31, 2018.

The Company relies on increasing the deposit base to fund loans and other asset growth. The Company is in a highly competitive market and competes for local deposits by offering attractive products with competitive rates. The Company expects to have a higher average cost of funds for local deposits compared to competitor banks due to the lack of an extensive branch network. The Company’s strategy is to offset the higher cost of funding with a lower level of operating expense and firm pricing discipline for loan products. When appropriate, the Company utilizes alternative funding sources such as brokered deposits. At March 31, 2019, total brokered deposits were $277.9 million, a decrease of $13.2 million, or 4.6%, compared to total brokered deposits of $291.2 million at December 31, 2018.

The following table presents the average balance and average rate paid on each of the following deposit categories for the three months ended March 31, 2019 and March 31, 2018:


	As of and for the				As of and for the
	Three Months Ended				Three Months Ended
	March 31, 2019				March 31, 2018
	Average		Average		Average		Average
(dollars in thousands)	Balance		Rate		Balance		Rate
Noninterest Bearing Transaction Deposits	$	369,912	—	%	$	295,587	—	%
Interest Bearing Transaction Deposits		181,033	0.52			168,509	0.27
Savings and Money Market Deposits		414,811	1.73			354,009	0.87
Time Deposits < $250,000		214,287	2.17			188,250	1.73
Time Deposits > $250,000		115,224	2.57			110,083	1.54
Brokered Deposits		292,067	2.53			211,058	1.76
Total Deposits	$	1,587,334	1.46	%	$	1,327,496	0.92	%

Table of Contents

Borrowed Funds

Federal Funds Purchased

In addition to deposits, the Company utilizes overnight borrowings to meet the daily liquidity needs of clients and fund loan growth. The following table summarizes overnight borrowings, which consist of federal funds purchased from correspondent banks on an overnight basis at the prevailing overnight market rates and the weighted average interest rates paid for the periods presented:


	As of and for the			As of and for the
	Three Months Ended			Three Months Ended
(dollars in thousands)	March 31, 2019			March 31, 2018
Outstanding at Period-End	$	—		$	9,000
Average Amount Outstanding		24,956			28,511
Maximum Amount Outstanding at any Month-End		87,000			34,000
Weighted Average Interest Rate:
During Period		2.59	%		1.68	%
End of Period		2.62	%		1.91	%

Other Borrowings

At March 31, 2019, other borrowings outstanding consisted of FHLB advances of $124.0 million and notes payable of $14.5 million. The Company’s borrowing capacity at the FHLB is determined based on collateral pledged, generally consisting of loans. The Company had additional borrowing capacity under this credit facility of $212.8 million and $122.1 million at March 31, 2019 and December 31, 2018, respectively, based on collateral amounts pledged.

Additionally, the Company has borrowing capacity from other sources. As of March 31, 2019, the Bank was eligible to use the Federal Reserve discount window for borrowings. Based on assets available for collateral as of the applicable date, the Bank’s borrowing availability was approximately $110.7 million and $114.1 million at March 31, 2019 and December 31, 2018, respectively. As of March 31, 2019 and December 31, 2018, the Company had no outstanding advances.

The Company has entered into a swap agreement with an unaffiliated third party in order to hedge interest rate risk associated with the notes payable. This agreement provides for the Company to make payments at a fixed rate in exchange for receiving payments at a variable rate determined by one-month LIBOR.

Contractual Obligations

The following table contains supplemental information regarding total contractual obligations at March 31, 2019:


	Within		One to		Three to		After
(dollars in thousands)	One Year		Three Years		Five Years		Five Years		Total
Deposits Without a Stated Maturity	$	1,034,040	$	—	$	—	$	—	$	1,034,040
Time Deposits		160,945		300,888		147,793		—		609,626
Notes Payable		2,000		12,500		—		—		14,500
FHLB Advances		20,000		25,000		64,000		15,000		124,000
Subordinated Debentures		—		—		—		25,000		25,000
Commitment to Fund Tax Credit Investments		3,169		—		—		—		3,169
Operating Lease Obligations		1,074		1,201		642		1,374		4,291
Totals	$	1,221,228	$	339,589	$	212,435	$	41,374	$	1,814,626

Table of Contents

On August 27, 2018, the Bank and Reuter Walton Commercial, LLC (the “Contractor”) entered into a Standard Form of Agreement Between Owner and Contractor and the corresponding General Conditions of the Contract for Construction (collectively, the “Construction Contract”). Under the Construction Contract, the Contractor will construct the core and shell of a new headquarters building for the Bank in St. Louis Park, Minnesota, and the Bank will pay the Contractor a contract price consisting of the cost of work plus a fee equal to 3.75% of the cost of work, subject to a guaranteed maximum price of $23.0 million, with anticipated construction completed in 2020. As of March 31, 2019, $2.9 million has been paid under this Construction Contract.

The Company believes that it will be able to meet all contractual obligations as they come due through the maintenance of adequate cash levels. The Company expects to maintain adequate cash levels through earnings, loan and securities repayments and maturity activity and continued deposit gathering activities. As described above, the Company has in place various borrowing mechanisms for both short-term and long-term liquidity needs.

Shareholders’ Equity

Shareholders’ equity at March 31, 2019 was $231.8 million, an increase of $10.8 million, or 4.9%, over shareholders’ equity of $221.0 million at December 31, 2018, primarily due to $7.0 million of net income and a $3.6 million increase in accumulated other comprehensive income. The increase in accumulated other comprehensive income primarily resulted from interest rate fluctuations between periods.

The Company and the Bank are subject to various regulatory capital requirements administered by federal banking regulators. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by federal banking regulators that, if undertaken, could have a direct material effect on the Company’s and Bank’s business.

Under applicable regulatory capital rules, the Company and Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank must also meet certain specific capital guidelines under the prompt corrective action framework. The capital amounts and classification are subject to qualitative judgments by the federal banking regulators about components, risk weightings and other factors. Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios of common equity Tier 1 capital, Tier 1 capital and total capital to risk-weighted assets and of Tier 1 capital to average consolidated assets (referred to as the “leverage ratio”), as defined under the applicable regulatory capital rules.

Management believes the Company and the Bank met all capital adequacy requirements to which they were subject as of March 31, 2019. The regulatory capital ratios for the Company and the Bank to meet the minimum capital adequacy standards and for the Bank to be considered well capitalized under the prompt corrective action framework are set forth in the following tables. The Company’s and the Bank’s actual capital amounts and ratios as of the dates indicated.

Table of Contents


					Minimum Required				For Capital Adequacy				To be Well Capitalized
					For Capital Adequacy				Purposes Plus Capital				Under Prompt Corrective
	Actual				Purposes				Conservation Buffer				Action Regulations
March 31, 2019	Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio
	(dollars in thousands)
Company (Consolidated):
Total Risk-Based Capital	$	271,755	14.58	%	$	149,076	8.00	%	$	195,663	10.50	%		N/A	N/A
Tier 1 Risk-Based Capital		226,132	12.14			111,807	6.00			158,394	8.50			N/A	N/A
Common Equity Tier 1 Capital		226,132	12.14			83,855	4.50			130,442	7.00			N/A	N/A
Tier 1 Leverage Ratio		226,132	11.26			80,344	4.00			80,344	4.00			N/A	N/A
Bank:
Total Risk-Based Capital	$	238,889	12.83	%	$	149,002	8.00	%	$	195,564	10.50	%	$	186,252	10.00	%
Tier 1 Risk-Based Capital		217,922	11.70			111,751	6.00			158,314	8.50			149,002	8.00
Common Equity Tier 1 Capital		217,922	11.70			83,813	4.50			130,376	7.00			121,064	6.50
Tier 1 Leverage Ratio		217,922	10.88			80,088	4.00			80,088	4.00			100,110	5.00


					Minimum Required				For Capital Adequacy				To be Well Capitalized
					For Capital Adequacy				Purposes Plus Capital				Under Prompt Corrective
	Actual				Purposes				Conservation Buffer				Action Regulations
December 31, 2018	Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio
	(dollars in thousands)
Company (Consolidated):
Total Risk-Based Capital	$	263,909	14.55	%	$	145,111	8.00	%	$	179,121	9.875	%		N/A	N/A
Tier 1 Risk-Based Capital		218,888	12.07			108,833	6.00			142,844	7.875			N/A	N/A
Common Equity Tier 1 Capital		218,888	12.07			81,625	4.50			115,635	6.375			N/A	N/A
Tier 1 Leverage Ratio		218,888	11.23			77,971	4.00			77,971	4.00			N/A	N/A
Bank:
Total Risk-Based Capital	$	230,865	12.76	%	$	144,776	8.00	%	$	178,707	9.875	%	$	180,970	10.00	%
Tier 1 Risk-Based Capital		210,474	11.63			108,582	6.00			142,514	7.875			144,776	8.00
Common Equity Tier 1 Capital		210,474	11.63			81,436	4.50			115,368	6.375			117,630	6.50
Tier 1 Leverage Ratio		210,474	10.82			77,795	4.00			77,795	4.00			97,244	5.00

The Company and the Bank are subject to the rules of the Basel III regulatory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act. The rules include the implementation of a capital conservation buffer that was added to the minimum requirements for capital adequacy purposes. The capital conservation buffer was subject to a four year phase-in period that began on January 1, 2016, and was fully phased-in on January 1, 2019, at 2.5%. The required phase-in capital conservation buffer during 2018 was 1.875%. A banking organization with a conservation buffer of less than the required amount is subject to limitations on capital distributions, including dividend payments, and certain discretionary bonus payments to executive officers. At March 31, 2019, the ratios for the Company and the Bank were sufficient to meet the fully phased-in conservation buffer.

Off-Balance Sheet Arrangements

In the normal course of business, the Company enters into various transactions to meet the financing needs of clients, which, in accordance with GAAP, are not included in the consolidated balance sheets. These transactions include commitments to extend credit, standby letters of credit, and commercial letters of credit, which involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized in the consolidated balance sheets. Most of these commitments mature within two years and the standby letters of credit are expected to expire without being drawn upon. All off-balance sheet commitments are included in the determination of the amount of risk-based capital that the Company and the Bank are required to hold.

The Company’s exposure to credit loss in the event of non-performance by the other party to the financial instrument for commitments to extend credit, standby letters of credit, and commercial letters of credit is represented by the contractual or notional amount of those instruments. The Company decreases its exposure to losses under these

Table of Contents

commitments by subjecting them to credit approval and monitoring procedures. The Company assesses the credit risk associated with certain commitments to extend credit and establishes a liability for probable credit losses.

The following table sets forth credit arrangements and financial instruments whose contract amounts represent credit risk as of March 31, 2019 and December 31, 2018:


	March 31, 2019				December 31, 2018
	Fixed		Variable		Fixed		Variable
	(dollars in thousands)
Unfunded Commitments Under Lines of Credit	$	75,662	$	329,012	$	58,611	$	336,421
Letters of Credit		25,968		47,017		33,899		47,154
Totals	$	101,630	$	376,029	$	92,510	$	383,575

Liquidity

Liquidity is the Company’s capacity to meet cash and collateral obligations at a reasonable cost. Maintaining an adequate level of liquidity depends on the Company’s ability to efficiently meet both expected and unexpected cash flows and collateral needs without adversely affecting either daily operations or financial condition. The Bank’s Asset Liability Management (“ALM”) Committee, which is comprised of members of senior management, is responsible for managing commitments to meet the needs of customers while achieving the Company’s financial objectives. The ALM Committee meets regularly to review balance sheet composition, funding capacities, and current and forecasted loan demand.

The Company manages liquidity by maintaining adequate levels of cash and other assets from on and off-balance sheet arrangements. Specifically, on-balance sheet liquidity consists of cash and due from banks and unpledged investment securities available for sale, which are referred to as primary liquidity. In regards to off-balance sheet capacity, the Company maintains available borrowing capacity under secured borrowing lines with the FHLB and the Federal Reserve Bank of Minneapolis, as well as unsecured lines of credit for the purpose of overnight funds with various correspondent banks, which the Company refers to as secondary liquidity. In addition, the Bank is a member of the American Financial Exchange (“AFX”), through which it may either borrow or lend funds on an overnight or short-term basis with a group of approved commercial banks. The availability of funds changes daily. As of March 31, 2019, the Company had no borrowings outstanding through the AFX.

The following tables provide a summary of primary and secondary liquidity levels as of the dates indicated:


Primary Liquidity—On-Balance Sheet	March 31, 2019			December 31, 2018
	(Dollars in thousands)
Cash and Cash Equivalents	$	48,750		$	28,444
Securities Available for Sale		250,285			253,378
Less: Pledged Securities		—			—
Total Primary Liquidity	$	299,035		$	281,822
Ratio of Primary Liquidity to Total Deposits		18.2	%		18.1	%


Secondary Liquidity—Off-Balance Sheet
Borrowing Capacity	March 31, 2019			December 31, 2018
	(Dollars in thousands)
Net Secured Borrowing Capacity with the FHLB	$	212,771		$	122,120
Net Secured Borrowing Capacity with the Federal Reserve Bank		110,723			114,051
Unsecured Borrowing Capacity with Correspondent Lenders		105,000			90,000
Total Secondary Liquidity	$	428,494		$	326,171
Ratio of Primary and Secondary Liquidity to Total Deposits		44.3	%		39.0	%

During the three months ended March 31, 2019, primary liquidity increased by $17.2 million due to a $20.3 million increase in cash and cash equivalents and a $3.1 million decrease in securities available for sale, when compared to December 31, 2018. Secondary liquidity increased by $102.3 million as of March 31, 2019 when compared to

Table of Contents

December 31, 2018, due to a $90.7 million increase in the borrowing capacity on the secured borrowing line with the FHLB and a $15.0 million increase in unsecured borrowing capacity with correspondent lenders, offset by a $3.3 million decrease in the borrowing capacity on the secured credit line with the Federal Reserve Bank.

In addition to primary liquidity, the Company generates liquidity from cash flows from the loan and securities portfolios and from the large base of core customer deposits, defined as noninterest bearing transaction, interest bearing transaction, savings, non-brokered money market accounts and non-brokered time deposits less than $250,000. At March 31, 2019, core deposits totaled approximately $1.25 billion and represented 75.8% of total deposits. These core deposits are normally less volatile, often with customer relationships tied to other products offered by the Company, which promote long-standing relationships and stable funding sources.

The Company uses brokered deposits, the availability of which is uncertain and subject to competitive market forces and regulation, for liquidity management purposes. At March 31, 2019, brokered deposits totaled $277.9 million, consisting of $263.5 million of brokered time deposits and $14.5 million of non-maturity brokered money market and transaction accounts. At December 31, 2018, brokered deposits totaled $291.2 million, consisting of $264.2 million of brokered time deposits and $27.0 million of non-maturity brokered money market accounts.

The Company’s liquidity policy includes guidelines for On-Balance Sheet Liquidity (a measurement of primary liquidity to total deposits plus borrowings), Total On-Balance Sheet Liquidity with Borrowing Capacity (a measurement of primary and secondary liquidity to total deposits plus borrowings), Wholesale Funding Ratio (a measurement of total wholesale funding to total deposits plus borrowings), and other guidelines developed for measuring and maintaining liquidity. As of March 31, 2019, the Company was in compliance with all established liquidity guidelines.

Non-GAAP Financial Measures

In addition to the results presented in accordance with Generally Accepted Accounting Principles (“GAAP”), the Company routinely supplements its evaluation with an analysis of certain non-GAAP financial measures. The Company believes these non-GAAP financial measures, in addition to the related GAAP measures, provide meaningful information to investors to help them understand the Company’s operating performance and trends, and to facilitate comparisons with the performance of peers. These disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. Reconciliations of non-GAAP disclosures used in this report to the comparable GAAP measures are provided in the following tables.


	For the Three Months Ended
	March 31,			December 31,			September 30,			June 30,			March 31,
	2019			2018			2018			2018			2018
(dollars in thousands)
Efficiency Ratio
Noninterest Expense	$	7,885		$	11,040		$	7,526		$	6,464		$	6,532
Less: Amortization of Intangible Assets		(48)			(48)			(48)			(47)			(48)
Adjusted Noninterest Expense	$	7,837		$	10,992		$	7,478		$	6,417		$	6,484
Net Interest Income		17,131			17,442			16,634			15,899			14,763
Noninterest Income		634			857			814			485			387
Less: Loss on Sales of Securities		5			17			49			59			—
Adjusted Operating Revenue	$	17,770		$	18,316		$	17,497		$	16,443		$	15,150
Efficiency Ratio		44.1	%		60.0	%		42.7	%		39.0	%		42.8	%

Adjusted Efficiency Ratio
Noninterest Expense	$	7,885		$	11,040		$	7,526		$	6,464		$	6,532
Less: Amortization of Tax Credit Investments		(177)			(3,278)			(15)			—			—
Less: Amortization of Intangible Assets		(48)			(48)			(48)			(47)			(48)
Adjusted Noninterest Expense	$	7,660		$	7,714		$	7,463		$	6,417		$	6,484
Net Interest Income		17,131			17,442			16,634			15,899			14,763
Noninterest Income		634			857			814			485			387
Less: Loss on Sales of Securities		5			17			49			59			—

Table of Contents

Adjusted Operating Revenue	$	17,770		$	18,316		$	17,497		$	16,443		$	15,150
Adjusted Efficiency Ratio		43.1	%		42.1	%		42.7	%		39.0	%		42.8	%

Tangible Common Equity and Tangible Common Equity/Tangible Assets
Common Equity	$	231,775		$	220,998		$	210,852		$	205,927		$	199,039
Less: Intangible Assets		(3,630)			(3,678)			(3,726)			(3,773)			(3,821)
Tangible Common Equity		228,145			217,320			207,126			202,154			195,218
Total Assets		2,048,111			1,973,741			1,885,793			1,752,918			1,681,597
Less: Intangible Assets		(3,630)			(3,678)			(3,726)			(3,773)			(3,821)
Tangible Assets	$	2,044,481		$	1,970,063		$	1,882,067		$	1,749,145		$	1,677,776
Tangible Common Equity/Tangible Assets		11.16	%		11.03	%		11.01	%		11.56	%		11.64	%

Tangible Book Value Per Share
Book Value Per Common Share	$	7.70		$	7.34		$	7.01		$	6.85		$	6.62
Less: Effects of Intangible Assets		(0.12)			(0.12)			(0.12)			(0.13)			(0.13)
Tangible Book Value Per Common Share	$	7.58		$	7.22		$	6.89		$	6.72		$	6.49

Average Tangible Common Equity
Average Common Equity	$	225,844		$	215,254		$	208,773		$	202,101		$	149,318
Less: Effects of Average Intangible Assets		(3,653)			(3,701)			(3,748)			(3,796)			(3,844)
Average Tangible Common Equity	$	222,191		$	211,553		$	205,025		$	198,305		$	145,474

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

As a financial institution, the Company’s primary market risk is interest rate risk, which is defined as the risk of loss of net interest income or net interest margin because of changes in interest rates. The Company continually seeks to measure and manage the potential impact of interest rate risk. Interest rate risk occurs when interest earning assets and interest bearing liabilities mature or re-price at different times, on a different basis or in unequal amounts. Interest rate risk also arises when assets and liabilities each respond differently to changes in interest rates.

The Company’s management of interest rate risk is overseen by its ALM Committee, based on a risk management infrastructure approved by the board of directors that outlines reporting and measurement requirements. In particular, this infrastructure sets limits and management targets for various metrics, including net interest income simulation involving parallel shifts in interest rate curves, steepening and flattening yield curves, and various prepayment and deposit duration assumptions. The Company’s risk management infrastructure also requires a periodic review of all key assumptions used, such as identifying appropriate interest rate scenarios, setting loan prepayment rates based on historical analysis and noninterest bearing and interest bearing transaction deposit durations based on historical analysis.

The Company does not engage in speculative trading activities relating to interest rates, foreign exchange rates, commodity prices, equities or credit.

The Company manages the interest rate risk associated with interest earning assets by managing the interest rates and terms associated with investment securities portfolio by purchasing and selling investment securities from time to time. The Company manages the interest rate risk associated with interest bearing liabilities by managing the interest rates and terms associated with wholesale borrowings and deposits from customers which the Company relies on for funding. For example, the Company occasionally uses special offers on deposits to alter the interest rates and terms associated with interest bearing liabilities.

Table of Contents

Net Interest Income Simulation

The Company uses a net interest income simulation model to measure and evaluate potential changes in net interest income that would result over the next 12 months from immediate and sustained changes in interest rates as of the measurement date. This model has inherent limitations and the results are based on a given set of rate changes and assumptions as of a certain point in time. For purposes of the simulation, the Company assumes no growth in either interest-sensitive assets or liabilities over the next 12 months; therefore, the model’s results reflect an interest rate shock to a static balance sheet. The simulation model also incorporates various other assumptions, which the Company believes are reasonable but which may have a significant impact on results, such as: (1) the timing of changes in interest rates, (2) shifts or rotations in the yield curve, (3) re-pricing characteristics for market-rate-sensitive instruments, (4) differing sensitivities of financial instruments due to differing underlying rate indices, (5) varying loan prepayment speeds for different interest rate scenarios, (6) the effect of interest rate limitations in assets, such as floors and caps, and (7) overall growth and repayment rates and product mix of assets and liabilities. Because of the limitations inherent in any approach used to measure interest rate risk, simulation results are not intended as a forecast of the actual effect of a change in market interest rates on the results, but rather as a means to better plan and execute appropriate asset-liability management strategies and to manage interest rate risk.

Potential changes to the Company’s net interest income in hypothetical rising and declining rate scenarios calculated as of March 31, 2019 are presented in the table below. The projections assume immediate, parallel shifts downward of the yield curve of 100 basis points and immediate, parallel shifts upward of the yield curve of 100, 200, 300 and 400 basis points. In the current interest rate environment, a downward shift of the yield curve of 200, 300 and 400 basis points does not provide us with meaningful results and thus is not presented.


Change (basis points) in Interest Rates	Forecasted Net		Percentage Change
(12-Month Projection)	Interest Income		from Base
+400	$	76,830	19.08	%
+300		73,832	14.44
+200		70,780	9.71
+100		67,678	4.90
0		64,518	—
−100		60,089	(6.87)

The table above indicates that as of March 31, 2019, in the event of an immediate and sustained 300 basis point increase in interest rates, the Company would experience a 14.44% increase in net interest income. In the event of an immediate 100 basis point decrease in interest rates, the Company would experience a 6.87% decrease in net interest income.

The results of this simulation analysis are hypothetical, and a variety of factors might cause actual results to differ substantially from what is depicted. For example, if the timing and magnitude of interest rate changes differ from those projected, net interest income might vary significantly. Non-parallel yield curve shifts such as a flattening or steepening of the yield curve or changes in interest rate spreads would also cause net interest income to be different from that depicted. An increasing interest rate environment could reduce projected net interest income if deposits and other short-term liabilities re-price faster than expected or re-price faster than the Company’s assets. Actual results could differ from those projected if the Company grows assets and liabilities faster or slower than estimated, if the Company experienced a net outflow of deposit liabilities, or if the mix of assets and liabilities otherwise changes. Actual results could also differ from those projected if the Company experienced substantially different repayment speeds in the loan portfolio than those assumed in the simulation model. Finally, these simulation results do not contemplate all the actions that the Company may undertake in response to potential or actual changes in interest rates, such as changes to the Company’s loan, investment, deposit, or funding strategies.

Table of Contents

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the design and operation of the Company’s “disclosure controls and procedures” (as that term is defined in Rule 13a‑15(e) under the Securities Exchange Act of 1934, or the Exchange Act) as of March 31, 2019, the end of the fiscal quarter covered by this Quarterly Report on Form 10‑Q. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2019, the Company’s disclosure controls and procedures were effective to ensure that the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There has been no change in the Company’s internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10‑Q that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

Item 1.A. Risk Factors

There have been no material changes to the risk factors disclosed in the Company’s Annual Report on Form 10-K filed with the SEC on March 14, 2019.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Unregistered Sales of Equity Securities

None.

Use of Proceeds from Registered Securities

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Table of Contents

Item 5. Other Information

None.

Item 6. Exhibits


Exhibit Number		Description
3.1		Second Amended and Restated Articles of Incorporation of Bridgewater Bancshares, Inc. (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 25, 2019)
10.1		Bridgewater Bancshares, Inc. 2019 Equity Incentive Plan (incorporated herein by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8 filed on April 26, 2019)
10.2		Form of Restricted Stock Award Agreement under the Bridgewater Bancshares, Inc. 2019 Equity Incentive Plan (incorporated herein by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-8 filed on April 26, 2019)
10.3		Form of Restricted Stock Unit Award Agreement under the Bridgewater Bancshares, Inc. 2019 Equity Incentive Plan (incorporated herein by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-8 filed on April 26, 2019)
10.4		Form of Nonqualified Stock Option Award Agreement under the Bridgewater Bancshares, Inc. 2019 Equity Incentive Plan (incorporated herein by reference to Exhibit 4.6 to the Company’s Registration Statement on Form S-8 filed on April 26, 2019)
10.5		Form of Incentive Stock Option Award Agreement under the Bridgewater Bancshares, Inc. 2019 Equity Incentive Plan (incorporated herein by reference to Exhibit 4.7 to the Company’s Registration Statement on Form S-8 filed on April 26, 2019)
31.1		Certification of the Chief Executive Officer required by Rule 13a-14(a) of the Securities Exchange Act of 1934, and Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of the Chief Financial Officer required by Rule 13a-14(a) of the Securities Exchange Act of 1934, and Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.1		Financial information from the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019, formatted in XBRL interactive data files pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Income; (iii) Consolidated Statements of Comprehensive Income; (iv) Consolidated Statements of Shareholders’ Equity; (v) Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements

Table of Contents

SIGNATURES

Pursuant to the requirements 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.


	Bridgewater Bancshares, Inc.

Date: May 9, 2019	By:	/s/ Jerry Baack
	Name:	Jerry Baack
	Title:	Chairman, Chief Executive Officer and President (Principal Executive Officer)

Date: May 9, 2019	By:	/s/ Joe Chybowski
	Name:	Joe Chybowski
	Title:	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)