11-K 1 form11k_2020.htm 1895 BANCORP OF WISCONSIN, INC. FORM 11-K DECEMBER 31, 2020
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 11-K

FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the fiscal year ended December 31, 2020

OR

TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from _______________ to _______________

Commission File Number 001-38778

A.  Full title of the plan and the address of the plan, if different from that of the issuer named below:

PyraMax Bank, FSB 401(k) Savings Plan

B:  Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

1895 Bancorp of Wisconsin, Inc.
7001 West Edgerton Ave.
Greenfield, Wisconsin 53220


PyraMax Bank, FSB 401(k) Savings Plan
Greenfield, Wisconsin

Financial Statements and Supplemental Schedule
December 31, 2020 and 2019

Contents

Independent auditor’s report
1-2
   
Financial statements
 
   
Statements of net assets available for benefits
3
   
Statement of changes in net assets available for benefits
4
   
Notes to financial statements
5-10
   
Supplementary information
 
 
Schedule H, line 4i – schedule of assets (held at end of year)
11-12
   













Independent Auditor’s Report

1

Report of Independent Registered Public Accounting Firm


To the Plan Administrator and Participants
PyraMax Bank, FSB 401(k) Savings Plan
Greenfield, Wisconsin

Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of PyraMax Bank, FSB 401(k) Savings Plan (the Plan) as of December 31, 2020 and 2019, and the related statement of changes in net assets available for benefits for the year ended December 31, 2020, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2020 and 2019, and the changes in net assets available for benefits for the year ended December 31, 2020, in conformity with accounting principles generally accepted in the United States.

Basis for Opinion
These financial statements are the responsibility of the Plan’s management.  Our responsibility is to express an opinion on the Plan’s financial statements based on our audits.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement, whether due to error or fraud.  The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.   As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting.  Accordingly, we express no such opinion.  Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.  Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.  Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.  We believe that our audits provide a reasonable basis for our opinion.

Supplementary Information
The supplemental information in the accompanying Schedule H, Line 4i – Schedule of Assets (Held at End of Year) as of December 31, 2020 has been subjected to audit procedures performed in conjunction with the audit of PyraMax Bank, FSB 401(k) Savings Plan financial statements.  The supplemental information is the responsibility of the Plan’s management. Our audit procedures include determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated in all material respects in relation to the financial statements as a whole.


Wipfli LLP

We have served as the Plan’s auditor since 2011.

June 29, 2021
Milwaukee, Wisconsin

2

PyraMax Bank, FSB 401(k) Savings Plan
Statements of Net Assets Available for Benefits
December 31, 2020 and 2019
     
 
2020
2019
     
Investments at fair value
 $   12,790,224
 $   11,012,428
     
Fully benefit-responsive investment contract, at contract value
          164,347
            51,939
     
Receivables:
   
Sponsor contributions
            75,425
                     —  
Notes receivable from participants
          217,582
          245,853
Total receivables
          293,007
          245,853
     
Net assets available for benefits
 $   13,247,578
 $   11,310,220
     
     
See accompanying notes to financial statements.
   
3

PyraMax Bank, FSB 401(k) Savings Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2020
   
 
2020
Additions:
 
Investment income:
 
Net appreciation in fair value of investments
 $    1,295,534
Interest and dividends
         180,389
Total investment income
       1,475,923
   
Interest income on notes receivable from participants
           12,813
   
Contributions:
 
Participants
         668,390
Sponsor
         439,437
Rollovers
                179
Total contributions
       1,108,006
Total additions
       2,596,742
   
Deductions:
 
Benefits paid to participants
         654,733
Administrative expenses
             4,651
Total deductions
         659,384
   
Net increase in net assets available for benefits
       1,937,358
   
Net assets available for benefits:
 
Beginning of year
     11,310,220
   
End of year
 $  13,247,578
   
   
See accompanying notes to financial statements.
 
4

PyraMax Bank, FSB 401(k) Savings Plan

Notes to Financial Statements


Note 1.
Description of Plan
The PyraMax Bank, FSB 401(k) Savings Plan (the “Plan”) is a participant-directed defined contribution plan sponsored by PyraMax Bank, FSB (the “Sponsor”).  The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).  The following brief description of the Plan provides only general information; participants should refer to the plan document or summary plan description for a more complete description of the Plan’s provisions.

Plan Administration

The Plan is administered by the Sponsor.  The Plan Trustee is Principal Trust Company. TG Benefits, Inc. (“TG”) is the third party administrator of the Plan.

Eligibility

Substantially all employees are eligible to participate in the Plan after they have completed one month of service and attained the age of eighteen. Temporary employees are not eligible to participate in the Plan.  Employees are eligible for the Sponsor matching contributions after they have completed six consecutive months of service and attained the age of eighteen. In addition to these requirements, participants must be employed on the last day of the year and have completed 1,000 hours of service during the Plan year to be eligible for any profit sharing contribution.

Contributions

Participants may elect to defer up to 100% of their annual compensation, as defined in the Plan, not to exceed the limits of the Internal Revenue Service (“IRS”).  Eligible employees that do not make a deferral election are automatically enrolled to contribute 6% of compensation.  Participants may also contribute amounts representing distributions from other qualified plans (“rollovers”).  The Plan includes a Roth 401(k) component in order for employees to make after-tax deferrals into the Plan.

The Sponsor made matching contributions of 100% on the first 6% contributed by the participants during 2020.  The Sponsor made true-up contributions during 2020 that are included in the sponsor contributions on the statement of changes in net assets available for benefits. The Sponsor did not make any discretionary profit sharing contributions during 2020.

Investment Options

The Plan is intended to satisfy the requirements under Section 404(c) of ERISA, and therefore, provides that participants choose how to direct their contributions among the Plan’s investment alternatives.  All investments are participant directed.  For a more complete description of the Plan’s investments, participants should refer to the summary plan description and investment prospectuses.


Participant Accounts

Each participant’s account is credited with the participant’s contributions, Sponsor contributions, and allocations of Plan earnings/losses thereon and charged with an allocation of administrative expenses. Allocations of the Sponsor’s discretionary profit sharing contributions are based on a uniform percentage of the participant’s compensation. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

5

PyraMax Bank, FSB 401(k) Savings Plan

Notes to Financial Statements

 
Note 1.
Description of Plan (continued)

Vesting

Participants are immediately vested in their contributions plus earnings thereon.  Beginning January 1, 2013, the Sponsor amended the Plan to elect to contribute safe harbor contributions.  Participants are, therefore, immediately vested in matching contributions and any earnings thereon.

Forfeitures

Forfeitures are portions of participant account balances that participants surrender by terminating employment prior to becoming full vested.  Forfeitures from the Sponsor’s matching and profit sharing contributions are used to reduce the Sponsor’s matching contributions or administrative expenses.  During 2020, there were no forfeitures used to reduce the Sponsor’s matching contributions.

Payment of Benefits

Upon termination of service due to retirement, separation, death or disability, a participant may elect to receive the value of the vested interest in his or her account as a lump-sum distribution or in regular installment distributions over a period not to exceed the joint life expectancy of the participant and his or her beneficiary.  Under certain circumstances, participants may qualify to receive a hardship distribution from their account balance.  In-service distributions may also be made upon the participant reaching age 59 ½. In 2020, as part of the Coronavirus, Aid, Relief and Economic Security (CARES) Act, participants were allowed to receive a qualified distribution that could not exceed $100,000.

Notes Receivable from Participants

Participants may receive a loan from their account balances at the lesser of $50,000 or 50% of the participant’s vested account balance. During 2020, as part of the CARES Act, the allowable loan amount was increased to $100,000 or 100% of the participant’s vested account balance. The CARES Act also allowed loan repayments to be delayed for one year. The minimum loan amount is $1,000.  The loans are secured by the balance in the participant’s account and bear interest at rates ranging from 4.25% to 6.50%.  Interest rates are determined by the plan administrator to be commensurate with local prevailing rates.  Principal and interest is paid through payroll deductions.

Note 2.
Summary of Significant Accounting Policies

Basis of Accounting

The financial statements of the Plan are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Use of Estimates in Preparation of Financial Statements

The preparation of the accompanying financial statements in accordance with GAAP requires the Plan’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein and disclosure of contingent assets and liabilities. Actual results could differ from those estimates and are subject to change in the near term.
6

PyraMax Bank, FSB 401(k) Savings Plan

Notes to Financial Statements

 
Note 2.
Summary of Significant Accounting Policies (continued)

Notes Receivable from Participants

Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Interest income is recorded on the accrual basis. Related fees are recorded as administrative expenses and are expensed when they are incurred. Delinquent notes receivable from participants are reclassified as distributions based upon the terms of the Plan document.

Investment Valuation and Income Recognition

The Plan’s investments are reported at fair value (except for fully benefit-responsive investment contracts). Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Purchases and sales of securities are recorded on a trade-date basis.  Interest income is recorded on the accrual basis.  Dividends are recorded on the ex-dividend date.  Net appreciation includes the Plan’s gains and losses on investments bought and sold as well as held during the year.

Fully benefit-responsive contracts are reported at contract value, which is the amount participants would normally receive if they were to initiate permitted transactions under the terms of the Plan.

Payment of Benefits

Benefits are recorded when paid.

Administrative Expenses

Certain administrative expenses of the Plan are paid by the Plan.  The majority of the Plan’s administrative expenses are paid by the Sponsor and are excluded from these financial statements.

Subsequent Events

The Sponsor has evaluated subsequent events through the date of this report.
7

PyraMax Bank, FSB 401(k) Savings Plan

Notes to Financial Statements

 
Note 3.
Risks and Uncertainties

The Plan invests in various investment securities.  Investment securities are exposed to various risks such as interest rate, market, and credit risks.  Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.


Note 4.
Fair Value Measurements

GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

Level 1:    Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.

Level 2:    Inputs to the valuation methodology include:

Quoted prices for similar assets or liabilities in active markets
Quoted prices for identical or similar assets or liabilities in inactive markets
Inputs other than quoted prices that are observable for the asset or liability
Inputs that are derived principally from or corroborated by observable market data by correlation or other means
If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
Level 3:    Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the best level of input that is significant to the fair value measurement. Valuation techniques maximize the use of relevant observable inputs and minimize the use of unobservable inputs.

Mutual Funds: Valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are generally open-end mutual funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily net asset value (NAV) and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.

Pooled Separate Accounts:  Valued at the NAV of shares in each account held by the Plan at year end.  The pooled separate accounts in the Plan have published NAVs and are deemed to be actively traded.

Common Stock:  Shares of common stock are valued at their quoted price in an active market.
8

PyraMax Bank, FSB 401(k) Savings Plan

Notes to Financial Statements

 
Note 4.
Fair Value Measurements (Continued)
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values.  Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

The following tables set forth by level, within the fair value hierarchy, the Plan’s investments at fair value as of December 31, 2020 and 2019:

 
Assets at Fair Value as of December 31, 2020
 Description
 Level 1
 Level 2
 Level 3
 Total
         
Mutual Funds
 $  12,336,838
 $               —
 $               —
 $  12,336,838
Common Stock
          453,386
                  —
                  —
          453,386
 
 $  12,790,224
 $               —
 $               —
 $  12,790,224
         
         
 
Assets at Fair Value as of December 31, 2019
 Description
 Level 1
 Level 2
 Level 3
 Total
         
Mutual Funds
 $    8,761,098
 $               —
 $               —
 $    8,761,098
Pooled Separate Accounts
       1,760,408
                  —
                  —
       1,760,408
Common Stock
          490,922
                  —
                  —
          490,922
 
 $  11,012,428
 $               —
 $               —
 $  11,012,428
         
To assess the appropriate classification of investments within the fair value hierarchy, the availability of market data is monitored. Changes in economic conditions or valuation techniques may require the transfer of investments from one fair value level to another. In such instances, the transfer is reported at the beginning of the reporting period. The Plan evaluates the significance of transfers between levels based upon the nature of the investment and size of the transfer relative to total net assets available for benefits.

Note 5.
Fixed Income Guaranteed Option
The Plan’s investment options include the Principal Fixed Income Guaranteed Option (FIGO) which is a guaranteed general account-backed group annuity contract issued by Principal Life Insurance Company (Principal) to Principal Trust Company as custodian.  The FIGO has a contractually guaranteed rate of interest which is credited to participants’ accounts. The FIGO is considered a fully benefit-responsive investment and, therefore, is reported at contract value.  Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value.

There are no reserves against contract value for credit risk of the contract issuer or otherwise.  The crediting interest rate is based on the earnings of the underlying assets in the entire medium-long term new portfolio compared to the minimum interest crediting rate, as stated in the contract, and prevailing market conditions.  Interest crediting rate is reset quarterly.

Certain events may limit the ability of the Plan to transact at contract value with the issuer.  The plan administrator does not believe that any events which would limit the plan’s ability to transact at contract value with participants are probably of occurring.
9

PyraMax Bank, FSB 401(k) Savings Plan

Notes to Financial Statements

 
Note 6.
Plan Termination
Although the Sponsor has not expressed any intent to do so at the present time, the Sponsor has the right under the Plan to discontinue its contributions at any time and to terminate or partially terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants would become fully vested in their accounts.

Note 7.
Tax Status
The IRS has determined and informed the Plan by a letter that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (“IRC”).  Although the Plan has been amended since receiving the determination letter, the plan administrator believes that the Plan is designed, and is currently being operated, in compliance with the applicable requirements of the IRC and, therefore, believes that the Plan is qualified and the related trust is tax exempt.

Note 8.
Related Party and Party-In-Interest

As of December 31, 2020 the Plan held 45,520 shares of 1895 Bancorp of Wisconsin, Inc. common stock, valued at $453,386. As of December 31, 2019, the Plan held 45,540 shares of 1895 Bancorp of Wisconsin, Inc. common stock, valued at $490,222. During the year ended December 31, 2020, Plan purchases of Bancorp of Wisconsin, Inc. common stock totaled $45,275 and Plan sales of 1895 Bancorp of Wisconsin, Inc. common stock totaled $37,932. Transactions involving notes receivable from participants and investment funds administered by affiliates of Principal Trust Company are considered party-in-interest transactions. The purchases of and investment in common stock of 1895 Bancorp of Wisconsin, Inc. are also considered party-in-interest transactions and related party transactions. These transactions are not, however, considered prohibited transactions under ERISA regulation.


10


PryaMax Bank, FSB 401(k) Savings Plan
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
December 31, 2020
Employer Identification Number: 39-0624390
Plan Number: 002
           
(a)
(b)
 
(c)
(d)
(e)
     
 Description of Investment,
   
 
 Identity of Issuer, Borrower,
 
  Including Maturity Date, Rate of Interest,
 
 Current
 
 Lessor, or Similar Party
 
 Collateral, Par, Maturity Value
 Cost**
 Value
   
 Mutual funds, registered investment companies
   
 
 BlackRock Advisors, LLC
 
 BlackRock LifePath Index 2065 K Fund
 
 $                320
 
 BlackRock Advisors, LLC
 
 BlackRock LifePath Index 2060 K Fund
 
              36,500
 
 BlackRock Advisors, LLC
 
 BlackRock LifePath Index 2055 K Fund
 
            239,231
 
 BlackRock Advisors, LLC
 
 BlackRock LifePath Index 2050 K Fund
 
            138,941
 
 BlackRock Advisors, LLC
 
 BlackRock LifePath Index 2045 K Fund
 
            391,828
 
 BlackRock Advisors, LLC
 
 BlackRock LifePath Index 2040 K Fund
 
            316,389
 
 BlackRock Advisors, LLC
 
 BlackRock LifePath Index 2035 K Fund
 
            418,077
 
 BlackRock Advisors, LLC
 
 BlackRock LifePath Index 2030 K Fund
 
                7,870
 
 BlackRock Advisors, LLC
 
 BlackRock LifePath Index Retirement K Fund
 
            530,109
 
 BlackRock Advisors, LLC
 
 BlackRock LifePath Index 2025 K Fund
 
         1,078,301
 
 AB LP
 
 AB Large Cap Growth Z Fund
 
            932,375
 
 Allianz Global Inv. Fund Mgmt.
 
 Allianz Global NFJ Mid-Cap Value I Fund
 
            341,978
 
 American Beacon
 
 American Beacon International Equity Fund
 
                1,867
 
 American Funds
 
 American Funds EuroPacific Growth R6 Fund
 
         1,026,392
 
 American Funds
 
 American Funds New World R6 Fund
 
            160,267
 
 Eagle Financial Services, Inc.
 
 Carillon Eagle Mid-Cap Growth R6 Fund
 
                5,822
 
 Eaton Vance
 
 Eaton Vance Floating Rate I Fund
 
            150,513
 
 Fidelity
 
 Fidelity  500 Index Fund
 
         1,121,485
 
 Fidelity
 
 Fidelity Mid-Cap Index Fund
 
            575,303
 
 Fidelity
 
 Fidelity Small-Cap Index Fund
 
            238,529
 
 Goldman Sachs
 
 Goldman Sachs International SC Insights Inst. Fund
 
            114,250
 
 Goldman Sachs
 
 Goldman Sachs Small Cap Value R6 Fund
 
            250,209
 
 Oppenheimer
 
 Invesco Developmental Markets R6 Fund
 
            332,617
 
 Janus Henderson
 
 Janus Henderson Multi-Securities Income Fund
 
            445,248
 
 MFS Investment Management
 
 MFS International Diversification R6 Fund
 
              58,549
 
 PGIM Investments
 
 PGIM Global Return R6 Fund
 
            114,228
 
 PIMCO Funds
 
 PIMCO Real Return Institutional Fund
 
            329,188
 
 Putnam Investments
 
 Putnam Equity Income Y Fund
 
            630,943
 
 Putnam Investments
 
 Putnam Convertible Securities Y Fund
 
            236,910
 
 Robert W. Baird & Co., Inc.
 
 Baird Aggregate Bond Institutional Fund
 
         1,073,172
 
 Vanguard Group
 
 Vanguard Explorer Admiral Fund
 
            403,763
 
 Western Asset Mgmt. Co.
 
 Western Asset Cord Bond IS Fund
 
            635,664
           
     
 (Continued)
   


11

PyraMax Bank, FSB 401(k) Savings Plan

Notes to Financial Statements

 
PryaMax Bank, FSB 401(k) Savings Plan
Schedule H, Line 4i – Schedule of Assets (Held at End of Year) - Page 2
December 31, 2020
Employer Identification Number: 39-0624390
Plan Number: 002
           
(a)
(b)
 
(c)
(d)
(e)
     
 Description of Investment,
   
 
 Identity of Issuer, Borrower,
 
  Including Maturity Date, Rate of Interest,
 
 Current
 
 Lessor, or Similar Party
 
 Collateral, Par, Maturity Value
 Cost**
 Value
   
 Common Stock
   
*
 1895 Bancorp of Wisconsin, Inc.
 
 45,520 Shares of Common Stock
 
            453,386
           
   
 Guaranteed Investment Account
   
*
 Principal
 
 Fixed Income Guaranteed Option
 
            164,347
           
*
 
 Participant loans:
   
 
 Participants
 
 4.25% – 6.50%; maturing through 2025
$0
            217,582
           
         
 $    13,172,153
           
           
           
*
 Designates party-in-interest.
       
**
 Cost is not reqluired for participant-directed investments
   




12

SIGNATURES


The Plan.  Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.


   
PYRAMAX BANK, FSB 401(K) SAVINGS PLAN
     
     
Date:  June 29, 2021
By:  
 /s/ Monica Baker
   
Monica Baker
   
Senior Vice President and Chief Brand Officer




EXHIBIT INDEX

Exhibit Number
Description