0001193125-18-303969.txt : 20181022 0001193125-18-303969.hdr.sgml : 20181022 20181022130608 ACCESSION NUMBER: 0001193125-18-303969 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 32 FILED AS OF DATE: 20181022 DATE AS OF CHANGE: 20181022 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 1895 Bancorp of Wisconsin, Inc. CENTRAL INDEX KEY: 0001751692 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 000000000 STATE OF INCORPORATION: X1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-227223 FILM NUMBER: 181132013 BUSINESS ADDRESS: STREET 1: 7001 WEST EDGERTON AVENUE CITY: GREENFIELD STATE: WI ZIP: 53220 BUSINESS PHONE: 414-421-8200 MAIL ADDRESS: STREET 1: 7001 WEST EDGERTON AVENUE CITY: GREENFIELD STATE: WI ZIP: 53220 S-1/A 1 d613439ds1a.htm S-1/A S-1/A
Table of Contents

As filed with the Securities and Exchange Commission on October 22, 2018

Registration No. 333-227223

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

PRE-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

1895 Bancorp of Wisconsin, Inc.

1895 Bancorp of Wisconsin 401(k) Plan

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Federal    6036    Pending

(State or Other Jurisdiction of

Incorporation or Organization)

  

(Primary Standard Industrial

Classification Code Number)

  

(I.R.S. Employer

Identification Number)

7001 West Edgerton Avenue

Greenfield, WI 53220

(414) 421-8200

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

 

Richard B. Hurd

President and Chief Executive Officer

1895 Bancorp of Wisconsin, Inc.

7001 West Edgerton Avenue

Greenfield, WI 53220

(414) 421-8200

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

 

 

Copies to:

Kip Weissman, Esq.

Marc Levy, Esq.

Luse Gorman, PC

5335 Wisconsin Avenue, N.W., Suite 780

Washington, D.C. 20015

(202) 274-2000

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:   ☒

If this Form is filed to register additional shares for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:   ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:   ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:   ☐

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. (Check one):

 

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.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of each class of

securities to be registered

 

Amount

to be

registered

 

Proposed

maximum

offering price

per share

 

Proposed

maximum

aggregate

offering price

 

Amount of

registration fee

Common Stock, $0.01 par value per share

  3,273,188 shares   $10.00   $32,731,880(1)   $4,076(2)(3)

Participation Interests

  528,550(2)            

 

 

(1)

Estimated solely for the purpose of calculating the registration fee.

(2)

The securities to be purchased by the PyraMax Bank, FSB 401(k) Plan are included in the amount shown for the common stock. Accordingly, no separate fee is required for the participation interests.

(3)

Previously paid.

 

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 


Table of Contents

Prospectus Supplement

Interests in

PYRAMAX BANK, FSB 401(K) SAVINGS PLAN

Offering of Participation Interests in up to 528,550 Shares of

1895 Bancorp of Wisconsin, Inc.

Common Stock

 

 

In connection with the conversion of PyraMax Bank, FSB (the “Bank”) from the mutual to the stock form of organization and the related stock offering of 1895 Bancorp of Wisconsin, Inc. (the “Reorganization”), 1895 Bancorp of Wisconsin, Inc. and the Bank are allowing participants in the PyraMax Bank, FSB 401(k) Savings Plan (the “401(k) Plan”) the opportunity to invest up to 50% of their 401(k) Plan accounts in shares of common stock of 1895 Bancorp of Wisconsin, Inc. (“1895 Bancorp Common Stock”) on the date of the stock offering. Based on the value of the 401(k) Plan assets at July 31, 2018, the trustee of the 401(k) Plan can acquire up to 528,550 shares of 1895 Bancorp Common Stock, at the purchase price of $10.00 per share. This prospectus supplement relates to the initial election of the 401(k) Plan participants to direct the trustee of the 401(k) Plan to invest up to 50% of their 401(k) Plan accounts in 1895 Bancorp Common Stock at the time of the stock offering.

The Bank has registered on behalf of the 401(k) Plan up to 528,550 participation interests so that the trustee of the 401(k) Plan could purchase up to 528,550 shares of 1895 Bancorp Common Stock in the offering, at the purchase price of $10.00 per share. This prospectus supplement relates to the election of Plan participants to direct the trustee of the 401(k) Plan to invest up to 50% of their 401(k) Plan accounts in the 1895 Bancorp Stock Fund on the date of the stock offering.

The prospectus of 1895 Bancorp of Wisconsin, Inc., dated [DATE], accompanies this prospectus supplement. It contains detailed information regarding the Reorganization of the Bank and the stock offering of 1895 Bancorp Common Stock and the financial condition, results of operations and business of 1895 Bancorp of Wisconsin, Inc. and the Bank. This prospectus supplement provides information regarding the 401(k) Plan. You should read this prospectus supplement together with the prospectus and keep both for future reference.

 

 

For a discussion of risks that you should consider, see “Risk Factors” beginning on page 17 of the accompanying prospectus and “Notice of Your Rights Concerning Employer Securities” below.

The interests in the 401(k) Plan and the offering of 1895 Bancorp Common Stock have not been approved or disapproved by the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System, the Securities and Exchange Commission or any other federal or state agency. Any representation to the contrary is a criminal offense.

The securities offered in this prospectus supplement and in the prospectus are not deposits or accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.

This prospectus supplement may be used only in connection with offers and sales by 1895 Bancorp of Wisconsin, Inc. of participation interests in shares of 1895 Bancorp Common Stock pursuant to the 401(k) Plan. No one may use this prospectus supplement to re-offer or resell participation interests or shares of 1895 Bancorp Common Stock acquired through the 401(k) Plan.

You should rely only on the information contained in this prospectus supplement and the accompanying prospectus. 1895 Bancorp of Wisconsin, Inc., the Bank and the 401(k) Plan have not authorized anyone to provide you with information that is different.

This prospectus supplement does not constitute an offer to sell or solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make an offer or solicitation in that jurisdiction. Neither the delivery of this prospectus supplement and the prospectus nor any sale of 1895 Bancorp Common Stock or participation interests representing an ownership interest in 1895 Bancorp Common Stock shall under any circumstances imply that there has been no change in the affairs of 1895 Bancorp of Wisconsin, Inc. or any of its subsidiaries or the 401(k) Plan since the date of this prospectus supplement, or that the information contained in this prospectus supplement or incorporated by reference is correct as of any time after the date of this prospectus supplement.

 

 

The date of this prospectus supplement is [DATE].


Table of Contents

TABLE OF CONTENTS

 

THE OFFERING

     1  

Securities Offered

     1  

1895 Bancorp Stock Fund

     1  

Purchase Priorities

     1  

Purchases in the Offering and Oversubscriptions

     2  

Composition of 1895 Bancorp Stock Fund

     3  

Value of the 401(k) Plan Assets

     3  

In Order to Participate in the Offering

     3  

How to Order Stock in the Offering

     3  

Order Deadline

     5  

Irrevocability of Transfer Direction

     5  

Other Purchases in Your Account During the Offering Period

     5  

Additional Purchases of 1895 Bancorp Stock Fund Units after the Offering

     5  

Purchase Price of Common Stock in the Offering and After the Offering

     5  

Nature of a Participant’s Interest in the Common Stock

     5  

Voting Rights of Common Stock

     5  

DESCRIPTION OF THE 401(k) PLAN

     6  

Introduction

     6  

Eligibility and Participation

     6  

Contributions under the 401(k) Plan

     6  

Limitations on Contributions

     7  

Benefits under the 401(k) Plan

     7  

Investment of Contributions and Account Balances

     8  

Performance History

     8  

Description of the Investment Funds

     9  

1895 Bancorp Stock Fund

     12  

Withdrawals from the 401(k) Plan

     12  

Administration of the 401(k) Plan

     13  

Amendment and Termination

     13  

Merger, Consolidation or Transfer

     13  

Federal Income Tax Consequences

     13  

Notice of Your Rights Concerning Employer Securities

     14  

Additional ERISA Considerations

     14  

Securities and Exchange Commission Reporting and Short-Swing Profit Liability

     15  

Financial Information Regarding 401(k) Plan Assets

     15  

LEGAL OPINION

     15  


Table of Contents

THE OFFERING

 

Securities Offered    1895 Bancorp of Wisconsin, Inc. is offering participants in the PyraMax Bank, FSB 401(k) Savings Plan (the “401(k) Plan”) the opportunity to purchase stock of 1895 Bancorp of Wisconsin, Inc. through the 401(k) Plan by purchasing “participation interests,” through the Stock Offering Fund established under the 401(k) Plan in connection with the stock offering (“Offering”). The 401(k) Plan may acquire up to 528,550 shares of 1895 Bancorp of Wisconsin, Inc. common stock (“1895 Bancorp Common Stock”) in the Offering. Your investment in 1895 Bancorp Common Stock in connection with the Offering through the Stock Offering Fund is subject to the purchase priorities contained in the PyraMax Bank, FSB Plan of Reorganization from a Mutual Savings Bank to a Mutual Holding Company and Stock Issuance Plan (the “Plan of Reorganization”).
   Information with regard to the 401(k) Plan is contained in this prospectus supplement and information with regard to the financial condition, results of operations and business of 1895 Bancorp of Wisconsin, Inc. is contained in the accompanying prospectus. The address of the principal executive office of 1895 Bancorp of Wisconsin, Inc. and the Bank is 7001 West Edgerton Avenue, Greenfield, WI 53220. The Bank’s telephone number is (414) 421-8200.
   All elections to purchase stock in the Stock Offering Fund in the stock offering under the 401(k) Plan and any questions about this prospectus supplement should be addressed to Monica Baker, Senior Vice President, Chief Brand Officer and Director, PyraMax Bank, FSB, 7001 West Edgerton Avenue, Greenfield, WI, 53220.
1895 Bancorp Stock Fund    In connection with the Reorganization and Offering, you may elect to designate a percentage of your 401(k) Plan account balance (up to 50%) to the Stock Offering Fund, to be used to purchase common stock of 1895 Bancorp of Wisconsin, Inc. issued in the Offering at $10 per share. In making this determination, you should carefully consider the information set forth on page 14 of this prospectus supplement under “Notice of Your Rights Concerning Employer Securities — The Importance of Diversifying Your Retirement Savings.” The trustee of the Stock Offering Fund will purchase common stock of 1895 Bancorp of Wisconsin, Inc. at $10.00 per share to be held as stock in accordance with your directions.
Purchase Priorities    401(k) Plan participants are eligible to direct a transfer of funds to the Stock Offering Fund. However, such directions are subject to the purchase priorities and purchase limitations in the Plan of Reorganization of PyraMax Bank, FSB, which provides for a subscription and community offering, as described below.
  

In the Offering, the purchase priorities are as follows and apply in the case more shares are ordered than are available for sale (an “oversubscription”):

Subscription offering:

 

(1)   First, to depositors of PyraMax Bank, FSB with $50 or more as of March 15, 2017.

 

(2)   Second, to PyraMax Bank, FSB’s and 1895 Bancorp of Wisconsin, Inc.’s tax-qualified plans, including the employee stock ownership plan and the 401(k) Plan.

 

(3)   Third, to depositors of PyraMax Bank, FSB with $50 or more on deposit as of September 30, 2018.

 

(4)   Fourth, to depositors of PyraMax Bank, FSB at the close of business on November 1, 2018 who do not qualify in one of the foregoing categories.

 

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   If there are shares remaining after all of the orders in the subscription offering have been filled, shares will be offered in a community offering with a preference to natural persons residing in Wisconsin Counties of Milwaukee, Ozaukee and Waukesha.
   If you fall into subscription offering categories (1), (3), or (4) above, you have subscription rights to purchase 1895 Bancorp Common Stock in the subscription offering. You will separately receive offering materials in the mail, including a Stock Order Form. If you wish to purchase stock outside of the 401(k) Plan, you must complete and submit the Stock Order Form and payment prior to the Offering deadline.
   Additionally, or instead of placing an order outside of the 401(k) Plan through a Stock Order Form, as a 401(k) Plan participant, you may place an order for common stock through the 401(k) Plan, in the manner described below under “How to Order Stock in the Offering.”
Purchases in the Offering and Oversubscriptions    The trustee of the 401(k) Plan will submit an order to purchase 1895 Bancorp Common Stock in the Offering based on the dollar amount or percentage you designate in your election. Once you make your election, the amount that you elect to transfer from your existing investment options for the purchase of 1895 Bancorp Common Stock in connection with the stock offering will be removed from your existing investment options and transferred to the Stock Offering Fund, which is an interest-bearing cash account in the 401(k) Plan, pending the formal closing of the stock offering, several weeks later.
   After the end of the Offering period, we will determine whether all or any portion of your order may be filled (based on your purchase priority as described above and whether the Offering is oversubscribed). The amount that can be used toward your order will be applied to the purchase of participation interests and will be denominated in shares of 1985 Bancorp Common Stock in the 401(k) Plan.
   In the event the Offering is oversubscribed, i.e. there are more orders for shares of 1895 Bancorp Common Stock than shares available for sale in the Offering, and the trustee is unable to use the full amount allocated by you to purchase shares of common stock in the Offering, the amount that cannot be invested in shares of common stock, and any interest earned, will be reinvested in the other investment funds of the 401(k) Plan in accordance with your then existing investment election (in proportion to your investment direction for future contributions). If you do not have an existing election as to the investment of future contributions, then such amounts will be transferred to and invested in the applicable Blackrock Lifepath Index Fund, based on your retirement age assumption, pending your reinvestment in another fund of your choice.
   If you choose not to direct the investment of your account balances towards the purchase of any shares in the Offering, your account balances will remain in the investment funds of the 401(k) Plan as currently directed by you.
   At the conclusion of the Offering, once the eligible assets in the Stock Offering Fund have been used to purchase 1895 Bancorp Common Stock, the shares will be transferred to and held in the 1895 Bancorp Stock Fund. Your interests in the 1895 Bancorp Stock Fund will be referred to as participation interests and will be denominated in shares of 1895 Bancorp Common Stock.

 

2


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Composition of 1895 Bancorp Stock Fund    The value of one participation interest will equal one share of common stock of 1895 Bancorp of Wisconsin, Inc., which will be initially valued at $10.
   Following the close of the Offering, each day, the aggregate value of the 1895 Bancorp Stock Fund will be determined by dividing the total market value of the 1895 Bancorp Stock Fund at the end of the day by the total number of shares held in the 1895 Bancorp Stock Fund as of the previous day’s end. The change in share value reflects the day’s change in 1895 Bancorp Common Stock price, and the value of each participation interest should be the same as one share of 1895 Bancorp Common Stock. Your account in the 1895 Bancorp Stock Fund will be reported to you on your regular 401(k) Plan participant statements. You can also go online at any time to www.principal.com or call 1-800-547-7754 to review your account balances.
Value of the 401(k) Plan Assets    As of July 31, 2018, the market value of the assets of the 401(k) Plan attributable to active and former employees of the Bank was approximately $10,570,976. The 401(k) Plan administrator informed each participant of the value of his or her account balance under the 401(k) Plan as of June 30, 2018, however participants can also go on-line and look at their account balances at any time.
Election to Purchase Stock in the Stock Offering   

In connection with the Offering, the 401(k) Plan will permit you to direct the trustee to transfer all or a portion of your account balance in the 401(k) Plan to the Stock Offering Fund for the purchase of shares of common stock of 1895 Bancorp of Wisconsin, Inc. in the offering at $10.00 each. The trustee of the 401(k) Plan will subscribe for common stock of 1895 Bancorp of Wisconsin, Inc. offered for sale in connection with the Offering, in accordance with each participant’s direction. In making this determination, you should carefully consider the information set forth on page 14 of this prospectus supplement under “Notice of Your Rights Concerning Employer Securities — The Importance of Diversifying Your Retirement Savings.”

How to Order Stock in the Offering    You can elect to transfer (in whole percentages or dollar amounts) all or a portion of your account balance in the 401(k) Plan to the Stock Offering Fund. Please note the following conditions concerning this election:
  

•  You can direct up to 50% (in dollars or percentages) of your current account to the Stock Offering Fund.

 

•  Your election is subject to a minimum purchase of 25 shares of common stock, which equals $250.

 

•  Your election, plus any order you place outside the Plan, are together subject to a maximum purchase of 10,000 shares, which equals $100,000.

 

•  The election period closes at 3:00 p.m., Central Time, December 5, 2018.

 

•  Your election to purchase common stock in the Offering through the 401(k) Plan will be accepted by Principal Financial Group, the recordkeeper of the 401(k) Plan. After your election is accepted by Principal Financial Group, it will be rounded down to the closest dollar amount divisible by $10.00, and will be used by the trustee to purchase shares of common stock sold in the Offering. This difference will remain in the Stock Offering Fund until the formal closing of the Offering has been completed, several weeks after the election period ends. At that time, the common stock purchased based on your election will be transferred to the 1895 Bancorp of Wisconsin, Inc. Stock Fund and any remaining funds will be transferred out of the Stock Offering Fund account for investment in other funds under the 401(k) Plan, based on your election currently on file for future contributions. During the stock offering period, you will continue to have the ability to transfer amounts that are not directed to purchase stock in the 1895 Bancorp Stock Fund among all other investment funds.

 

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•  The amount you elect to transfer to the Stock Offering Fund will be held separately until the Offering closes. Therefore, this money is not available for distributions, loans, or withdrawals until the transaction is completed, which is expected to be several weeks after the closing of the subscription offering period.

 

•  During the stock offering period, you will continue to have the ability to transfer amounts not invested in the 1895 Bancorp Stock Fund among all the other investment funds on a daily basis. However, you will not be permitted to change the investment amounts that you designated to be transferred to the Stock Offering Fund.

   Follow these steps to make your election to use up to 50% of your account balance in the 401(k) Plan to purchase shares of common stock in the stock offering:
  

•  Go to www.principal.com and log into your 401(k) Plan account. In Account Login, click on drop down and choose “Personal”, then “GO.” Enter your Username and Password. If you haven’t established your Username and Password, click on the link “Establish your Username and Password” and follow the prompts.

 

•  On your Personal Summary Page, choose the line for the PyraMax Bank, FSB 401(k) Savings Plan.

 

•  When you reach “Your Account Overview,” click on “Investments” across the top navigation of the screen, and then click on “change Investments.”

 

•  When you reach the “Change Investments” screen, click on the box titled “Move Balances .” Then click on Make a transfer.

 

•  If you want to transfer a percentage of some of your current investments, enter the percentage you would like to transfer “From” each investment. If you would like to transfer a dollar amount, click on “Advanced Transfer Features” and choose “dollars,” then enter the amount you would like to transfer “From” each investment. When you have completed transferring “From” each investment, choose “Continue.”

 

•  Enter the percentage or dollars that you will be transferring into the Stock Offering Fund. The Stock Offering Fund is a money market investment that will hold the funds until the stock offering is concluded. All of the funds that you transferred “From” other investments must be transferred “To” the Stock Offering Fund.

 

•  When you have completed the “To” portion of the transaction, click continue. You will be taken to a confirmation page. Please review your transaction for accuracy, if you need to make changes, click on “Cancel” or “Start Over” or “Previous” to make changes. If the information is correct, click on the box, “I confirm the information above and authorize Principal Life Insurance Company to process this request.” You will receive a communication in your Message Center confirming your transaction.

 

•  You must also complete the 401(k) Plan Stock Information Form and return a copy to Monica Baker, Senior Vice President, Chief Brand Officer and Director, PyraMax Bank, FSB at 7001 West Edgerton Avenue, Greenfield, WI 53220.

 

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Order Deadline   

If you wish to make an election to transfer a portion of your account to the Stock Offering Fund to purchase 1895 Bancorp common stock, then you must make your election online at www.principal.com and return your 401(k) Plan Stock Information Form to Monica Baker by hand delivery, regular mail or by fax; no later than 3:00 p.m., Central Time, on December 5, 2018.

 

IF YOU FAIL TO BOTH MAKE YOUR STOCK PURCHASE ELECTION ONLINE AND RETURN YOUR 401(K) PLAN STOCK INFORMATION FORM BY 3:00 P.M. CENTRAL TIME ON DECEMBER 5, 2018, YOUR ELECTION WILL NOT BE PROCESSED AND YOUR ORDER WILL BE VOID.

Irrevocability of Transfer Direction    Your election is irrevocable. You will, however, continue to have the ability to transfer amounts not directed towards the purchase of 1895 Bancorp Common Stock in the Offering among all of the other investment funds on a daily basis.
Other Purchases in Your Account During the Offering Period    Whether or not you choose to purchase 1895 Bancorp Common Stock in the Offering through the 401(k) Plan, you will at all times have complete access to those amounts in your account that you do not apply towards purchases in the Offering. For example, you will be able to purchase other funds within the 401(k) Plan with that portion of your account balance that you do not apply towards purchases in the Offering during the Offering period. Such purchases will be made at the prevailing market price in the same manner as you make such purchases now, i.e., through telephone transfers and internet access to your account.
Additional Purchases of 1895 Bancorp Stock Fund Units after the Offering    After the Offering closes, you will have the opportunity to direct the 401(k) Plan trustee to sell any shares that you purchased in the Offering. You will also have the opportunity to purchase any additional shares in the open market, to the extent shares are available. 1895 Bancorp Common Stock is expected to be listed on the Nasdaq stock market under the symbol “BCOW”. Special restrictions may apply to transfers directed to and from the 1895 Bancorp Stock Fund by the participants who are subject to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, relating to the purchase and sale of securities by officers, directors and principal shareholders of 1895 Bancorp of Wisconsin, Inc.
Purchase Price of Common Stock in the Offering and After the Offering    The trustee will pay $10 per share of common stock in the Offering, which will be the same price paid by all other persons for a share of common stock in the Offering. No sales commission will be charged for common stock purchased in the Offering. After the stock offering, any additional purchases will be made in the open market at the prevailing price. In addition, a brokerage commission of $0.05 per share of stock purchased will be charged.
Nature of a Participant’s Interest in the Common Stock    The Common Stock acquired by the trustee at your direction will be allocated to your account and will be held in the 1895 Bancorp Stock Fund.
Voting Rights of Common Stock    You may direct the trustee as to how to vote your shares of 1895 Bancorp Common Stock held in the 1895 Bancorp Stock Fund. If the trustee does not receive your voting instructions, the trustee will be directed by PyraMax Bank, FSB to vote your shares in the same proportion as the voting instructions received from other participants related to their shares of 1895 Bancorp Common Stock held by the 401(k) Plan, provided that such vote is made in accordance with the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). All voting instructions will be kept confidential.

 

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DESCRIPTION OF THE 401(k) PLAN

Introduction

PyraMax Bank, FSB originally adopted the 401(k) Plan effective as of February 13, 1989. The 401(k) Plan was last restated, effective July 1, 2017. In connection with the Conversion of PyraMax Bank, FSB from the mutual to stock form of organization as the wholly owned subsidiary of 1895 Bancorp of Wisconsin, Inc., 1895 Bancorp of Wisconsin, Inc. and the Bank desire to allow participants to purchase common stock of 1895 Bancorp of Wisconsin, Inc. in their accounts in the 401(k) Plan. The 401(k) Plan is a tax-qualified plan with a cash or deferred compensation feature established in accordance with the requirements under Section 401(a) and Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”).

The Bank intends that the 401(k) Plan, in operation, will comply with the requirements under Section 401(a) and Section 401(k) of the Code. The Bank will adopt any amendments to the 401(k) Plan that may be necessary to ensure the continuing qualified status of the 401(k) Plan under the Code and applicable Treasury Regulations.

Employee Retirement Income Security Act of 1974 (“ERISA”). The 401(k) Plan is an “individual account plan” other than a “money purchase pension plan” within the meaning of ERISA. As such, the 401(k) Plan is subject to all of the provisions of Title I (Protection of Employee Benefit Rights) and Title II (Amendments to the Code Relating to Retirement Plans) of ERISA, except to the funding requirements contained in Part 3 of Title I of ERISA, which by their terms do not apply to an individual account plan (other than a money purchase plan). The 401(k) Plan is not subject to Title IV (Plan Termination Insurance) of ERISA. The funding requirements contained in Title IV of ERISA are not applicable to participants or beneficiaries under the 401(k) Plan.

Reference to Full Text of 401(k) Plan. The following portions of this prospectus supplement summarize certain provisions of the 401(k) Plan. They are not complete and are qualified in their entirety by the full text of the 401(k) Plan. Copies of the 401(k) Plan are available to all employees by filing a request with the 401(k) Plan Administrator c/o PyraMax Bank, FSB, Attn: Monica Baker, Senior Vice President, Chief Brand Officer. You are urged to read carefully the full text of the 401(k) Plan.

Eligibility and Participation

As an employee of the Bank, you are eligible to become a participant in the 401(k) Plan by making elective deferral contributions on the first day of the calendar month, coincident with or next following the date you attain age 18 and complete one month of service, measured from your date of hire, provided that you are an eligible employee at such time. Eligible employees will become participants with respect to profit sharing contributions on the next payroll date after attaining age 18 and completing six months of consecutive service. You will be eligible to receive a profit sharing contribution if you meet the eligibility requirements and have 1,000 hours of service during the plan year and are employed on the last day of the plan year. You will be eligible to receive “safe harbor contributions” (as defined below), if you are an eligible employee after six months of service and entry on the next payroll date. You are not an eligible employee if you are a member of the following classes of employees: (i) an employee who is included in a unit of employees covered by a collective bargaining agreement, if retirement benefits were the subject of good faith bargaining; (ii) any leased employee; (iii) any non-resident alien who received no earned income which constitutes income from services performed in the United States; and (iv) employees of South Milwaukee Investments, Inc. and “Temporary Employees” as classified by the Bank.

As of July 31, 2018, there were approximately 145 active and former employees with account balances in the 401(k) Plan.

Contributions under the 401(k) Plan

Elective Deferrals. You are permitted to defer on a pre-tax basis up to 100% of your Compensation (as defined in the 401(k) Plan), subject to certain restrictions imposed by the Code, and to have that amount contributed to the 401(k) Plan on your behalf. Your pre-tax deferrals are subject to certain restrictions imposed by the Code, and for 2018, you may defer up to $18,500 and you may defer an additional $6,000 if you qualify for catch-up contributions as described in the next paragraph. The Compensation of each participant taken into account under the 401(k) Plan is limited by the Code, and for 2018 the limit is $275,000 (this limit may change on an annual basis). Canceling or changing your contribution percentage can be accomplished either over the telephone or over the internet at any time.

If, after receiving a notice from the Bank, you do not make an elective deferral contribution election, you will be deemed to have made an election to defer 6% of your Compensation. This percentage election will increase each year by 1% until your elective deferral is 10%. You can prevent this automatic deferral contribution election if you turn in the applicable form to prevent such contributions. Similarly, you can withdraw contributions made without your consent for up to a brief period of time after the automatic contributions are first removed from your Compensation.

 

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Roth Elective Deferrals. You may elect to designate all or a portion of deferrals as Roth elective deferrals. Roth elective deferrals do not reduce your total taxable income or your current taxes. Because you pay taxes on these contribution when they are made, these contributions will not be taxed later when received as a benefit and distributed as a qualified distribution. A distribution will be a qualified distribution if (i) the distribution is made on or after you attain age 59 1/2, on or after the date of your death, or as a result of you becoming disabled as defined by the Code; or (ii) the distribution is made after the end of the 5-taxable-year period beginning with the first taxable year in which you make a Roth elective deferral contribution to this plan.

Catch-up Contributions. If you have made the maximum amount of elective deferrals allowed by the 401(k) Plan or other legal limits and you have attained at least age 50 (or will reach age 50 prior to the end of the tax year, which is March 31), you are also eligible to make an additional catch-up contribution. In 2018, the maximum catch-up contribution is $6,000. You may authorize your employer to withhold a specified dollar amount of your compensation for this purpose.

Safe Harbor Matching Contributions. The Bank will make a safe harbor matching contribution to your account if you have satisfied the eligibility requirements and have made a “matched employee contribution during the plan year. A matched employee contribution is any elective deferral contribution or catch-up contribution that you may make. The safe harbor matching contribution is an amount equal to 100% of your matched employee contributions that are not in excess of six percent (6%) of your Compensation. The safe harbor matching contribution is subject to change from year to year, in the discretion of the Bank.

Profit Sharing Contributions. The Bank may, in its discretion, make profit sharing contributions to the accounts of eligible participants from time to time on a nondiscriminatory basis. The amount of any profit sharing contributions, if made, will be determined in the sole discretion of the Bank and will only be available to participants who have 1,000 hours of service during the plan year and are employed on the last of the plan year.

Qualified Non-Elective Contributions. In addition to the contributions described above, the Bank may make additional qualified non-elective contributions for the benefit of participants determined at the discretion of the Bank.

Rollover Contributions. The 401(k) Plan may accept a rollover contribution from another tax-qualified plan or eligible individual retirement account made on behalf of an eligible employee, regardless of whether such employee has met the age and service requirements of the Plan. An eligible employee who has not met the age and service requirements of the 401(k) Plan shall be considered a participant only with respect to the amount of his or her rollover contributions, if any.

Limitations on Contributions

Contribution Limits. For the tax year beginning January 1, 2018, the amount of your elective deferrals may not exceed $18,500 per calendar year, or $24,500 if you are eligible to make catch-up contributions. Contributions in excess of this limit are known as excess deferrals. If you defer amounts in excess of this limitation, your gross income for federal income tax purposes will include the excess in the year of the deferral. In addition, unless the excess deferral is distributed before April 15 of the following year, it will be taxed again in the year distributed. Income on the excess deferral distributed by April 15 of the immediately succeeding year will be treated, for federal income tax purposes, as earned and received by you in the tax year in which the contribution is made.

The total amount of contributions that you make and any contribution your employer makes on your behalf to your account in one year is limited to the lesser of 100% of your compensation or $55,000 (for 2018), or if applicable, $61,000 (for 2018) including catch-up contributions.

Rollovers. You may make a rollover contribution of an eligible rollover distribution from any other qualified retirement plan or an individual retirement arrangement (IRA). These funds will be maintained in a separate rollover account in which you will have a nonforfeitable vested interest.

Benefits under the 401(k) Plan

Vesting. At all times, you have a fully vested, nonforfeitable interest in your elective deferrals, including Roth elective deferrals, catch-up contributions, if any, safe harbor matching contributions, qualified non-elective contributions and rollover contributions.

 

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Your profit sharing contributions, if any, will vest in accordance with the following:

Vesting Schedule

Profit Sharing Contributions

 

Period of Service   

Vested

Percentage

 

Less than 2 years

     0

2 years

     20

3 years

     40

4 years

     60

5 years

     100

6 years

     100

Distribution at Termination of Employment. You will be entitled to receive a distribution of the vested amounts in your account when your employment terminates for any reason. Your benefit will be equal to the vested balance of your account. The 401(k) Plan will make involuntary cash-out distributions of vested account balances in accordance with the 401(k) Plan. If you are not a 5% or more owner of your employer, your required benefit commencement date is the April 1st following the close of the year in which the later occurs: you attain age 70 1/2 or you terminate employment.

Distribution after Death of Participant. In the event of your death, the value of your entire account will be payable to your beneficiary in accordance with the 401(k) Plan.

Investment of Contributions and Account Balances

All amounts credited to your accounts under the 401(k) Plan are held in the 401(k) Plan trust (the “Trust”), which is administered by the trustee of the 401(k) Plan. Prior to the effective date of the Offering, you were provided the opportunity to direct the investments of your account into one of the investment options described below.

Performance History

The following table provides performance data with respect to the investment funds in the 401(k) Plan:

 

     Average Annual Total Return
(as of 6/30/2018 quarter end)
 

Investment Option Name

   YTD     1-Year     3-Year      5-Year      10-Year      Incept Date  

AB Global Bond Z Fund

     (0.64     0.27       3.14        3.21        4.58        10/2013  

AllianzGI NFJ Mid-Cap Value Institutional Fund

     (3.86     5.26       10.89        12.29        9.62        12/30/1997  

American Beacon International Equity Institutional Fund

     (3.45     6.50       3.59        5.86        3.39        08/07/1991  

American Beacon Small Cap Value Institutional Fund

     4.34       12.70       9.87        11.43        10.78        12/31/1998  

American Funds EuroPacific Growth R6 Fund

     (1.82     9.35       6.51        8.34        4.82        05/01/2009  

American Funds New World R6 Fund

     (2.56     10.45       7.46        6.71        3.90        05/01/2009  

Baird Aggregate Bond Institutional Fund

     (1.76     (0.34     2.10        2.81        4.43        09/29/2000  

Bond Market Index Separate Account-Z

     (1.74     (0.65     1.43        2.02        —        12/30/2009  

Delaware Corporate Bond Instl Fund

     (3.73     (1.28     2.40        3.31        6.69        09/15/1998  

Dodge & Cox Stock Fund

     0.96       11.85       10.95        12.81        9.70        01/04/1965  

Eaton Vance Floating Rate I Fund

     2.29       4.31       4.52        3.84        4.48        01/2001  

Global Real Estate Securities Separate Account-Z

     1.87       9.54       6.83        7.56        7.46        09/30/2013  

Goldman Sachs International Small Cap Insights Instl Fund

     (1.65     11.44       10.10        11.67        8.19        09/28/2007  

Harbor Capital Appreciation Inst Fund

     10.94       29.21       15.29        18.14        12.35        12/29/1987  

International Equity Index Separate Account-Z

     (2.55     6.22       4.62        6.14        —        12/30/2009  

Invesco Growth and Income R6 Fund

     (1.14     8.17       9.12        10.88        9.17        09/24/2012  

Ivy High Income N Fund

     1.91       4.78       5.64        5.26        8.03        07/2014  

LargeCap S&P 500 Index Separate Account-Z

     2.64       14.31       11.86        13.33        10.10        01/01/1990  

MFS Blended Research Core Equity R6 Fund

     0.83       12.05       9.14        12.40        9.61        01/14/1994  

MidCap S&P 400 Index Separate Account-Z

     3.45       13.40       10.79        12.58        10.67        08/31/1999  

PIMCO International Bond (US Dollar-Hedged) I Fund

     1.91       4.33       4.81        5.24        6.71        12/1992  

Oppenheimer Developing Markets Institutional Fund

     (1.09     12.63       7.59        6.04        5.67        12/2011  

PIMCO Real Return Instl Fund

     (0.25     2.05       1.97        1.64        3.36        01/29/1997  

Principal Fixed Income Guaranteed Option (no chart info)

     —         —         —          —          —       

Putnam Convertible Securities Y Fund

     4.07       10.73       6.27        8.26        7.32        12/1998  

 

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     Average Annual Total Return
(as of 6/30/2018 quarter end)
 

Investment Option Name

   YTD     1-Year      3-Year      5-Year      10-Year      Incept Date  

SmallCap S&P 600 Index Separate Account-Z

     9.31       20.35        13.74        14.52        12.18        08/31/1999  

Vanguard Explorer Admiral Fund

     11.65       23.67        11.63        13.52        11.23        12/11/1967  

Western Asset Core Bond IS Fund

     (1.82     0.19        2.74        3.38        5.34        08/29/1990  

BlackRock Lifepath Index Retirement K Fund

     (0.28     4.74        4.80        5.55        —          05/31/2011  

BlackRock Lifepath Index 2020 K Fund

     (0.31     5.55        5.33        6.35        —          05/31/2011  

BlackRock Lifepath Index 2025 K Fund

     (0.05     6.75        6.21        7.19        —          05/31/2011  

BlackRock Lifepath Index 2030 K Fund

     0.12       7.92        6.92        7.90        —          5/31/2011  

BlackRock Lifepath Index 2035 K Fund

     0.21       8.92        7.61        8.54        —          05/31/2011  

BlackRock Lifepath Index 2040 K Fund

     0.37       9.86        8.22        9.14        —          05/31/2011  

BlackRock Lifepath Index 2045 K Fund

     0.49       10.52        8.64        9.59        —          05/31/2011  

BlackRock Lifepath Index 2050 K Fund

     0.49       10.72        8.76        9.85        —          05/31/2011  

BlackRock Lifepath Index 2055 K Fund

     0.49       10.75        8.79        10.04        —          05/31/2011  

BlackRock Lifepath Index 2060 K Fund

     0.50       10.80        —          —          —          02/29/2016  

Description of the Investment Funds

The following is a description of each of the funds:

AB Global Bond Z Fund. This fund seeks to generate current income consistent with preservation of capital. The fund invests at least 80% of its net assets in fixed-income securities. It invests significantly in fixed-income securities of non-U.S. companies. The fund normally invests in the fixed-income securities of companies located in at least three countries. It may invest in a broad range of fixed-income securities in both developed and emerging markets. The fund may invest across all fixed-income sectors, including U.S. and non-U.S. government and corporate debt securities.

AllianzGI NFJ Mid-Cap Value Institutional Fund. This fund seeks long-term growth of capital and income. The fund seeks to achieve its investment objective by normally investing at least 80% of its net assets (plus borrowings made for investment purposes) in common stocks and other equity securities of companies with medium market capitalizations. The manager currently defines medium market capitalization companies as companies with a market capitalization of at least $3 billion and up to the largest company held in the Russell Midcap Index.

American Beacon International Equity Institutional Fund. This fund seeks long-term capital appreciation. The fund normally invests at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in common stocks and securities convertible into common stocks of issuers based in at least three different countries located outside the United States. It primarily invests in countries comprising the Morgan Stanley Capital International Europe Australasia and Far East Index (“MSCI EAFE Index”). The MSCI EAFE Index is comprised of equity securities of companies from various industrial sectors whose primary trading markets are located outside the United States.

American Beacon Small Cap Value Institutional Fund. This fund seeks long-term appreciation and current income. Under normal circumstances, at least 80% of the fund’s net assets (plus the amount of any borrowings for investment purposes) are invested in equity securities of small market capitalization U.S. companies. These companies have market capitalizations of $5 billion or less at the time of investment. The fund’s investments may include common stocks, real estate investment trusts (“REITs”), American Depositary Receipts (“ADRs”) and U.S. dollar-denominated foreign stocks traded on U.S. exchanges.

American Funds EuroPacific Growth R6 Fund. This fund seeks long-term growth and capital. The fund invests primarily in common stocks of issuers in Europe and the Pacific Basin that This fund adviser believes have the potential for growth. Growth stocks are stocks that the investment adviser believes have the potential for above-average capital appreciation. It normally will invest at least 80% of its net assets in securities of issuers in Europe and the Pacific Basin. The fund may invest a portion of its assets in common stocks and other securities of companies in emerging markets.

American Funds New World R6 Fund. This fund seeks long-term capital appreciation. The fund invests primarily in common stock of companies with significant exposure to countries with developing economies and/or markets. Under normal market conditions, the fund will invest at least 35% of its assets in equity and debt securities of issuers primarily based in qualified countries that have developing economics and/or markets.

 

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Baird Aggregate Bond Institutional Fund. This fund seeks an annual rate of total return, before fund expenses, greater than the annual rate of total return of the Barclays U.S. Aggregate Bond Index. The fund normally invests at least 80% of its net assets in the following types of U.S. dollar-denominated debt obligations: U.S. government and other public-sector entities; asset-backed and mortgage-backed obligations of U.S. foreign issuers; corporate debt of U. S. and foreign issuers. It only invests in debt obligations rated investment grade at the time of purchase by at least one major rating agency or, if unrated, determined by Robert W. Baird & Co. incorporated to be investment grade.

Bond Market Index Separate Account-Z. This fund seeks to provide current income. The fund normally invests at least 80% of its net assets, plus any borrowings for investment purposes, in debt securities held by the Barclay U.S. Aggregate Bond Index at the time of purchase. The index is composed of investment grade, fixed rate debt issues, including government, corporate, assets-backed, and mortgage-backed securities, with maturities of one year or more. It employs a passive investment approach designed to attempt to track the performance of the index.

Delaware Corporate Bond Instl Fund. This fund seeks total return. Under normal circumstances, the fund will invest at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in corporate bonds (“80% bonds”). It may also invest up to 20% of its net assets in high yield corporate bonds (“junk bonds”). In addition, the fund may invest up to 40% of its total assets in foreign securities, but the fund’s total non-U.S.-dollar currency exposure will be limited, in the aggregate, to no more that 25% of net assets.

Dodge & Cox Stock Fund. This fund seeks long-term growth of principal and income; a secondary objective is to achieve a reasonable current income. The fund invests primarily in a diversified portfolio of equity securities. It will invest at least 80% of its total assets in equity securities, including common stocks, depositary receipts evidencing ownership of common stocks, preferred stocks, securities convertible into common stocks, and securities that carry the right to buy common stocks. The fund may invest up to 20% of its total assets in U.S. dollar-denominated securities of non-U.S. issuers traded in the United States that are not in the S&P 500.

Eaton Vance Floating Rate I Fund. This fund seeks to provide a high level of current income. Under normal circumstances, the fund invests at least 80% of its total assets in income producing floating rate loans and other floating rate debt securities. It invests primarily in senior floating rate loans of domestic and foreign borrowers (“Senior Loans”). Senior Loans typically are of below investment grade quality and have below investment grade credit ratings, which ratings are associated with securities having high risk, speculative characteristics (sometimes referred to as “junk”).

Global Real Estate Securities Separate Account-Z. This investment seeks to generate a total return. Under normal circumstances, the fund invests at least 80% of its net assets, plus any borrowings for investment purposes, in equity securities of U.S. and non-U.S. companies principally engaged in the real estate industry at the time of purchase. For the fund’s investment policies, a real estate company has at least 50% of its assets, income or profits derived from products or services related to the real estate industry.

Goldman Sachs International Small Cap Insights Instl Fund. This fund seeks long-term growth of capital. The fund invests, under normal circumstances, at least 80% of its net assets plus any borrowings for investment purposes (measured at the time of purchase) (“Net Assets”) in a broadly diversified portfolio of equity investments in small-cap non-U.S. issuers. The advisor uses a quantitative style of management in combination with a qualitative overlay at emphasizes fundamentally-based stock selection, careful portfolio construction and efficient implementation.

Harbor Capital Appreciation Inst Fund. This fund seeks long-term growth of capital. The fund invests primarily in equity securities, principally common and preferred stocks, of U.S. companies with market capitalizations of at least $1 billion at the time of purchase and that the Subadvisor considers having above average prospects for growth. The stocks of mid and large cap companies in the fund’s portfolio are those the Subadvisor expects to maintain or achieve above average earnings growth. The fund may invest up to 20% of its total assets in the securities of foreign issuers, including issuers located or doing business in emerging markets.

International Equity Index Separate Account-Z. This fund seeks long-term growth of capital. The fund invests at least 80% of its net assets, plus any borrowings for investment purposes, in securities that compose the MSCI EEAFE NR Index at the time of purchase. The Index is a market-weighted equity index designed to measure the equity performance of developed markets, excluding the United States and Canada. The advisor employs a passive investment approach designed to attempt to track the performance of the index.

Invesco Growth and Income R6 Fund. This fund seeks total return through growth of capital and current income. Under normal market conditions, the fund’s investment adviser seeks to achieve the fund’s investment objective by investing primarily in income-producing equity securities, which include common stocks and convertible securities. It may invest in securities of issuers of all capitalization sizes; however, a substantial number of the issuers in which the fund invests are large-capitalization issuers. The fund may invest up to 25% of its net assets in securities of foreign issuers, which may include depositary receipts.

 

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Ivy High Income N Fund. This fund seeks to provide total return through a combination of high current income and capital appreciation. The fund invests primarily in a diversified portfolio of high-yield, high-risk, fixed-income securities, including secured and unsecured loan assignments, loan participations and other loan instruments (loans), of U.S. and foreign issuers, the risks of which are, in the judgment of the adviser consistent with the fund’s objective. It may invest up to 100% of its total assets in foreign securities that are denominated in U.S. dollars or foreign currencies.

LargeCap S&P 500 Index Separate Account-Z. This fund option normally invests the majority of assets in common stocks of companies that compose the S&P 500 Index. Management attempts to mirror the investment performance of the index by allocating assets in approximately the same weightings as the S&P 500 Index. Over the long-term, management seeks a very close correlation between the performance of the Separate Account before expenses and that of the S&P 500 Index.

MFS Blended Research Core Equity R6 Fund. This fund seeks capital appreciation. The fund normally invests at least 80% of the fund’s net assets in equity securities. Equity securities include common stocks and other securities that represent an ownership interest (or right to acquire an ownership interest) in a company or other issuer.

MidCap S&P 400 Index Separate Account-Z. The investment option normally invests the majority of assets in common stocks of companies that compose the S&P MidCap 400 Index. Management attempts to mirror the investment performance of the index by allocating assets in approximately the same weightings as the S&P MidCap 400 Index. Over the long-term, management seeks a very close correlation between the performance of the Separate Account before expenses and that of the S&P MidCap 400 Index.

Oppenheimer Developing Markets Institutional Fund. This fund seeks capital appreciation. The fund mainly invests in common stock of issuers in developing and emerging markets throughout the world and at times it may invest up to 100% of its total assets in foreign securities. Under normal market conditions, it will invest at least 80% of its net assets, plus borrowings for investment purposes, in equity securities of issuers whose principal activities are in a developing market, i.e. are in a developing market or are economically tied to a developing market country. The fund will invest in at least three developing markets.

PIMCO International Bond (US Dollar-Hedged) I Fund. This fund seeks maximum total return, consistent with preservation of capital and prudent investment management. The fund normally invests at least 80% of its assets in Fixed Income Instruments that are economically tied to foreign (non-U.S.) countries, representing at least three foreign countries, which may be represented by forwards or derivatives such as options, future contracts or swap arrangements. It invests primarily in investment-grade debt securities, but may invest up to 10% of its total assets in junk bonds as rated by Moody’s, S&P or Fitch, or, if unrated, as determined by PIMCO. The fund is non-diversified.

PIMCO Real Return Instl Fund. This fund seeks maximum real return, consistent with preservation of capital and prudent investment management. The fund normally invests at least 80% of its net assets in inflation-indexed bonds of varying maturities issued by the U.S. and non-U.S. governments, their agencies or instrumentalities, and corporations, which may be represented by forwards or derivatives such as options, futures contracts or swap agreements.

Principal Fixed Income Guaranteed Option. The Principal Fixed Income Guaranteed Option is a guaranteed general-account backed group annuity contract that has been issued by Principal Life Insurance Company (Principal Life) to Principal Trust Company as custodian.

Putnam Convertible Securities Y Fund. This fund seeks current income and capital appreciation; its secondary objective is conservation of capital. The fund invests mainly in convertible securities of U.S. companies. Convertible securities combine the investment characteristics of bonds and common stocks. Under normal circumstances, it invests at least 80% of the fund’s net assets in convertible securities. Convertible securities include bonds, preferred stocks and other instruments that can be converted into or exchanged for common stock or equivalent value. A significant portion of the convertible securities are below-investment-grade.

SmallCap S&P 600 Index Separate Account-Z. This fund seeks long-term growth of capital and normally invests the majority of assets in common stocks of companies that compose the S&P SmallCap 600 Index. Management attempts to mirror the investment performance of the index by allocating assets in approximately the same weightings as the S&P 600 Index. Over the long-term, management seeks a very close correlation between the performance of the Separate Account before expenses and that of the S&P 600 Index.

Vanguard Explorer Admiral Fund. This fund seeks to provide long-term capital appreciation. The fund invests mainly in the stocks of small and mid-size companies. These companies tend to be unseasoned but are considered by the fund’s advisors to have superior growth potential. Also, these companies often provide little or no dividend income. It uses multiple investment advisors.

Western Asset Core Bond IS Fund. This fund seeks to maximize total return, consistent with prudent investment management and liquidity needs. The fund invests in a portfolio of fixed income securities of various maturities and, under normal market conditions, will invest at least 80% of its net assets in debt and fixed income securities. Although the fund may invest in debt and fixed income securities of any maturity, under normal market conditions the target dollar-weighted average effective duration for the fund is expected to range within 20% of the average duration of the domestic bond market as a whole as estimated by the fund’s subadvisor.

 

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BlackRock Lifepath Index Retirement K Fund. This fund seeks to provide for retirement outcomes based on quantitatively measured risk. The fund is a “Feeder” fund that invests all of its assets in the Master Portfolio, a series of Master Investment Portfolio with a substantially identical investment objective, which allocates and reallocates its assets among a combination of equity and bond index funds and money market funds in propositions based on its own instruments that are components of or have economic characteristics similar to the securities included in its custom benchmark index.

BlackRock Lifepath Index 2020 K Fund

BlackRock Lifepath Index 2025 K Fund.

BlackRock Lifepath Index 2030 K Fund.

BlackRock Lifepath Index 2035 K Fund.

BlackRock Lifepath Index 2040 K Fund.

BlackRock Lifepath Index 2045 K Fund.

BlackRock Lifepath Index 2050 K Fund.

BlackRock Lifepath Index 2055 K Fund.

BlackRock Lifepath Index 2060 K Fund. These funds seek to provide for retirement outcomes based on quantitatively measured risk. The funds are “Feeder” funds that invest all of their assets in the Master Portfolio, a series of Master Investment Portfolio (“MIP”) with substantially identical investment objectives, which allocate and reallocate their assets among a combination of equity and bond index funds and money market funds (the “underlying funds”) in proportions based on their own comprehensive investment strategy.

An investment in any of the funds listed above is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. As with any mutual fund investment, there is always a risk that you may lose money on your investment in any of the funds listed above.

1895 Bancorp Stock Fund

In connection with the stock offering, the 401(k) Plan now offers the 1895 Bancorp Stock Fund as an additional choice to the investment options described above. 1895 Bancorp Stock Fund invests primarily in the shares of common stock of 1895 Bancorp of Wisconsin, Inc. In connection with the stock offering, you may, in the manner described earlier, direct the trustee to invest up to 50% of your 401(k) Plan account in 1895 Bancorp Stock Fund as a one-time special election.

As of the date of this prospectus supplement, there is no established market for 1895 Bancorp of Wisconsin, Inc. common stock. Accordingly, there is no record of the historical performance of 1895 Bancorp Stock Fund. Performance of 1895 Bancorp Stock Fund depends on a number of factors, including the financial condition and profitability of 1895 Bancorp of Wisconsin, Inc. and the Bank and market conditions for shares of 1895 Bancorp of Wisconsin, Inc. common stock generally.

Investments in 1895 Bancorp Stock Fund involve special risks common to investments in the shares of common stock of 1895 Bancorp of Wisconsin, Inc. In making a decision to invest all or a part of your account balance in the 1895 Bancorp Stock Fund, you should carefully consider the information set forth on page 14 of this prospectus supplement under “Notice of Your Rights Concerning Employer Securities — The Importance of Diversifying Your Retirement Savings.”

For a discussion of material risks you should consider, see “Risk Factors” beginning on page 17 of the attached prospectus and the section of this prospectus supplement called “Notice of Your Rights Concerning Employer Securities” below.

Withdrawals from the 401(k) Plan

Applicable federal law requires the 401(k) Plan to impose substantial restrictions on the right of a 401(k) Plan participant to withdraw amounts held for his or her benefit under the 401(k) Plan prior to the participant’s termination of employment with the Bank. A substantial federal tax penalty may also be imposed on withdrawals made prior to the participant’s attainment of age 59 1/2, regardless of whether such a withdrawal occurs during his or her employment with the Bank or after termination of employment.

Withdrawal from your Account prior to Retirement. Once you have attained age 59 1/2, you may request distribution of all or part of the amounts credited to your accounts attributable to elective deferrals, nonelective contributions and matching contributions.

 

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Hardship Withdrawals. If you incur a financial hardship, you may request a withdrawal from the portion of your account attributable to your pre-tax and after-tax elective deferrals.

Rollover Contributions. You may withdraw amounts you contributed to the 401(k) Plan as a rollover contribution at any time.

Loan. You may request a loan from your account pursuant to the procedures established in the 401(k) Plan.

Administration of the 401(k) Plan

The Trustee and Custodian. The trustee of the 401(k) Plan is Great Western Trust Company, LLC.

Plan Administrator. Pursuant to the terms of the 401(k) Plan, the 401(k) Plan is administered by the 401(k) Plan administrator. The address of the 401(k) Plan administrator is PyraMax Bank, FSB, 7001 West Edgerton Avenue, Greenfield, WI 53220. The 401(k) Plan administrator is responsible for the administration of the 401(k) Plan, interpretation of the provisions of the 401(k) Plan, prescribing procedures for filing applications for benefits, preparation and distribution of information explaining the 401(k) Plan, maintenance of plan records, books of account and all other data necessary for the proper administration of the 401(k) Plan, preparation and filing of all returns and reports relating to the 401(k) Plan which are required to be filed with the U.S. Department of Labor and the Internal Revenue Service, and for all disclosures required to be made to participants, beneficiaries and others under Sections 104 and 105 of ERISA.

Reports to Plan Participants. The 401(k) Plan administrator will furnish you a statement at least quarterly showing the balance in your account as of the end of that period, the amount of contributions allocated to your account for that period, and any adjustments to your account to reflect earnings or losses (if any). In addition, you can go on-line to www.principal.com or call 1-800-547-7754 at any time to review your account balances.

Amendment and Termination

It is the intention of the Bank to continue the 401(k) Plan indefinitely. Nevertheless, the Bank may terminate the 401(k) Plan at any time. If the 401(k) Plan is terminated in whole or in part, then regardless of other provisions in the 401(k) Plan, you will have a fully vested interest in your accounts. The Bank reserves the right to make any amendment or amendments to the 401(k) Plan which do not cause any part of the trust to be used for, or diverted to, any purpose other than the exclusive benefit of participants or their beneficiaries; provided, however, that the Bank may make any amendment it determines necessary or desirable, with or without retroactive effect, to comply with ERISA.

Merger, Consolidation or Transfer

In the event of the merger or consolidation of the 401(k) Plan with another plan, or the transfer of the trust assets to another plan, the 401(k) Plan requires that you would receive a benefit immediately after the merger, consolidation or transfer which is equal to or greater than the benefit you would have been entitled to receive immediately before the merger, consolidation or transfer.

Federal Income Tax Consequences

The following is a brief summary of the material federal income tax aspects of the 401(k) Plan. You should not rely on this summary as a complete or definitive description of the material federal income tax consequences relating to the 401(k) Plan. Statutory provisions change, as do their interpretations, and their application may vary in individual circumstances. Finally, the consequences under applicable state and local income tax laws may not be the same as under the federal income tax laws. Please consult your tax advisor with respect to any distribution from the 401(k) Plan and transactions involving the 401(k) Plan.

As a “tax-qualified retirement plan,” the Code affords the 401(k) Plan special tax treatment, including:

(1) the sponsoring employer is allowed an immediate tax deduction for the amount contributed to the 401(k) Plan each year;

(2) participants pay no current income tax on amounts contributed by the employer on their behalf; and

(3) earnings of the 401(k) Plan are tax-deferred, thereby permitting the tax-free accumulation of income and gains on investments.

The Bank will administer the 401(k) Plan to comply with the requirements of the Code as of the applicable effective date of any change in the law.

 

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Lump-Sum Distribution. A distribution from the 401(k) Plan to a participant or the beneficiary of a participant will qualify as a lump-sum distribution if it is made within one taxable year, on account of the participant’s death, disability or separation from service, or after the participant attains age 59 1/2, and consists of the balance credited to participants under the 401(k) Plan and all other profit sharing plans (and in some cases all other stock bonus plans), if any, maintained by the Bank. The portion of any lump-sum distribution required to be included in your taxable income for federal income tax purposes consists of the entire amount of the lump-sum distribution, less the amount of after-tax contributions, if any, you have made to this 401(k) Plan and any other profit sharing plans maintained by the Bank, which is included in the distribution.

1895 Bancorp of Wisconsin, Inc. Common Stock Included in Lump-Sum Distribution. If a lump-sum distribution includes 1895 Bancorp Common Stock, the distribution generally will be taxed in the manner described above, except that the total taxable amount may be reduced by the amount of any net unrealized appreciation with respect to 1895 Bancorp Common Stock, that is, the excess of the value of 1895 Bancorp Common Stock at the time of the distribution over its cost or other basis of the securities to the trust. The tax basis of 1895 Bancorp Common Stock, for purposes of computing gain or loss on its subsequent sale, equals the value of 1895 Bancorp Common Stock at the time of distribution, less the amount of net unrealized appreciation. Any gain on a subsequent sale or other taxable disposition of 1895 Bancorp Common Stock, to the extent of the amount of net unrealized appreciation at the time of distribution, will constitute long-term capital gain, regardless of the holding period of 1895 Bancorp Common Stock. Any gain on a subsequent sale or other taxable disposition of 1895 Bancorp Common Stock, in excess of the amount of net unrealized appreciation at the time of distribution, will be considered long-term capital gain. The recipient of a distribution may elect to include the amount of any net unrealized appreciation in the total taxable amount of the distribution, to the extent allowed by regulations to be issued by the Internal Revenue Service.

Distributions: Rollovers and Direct Transfers to Another Qualified Plan or to an IRA. You may roll over virtually all distributions from the
401(k) Plan to another qualified plan or to an individual retirement account (IRA) in accordance with the terms of the other plan or account.

Notice of Your Rights Concerning Employer Securities

There has been an important change in Federal law that provides specific rights concerning investments in employer securities, such as 1895 Bancorp of Wisconsin, Inc. common stock. Because you may in the future have investments in 1895 Bancorp Stock Fund under the 401(k) Plan, you should take the time to read the following information carefully.

Your Rights Concerning Employer Securities. The 401(k) Plan must allow you to elect to move any portion of your account that is invested in the 1895 Bancorp Stock Fund from that investment into other investment alternatives under the 401(k) Plan. You may contact the 401(k) Plan Administrator shown above for specific information regarding this new right, including how to make this election. In deciding whether to exercise this right, you will want to give careful consideration to the information below that describes the importance of diversification. All of the investment options under the 401(k) Plan are available to you if you decide to diversify out of the 1895 Bancorp Stock Fund.

The Importance of Diversifying Your Retirement Savings. To help achieve long-term retirement security, you should give careful consideration to the benefits of a well-balanced and diversified investment portfolio. Spreading your assets among different types of investments can help you achieve a favorable rate of return, while minimizing your overall risk of losing money. This is because market or other economic conditions that cause one category of assets, or one particular security, to perform very well often cause another asset category, or another particular security, to perform poorly. If you invest more than 20% of your retirement savings in any one company or industry, your savings may not be properly diversified. Although diversification is not a guarantee against loss, it is an effective strategy to help you manage investment risk.

In deciding how to invest your retirement savings, you should take into account all of your assets, including any retirement savings outside of the 401(k) Plan. No single approach is right for everyone because, among other factors, individuals have different financial goals, different time horizons for meeting their goals, and different tolerance for risk. Therefore, you should carefully consider the rights described here and how these rights affect the amount of money that you invest in 1895 Bancorp Common Stock through the 401(k) Plan.

It is also important to periodically review your investment portfolio, your investment objectives, and the investment options under the 401(k) Plan to help ensure that your retirement savings will meet your retirement goals.

 

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Additional ERISA Considerations

The 401(k) Plan is subject to certain provisions of ERISA, including special provisions relating to control over the 401(k) Plan’s assets by participants and beneficiaries. The 401(k) Plan’s feature that allows you to direct the investment of your account balances is intended to satisfy the requirements of Section 404(c) of ERISA relating to control over plan assets by a participant or beneficiary. The effect of this is two-fold. First, you will not be deemed a “fiduciary” because of your exercise of investment discretion. Second, no person who otherwise is a fiduciary, such as the Bank, the 401(k) Plan Administrator, or the 401(k) Plan’s trustee is liable under the fiduciary responsibility provision of ERISA for any loss which results from your exercise of control over the assets in your 401(k) Plan account.

Because you will be entitled to invest up to 50% of your account balance in the 401(k) Plan in 1895 Bancorp of Wisconsin, Inc. common stock, the regulations under Section 404(c) of ERISA require that the 401(k) Plan establish procedures that ensure the confidentiality of your decision to purchase, hold, or sell employer securities, except to the extent that disclosure of such information is necessary to comply with federal or state laws not preempted by ERISA. These regulations also require that your exercise of voting and similar rights with respect to the common stock be conducted in a way that ensures the confidentiality of your exercise of these rights.

Securities and Exchange Commission Reporting and Short-Swing Profit Liability

Section 16 of the Securities Exchange Act of 1934, as amended, imposes reporting and liability requirements on (i) officers, (ii) directors, and (iii) persons beneficially owning more than 10% of public companies such as 1895 Bancorp of Wisconsin, Inc. Section 16(a) of the Securities Exchange Act of 1934 requires the filing of reports of beneficial ownership. Within 10 days of becoming an officer, director or person beneficially owning more than 10% of the shares of 1895 Bancorp of Wisconsin, Inc. the individual must fill out a Form 3 reporting initial beneficial ownership and file it with the Securities and Exchange Commission. Changes in beneficial ownership, such as purchases, sales and gifts generally must be reported periodically, either on a Form 4 within two business days after the change occurs, or annually on a Form 5 within 45 days after the close of 1895 Bancorp of Wisconsin, Inc.’s fiscal year. Discretionary transactions in and beneficial ownership of the common stock through the 1895 Bancorp Stock Fund of the 401(k) Plan by officers, directors and persons beneficially owning more than 10% of the common stock of 1895 Bancorp of Wisconsin, Inc. generally must be reported to the Securities and Exchange Commission by such individuals.

In addition to the reporting requirements described above, Section 16(b) of the Securities Exchange Act of 1934, as amended, provides for the recovery by 1895 Bancorp of Wisconsin, Inc. of profits realized by an officer, director or any person beneficially owning more than 10% of 1895 Bancorp of Wisconsin, Inc.’s common stock resulting from non-exempt purchases and sales of 1895 Bancorp of Wisconsin, Inc. common stock within any six-month period.

The Securities and Exchange Commission has adopted rules that provide exemptions from the profit recovery provisions of Section 16(b) for all transactions in employer securities within an employee benefit plan, provided certain requirements are met. These requirements generally involve restrictions upon the timing of elections to acquire or dispose of employer securities for the accounts of Section 16(b) persons.

Except for distributions of common stock due to death, disability, retirement, termination of employment or under a qualified domestic relations order, persons affected by Section 16(b) are required to hold shares of common stock distributed from the 401(k) Plan for six months following such distribution and are prohibited from directing additional purchases within the 1895 Bancorp Stock Fund for six months after receiving such a distribution.

Financial Information Regarding 401(k) Plan Assets

Financial information representing the assets available for plan benefits at December 31, 2017, is available upon written request to the 401(k) Plan Administrator.

LEGAL OPINION

The validity of the issuance of the common stock has been passed upon by Luse Gorman, PC, Washington, D.C., which firm acted as special counsel to 1895 Bancorp of Wisconsin, Inc. in connection with 1895 Bancorp of Wisconsin, Inc.’s stock offering.

 

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1895 Bancorp of Wisconsin, Inc.

(Proposed Holding Company for PyraMax Bank, FSB)

Up to 2,783,000 Shares of Common Stock

(Subject to increase to up to 3,200,450 shares)

1895 Bancorp of Wisconsin, Inc. is offering up to 2,783,000 shares of its common stock for sale at $10.00 per share on a best efforts basis in connection with the reorganization of PyraMax Bank, FSB into the mutual holding company form of ownership. There is no established market for our common stock. We expect that our common stock will be traded on the Nasdaq Capital Market under the symbol “BCOW” upon conclusion of the offering. We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012.

The shares being offered represent 44.0% of the shares of common stock of 1895 Bancorp of Wisconsin, Inc. that will be outstanding following the offering. After the offering, 55.0% of our outstanding common stock will be owned by 1895 Bancorp of Wisconsin, MHC, our federally chartered mutual holding company, and 1.0% will be contributed to our charitable foundation. These percentages will not be affected by the number of shares we sell in the offering. We must sell a minimum of 2,057,000 shares in order to complete the offering. We may sell up to 3,200,450 shares to reflect demand for the shares or changes in market conditions following the commencement of the offering, without resoliciting subscribers.

We are offering the shares of common stock in a “subscription offering” to eligible depositors of PyraMax Bank, FSB and to our tax-qualified employee benefit plans. Depositors who had accounts with aggregate balances of at least $50 at the close of business on March 15, 2017 will have first priority to purchase shares of common stock of 1895 Bancorp of Wisconsin, Inc. Shares of common stock not purchased in the subscription offering may be offered for sale to the general public in a “community offering.” To the extent any shares offered for sale are not purchased in the subscription or community offerings, they may be sold in a “syndicated community offering” to be managed by Keefe Bruyette & Woods, Inc., a Stifel Company (“KBW”).

The minimum number of shares of common stock you may order is 25 shares. The maximum number of shares of common stock that can be ordered by any person in the offering, or persons exercising subscription rights through a single deposit account, is 10,000 shares ($100,000), and no person together with an associate or group of persons acting in concert may purchase more than 15,000 shares ($150,000).

The offering is scheduled to expire at 1:00 p.m., Central Time, on December 13, 2018. We may extend the expiration date without notice to you, until January 15, 2019, or such later date as the Board of Governors of the Federal Reserve System may approve, which may not be beyond December 21, 2020. Once submitted, orders are irrevocable unless the offering is terminated or extended beyond January 15, 2019, or the number of shares of common stock to be sold is increased to more than 3,200,450 shares or decreased to less than 2,057,000 shares. If the offering is extended beyond January 15, 2019, all subscribers will be notified and given an opportunity to confirm, cancel or change their orders. If you do not respond to this notice, we will promptly return your funds with interest or cancel your deposit account withdrawal authorization. If the number of shares to be sold in the offering is increased to more than 3,200,450 shares or decreased to less than 2,057,000 shares, we will resolicit subscribers, and all funds delivered to us to purchase shares of common stock in the subscription and community offerings will be returned promptly with interest. Funds submitted for the purchase of shares in the offering will be held in a segregated account at PyraMax Bank, FSB and will earn interest at 0.15% until completion or termination of the offering.

KBW will use its best efforts to assist us in selling our common stock, but is not obligated to purchase any of the common stock that is being offered for sale. In addition, our officers, directors and employees may participate in the solicitation of offers to purchase common stock in reliance upon Rule 3a4-1 under the Securities Exchange Act of 1934, as amended. Subscribers will not pay any commissions to purchase shares of common stock in the offering.

OFFERING SUMMARY

Price: $10.00 per share

 

     Minimum      Midpoint      Maximum      Adjusted Maximum  

Number of shares

     2,057,000        2,420,000        2,783,000        3,200,450  

Gross offering proceeds

   $ 20,570,000      $ 24,200,000      $ 27,830,000      $ 32,004,500  

Estimated offering expenses, excluding selling agent fees and expenses

   $ 1,185,000      $ 1,185,000      $ 1,185,000      $ 1,185,000  

Estimated selling agent fees and expenses (1) (2)

   $ 315,000      $ 315,000      $ 315,000      $ 315,000  

Estimated net proceeds (1)

   $ 19,070,000      $ 22,700,000      $ 26,330,000      $ 30,504,500  

Estimated net proceeds per share (1)

   $ 9.27      $ 9.38      $ 9.46      $ 9.53  


Table of Contents

 

(1)

See “The Reorganization and Offering—Plan of Distribution and Marketing Arrangements” for a discussion of KBW’s compensation for this offering and the compensation to be received by KBW and the other broker-dealers who may participate in a syndicated community offering.

(2)

Excludes reimbursable expenses and records agent fees, which are included in estimated offering expenses.

This investment involves a degree of risk, including the possible loss of principal.

Please read the “Risk Factors” beginning on page 17.

These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency. None of the Securities and Exchange Commission, the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation nor any state securities regulator has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

KEEFE BRUYETTE & WOODS, INC.

A Stifel Company

For assistance, please contact the Stock Information Center at 1-(877) 643-8217.

The date of this prospectus is             , 2018.


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LOGO


Table of Contents

TABLE OF CONTENTS

 

SUMMARY

     1  

RISK FACTORS

     17  

SELECTED FINANCIAL AND OTHER DATA

     29  

RECENT DEVELOPMENTS

     32  

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

     37  

HOW WE INTEND TO USE THE PROCEEDS FROM THE OFFERING

     38  

OUR POLICY REGARDING DIVIDENDS

     40  

MARKET FOR THE COMMON STOCK

     40  

HISTORICAL AND PRO FORMA REGULATORY CAPITAL COMPLIANCE

     42  

CAPITALIZATION

     44  

PRO FORMA DATA

     46  

COMPARISON OF VALUATION AND PRO FORMA INFORMATION WITH AND WITHOUT THE CHARITABLE FOUNDATION

     52  

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF PYRAMAX BANK, FSB

     54  

BUSINESS OF 1895 BANCORP OF WISCONSIN, INC.

     68  

BUSINESS OF 1895 BANCORP OF WISCONSIN, MHC

     68  

BUSINESS OF PYRAMAX BANK, FSB

     68  

TAXATION

     92  

REGULATION AND SUPERVISION

     93  

MANAGEMENT

     101  

SUBSCRIPTIONS BY DIRECTORS AND EXECUTIVE OFFICERS

     109  

THE REORGANIZATION AND OFFERING

     110  

1895 BANCORP OF WISCONSIN COMMUNITY FOUNDATION

     127  

RESTRICTIONS ON THE ACQUISITION OF 1895 BANCORP OF WISCONSIN, INC. AND PYRAMAX BANK, FSB

     129  

DESCRIPTION OF CAPITAL STOCK OF 1895 BANCORP OF WISCONSIN, INC.

     131  

TRANSFER AGENT AND REGISTRAR

     133  

LEGAL AND TAX MATTERS

     133  

EXPERTS

     133  

WHERE YOU CAN FIND MORE INFORMATION

     133  

REGISTRATION REQUIREMENTS

     133  

INDEX TO FINANCIAL STATEMENTS OF PYRAMAX BANK, FSB

     134  


Table of Contents

SUMMARY

The following summary provides material information regarding the reorganization, the offering of common stock by 1895 Bancorp of Wisconsin, Inc. and the business of PyraMax Bank, FSB. The summary may not contain all the information that is important to you. For additional information, you should read this entire prospectus carefully, including the financial statements and the notes to the financial statements of PyraMax Bank, FSB. In certain circumstances, where appropriate, the terms “we, “us” and “our” refer collectively to 1895 Bancorp of Wisconsin, MHC, 1895 Bancorp of Wisconsin, Inc. and PyraMax Bank, FSB or to any of those entities, depending on the context.

The Companies

1895 Bancorp of Wisconsin, MHC

Upon completion of the reorganization and the offering, 1895 Bancorp of Wisconsin, MHC will become the federally chartered mutual holding company of 1895 Bancorp of Wisconsin, Inc. and will own 55% of 1895 Bancorp of Wisconsin’s common stock. 1895 Bancorp of Wisconsin, MHC is not currently an operating company and has not engaged in any business to date. 1895 Bancorp of Wisconsin, MHC will be formed upon completion of the reorganization. As a mutual holding company, 1895 Bancorp of Wisconsin, MHC will be a non-stock company that will have as its members all holders of deposit accounts at PyraMax Bank, FSB as of March 15, 2017. As a mutual holding company, 1895 Bancorp of Wisconsin, MHC is required by law to own a majority of the voting stock of 1895 Bancorp of Wisconsin, Inc.

1895 Bancorp of Wisconsin, Inc.

1895 Bancorp of Wisconsin, Inc. will be chartered under federal law and will own 100% of the issued and outstanding common stock of PyraMax Bank, FSB following the reorganization and offering. This offering is being made by 1895 Bancorp of Wisconsin, Inc. 1895 Bancorp of Wisconsin, Inc. is not currently an operating company and will be formed upon completion of the reorganization. Our corporate office will be located at 7001 West Edgerton Avenue, Greenfield, Wisconsin 53220, and our telephone number will be (414) 421-8200.

Upon completion of the offering, 1895 Bancorp of Wisconsin, MHC will own 55% and public stockholders will own 45% of 1895 Bancorp of Wisconsin, Inc.’s common stock and will not be able to exercise voting control over most matters put to a vote of stockholders. In addition, as a “controlled company” under the meaning of the Nasdaq corporate governance rules following the offering, 1895 Bancorp of Wisconsin, Inc. will be exempt from certain corporate governance requirements, including the requirement that a majority of our board of directors be independent under Nasdaq listing standards, and that executive compensation and director nominations be overseen by independent directors. However, at the present time, a majority of our directors would be considered independent under the applicable Nasdaq corporate governance listing standards.

PyraMax Bank, FSB

PyraMax Bank, FSB is a federally chartered mutual savings bank headquartered in Greenfield, Wisconsin. PyraMax Bank, FSB was established in 1895 as South Milwaukee Savings and Loan Association and has operated continuously in the Milwaukee metropolitan area since that time. In 1993, the bank changed its name to South Milwaukee Savings Bank, S.A. In May 2000, a merger between South Milwaukee Savings Bank and Mitchell Savings Bank officially formed PyraMax Bank, SSB. The bank changed to a federal savings bank charter in 2003, changing its name to PyraMax Bank, FSB.

From our founding in 1895, we operated as a traditional thrift institution, offering primarily residential mortgage loans and savings accounts, supplemented with multi-family and commercial real estate loans. In 2007, Richard Hurd was promoted to President and Chief Executive Officer of PyraMax Bank, FSB. Mr. Hurd began shifting PyraMax Bank, FSB’s focus to include more business-oriented products and services. In 2010, PyraMax Bank, FSB hired Charles Mauer as its Chief Credit Officer, continuing our increased focus on business-oriented lending.

Commercial real estate growth has been the primary source of recent loan growth, and commercial business loan originations have also been emphasized.

We conduct our operations from our six full-service banking offices in Milwaukee County, our two full-service banking offices in Waukesha County and our full-service banking office in Ozaukee County Wisconsin. We have entered into an agreement to sell our branch located at 1605 West Mitchell Street, Milwaukee, Wisconsin, and anticipate completing that branch sale in the first quarter of 2019, pending regulatory approval. We consider our primary lending market area to be Milwaukee, Waukesha and Ozaukee Counties, however, we occasionally make loans secured by properties located outside of our primary lending market, usually to borrowers with whom we have an existing relationship and who have a presence within our primary market.



 

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At June 30, 2018, we had total assets of $482.6 million, total deposits of $404.6 million and total equity of $37.7 million. We had a net loss of $323,000 for the six months ended June 30, 2018 and a net income of $1.7 million for the year ended December 31, 2017. While our net interest income has remained steady during the last several years, we have had a series of non-recurring non-interest expenses that have negatively impacted our net income during these periods. For the six months ended June 30, 2018, non-interest expense included $295,000 of expenses associated with the pending sale of a branch office and a $400,000 expense relating to a large claim for non-covered procedures under our self-insured healthcare coverage program. For the year ended December 31, 2017, non-interest expense included a non-recurring $1.1 million valuation allowance recorded to write down the value of a branch office property owned by PyraMax Bank, FSB and $880,000 of conversion costs related to a core data processing systems conversion. For the year ended December 31, 2015, non-interest expense included a non-recurring $684,000 prepayment penalty related to the prepayment of $16.0 million of Federal Home Loan Bank advances. For the year ended December 31, 2014, non-interest expense included a non-recurring $3.1 million prepayment penalty related to the prepayment of $25.0 million of Federal Home Loan Bank advances and a non-recurring loss on the sale of a building of $349,000.

Our business consists primarily of taking deposits from the general public and investing those deposits, together with funds generated from operations, in one- to four-family residential real estate loans, multi-family loans, commercial real estate loans, commercial, construction and land loans, and consumer loans.

PyraMax Bank, FSB is subject to comprehensive regulation and examination by its primary federal regulator, the Office of the Comptroller of the Currency.

PyraMax Bank, FSB’s corporate office is located at 7001 West Edgerton Avenue, Greenfield, Wisconsin 53220, and our telephone number at this address is (414) 421-8200. Our website address is www.pyramaxbank.com. Information on our website is not and should not be considered a part of this prospectus.

Our Reorganization into a Mutual Holding Company and the Offering

We do not have stockholders in our current mutual form of ownership. Our depositors currently have the right to vote on certain matters pertaining to PyraMax Bank, FSB, such as the election of directors and the proposed mutual holding company reorganization described in this prospectus. The mutual holding company reorganization is a series of transactions by which we will reorganize our corporate structure from our current status as a mutual savings bank to the mutual holding company form of ownership. The reorganization will be conducted pursuant to a plan of reorganization and stock issuance plan, which we refer to as the plan of reorganization. Following the reorganization, PyraMax Bank, FSB will become a federal stock savings bank subsidiary of 1895 Bancorp of Wisconsin, Inc., and 1895 Bancorp of Wisconsin, Inc. will be a majority-owned subsidiary of 1895 Bancorp of Wisconsin, MHC. After the reorganization, our depositors will become members of 1895 Bancorp of Wisconsin, MHC, and will continue to have the same voting rights in 1895 Bancorp of Wisconsin, MHC as they had in PyraMax Bank, FSB prior to the reorganization.

In connection with the reorganization, we are offering shares of common stock of 1895 Bancorp of Wisconsin, Inc. for sale in the offering. All investors will pay the same price per share in the offering. The $10.00 per share price was selected primarily because it is the price most commonly used in mutual holding company reorganizations and stock offerings. See “—Terms of the Offering.”

The primary reasons for our decision to reorganize into a mutual holding company and conduct the offering are to establish an organizational structure that will enable us to:

 

   

increase our capital to support future growth and profitability, although we currently have capital well in excess of all applicable regulatory requirements;

 

   

compete more effectively in the financial services marketplace;

 

   

offer our customers, employees, management and directors an equity ownership interest in 1895 Bancorp of Wisconsin, Inc., our proposed stock holding company, and thereby an economic interest in our future success;

 

   

attract and retain qualified personnel by establishing stock-based benefit plans; and

 

   

increase our flexibility to structure and finance the expansion of our operations, including potential acquisitions of other financial institutions or branches thereof, or establishing de novo branches, although we have no current acquisitions or new branches planned.

The reorganization and the capital raised in the offering are expected to provide us with additional capital to support new loans and higher lending limits, support the growth of our banking franchise, provide an additional cushion against unforeseen risks and expand our asset and deposit base. The reorganization and offering also will allow us to establish stock benefit plans for management and other employees that we believe will permit us to attract and retain qualified personnel.



 

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Unlike a standard mutual-to-stock conversion transaction in which all of the common stock of the holding company of the converting savings bank is sold to the public, only a minority of the stock is sold to the public in a mutual holding company reorganization. In a mutual holding company structure, federal law and regulations require that a majority of the outstanding common stock of 1895 Bancorp of Wisconsin, Inc. must be held by our mutual holding company. Consequently, the shares that we are permitted to sell in the offering represent a minority of the shares of 1895 Bancorp of Wisconsin, Inc. that will be outstanding upon the closing of the reorganization. As a result, a mutual holding company offering raises less than half the capital that would be raised in a standard conversion offering. Based on these restrictions and an evaluation of our capital needs, our board of directors has decided that 44% of our outstanding shares of common stock will be offered for sale in the offering, 1.0% of our outstanding shares will be contributed to the charitable foundation, and 55% of our outstanding shares will be retained by 1895 Bancorp of Wisconsin, MHC. Our board of directors has determined that offering 44% of our outstanding shares of common stock for sale in the offering will enable management to effectively invest the capital raised in the offering. See “—Possible Conversion of 1895 Bancorp of Wisconsin, MHC to Stock Form.”

The following chart shows our corporate structure following the reorganization and offering:

 

LOGO

Business Strategy

Our current business strategy consists of the following:

 

   

Grow our balance sheet and improve profitability. Given our attractive market area, we believe we are well-positioned to increase the size of our balance sheet without a proportional increase in overhead expense or operating risk. Accordingly, we intend to increase, on a managed basis, our assets and liabilities, particularly loans and deposits. As we grow our assets, particularly higher-yielding commercial loans, while controlling our expenses, we anticipate improving our earnings.

 

   

Grow our loan portfolio prudently with a focus on diversifying the portfolio, particularly in commercial real estate and commercial lending. Our principal business activity historically has been the origination of residential mortgage loans, supplemented with commercial real estate loans (which includes non-owner occupied commercial real estate, multi-family, owner occupied commercial real estate and one- to four-family non-owner occupied loans). We intend to retain our presence as a mortgage lender in our market area and increase our focus on originating commercial real estate and commercial loans (which includes commercial and industrial loans). The capital we are raising in the offering will support an increase in our lending limits, which will enable us to originate larger loans to new and existing customers.

Increasing our commercial real estate loans and commercial business loans involves risk, as described in “Risk Factors—Risks Related to Our Business—We have a substantial amount of commercial real estate and commercial loans, and intend to continue to increase originations of these types of loans. These loans involve credit risks that could adversely affect our financial condition and results of operations” and “—Our portfolio of loans with a higher risk of loss is increasing, which may lead to additional provisions for loan losses or charge-offs, which would reduce our profits or cause losses.”



 

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Continue to increase core deposits, with an emphasis on low cost demand deposits. We seek core deposits to provide a stable source of funds to support loan growth at costs consistent with improving our net interest rate spread and margin. Core deposits also help us maintain loan-to-deposit ratios at levels consistent with regulatory expectations. We consider our core deposits to include checking accounts, money market accounts and statement savings. In particular, our Treasury Management unit focuses on generating and retaining business deposits, which assists in generating fee income. Core deposits have increased to $205.8 million at June 30, 2018, from $188.9 million at December 31, 2015.

 

   

Manage credit risk to maintain a low level of non-performing assets. We believe strong asset quality is a key to our long-term financial success. Our strategy for credit risk management focuses on having an experienced team of credit professionals, well-defined policies and procedures, appropriate loan underwriting criteria and active credit monitoring. In recent years we have conducted an extensive review of, and have enhanced, our credit, underwriting and loan processing policies and procedures. Our nonperforming assets to total assets ratio was 0.38% at June 30, 2018, compared to 0.40% at December 31, 2017 and 0.67% at December 31, 2016. At June 30, 2018, the majority of our nonperforming assets were related to residential real estate.

 

   

Grow organically and through opportunistic bank or branch acquisitions or de novo branching. In addition to organic growth, we will also consider acquisition opportunities that we believe would enhance the value of our franchise and yield potential financial benefits for our stockholders. Although we believe opportunities exist to increase our market share in our historical markets, we expect to continue to expand into nearby markets in Wisconsin. We will consider expanding our branch network by establishing new (“de novo”) branches and/or through acquisitions, although we have no current acquisitions or new branches planned. The capital we are raising in the offering will also provide us the opportunity to make acquisitions of other financial institutions or branches thereof, and will help fund improvements in our operating facilities, credit reporting and customer delivery services in order to enhance our competitiveness.

 

   

Continue to provide value to our community. Our goal is to provide long-term value to our customers, employees and the communities we serve by executing a safe and sound service-oriented business strategy that produces increasing earnings. We believe there is a significant opportunity for a community-focused bank to provide a full range of financial services to commercial and retail customers in our market area, and the increased capital we will have after the completion of the offering will enable us to compete more effectively with other financial institutions.

A full description of our products and services can be found under “Business of PyraMax Bank, FSB.”

Terms of the Offering

We are offering between 2,057,000 and 2,783,000 shares of common stock of 1895 Bancorp of Wisconsin, Inc. to eligible depositors, our tax-qualified employee benefit plans and to the public to the extent shares remain available. The amount of capital we are raising in the offering is based on an appraisal of the pro forma market value of 1895 Bancorp of Wisconsin, Inc. We may increase the maximum number of shares that we sell in the offering by up to 15%, to 3,200,450 shares, as a result of demand for the shares of common stock in the offering or changes in market conditions, including those for financial institutions stocks. Subscription priorities have been established for the allocation of common stock to the extent the subscription offering is oversubscribed. See “The Reorganization and Offering—Offering of Common Stock—Subscription Rights” for a description of allocation procedures in the event of an oversubscription.

Unless the pro forma market value of 1895 Bancorp of Wisconsin, Inc. decreases below $46.8 million or increases above $72.7 million, or the offering is extended beyond January 15, 2019, you will not have the opportunity to change or cancel your stock order. The offering price of the shares of common stock is $10.00 per share. All investors will pay the same $10.00 purchase price per share. Investors will not be charged a commission to purchase shares of common stock. KBW, our financial advisor in connection with the reorganization and offering, will use its best efforts to assist us in selling our shares of common stock, but KBW is not obligated to purchase any shares in the offering.

Persons Who May Order Stock in the Offering

We are offering the shares of common stock of 1895 Bancorp of Wisconsin, Inc. in a “subscription offering” in the following descending order of priority:

 

  (1)

depositors who had accounts at PyraMax Bank, FSB with aggregate balances of at least $50 at the close of business on March 15, 2017;

 

  (2)

the tax-qualified employee benefit plans of PyraMax Bank, FSB (including our employee stock ownership plan and 401(k) Plan);

 

  (3)

depositors who had accounts at PyraMax Bank, FSB with aggregate balances of at least $50 at the close of business on September 30, 2018; and

 

  (4)

depositors of PyraMax Bank, FSB at the close of business on November 1, 2018.



 

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Any shares of our common stock that remain unsold in the subscription offering will be offered for sale in a community offering that may commence concurrently with, during or promptly after the subscription offering. The community offering must be completed by January 15, 2019, unless extended with Federal Reserve Board approval. Natural persons (including trusts of natural persons) residing in the Wisconsin Counties of Milwaukee, Waukesha and Ozaukee will have a purchase preference in any community offering. Shares also may be offered to the general public. We also may offer shares of common stock not purchased in the subscription offering or the community offering through a syndicate of brokers, in what is referred to as a “syndicated community offering,” managed by KBW. We have the right to accept or reject, in our sole discretion, any orders received in the community offering or the syndicated community offering.

To ensure proper allocation of stock, each eligible account holder must list on his or her stock order form all deposit accounts in which he or she had an ownership interest at March 15, 2017, September 30, 2018 or November 1, 2018, as applicable. Failure to list an account or providing incorrect information could result in the loss of all or part of a subscriber’s stock allocation. We will attempt to identify your ownership in all accounts, but cannot guarantee we will identify all accounts in which you had an ownership interest. Our interpretations of the terms and conditions of the stock issuance plan and of the acceptability of the order forms will be final.

If we receive orders for more shares than we are offering, we may not be able to fully or partially fill your order. Shares of common stock will be allocated first to categories in the subscription offering in accordance with our plan of reorganization. A detailed description of share allocation procedures can be found in the section entitled “The Reorganization and Offering—Offering of Common Stock.”

Risks Associated with Ownership of Our Common Stock

Our business and this offering are subject to a number of substantial risks and uncertainties, which you should be aware of before making a decision to invest in our common stock. These risks are discussed more fully in the section entitled “Risk Factors.” Significant risk factors include, but are not limited to, the following:

 

   

Credit risk, including risks related to our commercial real estate and commercial loan portfolios;

 

   

Liquidity and funding risks;

 

   

Interest rate risk;

 

   

High operating expenses;

 

   

Operational risk, including risks related to cyber security;

 

   

Legal, accounting and compliance risks, including risks related to the extensive regulatory scheme under which we operate, changes in regulations, and the obligations associated with becoming a public company;

 

   

Fluctuation in the price of our common stock;

 

   

Illiquidity in the trading of our common stock; and

 

   

The inability of public stockholders to exercise voting control due to 1895 Bancorp of Wisconsin, MHC’s ownership of a majority of our common stock.

How We Determined the Offering Range and the $10.00 Price Per Share

Our decision to offer between 2,057,000 shares and 2,783,000 shares, which is our offering range, is based on an independent appraisal of our pro forma market value prepared by Keller & Company, Inc. (“Keller & Company”), a firm experienced in appraisals of financial institutions. Keller & Company is of the opinion that as of September 5, 2018, and assuming we sell a minority of our shares in the offering, the estimated pro forma market value of the common stock of 1895 Bancorp of Wisconsin, Inc. was $55.0 million. Based on applicable regulations, this market value forms the midpoint of a valuation range with a minimum of $46.8 million and a maximum of $63.3 million.

Our board of directors determined that the common stock should be sold at $10.00 per share and that 44% of the outstanding shares of 1895 Bancorp of Wisconsin, Inc. common stock should be offered for sale in the offering, 1% of the outstanding shares should be contributed to the charitable foundation, and 55% of the outstanding shares should be held by 1895 Bancorp of Wisconsin,



 

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MHC. Therefore, based on the valuation range, the number of shares of 1895 Bancorp of Wisconsin, Inc. common stock that will be sold in the offering will range from 2,057,000 shares to 2,783,000 shares. If demand for the shares or market conditions warrant, our appraised value can be increased by up to 15%, which would result in an appraised value of $72.7 million and an offering of 3,200,450 shares of common stock.

The appraisal is based in part on our financial condition and results of operations, the pro forma effect of the additional capital raised by the sale of shares of common stock in the offering, and an analysis of a peer group of 10 publicly traded savings and loan holding companies that Keller & Company considers comparable to 1895 Bancorp of Wisconsin, Inc. on a pro forma basis. See “The Reorganization and Offering – How We Determined the Stock Pricing and the Number of Shares to be Issued.” The appraisal peer group consists of the following companies, all of which are traded on the Nasdaq Stock Market. Total assets are as of June 30, 2018.

 

Company Name

   Ticker
Symbol
   Headquarters    Total Assets  
               (Dollars in thousands)  

Community First Bancshares, Inc.

   CFBI    Covington, GA    $ 292,476  

Eagle Financial Bancorp, Inc.

   EFBI    Cincinnati, OH      132,160  

Elmira Savings Bank

   ESBK    Elmira, NY      553,389  

Equitable Financial Corp.

   EQFN    Grand Island, NE      305,633  

FSB Bancorp, Inc.

   FSBC    Fairport, NY      312,853  

Hamilton Bancorp, Inc.

   HBK    Towson, MD      526,310  

HMN Financial, Inc.

   HMNF    Rochester, MN      722,080  

IF Bancorp, Inc.

   IROQ    Watseka, IL      619,310  

Prudential Bancorp, Inc.

   PBIP    Philadelphia, PA      944,329  

Severn Bancorp, Inc.

   SVBI    Annapolis, MD      801,183  

The independent appraisal will be updated before we complete the reorganization and offering. If the pro forma market value of the common stock at that time is either below $46.8 million or above $72.7 million, then 1895 Bancorp of Wisconsin, Inc., after consulting with the Federal Reserve Board, may terminate the plan of reorganization and return all funds promptly with interest; extend or hold a new subscription or community offering, or both; establish a new offering range and commence a resolicitation of subscribers; or take such other actions as may be permitted by the Federal Reserve Board and the Securities and Exchange Commission. If we resolicit subscribers in this instance, then all funds delivered to us to purchase shares of common stock in the subscription and community offerings will be returned promptly with interest.

Two measures investors use to analyze an issuer’s stock are the ratio of the offering price to the issuer’s tangible book value and the ratio of the offering price to the issuer’s annual net income. Keller & Company considered these ratios, among other factors, in preparing its independent appraisal. Tangible book value is the same as total equity less any intangible assets, and represents the difference between the issuer’s assets and liabilities.

The following table presents a summary of selected pricing ratios for the peer group companies and for us on a non-fully converted basis (i.e. the table assumes that 45% of our outstanding shares of common stock is sold in the offering, including shares contributed to the charitable foundation, as opposed to 100% of our outstanding shares of common stock). These figures are from the Keller & Company appraisal report. Compared to the average pricing ratios of the peer group, and based upon the information in the following table, our pro forma pricing ratios at the midpoint of the offering range indicated no premium or discount based on a not meaningful price-to-earnings multiple on a non-fully converted price-to-earnings basis and a discount of 14.60% on a non-fully converted price-to-tangible-book value basis.

 

     Non-Fully Converted
Pro Forma
Price-to-Earnings Multiple (1)
    Non-Fully Converted
Pro Forma
Price-to-Tangible Book
Value Ratio (1)
 

1895 Bancorp of Wisconsin, Inc.

    

Adjusted Maximum

     n/m       117.10

Maximum

     n/m       108.11  

Midpoint

     n/m       99.40  

Minimum

     n/m       89.61  

Valuation of peer group companies as of September 5, 2018

    

Averages

     37.56     116.40

Medians

     31.53       114.70  

 

 

n/m

Not meaningful

(1)

Information is based upon actual earnings for the 12 months ended June 30, 2018. These ratios are different from the ratios in “Pro Forma Data.”



 

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The following table presents a summary of selected pricing ratios for the peer group companies, as of and for the same periods reflected in the above table, with such ratios adjusted to their fully converted equivalent basis, and the resulting pricing ratios for 1895 Bancorp of Wisconsin, Inc. on a fully converted equivalent basis. Compared to the average fully converted pricing ratios of the peer group, 1895 Bancorp of Wisconsin, Inc.’s pro forma fully converted pricing ratios at the midpoint of the offering range indicated no premium or discount based on a not meaningful price-to-earnings multiple on a fully converted price-to-earnings basis and a discount of 44.96% on a fully converted price-to-tangible-book value basis.

 

     Fully Converted
Pro Forma
Price-to-Earnings Multiple(1)
    Fully Converted
Pro Forma
Price-to-Book
Value Ratio
 

1895 Bancorp of Wisconsin, Inc.

    

Adjusted Maximum

     n/m       73.07

Maximum

     n/m       69.30  

Midpoint

     n/m       65.42  

Minimum

     n/m       60.81  

Valuation of peer group companies as of September 5, 2018

    

Averages

     37.56     108.65

Medians

     31.53       110.18  

 

 

n/m

Not meaningful

(1)

Information is based upon actual earnings for the 12 months ended June 30, 2018. These ratios are different from the ratios in “Pro Forma Data.”

The pro forma fully converted calculations for 1895 Bancorp of Wisconsin, Inc. include the following assumptions:

 

   

8% of the shares sold in a full conversion offering would be purchased by an employee stock ownership plan, with the expense to be amortized over 25 years;

 

   

4% of the shares sold in a full conversion offering would be purchased by a stock-based benefit plan, with the expense to be amortized over five years;

 

   

Options equal to 10% of the shares sold in a full conversion offering would be granted under a stock-based benefit plan, with option expense of $3.00 per option, and with the expense to be amortized over five years; and

 

   

offering expenses would equal 6.20% of the offering amount at the midpoint of the offering range.

The independent appraisal does not indicate market value. Do not assume or expect that 1895 Bancorp of Wisconsin, Inc.’s valuation as indicated above means that the common stock will trade at or above the $10.00 purchase price after the reorganization and offering. Furthermore, the pricing ratios presented in the appraisal were used by Keller & Company to estimate our pro forma appraised value for regulatory purposes and not to compare the relative value of shares of our common stock with the value of the capital stock of the peer group. The value of the capital stock of a particular company may be affected by a number of factors such as financial performance, asset size and market location.

For a more complete discussion of the amount of common stock we are offering for sale and the independent appraisal, see “The Reorganization and Offering - How We Determined the Stock Pricing and the Number of Shares to be Issued.”

How We Intend to Use the Proceeds from the Offering

We intend to invest at least 50% of the net proceeds from the offering in PyraMax Bank, FSB, fund the loan to our employee stock ownership plan to finance its purchase of shares of common stock in the offering, contribute $100,000 to the charitable foundation, contribute $100,000 to 1895 Bancorp of Wisconsin, MHC as its initial capitalization, and retain the remainder of the net proceeds from the offering at 1895 Bancorp of Wisconsin, Inc. Therefore, assuming we sell 2,783,000 shares of common stock at the maximum of the offering range, and we have net proceeds of $26.3 million, we intend to invest $13.2 million in PyraMax Bank, FSB, loan $2.5 million to our employee stock ownership plan to fund its purchase of an amount of the common stock equal to up to 3.92% of our outstanding shares (including shares issued to 1895 Bancorp of Wisconsin, MHC and the charitable foundation), contribute $100,000 to 1895 Bancorp of Wisconsin, MHC, contribute $100,000 to the charitable foundation and retain the remaining $10.6 million of the net proceeds at 1895 Bancorp of Wisconsin, Inc.



 

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1895 Bancorp of Wisconsin, Inc. expects to initially invest the net proceeds of the offering in securities issued by the U.S. government and its agencies or government sponsored enterprises, and as otherwise permitted under our investment policy. 1895 Bancorp of Wisconsin, Inc. may use a portion of the net proceeds to repurchase shares of our common stock in the future, although we are generally not permitted to do so during the first year following our reorganization, and may use a portion of the net proceeds to finance the possible acquisition of other financial institutions or other financial service businesses. We may also use the net proceeds for other general corporate purposes. PyraMax Bank, FSB generally intends to use the proceeds it receives to originate loans. It may also purchase securities as permitted under our investment policy, expand its banking franchise organically through de novo branching, or expand through acquisitions of other financial institutions, branch offices, or other financial service businesses. PyraMax Bank, FSB may also use the proceeds it receives to support new loan, deposit or other financial products and services, and for general corporate purposes.

Neither PyraMax Bank, FSB nor 1895 Bancorp of Wisconsin, Inc. has any plans or agreements for any specific acquisition transactions at this time. See “How We Intend to Use the Proceeds from the Offering.”

Limits on the Amount of Common Stock You May Purchase

The minimum purchase is 25 shares of common stock. Generally, no individual, or individuals through a single account held jointly, may purchase more than $100,000 of common stock. If any of the following persons purchase shares of common stock, their purchases when combined with your purchases cannot exceed $150,000 of common stock:

 

   

Any person who is related by blood or marriage to you and who either lives in your home or who is a director or officer of PyraMax Bank, FSB;

 

   

Companies or other entities in which you are an officer or partner or have a 10% or greater beneficial ownership interest;

 

   

Trusts or other estates in which you have a substantial beneficial interest or as to which you serve as a trustee or in another fiduciary capacity; and

 

   

Any other persons who may be your associates or persons acting in concert with you.

Persons having the same address and persons exercising subscription rights through qualifying accounts registered to the same address will be subject to this overall purchase limitation. We have the right to determine, in our sole discretion, whether prospective purchasers are associates or acting in concert.

We may, in our sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase the maximum purchase limitation to 9.9% of the number of shares sold in the offering, provided that the total number of shares purchased by persons, their associates and those persons with whom they are acting in concert, to the extent such purchases exceed 5% of the shares sold in the offering, shall not exceed, in the aggregate, 10% of the total number of the shares sold in the offering.

Subject to regulatory approval, we may increase or decrease the purchase limitations in the offering at any time. A detailed discussion of the limitations on purchases of common stock by an individual and persons acting in concert is set forth under the caption “The Reorganization and Offering—Offering of Common Stock—Limitations on Purchase of Shares.”

We expect that the employee stock ownership plan will purchase 3.92% of our outstanding shares (including shares issued to 1895 Bancorp of Wisconsin, MHC and shares contributed to the charitable foundation). Subject to the approval of the Federal Reserve Board, the employee stock ownership plan may purchase some or all of these shares in the open market following the completion of the offering. Our employee stock ownership plan purchases will range from 183,300 shares to 285,100 shares of common stock, respectively, at the minimum and adjusted maximum of the offering range.

How You May Purchase Shares of Common Stock in the Subscription and Community Offering

In the subscription offering and the community offering you may pay for your shares only by:

 

   

personal check, bank check or money order payable to 1895 Bancorp of Wisconsin, Inc. (cash and third-party checks will not be accepted); or

 

   

authorizing us to withdraw available funds (without any early withdrawal penalty) from the types of deposit account(s) maintained with PyraMax Bank, FSB designated on the stock order form.



 

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PyraMax Bank, FSB is not permitted to knowingly lend funds for the purpose of purchasing shares of common stock in the offering. You may not pay by wire transfer, use a check drawn on a PyraMax Bank, FSB line of credit, or use a third-party check to pay for shares of common stock. Please do not submit cash.

You can subscribe for shares of common stock in the offering by delivering a signed and completed original stock order form, together with full payment, before the expiration date of the subscription offering. You may submit your stock order form in one of three ways: by mail, using the reply envelope provided; by overnight courier to the address indicated on the stock order form; or by bringing your stock order form and payment to PyraMax Bank, FSB’s corporate office located at 7001 W. Edgerton Avenue, Greenfield, Wisconsin. Please do not mail stock order forms to PyraMax Bank, FSB. Once submitted, your order is irrevocable. We do not intend to accept incomplete stock order forms, unsigned stock order forms, or copies or facsimiles of stock order forms. For orders paid for by check or money order, the funds must be available in the account. Funds received prior to the completion of the offering will be held in a segregated account at PyraMax Bank, FSB. Subscription funds will earn interest at 0.15%. If the offering is terminated, we will promptly return your subscription funds with interest.

Withdrawals from certificate of deposit accounts at PyraMax Bank, FSB for the purpose of purchasing common stock in the offering may be made without incurring an early withdrawal penalty. All funds authorized for withdrawal from deposit accounts with PyraMax Bank, FSB must be in the deposit accounts at the time the stock order form is received; no credit to purchase shares will be given for future interest to be earned on the funds in your deposit account or submitted for payment for the shares. However, funds will not be withdrawn from the accounts until the offering is completed and will continue to earn interest at the applicable deposit account rate until the completion of the offering. A hold will be placed on those funds when your stock order is received, making the designated funds unavailable to you. If a withdrawal results in a certificate of deposit account with a balance less than the applicable minimum balance requirement, the certificate of deposit will be canceled at the time of withdrawal without penalty, and the remaining balance will earn interest at 0.15% thereafter, until such funds are withdrawn. After we receive an order, the order cannot be revoked or changed.

By signing the stock order form, you are acknowledging receipt of this prospectus and that the shares of our common stock are not deposits or savings accounts that are federally insured or otherwise guaranteed by PyraMax Bank, FSB, the Federal Deposit Insurance Corporation (“FDIC”) or any other governmental agency.

Using Retirement Account Funds to Purchase Shares of Common Stock in the Subscription and Community Offerings

You may be able to subscribe for shares of common stock using funds in your IRA, or other retirement account. If you wish to use some or all of the funds in your IRA or other retirement account held at PyraMax Bank, FSB, the applicable funds must be transferred to a self-directed account maintained by an independent custodian or trustee, such as a brokerage firm, before you place your stock order. If you do not have such an account, you will need to establish one. A one-time and/or annual administrative fee may be payable to the independent custodian or trustee. Because individual circumstances differ and the processing of retirement fund orders takes additional time, we recommend that you contact our Stock Information Center promptly, preferably at least two weeks before the December 13, 2018 offering deadline, for assistance with purchases using funds in your IRA or other retirement account held at PyraMax Bank, FSB or elsewhere. Whether you may use such funds for the purchase of shares in the offering may depend on timing constraints and, possibly, limitations imposed by the institution where the funds are held.

For a complete description of how to use IRA funds to purchase shares in the offering, see “The Reorganization and Offering—Procedure for Purchasing Shares—Using Retirement Account Funds.”

You May Not Sell or Transfer Your Subscription Rights

Applicable regulations prohibit you from selling, giving, or otherwise transferring your subscription rights. If you order shares of common stock in the subscription offering, you will be required to state that you are purchasing the shares of common stock for yourself and that you have no agreement or understanding to sell or transfer your subscription rights. We intend to take legal action, including reporting persons to federal or state regulatory agencies, against anyone who we believe has sold or given away his or her subscription rights. We will not accept your order if we have reason to believe that you have sold or transferred your subscription rights. On the stock order form, you cannot add the name(s) of person who do not have subscription rights or who qualify only in a lower purchase priority than you do. Doing so may jeopardize your subscription rights. In addition, the stock order form requires that you list all deposit accounts, giving all names on each account and the account number at the applicable eligibility record date. Your failure to provide this information, or providing incomplete or incorrect information, may result in a loss of part or all of your share allocation, if there is an oversubscription. Eligible depositors who enter into agreements to allow ineligible investors to participate in the subscription offering may be violating federal and state law and may be subject to civil enforcement actions or criminal prosecution.



 

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Deadline for Orders of Common Stock

The deadline for submitting orders to purchase shares of the common stock in the subscription and community offerings is 1:00 p.m., Central Time, on December 13, 2018, unless we extend this deadline. If you wish to purchase shares of common stock, your properly completed and signed original stock order form, together with full payment for the shares, must be received (not postmarked) by this time. Orders received after 1:00 p.m., Central Time, on December 13, 2018 will be rejected unless the offering is extended.

Although we will make reasonable attempts to provide a prospectus and offering materials to holders of subscription rights, the subscription offering and all subscription rights will expire at 1:00 p.m., Central Time, on December 13, 2018, whether or not we have been able to locate each person entitled to subscription rights.

See “The Reorganization and Offering—Procedure for Purchasing Shares—Expiration Date” for a complete description of the deadline for purchasing shares in the offering.

Once Submitted, Your Stock Purchase Order May Not Be Revoked Except Under Certain Circumstances

Funds that you use to purchase shares of our common stock in the offering will be held in a segregated account until the termination or completion of the offering, including any extension of the expiration date. Because completion of the reorganization and offering is subject to the receipt of all required regulatory approvals, including an update of the independent appraisal, among other factors, there may be one or more delays in the completion of the reorganization. Any orders that you submit to purchase shares of our common stock in the offering are irrevocable, and you will not have access to subscription funds unless the offering is terminated, or extended beyond January 15, 2019, or the number of shares to be sold in the offering is increased to more than 3,200,450 shares or decreased to fewer than 2,057,000 shares.

Termination of the Offering

The subscription offering will expire at 1:00 p.m., Central Time, on December 13, 2018. We expect that the community offering, if one is conducted, would expire at the same time. We may extend this expiration date without notice to you until January 15, 2019, or such later date as the applicable regulators may approve. If the subscription offering and/or community offering are extended beyond January 15, 2019, we will be required to resolicit subscriptions before proceeding with the offering. In such event, all subscribers will be afforded the opportunity to confirm, cancel or change their orders. If you choose to cancel your order or you do not respond to the resolicitation notice, your funds will be promptly returned to you with interest and deposit account withdrawal authorizations will be cancelled. All further extensions, in the aggregate, may not last beyond December 21, 2020, which is two years after the special meeting of members of PyraMax Bank, FSB to be held on December 21, 2018 to vote on the plan of reorganization.

Steps We May Take If We Do Not Receive Orders for the Minimum Number of Shares

If we do not receive orders for at least 2,057,000 shares of common stock, we may take several steps in order to sell the minimum number of shares of common stock in the offering range. Specifically, we may (a) increase the purchase limitations, (b) seek regulatory approval to extend the offering beyond the January 15, 2019 expiration date, and/or (c) reduce the valuation and offering range, provided that any such extension or reduction will require us to resolicit subscriptions received in the offering and provide subscribers with the opportunity to increase, decrease or cancel their subscriptions. If the offering is extended beyond January 15, 2019, subscribers will have the right to confirm, cancel or change their orders. If the number of shares to be sold in the offering is increased to more than 3,200,450 shares or decreased to less than 2,057,000 shares, we will resolicit subscribers, and all funds delivered to us to purchase shares of common stock in the subscription and community offerings will be returned promptly with interest.

Market for the Common Stock

We have never issued capital stock and there is no established market for our common stock. We expect that our common stock will be traded on the on the Nasdaq Capital Market under the symbol “BCOW” upon conclusion of the offering. See “Market for the Common Stock.”

Our Dividend Policy

We do not currently intend to pay dividends on our common stock following completion of the offering. In the event that we do determine to pay dividends in the future, the payment and amount of any dividends will depend upon a number of factors, including the following: regulatory capital requirements; our financial condition and results of operations; our other uses of funds for the long-term value of stockholders; tax considerations; the Federal Reserve Board’s current regulations restricting the waiver of dividends by mutual holding companies; statutory and regulatory limitations; and general economic conditions. See “Our Policy Regarding Dividends” in this prospectus for additional information regarding our dividend policy.



 

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Possible Change in the Offering Range

Keller & Company will update its appraisal before we complete the offering. If, as a result of demand for the shares or changes in market conditions, Keller & Company determines that our pro forma market value has increased, we may sell up to 3,200,450 shares in the offering without further notice to you. If our pro forma market value at that time is either below $46.8 million or above $72.7 million, then, after consulting with the Federal Reserve Board, we may:

 

   

terminate the offering, cancel deposit account withdrawal authorizations and promptly return all funds received in the offering with interest at 0.15%;

 

   

set a new offering range; or

 

   

take such other actions as may be permitted by the Federal Reserve Board, the Financial Industry Regulatory Authority (“FINRA”) and the Securities and Exchange Commission.

If we set a new offering range, we will promptly return funds, with interest at 0.15% for funds received in the offering, cancel deposit account withdrawal authorizations and commence a resolicitation. In connection with the resolicitation, we will notify subscribers of their right to place a new stock order for a specified period of time.

Possible Termination of the Offering

We may terminate the offering at any time prior to the special meeting of members of PyraMax Bank, FSB that is being called to vote on the reorganization and offering, and at any time after member approval with applicable regulatory approval. If we terminate the offering, we will promptly return your funds, with interest at 0.15%, and we will cancel deposit account withdrawal authorizations.

Our Officers, Directors and Employees Will Receive Additional Benefits and Compensation After the Reorganization and Offering

In connection with the reorganization, we are establishing an employee stock ownership plan, and, subject to stockholder approval, we intend to implement a stock-based benefits plan that will provide for grants of stock options and restricted stock.

Employee Stock Ownership Plan. The board of directors of PyraMax Bank, FSB has adopted an employee stock ownership plan, which will award shares of our common stock to eligible employees primarily based on their compensation. Our board of directors will, at the completion of the offering, ratify the loan to the employee stock ownership plan and the issuance of the common stock to the employee stock ownership plan. It is expected that our employee stock ownership plan will purchase an amount of shares equal to 3.92% of our outstanding shares (including shares issued to 1895 Bancorp of Wisconsin, MHC and shares contributed to the charitable foundation) from the proceeds of the loan made by 1895 Bancorp of Wisconsin, Inc. to the plan.

Stock-Based Benefit Plan. In addition to shares purchased by the employee stock ownership plan, we intend to adopt a stock-based benefit plan. The plan will be designed to attract and retain qualified personnel in key positions and provide directors, officers and key employees with an ownership interest in 1895 Bancorp of Wisconsin, Inc., which will be an incentive to contribute to our success, and will reward key employees for their performance. The number of options granted and shares of restricted common stock awarded under a stock-based benefit plan may not exceed 4.90% and 1.96%, respectively, of our total outstanding shares, including shares issued to 1895 Bancorp of Wisconsin, MHC, provided that if PyraMax Bank, FSB’s tangible capital at the time of adoption of the stock-based benefit plan is less than 10% of its assets, then the amount of shares of restricted common stock may not exceed 1.47% of our outstanding shares. The number of options granted or shares of restricted common stock awarded under the stock-based benefit plan, when aggregated with any subsequently adopted stock-based benefit plans (exclusive of any shares held by any employee stock ownership plan), may not exceed 25% of the shares of common stock held by persons other than 1895 Bancorp of Wisconsin, MHC. Under applicable regulations, the exercise price of options granted within one year of the completion of the offering must be equal to the then fair market value of the common stock on the date the options are granted.

A stock-based benefit plan will not be established sooner than six months after the offering, and if adopted within one year after the offering, the plan must be approved by a majority of the votes eligible to be cast by our stockholders, as well as a majority of the votes eligible to be cast by our stockholders other than 1895 Bancorp of Wisconsin, MHC. If a stock-based benefit plan is established more than one year after the offering, it must be approved by a majority of votes cast by our stockholders, as well as a majority of votes cast by our stockholders other than 1895 Bancorp of Wisconsin, MHC.



 

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The following additional restrictions would apply to our stock-based benefit plan only if such plan is adopted within one year after the offering:

 

   

non-employee directors in the aggregate may not receive more than 30% of the options and shares of restricted common stock authorized under the plan;

 

   

no non-employee director may receive more than 5% of the options and shares of restricted common stock authorized under the plan;

 

   

no individual may receive more than 25% of the options and shares of restricted common stock authorized under the plan;

 

   

options and shares of restricted common stock may not vest more rapidly than 20% per year, beginning on the first anniversary of stockholder approval of the plan; and

 

   

accelerated vesting is not permitted except for death, disability or upon a change in control of PyraMax Bank, FSB or 1895 Bancorp of Wisconsin, Inc.

We have not determined whether we will present a stock-based benefit plan for stockholder approval prior to or more than 12 months after the completion of the offering. In the event federal regulators change their regulations or policies regarding stock-based benefit plans, including any regulations or policies restricting the size of awards and vesting of benefits as described above, the restrictions described above may not be applicable.

We may obtain the shares needed for our stock-based benefit plan by issuing additional shares of common stock from authorized but unissued shares or through stock repurchases.

Equity Plan Expenses. The implementation of an employee stock ownership plan and a stock-based benefit plan will increase our future compensation costs, thereby reducing our earnings. For example, we will be required to recognize an expense each year under our employee stock ownership plan equal to the fair market value of the shares committed to be released for that year to the participating employees. Similarly, if we issue restricted stock awards under a stock-based benefit plan, we would be required to recognize an expense as the shares vest equal to their fair market value on the grant date. Finally, if we issue stock options, we would be required to recognize an expense as the options vest, equal to their estimated value on the grant date. See “Risk Factors—Risks Related to the Offering—Our stock-based benefit plans will increase our costs, which will reduce our net income” and “Management – Future Stock Benefit Plans.”

Benefits to Management. The following table summarizes the stock benefits that our officers, directors and employees may receive following the reorganization and offering, at the adjusted maximum of the offering range and assuming that our employee stock ownership plan purchases 3.92% of our outstanding shares (including shares issued to 1895 Bancorp of Wisconsin, MHC and shares contributed to the charitable foundation) and that we implement a stock-based benefit plan granting options to purchase 4.90% of the total shares of common stock of 1895 Bancorp of Wisconsin, Inc. issued in connection with the reorganization (including shares issued to 1895 Bancorp of Wisconsin, MHC and shares contributed to the charitable foundation) and awarding shares of restricted common stock equal to 1.96% of the total shares of common stock of 1895 Bancorp of Wisconsin, Inc. issued in connection with the reorganization (including shares issued to 1895 Bancorp of Wisconsin, MHC and shares contributed to the charitable foundation).

 

Plan

   Individuals Eligible to Receive Awards      Percent of
Outstanding Shares
    Value of Benefits Based on
Adjusted Maximum of
Offering Range
(Dollars in Thousands)
 

Employee stock ownership plan

     All employees        3.92   $ 2,850  

Stock awards

     Directors, officers and employees        1.96       1,426  

Stock options

     Directors, officers and employees        4.90       1,069 (1)  
     

 

 

   

 

 

 

Total

        10.78   $ 5,345  
     

 

 

   

 

 

 

 

(1)

The fair value of stock options has been estimated at $3.00 per option using the Black-Scholes option pricing model with the following assumptions: a grant-date share price and option exercise price of $10.00; no dividend yield; expected option life of 10 years; risk free interest rate of 2.71%; and a volatility rate of 13.89% based on an index of publicly traded thrift institutions.



 

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The actual value of the shares of restricted common stock awarded under the stock-based benefit plan would be based on the price of 1895 Bancorp of Wisconsin, Inc.’s common stock at the time the shares are awarded. The following table presents the total value of all shares of restricted common stock to be available for award and issuance under the stock-based benefit plan, assuming receipt of stockholder approval and that the shares are awarded in a range of market prices from $8.00 per share to $14.00 per share.

 

Share Price

     91,600 Shares
Awarded at Minimum
of Offering Range
     107,800 Shares
Awarded at Midpoint of
Offering Range
     124,000 Shares
Awarded at Maximum
of Offering Range
     142,600 Shares
Awarded at Adjusted
Maximum of Offering
Range
 
(Dollars in thousands, except share price information)  
$ 8.00      $ 733      $ 862      $ 992      $ 1,141  
$ 10.00      $ 916      $ 1,078      $ 1,240      $ 1,426  
$ 12.00      $ 1,099      $ 1,294      $ 1,488      $ 1,711  
$ 14.00      $ 1,282      $ 1,509      $ 1,736      $ 1,996  

The grant-date fair value of the options granted under the stock-based benefit plan will be based in part on the price of shares of 1895 Bancorp of Wisconsin, Inc.’s common stock at the time the options are granted. The value will also depend on the various assumptions utilized in the option pricing model ultimately adopted. The following table presents the total estimated value of the options to be available for grant under the stock-based benefit plan, assuming receipt of stockholder approval, using a Black-Scholes option pricing model, and assuming the market price and exercise price for the stock options are equal and the range of market prices for the shares is $8.00 per share to $14.00 per share. The Black-Scholes option pricing model provides an estimate only of the fair value of the options, and the actual value of the options may differ significantly from the value set forth in this table.

 

Market/Exercise Price

     Grant-Date Fair
Value Per Option
     229,075 Options at
Minimum of
Offering Range
     269,500 Options at
Midpoint of
Offering Range
     309,925 Options at
Maximum of
Offering Range
     356,414 Options at
Adjusted
Maximum of
Offering Range
 
(Dollars in thousands, except market/exercise price and fair value information)  
$ 8.00      $ 2.40      $ 550      $ 647      $ 744      $ 855  
$ 10.00      $ 3.00      $ 687      $ 809      $ 930      $ 1,069  
$ 12.00      $ 3.59      $ 822      $ 968      $ 1,113      $ 1,280  
$ 14.00      $ 4.19      $ 960      $ 1,129      $ 1,299      $ 1,493  

Restrictions on the Acquisition of 1895 Bancorp of Wisconsin, Inc. and PyraMax Bank, FSB

Federal regulations, as well as provisions contained in the charter and bylaws of PyraMax Bank, FSB and 1895 Bancorp of Wisconsin, Inc., restrict the ability of any person, firm or entity to acquire 1895 Bancorp of Wisconsin, Inc., PyraMax Bank, FSB, or their respective capital stock. These restrictions include the requirement that a potential acquirer of common stock obtain the prior approval of the Federal Reserve Board and/or the Office of the Comptroller of the Currency before acquiring in excess of 10% of the voting stock of 1895 Bancorp of Wisconsin, Inc. or PyraMax Bank, FSB, as well as a provision in each of 1895 Bancorp of Wisconsin, Inc.’s and PyraMax Bank, FSB’s respective charters that generally provides that for a period of five years from the closing of the offering, no person, other than 1895 Bancorp of Wisconsin, MHC, may directly or indirectly offer to acquire or acquire the beneficial ownership of more than 10% of any class of equity security of 1895 Bancorp of Wisconsin, Inc. or PyraMax Bank, FSB held by persons other than 1895 Bancorp of Wisconsin, MHC, and, with respect to PyraMax Bank, FSB, other than 1895 Bancorp of Wisconsin, Inc., and that any shares acquired in excess of this limit would not be entitled to be voted and would not be counted as voting stock in connection with any matters submitted to the stockholders for a vote.

Because a majority of the shares of outstanding common stock of 1895 Bancorp of Wisconsin, Inc. must be owned by 1895 Bancorp of Wisconsin, MHC, any acquisition of 1895 Bancorp of Wisconsin, Inc. must be approved by 1895 Bancorp of Wisconsin, MHC. Furthermore, 1895 Bancorp of Wisconsin, MHC would not be required to pursue or approve a sale of 1895 Bancorp of Wisconsin, Inc. even if such sale were favored by a majority of 1895 Bancorp of Wisconsin, Inc.’s public stockholders. Finally, although a mutual holding company may be acquired by a mutual institution or another mutual holding company in what is known as a “remutualization” transaction, current regulatory policy may make such transactions unlikely because of the heightened regulatory scrutiny given to the structure and pricing of such transactions. Specifically, current regulatory policy views remutualization transactions as raising significant issues concerning disparate treatment of minority stockholders and mutual members of the target entity, and raising issues concerning the effect on the mutual members of the acquiring entity. As a result, a remutualization transaction for 1895 Bancorp of Wisconsin, Inc. is unlikely unless the applicant can clearly demonstrate that the regulatory concerns are not warranted in the particular case.



 

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Proposed Stock Purchases by Management

1895 Bancorp of Wisconsin, Inc.’s directors and executive officers and their associates are expected to purchase, for investment purposes, approximately 46,000 ($460,000) shares of common stock in the offering, which represents 2.19% of the shares to be offered for sale to the public and contributed to the charitable foundation, and 0.98% of the total shares to be outstanding after the offering (including shares sold to the public, contributed to the charitable foundation and owned by 1895 Bancorp of Wisconsin, MHC), each at the minimum of the offering range, respectively. Like all of our eligible depositor purchasers, our directors and executive officers and their associates have subscription rights based on their deposits and, in the event of an oversubscription, their orders will be subject to the allocation provisions set forth in our plan of reorganization.

The plan of reorganization provides that the aggregate number of shares acquired in the offering by our directors and executive officers (and their associates) may not exceed 26% of the outstanding shares held by persons other than 1895 Bancorp of Wisconsin, MHC, except with the approval of federal regulators. We may seek approval from the federal regulators to allow purchases by our directors and executive officers (and their associates) to exceed the 26% limit to the extent needed to enable us to sell the minimum number of shares of common stock in the offering range.

Directors and executive officers will pay the same $10.00 per share price paid by all other persons who purchase shares in the offering. These shares will be counted in determining whether the minimum of the offering range is reached.

Conditions to Completing the Reorganization and Offering

We cannot complete the reorganization and offering unless:

 

   

we sell at least 2,057,000 shares, the minimum of the offering range;

 

   

the members of PyraMax Bank, FSB vote to approve the reorganization and offering; and

 

   

we receive final approval from the Federal Reserve Board to complete the reorganization and offering, as well as any additional required approvals from the Office of the Comptroller of the Currency and the FDIC.

Federal Reserve Board, Office of the Comptroller of the Currency or FDIC approval does not constitute a recommendation or endorsement of an investment in our stock.

Possible Conversion of 1895 Bancorp of Wisconsin, MHC to Stock Form

In the future, 1895 Bancorp of Wisconsin, MHC may convert from the mutual to capital stock form of ownership, in a transaction commonly referred to as a “second-step conversion.” In a second-step conversion, members of 1895 Bancorp of Wisconsin, MHC would have subscription rights to purchase common stock of 1895 Bancorp of Wisconsin, Inc. or its successor, and the public stockholders of 1895 Bancorp of Wisconsin, Inc. would be entitled to exchange their shares of common stock for an equal percentage of shares of the converted 1895 Bancorp of Wisconsin, MHC. This percentage may be adjusted to reflect any assets owned by 1895 Bancorp of Wisconsin, MHC.

Our board of directors has no current plans to undertake a second-step conversion transaction. Any second-step conversion transaction would require the approval of holders of a majority of the outstanding shares of 1895 Bancorp of Wisconsin, Inc. common stock (excluding shares held by 1895 Bancorp of Wisconsin, MHC) and the approval of the depositor members of 1895 Bancorp of Wisconsin, MHC. Public stockholders will not be able to force a merger or second-step conversion transaction of 1895 Bancorp of Wisconsin, MHC without the consent of 1895 Bancorp of Wisconsin, MHC since such transactions would require the approval of a majority of the outstanding shares of 1895 Bancorp of Wisconsin, Inc.’s common stock.

Delivery of Prospectus

To ensure that each person receives a prospectus at least 48 hours before the deadline for orders for common stock, we may not mail prospectuses any later than five days prior to such date or hand-deliver prospectuses later than two days prior to that date. Stock order forms may only be delivered if accompanied or preceded by a prospectus. We are not obligated to deliver a prospectus or stock order form by means other than U.S. mail.

We will make reasonable attempts to provide a prospectus and offering materials to holders of subscription rights. The subscription offering and all subscription rights will expire at 1:00 p.m., Central Time, on December 13, 2018, whether or not we have been able to locate each person entitled to subscription rights.



 

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Our Contribution of Cash and Shares of Common Stock to the Charitable Foundation

To further our commitment to our local community, we intend to establish and fund a charitable foundation as part of the reorganization and offering. Assuming we receive regulatory approval, we intend to contribute to the charitable foundation $100,000 in cash and 1.0% of our outstanding shares, or 55,000 shares of our common stock at the midpoint of the offering range (for an aggregate contribution of $650,000, at the midpoint of the offering range, based on the $10.00 per share offering price). As a result of the contribution, we expect to record an after-tax expense of approximately $514,000, at the midpoint of the offering range, during the quarter in which the reorganization and offering is completed.

The charitable foundation will be dedicated exclusively to supporting charitable causes and community development activities in the communities in which we operate. The contribution of common stock and cash to the charitable foundation will:

 

   

with respect to the contribution of shares of common stock, dilute the voting interests of purchasers of shares of our common stock in the offering; and

 

   

result in an expense, and a reduction in capital, during the quarter in which the contribution is made, equal to the full amount of the contribution to the charitable foundation, which we expect to be offset in part by a corresponding tax benefit.

The amount of common stock that we would offer for sale would be greater if the offering were to be completed without the establishment and funding of the charitable foundation. For a further discussion of the financial impact of the charitable foundation, including its effect on those who purchase shares in the offering, see “Risk Factors—The contribution to the charitable foundation will dilute your ownership interest and adversely affect net income in 2019,” “Risk Factors—Our contribution to the charitable foundation may not be tax deductible, which could reduce our profits.”

Delivery of Shares of Common Stock

All shares of common stock sold will be issued in book entry form. Stock certificates will not be issued. A statement reflecting ownership of shares of common stock issued in the subscription and community offerings will be mailed by our transfer agent to the persons entitled thereto at the registration address noted by them on their stock order forms as soon as practicable following consummation of the offering. Shares of common stock sold in the syndicated community offering may be delivered electronically through the services of The Depository Trust Company, subject to any necessary regulatory approval. We expect trading in the stock to begin on the day of completion of the offering or the next business day. Until a statement reflecting ownership of shares of common stock is available and delivered to purchasers, purchasers might not be able to sell the shares of common stock that they purchased, even though the common stock will have begun trading. Your ability to sell your shares of common stock before receiving your statement will depend on arrangements you may make with a brokerage firm.

Tax Consequences

PyraMax Bank, FSB and 1895 Bancorp of Wisconsin, Inc. have received an opinion of counsel, Luse Gorman, PC, regarding the material federal income tax consequences of the reorganization, including an opinion that it is more likely than not that the fair market value of the nontransferable subscription rights to purchase the common stock will be zero and, accordingly, no gain or loss will be recognized by members upon the distribution to them of the nontransferable subscription rights to purchase the common stock and no taxable income will be realized by depositor members as a result of the exercise of the nontransferable subscription rights. PyraMax Bank, FSB and 1895 Bancorp of Wisconsin, Inc. have also received an opinion of Wipfli LLP regarding the material Wisconsin state tax consequences of the reorganization. As a general matter, the reorganization will not be a taxable transaction for purposes of federal or state income taxes to PyraMax Bank, FSB, 1895 Bancorp of Wisconsin, Inc. or persons eligible to subscribe in the subscription offering. See the section of this prospectus entitled “Taxation” for additional information regarding taxes.

Emerging Growth Company Status

We qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). For as long as we are an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to emerging growth companies. See “Risk Factors—Risks Related to the Offering—We are an emerging growth company, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors” and “Regulation and Supervision—Emerging Growth Company Status.”

An emerging growth company may elect to use the extended transition period to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies, but must make such election when the company is first required to file a registration statement. Such an election is irrevocable during the period a



 

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company is an emerging growth company. We have elected to use the extended transition period to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. Accordingly, our financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards.

How You May Obtain Additional Information Regarding the Reorganization and Offering

Our banking personnel may not, by law, assist with investment-related questions about the offering. If you have any questions regarding the reorganization and offering, please call the Stock Information Center at 1-(877) 643-8217. The Stock Information Center will be open Monday through Friday between 9:00 a.m. and 3:00 p.m., Central Time. The Stock Information Center will be closed on bank holidays.



 

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RISK FACTORS

You should consider carefully the following risk factors, in addition to all other information in this prospectus, in evaluating an investment in our common stock.

Risks Related to Our Business

We have a substantial amount of commercial real estate and commercial loans, and intend to continue to increase originations of these types of loans. These loans involve credit risks that could adversely affect our financial condition and results of operations.

At June 30, 2018, commercial real estate loans (which includes non-owner occupied commercial real estate, multi-family, owner occupied commercial real estate and one- to four-family non-owner occupied loans) totaled $182.7 million, or 49.3% of our loan portfolio, and commercial loans (which includes commercial and industrial loans) totaled $32.5 million, or 8.8% of our loan portfolio. Of this aggregate amount, we had $70.4 million in non-owner occupied non-residential real estate, $57.9 million in multi-family residential real estate, $36.1 million in owner occupied non-residential real estate, $11.6 million in non-owner occupied residential real estate and $6.7 million in commercial real estate construction loans. We intend to increase originations of these types of loans. Given their larger balances and the complexity of the underlying collateral, commercial real estate and commercial loans generally have more risk than the one- to four-family residential real estate loans we originate. Because the repayment of commercial real estate and commercial loans depends on the successful management and operation of the borrower’s properties or related businesses, repayment of such loans can be affected by adverse conditions in the local, regional and national real estate market or economy. A downturn in the real estate market or the local, regional and national economy could adversely impact the value of properties securing the loan or the revenues from the borrower’s business, thereby increasing the risk of non-performing loans. Further, unlike residential mortgage loans, commercial real estate loans and commercial loans may be secured by collateral other than real estate, such as inventory and accounts receivable, the value of which may depreciate over time, may be more difficult to appraise or liquidate and may be more susceptible to fluctuation in value at default. In addition, the physical condition of non-owner occupied properties may be below that of owner occupied properties due to lax property maintenance standards, which have a negative impact on the value of the collateral properties. As our commercial real estate and commercial loan portfolios increase, the corresponding risks and potential for losses from these loans may also increase.

Our portfolio of loans with a higher risk of loss is increasing, which may lead to additional provisions for loan losses or charge-offs, which would reduce our profits or cause losses.

Our commercial real estate loan portfolio has increased to $182.7 million, or 49.3% of total loans, at June 30, 2018 from $101.5 million, or 36.6% of total loans, at December 31, 2013. We intend to continue our emphasis on originating commercial real estate and commercial loan originations. Many of these loans have not been subjected to unfavorable economic conditions. As a result, it is difficult to predict the future performance of this part of our loan portfolio. These loans may have delinquency or charge-off levels above our historical experience, which could adversely affect our future performance.

The level of our commercial real estate loan portfolio may subject us to additional regulatory scrutiny.

The FDIC, the Federal Reserve Board and the OCC have promulgated joint guidance on sound risk management practices for financial institutions with concentrations in commercial real estate lending. Under this guidance, a financial institution that, like us, is actively involved in commercial real estate lending should perform a risk assessment to identify concentrations. A financial institution may have a concentration in commercial real estate lending if, among other factors (i) total reported loans for construction, land development and other land represent 100% or more of total capital, or (ii) total reported loans secured by multi-family and non-farm non-residential properties, loans for construction, land development and other land, and loans otherwise sensitive to the general commercial real estate market, including loans to commercial real estate related entities, represent 300% or more of total capital. The particular focus of the guidance is on exposure to commercial real estate loans that are dependent on the cash flow from the real estate held as collateral and that are likely to be at greater risk to conditions in the commercial real estate market (as opposed to real estate collateral held as a secondary source of repayment or as an abundance of caution). The purpose of the guidance is to guide banks in developing risk management practices and capital levels commensurate with the level and nature of real estate concentrations. The guidance states that management should employ heightened risk management practices including board and management oversight and strategic planning, development of underwriting standards, risk assessment and monitoring through market analysis and stress testing. We have concluded that we have a concentration in commercial real estate lending under the foregoing standards because our balance in commercial real estate loans at June 30, 2018 represents more than 300% of total capital. Owner occupied commercial real estate totals 93% of total capital, while non-owner occupied commercial real estate totals an additional 378% of total capital. While we believe we have implemented policies and procedures with respect to our commercial real estate loan portfolio consistent with this guidance, bank regulators could require is to implement additional policies and procedures consistent with their interpretation of the guidance that may result in additional costs to us.

 

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Our business strategy includes managed growth, and our financial condition and results of operations could be negatively affected if we fail to grow or fail to manage our growth effectively. Growing our operations could also cause our expenses to increase faster than our revenues.

Our business strategy includes growth in loans and deposits. Achieving such growth will require us to attract customers that currently bank at other financial institutions in our market area. Our ability to successfully grow will depend on a variety of factors, including the ability of our executive officers to execute our business strategy to increase commercial real estate and commercial loans and to increase our new and existing customers’ deposit relationships, our ability to attract and retain experienced bankers, the continued availability of desirable business opportunities, competition from other financial institutions in our market area and our ability to manage our growth. Growth opportunities may not be available or we may not be able to manage our growth successfully. If we do not manage our growth effectively, our financial condition and operating results could be negatively affected. Furthermore, there can be considerable costs involved in expanding lending capacity, and generally a period of time is required to generate the necessary revenues to offset these costs, especially in areas in which we do not have an established presence. Accordingly, any such business expansion can be expected to negatively impact our earnings until certain economies of scale are reached.

Our utilization of time deposits, including brokered certificates of deposit, as a source of funds for loans and our other liquidity needs could have an adverse effect on our operating results.

We rely primarily on deposits for funds to make loans and provide for our other liquidity needs, including time deposits and brokered certificates of deposit. As of June 30, 2018, brokered deposits, represented approximately 16.8% of our total deposits. Such deposits may not be as stable as other types of deposits and, in the future, depositors may not renew those time deposits when they mature, or we may have to pay a higher rate of interest to attract or keep them or to replace them with other deposits or with funds from other sources. Not being able to attract those deposits or to keep or replace them as they mature would adversely affect our liquidity. Additionally, we are regulated by the OCC, which requires us to maintain certain capital levels to be considered “well capitalized.” If we fail to maintain these capital levels, we could lose our ability to obtain funding through brokered deposits. In addition, we may also be restricted from paying higher deposit rates to attract, keep or replace those deposits, which could have a negative effect on our operating results and the value of our common stock.

Our cost of operations is high relative to our revenues.

The cost of generating our income is measured by our efficiency ratio (the ratio of non-interest expense to the sum of net interest income and non-interest income). Our efficiency ratio was 106.86%, 112.19% and 91.79% for the six months ended June 30, 2018 and the years ended December 31, 2017 and 2016, respectively. Our efficiency ratio lags our peer group as our competitors for loans and deposits are often larger banks who can offer very competitive terms to originate and retain commercial real estate and commercial loans, as well as very competitive rates on deposit products. Additionally, our interest expense is higher than our peer group as our sources of funding tend to rely on higher-cost brokered certificates of deposit and Federal Home Loan Bank (“FHLB”) advances more than our competitors. We have also had a series of significant one-time expenses over the last several years, including core data processing conversion, branch sale costs and expenses related to our self-insured healthcare coverage. The additional costs associated with being a public company will adversely affect our efficiency ratio. We anticipate, however, that the net proceeds from this offering will increase our capital levels, which will also allow us to increase interest-earning assets, such as loans and investments, and our interest income, which should benefit our efficiency ratio.

Costs related to our self-insured healthcare coverage may adversely affect our results of operations and financial condition.

We provide self-insured healthcare coverage to our employees and their dependents. We are self-insured with respect to substantially all of our healthcare coverage. We maintain reserves (recorded in “Other Liabilities” on our balance sheet) to cover our estimated liabilities for healthcare claims. The reserve was $534,000 as of June 30, 2018. The determination of these reserves is based upon a number of factors, including current and historical claims activity, claims payment patterns and medical cost trends. Accordingly, reserves do not represent an exact calculation of liability. Reserves can be affected by both internal and external events, such as adverse developments in existing claims or changes in medical costs, medical conditions of claimants, claims handling procedures, administrative costs and legal fees, inflation, and legal trends and legislative changes. Reserves are adjusted from time to time to reflect new claims, claim developments, or systemic changes, and such adjustments are reflected in the results of the periods in which the reserves are changed. Our estimated accrual for healthcare coverage claims is based upon an actuarial estimate provided by our independent actuary. The estimated accrual does not include an estimated provision for the incidence of unknown catastrophic claims. Moreover, because of the uncertainties that surround estimating healthcare requirements and expenses, we cannot be certain that our reserves are adequate. If the number or severity of claims for which we are self-insured increases, or if our reserves are insufficient to cover our actual healthcare coverage expenses, we would incur charges to our earnings that could be material to our results of operations and financial condition.

 

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We face additional risks due to our mortgage banking activities that could negatively impact net income and liquidity.

We sell the majority of the fixed-rate conforming and eligible jumbo one-to four-family residential real estate loans that we originate. The sale of these loans generates noninterest income and are a source of liquidity for PyraMax Bank, FSB. Disruption in the secondary market for residential mortgage loans could result in our inability to sell mortgage loans, which could negatively impact our liquidity position and earnings. In addition, declines in real estate values or increases in interest rates could reduce the potential for robust mortgage originations, which could negatively impact our earnings. As we do sell mortgage loans, we also face the risk that such loans may have been made in breach of our representations and warranties to the buyers and we could be forced to repurchase such loans or pay other damages.

We depend on our management team to implement our business strategy and execute successful operations and we could be harmed by the loss of their services.

We are dependent upon the services of the members of our senior management team who direct our strategy and operations. Our executive officers and lending personnel possess expertise in our markets and key business relationships, and have been integral in the restructuring of our operations, including the implementation of a more aggressive sales culture within our institution. Any one of them could be difficult to replace. Our loss of these persons, or our inability to hire additional qualified personnel, could impact our ability to implement our business strategy and could have a material adverse effect on our results of operations and our ability to compete in our markets. See “Management.”

If our allowance for loan losses is not sufficient to cover actual loan losses, our earnings could decrease.

We maintain an allowance for loan losses, which is established through a provision for loan losses, that represents management’s best estimate of probable losses within the existing portfolio of loans. We make various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of borrowers and the value of the real estate and other assets serving as collateral for the repayment of loans. In determining the adequacy of the allowance for loan losses, we rely on our experience and our evaluation of economic conditions. If our assumptions prove to be incorrect, our allowance for loan losses may not be sufficient to cover losses inherent in our loan portfolio and adjustment may be necessary to allow for different economic conditions or adverse developments in our loan portfolio. Consequently, a problem with one or more loans could require us to significantly increase the level of our provision for loan losses. In addition, federal regulators periodically review our allowance for loan losses and as a result of such reviews, we may decide to adjust our allowance for loan losses or recognize further loan charge-offs. However, regulatory agencies are not directly involved in the process of establishing the allowance for loan losses, as the process is our responsibility and any adjustment of the allowance is the responsibility of management. Material additions to the allowance would materially decrease our net income.

We may be adversely affected by recent changes in U.S. tax laws.

Changes in tax laws contained in the Tax Cuts and Jobs Act, which was enacted in December 2017, include a number of provisions that will have an impact on the banking industry, borrowers and the market for single-family residential real estate. Changes include (i) a lower limit on the deductibility of mortgage interest on single-family residential mortgage loans, (ii) the elimination of interest deductions for home equity loans, (iii) a limitation on the deductibility of business interest expense and (iv) a limitation on the deductibility of property taxes and state and local income taxes. The recent changes in the tax laws may have an adverse effect on the market for, and valuation of, residential properties, and on the demand for such loans in the future, and could make it harder for borrowers to make their loan payments. If home ownership becomes less attractive, demand for mortgage loans could decrease. The value of the properties securing loans in our loan portfolio may be adversely impacted as a result of the changing economics of home ownership, which could require an increase in our provision for loan losses, which would reduce our profitability and could materially adversely affect our business, financial condition and results of operations.

A worsening of economic conditions in our market area could reduce demand for our products and services and/or result in increases in our level of non-performing loans, which could adversely affect our operations, financial condition and earnings.

Local economic conditions have a significant impact on the ability of our borrowers to repay loans and the value of the collateral securing loans. A deterioration in economic conditions could have the following consequences, any of which could have a material adverse effect on our business, financial condition, liquidity and results of operations:

 

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demand for our products and services may decline;

 

   

loan delinquencies, problem assets and foreclosures may increase;

 

   

collateral for loans, especially real estate, may decline in value, thereby reducing customers’ future borrowing power, and reducing the value of assets and collateral associated with existing loans; and

 

   

the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us.

Moreover, a significant decline in general local, regional or national economic conditions caused by inflation, recession, acts of terrorism, an outbreak of hostilities or other international or domestic calamities, unemployment or other factors beyond our control could further impact these local economic conditions and could further negatively affect the financial results of our banking operations. In addition, deflationary pressures, while possibly lowering our operating costs, could have a significant negative effect on our borrowers, especially our business borrowers, and the values of underlying collateral securing loans, which could negatively affect our financial performance.

Our size makes it more difficult for us to compete.

Our asset size makes it more difficult to compete with other financial institutions that are larger and can more easily afford to invest in the marketing and technologies needed to attract and retain customers. Because our principal source of income is the net interest income we earn on our loans and investments after deducting interest paid on deposits and other sources of funds, our ability to generate the revenues needed to cover our expenses and finance such investments is limited by the size of our loan and investment portfolios. Accordingly, we are not always able to offer new products and services as quickly as our competitors. Our lower earnings may also make it more difficult to offer competitive salaries and benefits. In addition, our smaller customer base may make it difficult to generate meaningful non-interest income from such activities as securities brokerage. Finally, as a smaller institution, we are disproportionately affected by the continually increasing costs of compliance with new banking and other regulations.

We face significant operational risks because the financial services business involves a high volume of transactions and because of our reliance on technology.

Our business requires us to collect, process, transmit and store significant amounts of confidential information regarding our customers, employees and our own business, operations, plans and business strategies. Our operational and security systems infrastructure, including our computer systems, data management and internal processes, as well as those of third parties, are integral to our performance. Our operational risks include the risk of malfeasance by employees or persons outside our company, errors relating to transaction processing and technology, systems failures or interruptions, breaches of our internal control systems and compliance requirements, and business continuation and disaster recovery. Insurance coverage may not be available for such losses, or where available, such losses may exceed insurance limits. This risk of loss also includes the potential legal actions that could arise as a result of operational deficiencies or as a result of non-compliance with applicable regulatory standards or customer attrition due to potential negative publicity.

In the event of a breakdown in our internal control systems, improper operation of systems or improper employee actions, or a breach of our security systems, including if confidential or proprietary information were to be mishandled, misused or lost, we could suffer financial loss, face regulatory action, civil litigation and/or suffer damage to our reputation. Although to date we have not experienced any technology failures, cyber attacks or other information or security breaches, there can be no assurance that we will not suffer such losses or other consequences in the future. Our risk and exposure to these matters remain heightened because of, among other things, the evolving nature of these threats and our role as a provider of financial services, our continuous transmission of sensitive information to, and storage of such information by, third parties, including our vendors and regulators, the outsourcing of some of our business operations, threats of cyber terrorism, and system and customer account updates and conversions. As a result, cyber-security and the continued development and enhancement of our controls, processes and practices designed to protect our systems, computers, software, data and networks from attack, damage or unauthorized access remain a priority.

Our information technology systems may be subject to failure, interruption or security breaches.

Information technology systems are critical to our business. We use various technology systems to manage our customer relationships, general ledger, securities investments, deposits, and loans. We have established policies and procedures to prevent or limit the impact of system failures, interruptions and security breaches, including privacy breaches and cyber attacks, and, although we have not experienced any such events to date, such failures, interruptions or breaches may still occur or may not be adequately addressed if they do occur.

There have been increasing efforts by third parties to breach data security at financial institutions. Such attacks include computer viruses, malicious or destructive code, phishing attacks, denial of service or information or other security breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of confidential, proprietary and other

 

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information, damages to systems, or other material disruptions to network access or business operations. There have been several recent instances involving financial services and consumer-based companies reporting the unauthorized disclosure of client or customer information or the destruction or theft of corporate data. Although we take protective measures, the security of our computer systems, software, and networks may be vulnerable to breaches, unauthorized access, misuse, computer viruses, or other malicious code and cyber attacks that could have an impact on information security. Because the techniques used to cause security breaches change frequently, we may be unable to proactively address these techniques or to implement adequate preventative measures.

In addition, we outsource a majority of our data processing requirements to certain third-party providers. If these third-party providers encounter difficulties, or if we have difficulty communicating with those service providers, our ability to adequately process and account for transactions could be affected, and our business operations could be adversely affected. Threats to information security also exist in the processing of customer information through various other vendors and their personnel. To our knowledge, the services and programs provided to us by third parties have not suffered any security breaches. However, the existence of cyber attacks or security breaches at third parties with access to our data, such as vendors, may not be disclosed to us in a timely manner.

The occurrence of any system failures, interruption, or breach of security could damage our reputation and result in a loss of customers and business, subject us to additional regulatory scrutiny, or could expose us to litigation and possible financial liability. Any of these events could have a material adverse effect on our financial condition and results of operations.

Future changes in interest rates could reduce our profits and asset values.

Net income is the amount by which net interest income and non-interest income exceed non-interest expense and the provision for loan losses. Net interest income makes up a majority of our net income and is based on the difference between:

 

   

the interest income we earn on interest-earning assets, such as loans and securities; and

 

   

the interest expense we pay on interest-bearing liabilities, such as deposits and borrowings.

The rates we earn on our assets and the rates we pay on our liabilities are generally fixed for a contractual period of time. Like many savings institutions, our liabilities generally have shorter contractual maturities than our assets. This imbalance can create significant earnings volatility because market interest rates change over time. In a period of rising interest rates, the interest income we earn on our assets may not increase as rapidly as the interest we pay on our liabilities. In a period of declining interest rates, the interest income we earn on our assets may decrease more rapidly than the interest we pay on our liabilities, as borrowers prepay mortgage loans, and mortgage-backed securities and callable investment securities are called, requiring us to reinvest those cash flows at lower interest rates.

In addition, changes in interest rates can affect the average life of loans and mortgage-backed and related securities. A decline in interest rates results in increased prepayments of loans and mortgage-backed and related securities as borrowers refinance their debt to reduce their borrowing costs. This creates reinvestment risk, which is the risk that we may not be able to reinvest prepayments at rates that are comparable to the rates we earned on the prepaid loans or securities. Furthermore, an inverted interest rate yield curve, where short-term interest rates (which are usually the rates at which financial institutions borrow funds) are higher than long-term interest rates (which are usually the rates at which financial institutions lend funds for fixed-rate loans) can reduce a financial institution’s net interest margin and create financial risk for financial institutions that originate longer-term, fixed-rate mortgage loans. At June 30, 2018, 70.1% of our loan portfolio consisted of fixed-rate loans.

Any substantial, unexpected, prolonged change in market interest rates could have a material adverse effect on our financial condition, liquidity and results of operations. Changes in the level of interest rates also may negatively affect the value of our assets and ultimately affect our earnings.

We monitor interest rate risk through the use of simulation models, including estimates of the amounts by which the fair value of our assets, liabilities and equity (our economic value of equity or “EVE”) would change in the event of a range of assumed changes in market interest rates. As of June 30, 2018, in the event of an instantaneous 200 basis point increase in interest rates, we estimate that we would experience a 16.7% decrease in EVE. For further discussion of how changes in interest rates could impact us, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations of PyraMax Bank, FSB—Management of Market Risk.”

Strong competition within our market areas may limit our growth and profitability.

Competition in the banking and financial services industry is intense. In our market area, we compete with commercial banks, savings institutions, mortgage brokerage firms, credit unions, finance companies, mutual funds, insurance companies, and securities brokerage firms and unregulated or less regulated non-banking entities, operating locally and elsewhere. Many of these competitors

 

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have substantially greater resources and higher lending limits than we have and offer certain services that we do not or cannot provide. In addition, some of our competitors offer loans with lower interest rates and fees on more attractive terms than loans we offer. Competition also makes it increasingly difficult and costly to attract and retain qualified employees. Our profitability depends upon our continued ability to successfully compete in our market area. If we must raise interest rates paid on deposits or lower interest rates charged on our loans due to competition, our net interest margin and profitability could be adversely affected.

The financial services industry could become even more competitive as a result of new legislative, regulatory and technological changes and continued consolidation. Banks, securities firms and insurance companies can merge under the umbrella of a financial holding company, which can offer virtually any type of financial service, including banking, securities underwriting, insurance (both agency and underwriting) and merchant banking. Also, technology has lowered barriers to entry and made it possible for non-banks to offer products and services traditionally provided by banks, such as automatic transfer and automatic payment systems. Many of our competitors have fewer regulatory constraints and may have lower cost structures. Additionally, due to their size, many competitors may be able to achieve economies of scale and, as a result, may offer a broader range of products and services as well as better pricing for those products and services than we can. We expect competition to increase in the future as a result of legislative, regulatory and technological changes and the continuing trend of consolidation in the financial services industry. For additional information see “Business of PyraMax Bank, FSB—Market Area” and “—Competition.”

Changes in laws and regulations and the cost of regulatory compliance with new laws and regulations may adversely affect our operations and/or increase our costs of operations.

PyraMax Bank, FSB is subject to extensive regulation, supervision and examination by the Office of the Comptroller of the Currency, and 1895 Bancorp of Wisconsin, Inc. will be subject to extensive regulation, supervision and examination by the Federal Reserve Board. Such regulation and supervision governs the activities in which an institution and its holding company may engage and are intended primarily for the protection of the federal deposit insurance fund and the depositors of PyraMax Bank, FSB, rather than for our stockholders. Regulatory authorities have extensive discretion in their supervisory and enforcement activities, including the imposition of restrictions on our operations, the classification of our assets and determination of the level of our allowance for loan losses. These regulations, along with existing tax, accounting, securities, insurance and monetary laws, rules, standards, policies, and interpretations, control the methods by which financial institutions conduct business, implement strategic initiatives and tax compliance, and govern financial reporting and disclosures. Any change in such regulation and oversight, whether in the form of regulatory policy, regulations, legislation or supervisory action, may have a material impact on our operations. Further, changes in accounting standards can be both difficult to predict and involve judgment and discretion in their interpretation by us and our independent accounting firm. These changes could materially impact, potentially even retroactively, how we report our financial condition and results of operations.

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) has significantly changed the regulation of banks and savings institutions and affects the lending, deposit, investment, trading and operating activities of financial institutions and their holding companies. The Dodd-Frank Act requires various federal agencies to adopt a broad range of new implementing rules and regulations, and to prepare numerous studies and reports for Congress. The federal agencies have exercised significant discretion in drafting the implementing rules and regulations. It will be some time before the full effect of the Dodd-Frank Act and the regulations thereunder can be assessed. Compliance with the Dodd-Frank Act and its implementing regulations and policies has already resulted in changes to our business and operations, as well as additional costs, and has diverted management’s time from other business activities, all of which have adversely affected our financial condition and results of operations.

Non-compliance with the USA PATRIOT Act, Bank Secrecy Act, or other laws and regulations could result in fines or sanctions.

The USA PATRIOT and Bank Secrecy Acts require financial institutions to develop programs to prevent financial institutions from being used for money laundering and terrorist activities. If such activities are suspected, financial institutions are obligated to file suspicious activity reports with the U.S. Treasury’s Office of Financial Crimes Enforcement Network. These rules require financial institutions to establish procedures for identifying and verifying the identity of customers seeking to open new financial accounts. Failure to comply with these regulations could result in fines or sanctions, including restrictions on pursuing acquisitions or establishing new branches. The policies and procedures we have adopted that are designed to assist in compliance with these laws and regulations may not be effective in preventing violations of these laws and regulations. Furthermore, these rules and regulations continue to evolve and expand.

 

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We have become subject to more stringent capital requirements, which may adversely impact our return on equity, require us to raise additional capital, or limit our ability to pay dividends or repurchase shares.

Federal regulations establish minimum capital requirements for insured depository institutions, including minimum risk-based capital and leverage ratios, and defines “capital” for calculating these ratios. The minimum capital requirements are: (i) a common equity Tier 1 capital ratio of 4.5%; (ii) a Tier 1 to risk-based assets capital ratio of 6%; (iii) a total capital ratio of 8%; and (iv) a Tier 1 leverage ratio of 4%. The regulations also establish a “capital conservation buffer” of 2.5%, and, when fully phased in, will result in the following minimum ratios: (i) a common equity Tier 1 capital ratio of 7.0%; (ii) a Tier 1 to risk-based assets capital ratio of 8.5%; and (iii) a total capital ratio of 10.5%. The capital conservation buffer requirement began being phased in January 2016 at 0.625% of risk-weighted assets and is increasing each year until fully implemented in January 2019. An institution will be subject to limitations on paying dividends, engaging in share repurchases and paying discretionary bonuses if its capital level falls below the then applicable buffer amount.

The application of more stringent capital requirements could, among other things, result in lower returns on equity, and result in regulatory actions if we are unable to comply with such requirements. Specifically, following the completion of the offering, PyraMax Bank, FSB’s ability to pay dividends to 1895 Bancorp of Wisconsin, Inc. will be limited if it does not have the capital conservation buffer required by the new capital rules, which may further limit 1895 Bancorp of Wisconsin, Inc.’s ability to pay dividends to stockholders. See “Regulation and Supervision—Federal Banking Regulation—Capital Requirements.”

The cost of additional finance and accounting systems, procedures, compliance and controls in order to satisfy our new public company reporting requirements will increase our expenses.

As a result of the completion of this offering, we will become a public reporting company. We expect that the obligations of being a public company, including the substantial public reporting obligations, will require significant expenditures and place additional demands on our management team. We have made, and will continue to make, changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a stand-alone public company. However, the measures we take may not be sufficient to satisfy our obligations as a public company. Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes Oxley Act”) requires annual management assessments of the effectiveness of our internal control over financial reporting, starting with the second annual report that we would expect to file with the Securities and Exchange Commission. Any failure to achieve and maintain an effective internal control environment could have a material adverse effect on our business and stock price. In addition, we may need to hire additional compliance, accounting and financial staff with appropriate public company experience and technical knowledge, and we may not be able to do so in a timely fashion. As a result, we may need to rely on outside consultants to provide these services for us until qualified personnel are hired. These obligations will increase our operating expenses and could divert our management’s attention from our operations.

Changes in accounting standards could affect reported earnings.

The bodies responsible for establishing accounting standards, including the Financial Accounting Standards Board, the Securities and Exchange Commission and other regulatory bodies, periodically change the financial accounting and reporting guidance that governs the preparation of our financial statements. In some cases, we could be required to apply new or revised guidance retroactively. These changes can be hard to predict and can materially impact how we record and report our financial condition and results of operations.

Changes in management’s estimates and assumptions may have a material impact on our consolidated financial statements and our financial condition or operating results.

In preparing this prospectus as well as periodic reports we will be required to file under the Securities Exchange Act of 1934, including our consolidated financial statements, our management is and will be required under applicable rules and regulations to make estimates and assumptions as of a specified date. These estimates and assumptions are based on management’s best estimates and experience as of that date and are subject to substantial risk and uncertainty. Materially different results may occur as circumstances change and additional information becomes known. Areas requiring significant estimates and assumptions by management include our evaluation of the adequacy of our allowance for loan losses and our determinations with respect to amounts owed for income taxes.

Legal and regulatory proceedings and related matters could adversely affect us.

We have been and may in the future become involved in legal and regulatory proceedings. We consider most of the proceedings to be in the normal course of our business or typical for the industry; however, it is inherently difficult to assess the outcome of these matters, and we may not prevail in any proceedings or litigation. There could be substantial costs and management diversion in such litigation and proceedings, and any adverse determination could have a materially adverse effect on our business, brand or image, or our financial condition and results of our operations.

 

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We are subject to environmental liability risk associated with lending activities or properties we own.

A significant portion of our loan portfolio is secured by real estate, and we could become subject to environmental liabilities with respect to one or more of these properties, or with respect to properties that we own in operating our business. During the ordinary course of business, we may foreclose on and take title to properties securing defaulted loans. In doing so, there is a risk that hazardous or toxic substances could be found on these properties. If hazardous conditions or toxic substances are found on these properties, we may be liable for remediation costs, as well as for personal injury and property damage, civil fines and criminal penalties regardless of when the hazardous conditions or toxic substances first affected any particular property. Environmental laws may require us to incur substantial expenses to address unknown liabilities and may materially reduce the affected property’s value or limit our ability to use or sell the affected property. In addition, future laws or more stringent interpretations or enforcement policies with respect to existing laws may increase our exposure to environmental liability. Our policies, which require us to perform an environmental review before initiating any foreclosure action on non-residential real property, may not be sufficient to detect all potential environmental hazards. The remediation costs and any other financial liabilities associated with an environmental hazard could have a material adverse effect on us.

We are a community bank and our ability to maintain our reputation is critical to the success of our business and the failure to do so may materially adversely affect our performance.

We are a community bank, and our reputation is one of the most valuable components of our business. A key component of our business strategy is to rely on our reputation for customer service and knowledge of local markets to expand our presence by capturing new business opportunities from existing and prospective customers in our market area and contiguous areas. As such, we strive to conduct our business in a manner that enhances our reputation. This is done, in part, by recruiting, hiring and retaining employees who share our core values of being an integral part of the communities we serve, delivering superior service to our customers and caring about our customers and associates. If our reputation is negatively affected by the actions of our employees, by our inability to conduct our operations in a manner that is appealing to current or prospective customers, or otherwise, our business and, therefore, our operating results may be materially adversely affected.

Risks Related to the Offering

The future price of our common stock may be less than the purchase price in the offering.

If you purchase shares of common stock in the offering, you may not be able to sell them later at or above the $10.00 purchase price in the offering. In many cases, shares of common stock issued by newly converted savings institutions or mutual holding companies have traded below the initial offering price. The aggregate purchase price of the shares of common stock sold in the offering will be based on an independent appraisal. The independent appraisal is not intended, and should not be construed, as a recommendation of any kind as to the advisability of purchasing shares of common stock. The independent appraisal is based on certain estimates, assumptions and projections, all of which are subject to change from time to time. After the shares begin trading, the trading price of our common stock will be determined by the marketplace, and may be influenced by many factors, including prevailing interest rates, the overall performance of the economy, changes in federal tax laws, new regulations, investor perceptions of 1895 Bancorp of Wisconsin, Inc. and the outlook for the financial services industry in general. Price fluctuations in our common stock may be unrelated to our operating performance.

The capital we raise in the offering may negatively impact our return on equity until we can fully implement our business plan. This could negatively affect the trading price of our shares of common stock.

Net income divided by average equity, known as “return on equity,” is a ratio many investors use to compare the performance of a financial institution to its peers. Although we anticipate increasing net interest income using proceeds of the offering, our return on equity will be reduced by the capital raised in the offering, higher expenses from the costs of being a public company, and added expenses associated with our employee stock ownership plan and the stock-based benefit plans we intend to adopt. Until we can implement our business plan and increase our net interest income through investment of the proceeds of the offering, we expect our return on equity to remain relatively low compared to our peer group, which may reduce the value of our shares.

 

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We have broad discretion in using the proceeds of the offering. Our failure to effectively deploy the net proceeds of the offering may have an adverse effect on our financial performance and the value of our common stock.

We intend to invest between $9.5 million and $15.3 million of the net proceeds of the offering in PyraMax Bank, FSB. We also expect to use a portion of the net proceeds we retain to fund a loan to the employee stock ownership plan for the purchase of shares of common stock in the offering by the employee stock ownership plan, and will contribute $100,000 to 1895 Bancorp of Wisconsin, MHC as a part of our formation of the mutual holding company and will contribute $100,000 to the charitable foundation that we are establishing in connection with the reorganization. We may use the remaining net proceeds to invest in short-term and other investments, repurchase shares of our common stock, pay dividends, although we currently do not intend to pay dividends, or for other general corporate purposes. PyraMax Bank, FSB intends to use the net proceeds it receives to fund new loans, enhance existing products and services, invest in securities, expand its banking franchise, or for other general corporate purposes. However, with the exception of the loan to the employee stock ownership plan and the contributions to 1895 Bancorp of Wisconsin, MHC and to the charitable foundation, we have not allocated specific amounts of the net proceeds for any of these purposes, and we will have significant flexibility in determining the amount of the net proceeds we apply to different uses and the timing of such applications. Also, certain of these uses, such as any potential acquisition, paying dividends and repurchasing common stock, may require the approval of or non-objection from the Office of the Comptroller of the Currency or the Federal Reserve Board. We have not established a timetable for investing the net proceeds, and, accordingly, we may not invest the net proceeds at the time that is most beneficial to 1895 Bancorp of Wisconsin, Inc., PyraMax Bank, FSB or the stockholders. For additional information see “How We Intend To Use The Proceeds From The Offering.”

There may be a limited trading market in our common stock, which would hinder your ability to sell our common stock and may lower the market price of the stock.

We have never issued capital stock and there is no established market for our common stock. We expect that our common stock will be quoted on the Nasdaq Capital Market under the symbol “BCOW” upon conclusion of the offering, subject to completion of the offering and compliance with certain conditions, including having 300 “round lot” stockholders (stockholders owning more than 100 shares) and at least three companies making a market for our common stock. The development of an active trading market depends on the existence of willing buyers and sellers, the presence of which is not within our control, or that of any market maker. The number of active buyers and sellers of the shares of common stock at any particular time may be limited. Under such circumstances, you could have difficulty selling your shares of common stock on short notice, and, therefore, you should not view the shares of common stock as a short-term investment. In addition, our public “float,” which is the total number of our outstanding shares less the shares held by 1895 Bancorp of Wisconsin, MHC, our employee stock ownership plan and our directors and executive officers, is likely to be quite limited. As a result, it is unlikely that an active trading market for the common stock will develop or that, if it develops, it will continue. If you purchase shares of common stock, you may not be able to sell them at or above $10.00 per share. Purchasers of common stock in this offering should have long-term investment intent and should recognize that there will be a limited trading market in the common stock. This may make it difficult to sell the common stock after the offering and may have an adverse impact on the price at which the common stock can be sold.

Our stock-based benefit plans will increase our costs, which will reduce our net income.

We anticipate that our employee stock ownership plan will purchase in the offering shares of our common stock equal to up to 3.92% of our outstanding shares (including the shares held by 1895 Bancorp of Wisconsin, MHC and the charitable foundation) We will record annual employee stock ownership plan expenses in an amount equal to the fair value of shares of common stock committed to be released to employees. If shares of common stock appreciate in value over time, compensation expense relating to the employee stock ownership plan will increase.

We also intend to adopt a stock-based benefit plan after the offering, under which participants would be awarded shares of restricted common stock (at no cost to them) and/or options to purchase shares of our common stock. Under federal regulations, we are authorized to grant awards of stock or options under a stock-based benefit plan in an amount up to 25% of the shares of common stock held by persons other than 1895 Bancorp of Wisconsin, MHC. The number of shares of common stock or options granted under any initial stock-based benefit plan may not exceed 1.96% and 4.90%, respectively, of our total outstanding shares, including shares issued to 1895 Bancorp of Wisconsin, MHC and contributed to the charitable foundation.

The shares of restricted common stock granted under the stock-based benefit plan will be expensed by us over their vesting period based on the fair market value of the shares on the date they are awarded. If the shares of restricted common stock to be granted under the stock-based benefit plan are repurchased in the open market (rather than issued directly from authorized but unissued shares by 1895 Bancorp of Wisconsin, Inc.) and cost the same as the purchase price in the offering, the reduction to stockholders’ equity due to the plan would be between $916,000 at the minimum of the offering range and approximately $1.4 million at the adjusted maximum of the offering range. To the extent we repurchase shares of common stock in the open market to fund the grants of shares of restricted common stock under the plan, and the price of such shares exceeds the offering price of $10.00 per share, the reduction to stockholders’ equity would exceed the range described above. Conversely, to the extent the price of such shares is below the offering price of $10.00 per share, the reduction to stockholders’ equity would be less than the range described above.

 

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We will generally recognize as an expense in our income statement the grant-date fair value of stock options as such options vest. When we record an expense related to the grant of options using the fair value method, we will incur significant compensation and benefits expense. As discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations of PyraMax Bank, FSB,” and based on certain assumptions discussed therein, we estimate this annual pre-tax expense, assuming it is amortized over a 10-year vesting period, would be approximately $101,000, assuming we sell 3,200,450 shares in the offering.

The implementation of a stock-based benefit plan may dilute your ownership interest.

We intend to adopt a stock-based benefit plan following the reorganization and offering. The stock-based benefit plan will be funded through either open market purchases, if permitted, or from the issuance of authorized but unissued shares. Public stockholders would experience a reduction in ownership interest totaling 6.31% in the event newly issued shares are used to fund stock options and restricted stock awards in an amount equal to 4.90% and 1.96%, respectively, of the total shares issued in the reorganization and offering (including shares issued to 1895 Bancorp of Wisconsin, MHC and the charitable foundation).

Persons who purchase stock in the offering will own a minority of 1895 Bancorp of Wisconsin, Inc.’s common stock and will not be able to exercise voting control over most matters put to a vote of stockholders.

Public stockholders will own a minority of the outstanding shares of 1895 Bancorp of Wisconsin, Inc.’s common stock. As a result, stockholders other than 1895 Bancorp of Wisconsin, MHC will not be able to exercise voting control over most matters put to a vote of stockholders. 1895 Bancorp of Wisconsin, MHC will own a majority of 1895 Bancorp of Wisconsin, Inc.’s common stock after the offering and, through its board of directors, will be able to exercise voting control over most matters put to a vote of stockholders. Generally, the same directors and officers who manage PyraMax Bank, FSB will also manage 1895 Bancorp of Wisconsin, Inc. and 1895 Bancorp of Wisconsin, MHC. Our board of directors, officers or 1895 Bancorp of Wisconsin, MHC may take actions that the public stockholders believe to be contrary to their interests, including whether or not the mutual holding company should convert to stock form in a “second-step” transaction. The only matters as to which stockholders other than 1895 Bancorp of Wisconsin, MHC will be able to exercise voting control currently include any proposal to implement a stock-based benefit plan or a “second-step” conversion. In addition, 1895 Bancorp of Wisconsin, MHC may exercise its voting control to prevent a sale or merger transaction in which stockholders could receive a premium for their shares.

Our stock value may be negatively affected by our mutual holding company structure and federal regulations restricting takeovers.

1895 Bancorp of Wisconsin, MHC, as the majority stockholder of 1895 Bancorp of Wisconsin, Inc., will be able to control the outcome of virtually all matters presented to stockholders for their approval, including any proposal to acquire 1895 Bancorp of Wisconsin, Inc. Accordingly, 1895 Bancorp of Wisconsin, MHC may prevent the sale of control or merger of 1895 Bancorp of Wisconsin, Inc. or its subsidiaries even if such a transaction were favored by a majority of the public stockholders of 1895 Bancorp of Wisconsin, Inc. The board of directors of PyraMax Bank, FSB has decided to form a mutual holding company rather than undertake a standard conversion to stock form in part because the mutual holding company structure will allow our board of directors to control the future of 1895 Bancorp of Wisconsin, Inc. and its subsidiaries. Additionally, although federal regulations permit a mutual holding company to be acquired by a mutual institution in a remutualization transaction, such transactions may be unlikely because of the heightened regulatory scrutiny given to such transactions.

For three years following the offering, federal regulations prohibit any person from acquiring or offering to acquire more than 10% of our common stock without the prior written approval of the Federal Reserve Board and/or the Office of the Comptroller of the Currency. Moreover, current Federal Reserve Board and Office of the Comptroller of the Currency policy prohibits the acquisition of a mutual holding company subsidiary by any person or entity other than a mutual holding company or a mutual institution, and restricts the terms of permissible acquisitions. See “Restrictions on the Acquisition of 1895 Bancorp of Wisconsin, Inc. and PyraMax Bank, FSB” for a discussion of applicable Federal Reserve Board regulations regarding acquisitions.

The corporate governance provisions in our charter and bylaws may prevent or impede the holders of a minority of our common stock from obtaining representation on our board of directors and may also prevent or impede a change in control.

Provisions in our charter and bylaws may prevent or impede holders of a minority of our common stock from obtaining representation on our board of directors. For example, our board of directors will be divided into three classes with staggered three-year terms. A classified board makes it more difficult for stockholders to change a majority of the directors because it generally takes at least two annual elections of directors for this to occur. Second, our charter provides that there will not be cumulative voting by stockholders for the election of our directors, which means that 1895 Bancorp of Wisconsin, MHC, as the holder of a majority of the shares eligible to be voted at a meeting of stockholders, may elect all of our directors to be elected at that meeting. Also, we have the ability to issue preferred stock with voting rights to third parties who may be friendly to our board of directors.

 

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In addition, a section in 1895 Bancorp of Wisconsin, Inc.’s charter will generally provide that, for a period of five years from the closing of the offering, no person, other than 1895 Bancorp of Wisconsin, MHC, may directly or indirectly offer to acquire or acquire the beneficial ownership of more than 10% of any class of equity security of 1895 Bancorp of Wisconsin, Inc. held by persons other than 1895 Bancorp of Wisconsin, MHC, and that any shares acquired in excess of this limit will not be entitled to be voted and will not be counted as voting stock in connection with any matters submitted to the stockholders for a vote. PyraMax Bank, FSB’s charter will contain a similar provision, except the ownership restriction will apply to persons other than 1895 Bancorp of Wisconsin, MHC and 1895 Bancorp of Wisconsin, Inc.

Our management team has limited experience managing a public company, and regulatory compliance may divert its attention from the day-to-day management of our business.

Our management team has limited experience managing a publicly traded company or complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently manage our transition to a public company, which will be subject to significant regulatory oversight and reporting obligations under the federal securities laws. In particular, these new obligations will require substantial attention from our management team and may divert their attention away from the day-to-day management of our business, which could materially and adversely impact our business operations.

You may not receive dividends on our common stock.

Holders of our common stock are only entitled to receive such dividends as our board of directors may declare out of funds legally available for such payments. We do not currently intend to pay dividends on our common stock following completion of our offering. The declaration and payment of future cash dividends will be subject to, among other things, regulatory restrictions, our then current and projected consolidated operating results, financial condition, tax considerations, future growth plans, general economic conditions, and other factors our board of directors deems relevant. In particular, we will be limited in our ability to pay dividends only to our public stockholders, under the regulations that have been implemented by the Federal Reserve Board following the enactment of the Dodd-Frank Act with regard to dividend waivers by mutual holding companies. See “Our Policy Regarding Dividends,” “Regulation and Supervision—Federal Banking Regulation—Capital Requirements,” “Federal Banking Regulation—Capital Distributions” and “—Holding Company Regulation—Waivers of Dividends by 1895 Bancorp of Wisconsin, MHC.”

1895 Bancorp of Wisconsin, Inc. will depend primarily upon the proceeds it retains from the offering as well as earnings of PyraMax Bank, FSB to provide funds to pay dividends on our common stock. The payment of dividends by PyraMax Bank, FSB also is subject to certain regulatory restrictions. Federal law generally prohibits a depository institution from making any capital distributions (including payment of a dividend) to its parent holding company if the depository institution would thereafter be or continue to be undercapitalized, and dividends by a depository institution are subject to additional limitations.

As a result, any payment of dividends in the future by 1895 Bancorp of Wisconsin, Inc. will depend, in large part, on PyraMax Bank, FSB’s ability to satisfy these regulatory restrictions and its earnings, capital requirements, financial condition and other factors.

Under current law, if we declare dividends on our common stock, 1895 Bancorp of Wisconsin, MHC will be restricted from waiving the receipt of dividends.

1895 Bancorp of Wisconsin, Inc.’s board of directors will have the authority to declare dividends on our common stock, subject to statutory and regulatory requirements. If 1895 Bancorp of Wisconsin, Inc. pays dividends to its stockholders, it also will be required to pay dividends to 1895 Bancorp of Wisconsin, MHC, unless 1895 Bancorp of Wisconsin, MHC is permitted by the Federal Reserve Board to waive the receipt of dividends. The Federal Reserve Board’s current regulations significantly restrict the ability of newly organized mutual holding companies to waive dividends declared by their subsidiaries. Accordingly, because dividends would likely be required to be paid to 1895 Bancorp of Wisconsin, MHC along with all other stockholders, the amount of dividends available for all other stockholders will be less than if 1895 Bancorp of Wisconsin, MHC were to waive the receipt of dividends.

You may not be able to sell your shares of common stock until you have received a statement reflecting ownership of shares, which will affect your ability to take advantage of changes in the stock price immediately following the offering.

A statement reflecting ownership of shares of common stock purchased in the offering may not be delivered for several days after the completion of the offering and the commencement of trading in the common stock. Your ability to sell the shares of common stock before receiving your ownership statement will depend on arrangements you may make with a brokerage firm, and you may not be able to sell your shares of common stock until you have received your ownership statement. As a result, you may not be able to take advantage of fluctuations in the price of the common stock immediately following the offering.

 

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We are an emerging growth company, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors.

We are an emerging growth company, and, for as long as we continue to be an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including, but not limited to, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation or on any golden parachute payments not previously approved. As an emerging growth company, we also will not be subject to Section 404(b) of the Sarbanes-Oxley Act of 2002, which would require that our independent auditors review and attest as to the effectiveness of our internal control over financial reporting. We have also elected to use the extended transition period to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. Accordingly, our financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards.

We could remain an “emerging growth company” for up to five years, or until the earliest of (a) the last day of the first fiscal year in which our annual gross revenues exceed $1.07 billion, (b) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (c) the date on which we have issued more than $1.0 billion in non-convertible debt during the preceding three-year period.

As a result, our stockholders may not have access to certain information they may deem important, and investors may find our common stock less attractive if we choose to rely on these exemptions. This could result in a less active trading market for our common stock and the price of our common stock may be more volatile.

Risks Related to the Charitable Foundation

The contribution to the charitable foundation will dilute your ownership interest and adversely affect net income in 2019.

We intend to establish and fund a new charitable foundation in connection with the reorganization and offering. We intend to contribute $100,000 in cash and 1.0% of our outstanding shares, or 55,000 shares at the midpoint of the offering range (for an aggregate contribution of $650,000, at the midpoint of the offering range, based on the $10.00 per share offering price) to this charitable foundation. The contribution will have an adverse effect on our net income for the quarter and year in which we make the issuance and contribution to the charitable foundation. The after-tax expense of the contribution is expected to reduce net income in the year of the contribution by approximately $514,000, at the midpoint of the offering range. Our 2017 net income was $1.7 million.

Our contribution to the charitable foundation may not be tax deductible, which could reduce our profits.

We may not have sufficient profits to be able to fully use the tax deduction from our contribution to the charitable foundation. Under the Internal Revenue Code, an entity is permitted to deduct up to 10% of its taxable income (generally income before federal income taxes and charitable contributions expense) in any one year for charitable contributions. Any contribution in excess of the 10% limit may be deducted for federal income tax purposes over each of the five years following the year in which the charitable contribution is made. Accordingly, a charitable contribution could, if necessary, be deducted over a six-year period and expires thereafter.

 

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SELECTED FINANCIAL AND OTHER DATA

The following tables set forth selected historical financial and other data for PyraMax Bank, FSB at the dates and for the periods indicated. It is only a summary and it should be read in conjunction with the business and financial information contained elsewhere in this prospectus, including the financial statements beginning on page F-1. The information at June 30, 2018 and for the six months ended June 30, 2018 and 2017 is not audited but, in the opinion of management, includes all adjustments necessary for a fair presentation. All adjustments are normal and recurring. The results of operations for the six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the entire year. The information at December 31, 2017 and 2016 and for the years ended December 31, 2017 and 2016 is derived in part from the audited financial statements appearing in this prospectus. The information at and for the years ended December 31, 2015, 2014 and 2013 is derived in part from financial statements not appearing in this prospectus.

 

     At June 30,      At December 31,  
     2018      2017      2016      2015      2014      2013  
     (Dollars in thousands)  

Selected Financial Condition Data:

                 

Total assets

   $ 482,617      $ 468,361      $ 450,173      $ 425,674      $ 414,448      $ 429,927  

Cash and cash equivalents

     7,995        12,497        7,779        7,192        9,790        12,997  

Securities available-for-sale

     69,296        88,955        96,458        73,010        83,885        106,712  

Loans held for sale

     1,170        217        479        339        246        953  

Loans receivable, net

     368,021        331,206        312,523        314,000        288,794        274,018  

Premises and equipment, net

     7,601        7,661        8,925        9,115        9,491        10,695  

Mortgage servicing rights, net

     2,163        2,270        2,421        2,476        2,673        2,454  

Federal Home Loan Bank stock

     1,818        1,436        2,170        1,720        2,091        2,091  

Accrued interest receivable

     1,144        1,214        1,163        1,160        1,219        1,362  

Bank owned life insurance

     13,931        13,732        13,321        12,872        12,426        11,991  

Other assets

     9,478        9,173        4,934        3,790        3,833        6,654  

Total liabilities

     444,927        429,367        412,833        388,841        378,367        392,418  

Deposits

     404,560        389,291        358,882        352,979        350,575        345,398  

Federal Home Loan Bank advances

     27,677        34,693        48,224        31,452        22,795        41,820  

Accrued interest payable

     346        340        276        208        173        333  

Other liabilities

     12,344        5,043        5,451        4,202        4,824        4,867  

Total equity

     37,690        38,994        37,340        36,833        36,081        37,509  

 

     For the Six Months
Ended June 30,
    For the Year Ended December 31,  
     2018     2017     2017     2016      2015     2014     2013  
     (Dollars in thousands)  

Selected Operating Data:

               

Interest and dividend income

   $ 8,013     $ 7,500     $ 15,256     $ 13,797      $ 13,856     $ 14,654     $ 14,808  

Interest expense

     1,948       1,591       3,361       2,685        2,556       3,139       3,761  
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Net interest income

     6,065       5,909       11,895       11,112        11,300       11,515       11,047  

Provision for loan losses

     —       —       —       —        (684     —       (600
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Net interest income after provision for loan losses

     6,065       5,909       11,895       11,112        11,984       11,515       11,647  

Non-interest income

     1,483       1,465       2,892       4,155        3,004       2,243       4,421  

Non-interest expense (1)

     8,065       6,936       16,590       14,013        14,223       16,946       14,850  
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Income (loss) before income tax expense (benefit) (2)

     (517     438       (1,803     1,254        765       (3,188     1,218  

Income tax expense (benefit) (3)

     (194     (4,589     (3,462     —        —       —       —  
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Net income (loss)

   $ (323   $ 5,027     $ 1,659     $ 1,254      $ 765     $ (3,188   $ 1,218  
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

 

(1)

For the six months ended June 30, 2018, non-interest expense included $295,000 of expenses associated with the pending sale of a branch office and a $400,000 expense relating to a large claim for non-covered procedures under our self-insured healthcare coverage program. For the year ended December 31, 2017, non-interest expense included a non-recurring $1.1 million

 

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  valuation allowance recorded to write down the value of a branch office property owned by PyraMax Bank, FSB and $880,000 of conversion costs related to a core data processing systems conversion. For the year ended December 31, 2015, non-interest expense included a non-recurring $684,000 prepayment penalty related to the prepayment of $16.0 million of Federal Home Loan Bank advances. For the year ended December 31, 2014, non-interest expense included a non-recurring $3.1 million prepayment penalty related to the prepayment of $25.0 million of Federal Home Loan Bank advances and a non-recurring loss on the sale of a building of $349,000.
(2)

For the six months ended June 30, 3018, excluding the non-recurring expenses described above, PyraMax Bank, FSB would have recorded pre-tax income of $372,000. For the year ended December 31, 2017, excluding the non-recurring expenses described above, PyraMax Bank, FSB would have recorded pre-tax income of $171,000. For the year ended December 31, 2015, excluding the non-recurring expenses described above, PyraMax Bank, FSB would have recorded pre-tax income of $1.4 million. For the year ended December 31, 2014, excluding the non-recurring expenses described above, PyraMax Bank, FSB would have recorded pre-tax income of $258,000.

(3)

For the years ended December 31, 2016, 2015, 2014 and 2013, the recorded income tax expense and the reversal of our deferred tax asset valuation allowance resulted in a net income tax expense of $0. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of PyraMax Bank, FSB — Comparison of Operating Results for the Years Ended December 31, 2017 and 2016 — Income Tax Benefit.”

 

     At or For the Six Months
Ended June 30,
    At or For the Year Ended December 31,  
     2018     2017     2017     2016     2015     2014     2013  

Performance Ratios (1):

              

Return on average assets (2)

     (0.14 )%      2.22     0.36     0.29     0.18     (0.74 )%      0.29

Return on average equity (3)

     (1.68 )%      25.42     4.02     3.26     2.06     (8.33 )%      3.14

Interest rate spread (4)

     2.65     2.71     2.67     2.70     2.83     2.79     2.71

Net interest margin (5)

     2.79     2.83     2.80     2.81     2.94     2.89     2.83

Efficiency ratio (6)

     106.86     94.06     112.19     91.79     99.43     123.17     96.00

Average interest-earning assets to average interest-bearing liabilities

     114.99     116.08     116.31     116.80     115.78     113.48     112.50

Average loans to average deposits

     90.05     84.77     85.85     87.74     89.78     83.38     80.62

Equity to assets (7)

     8.16     8.75     8.95     9.02     8.94     8.86     9.13

Capital Ratios:

              

Tier 1 capital (to adjusted total assets)

     7.46     8.52     7.35     8.41     8.50     8.40     8.79

Tier I capital (to risk-weighted assets)

     9.70     12.27     11.07     11.31     11.53     10.98     11.90

Total capital (to risk-weighted assets)

     10.55     13.24     12.05     12.22     12.52     12.16     13.11

Common equity Tier 1 capital (to risk-weighted assets)

     9.70     12.27     11.07     11.31     11.53     10.98     11.90

Asset Quality Ratios:

              

Allowance for loan losses as a percent of total loans

     0.83     0.95     0.93     0.95     0.97     1.28     1.38

Allowance for loan losses as a percent of non-performing loans

     167.40     143.98     163.90     100.39     66.35     74.69     37.49

Net charge-offs (recoveries) to average outstanding loans during the period

     —        0.01     0.03     (0.03 )%      0.01     (0.03 )%      (0.35 )% 

Non-performing loans as a percent of total loans

     0.50     0.66     0.57     0.96     1.47     1.71     3.69

Non-performing assets as a percent of total assets

     0.38     0.46     0.40     0.67     1.09     1.21     2.82

Other Data:

              

Number of offices (8)

     9       9       9       8       8       8       8  

Number of full-time equivalent employees

     118       116       111       113       104       107       111  

 

(1)

Performance ratios for the six months ended June 30, 2018 and 2017 are annualized.

 

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(2)

Represents net income divided by average total assets. For the six months ended June 30, 2017 and the year ended December 31, 2017, reflects the reversal of our deferred tax asset valuation in the amount of $4.8 million.

(3)

Represents net income divided by average equity. For the six months ended June 30, 2017 and the year ended December 31, 2017, reflects the reversal of our deferred tax asset valuation in the amount of $4.8 million.

(4)

Represents the difference between the weighted average yield on average interest-earning assets and the weighted average cost on average interest-bearing liabilities. Tax exempt income is reported on a tax equivalent basis using a combined federal and state marginal tax rate of 29% for 2018 and 42% for the previous periods.

(5)

Represents net interest income as a percent of average interest-earning assets. Tax exempt income is reported on a tax equivalent basis using a combined federal and state marginal tax rate of 29% for 2018 and 42% for the previous periods.

(6)

Represents non-interest expense divided by the sum of net interest income and non-interest income.

(7)

Represents average equity divided by average total assets.

(8)

We have entered into an agreement to sell our branch located at 1605 West Mitchell Street, Milwaukee, Wisconsin, and anticipate completing that branch sale in the first quarter of 2019, pending regulatory approval.

 

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RECENT DEVELOPMENTS

The following tables set forth selected historical financial and other data for PyraMax Bank, FSB at the dates and for the periods indicated. The information at December 31, 2017 was derived from the audited financial statements of PyraMax Bank, FSB included elsewhere in this prospectus. The information at and for the three and nine months ended September 30, 2018 and 2017 is not audited but, in the opinion of management, includes all adjustments necessary for a fair presentation. All adjustments are normal and recurring. The results of operations for the three and nine months ended September 30, 2018 and 2017 are not necessarily indicative of the results that may be expected for the entire year. The following information is only a summary and should be read in conjunction with PyraMax Bank, FSB’s financial statements and the notes to the financial statements beginning on page F-1 of this prospectus.

 

     At September 30, 2018      At December 31, 2017  
     (Dollars in thousands)  

Selected Financial Condition:

     

Total assets

   $ 482,844      $ 468,361  

Cash and cash equivalents

     8,956        12,497  

Securities available-for-sale

     66,875        88,955  

Loans held for sale

     901        217  

Loans receivable, net

     369,973        331,206  

Premises and equipment, net

     7,851        7,661  

Mortgage servicing rights, net

     2,137        2,270  

Federal Home Loan Bank stock

     1,525        1,436  

Accrued interest receivable

     1,223        1,214  

Bank owned life insurance

     13,302        13,732  

Other assets

     10,101        9,173  

Total liabilities

     445,095        429,367  

Deposits

     392,296        389,291  

Federal Home Loan Bank advances

     36,668        34,693  

Accrued interest payable

     343        340  

Other liabilities

     15,788        5,043  

Total equity

     37,749        39,994  

 

     For the Three Months Ended
September 30,
     For the Nine Months Ended
September 30,
 
     2018      2017      2018      2017  
     (Dollars in thousands)  

Selected Operating Data:

           

Interest and dividend income

   $ 4,236      $ 3,771      $ 12,249      $ 11,271  

Interest expense

     1,100        850        3,048        2,441  
  

 

 

    

 

 

    

 

 

    

 

 

 

Net interest income

     3,136        2,921        9,201        8,830  

Provision for loan losses

     —          —          —          —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Net interest income after provision for loan losses

     3,136        2,921        9,201        8,830  

Non-interest income

     794        740        2,277        2,205  

Non-interest expense

     3,677        3,390        11,742        10,326  
  

 

 

    

 

 

    

 

 

    

 

 

 

Income (loss) before income tax expense (benefit)

     253        271        (264      709  

Income tax expense (benefit)

     8        86        (186      (4,503
  

 

 

    

 

 

    

 

 

    

 

 

 

Net income (loss)

   $ 245      $ 185      $ (78    $ 5,212  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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     At or For the Three
Months Ended
September 30,
    At or For the Nine
Months Ended

September 30,
 
     2018     2017     2018     2017  
        

Performance Ratios (1):

        

Return on average assets (2)

     0.21     0.16     (0.02 )%      1.53

Return on average equity (3)

     2.58     1.71     (0.27 )%      17.03

Interest rate spread (4)

     2.67     2.63     2.66     2.68

Net interest margin (5)

     2.84     2.76     2.80     2.81

Efficiency ratio (6)

     93.55     92.61     102.29     93.58

Average interest-earning assets to average interest-bearing liabilities

     116.43     116.41     115.55     116.19

Average loans to average deposits

     91.13     85.21     91.22     86.55

Equity to assets (7)

     7.95     9.40     8.09     8.97

Capital Ratios:

        

Average equity to average assets

     7.95     9.40     8.09     8.97

Tier 1 capital (to adjusted total assets)

     7.41     8.43     7.41     8.43

Tier 1 capital (to risk-weighted assets)

     9.62     12.00     9.62     12.00

Total capital (to risk-weighted assets)

     10.51     12.96     10.51     12.96

Common equity Tier 1 capital (to risk-weighted assets)

     9.62     12.00     9.62     12.00

Asset Quality Ratios:

        

Allowance for loan losses as a percent of total gross loans

     0.87     0.93     0.87     0.93

Allowance for loan losses as a percent of non-performing loans

     198.56     153.60     198.56     153.60

Net charge-offs (recoveries) to average loans outstanding during the period

     (0.04 )%      (0.02 )%      (0.04 )%      (0.02 )% 

Non-performing loans as a percent of total gross loans

     0.44     0.61     0.44     0.61

Non-performing assets as a percent of total assets

     0.34     0.43     0.34     0.43

Other Data:

        

Number of full-service offices (8)

     9       9       9       9  

Number of full-time equivalent employees

     118       113       118       118  

 

 

(1)

Performance ratios are annualized.

(2)

Represents net income divided by average total assets. For the three and nine months ended September 30, 2017, reflects the reversal of our deferred tax asset valuation in the amount of $0 and $4.8 million, respectively. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of PyraMax Bank, FSB— Comparison of Operating Results for the Years Ended December 31, 2017 and 2016— Income Tax Expense (Benefit).”

(3)

Represents net income divided by average equity. For the three and nine months ended September 30, 2017, reflects the reversal of our deferred tax asset valuation in the amount of $0 and $4.8 million, respectively. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of PyraMax Bank, FSB— Comparison of Operating Results for the Years Ended December 31, 2017 and 2016— Income Tax Expense (Benefit).”

(4)

Represents the difference between the weighted average yield on average interest-earning assets and the weighted average cost on average interest-bearing liabilities. Tax exempt income is reported on a tax equivalent basis using a combined federal and state marginal tax rate of 29% for the 2018 periods and 42% for the 2017 periods.

(5)

Represents net interest income as a percent of average interest-earning assets. Tax exempt income is reported on a tax equivalent basis using a combined federal and state marginal tax rate of 29% for the 2018 periods and 42% for the 2017 periods.

(6)

Represents non-interest expense divided by the sum of net interest income and non-interest income.

(7)

Represents average equity divided by average total assets.

(8)

We have entered into an agreement to sell our branch located at 1605 West Mitchell Street, Milwaukee, Wisconsin, and anticipate completing that branch sale in the first quarter of 2019, pending regulatory approval.

 

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Comparison of Financial Condition at September 30, 2018 and December 31, 2017

Total Assets. Total assets increased $14.5 million, or 3.1%, to $482.8 million at September 30, 2018 from $468.4 million at December 31, 2017. The increase resulted primarily from an increase in net loans of $38.8 million, partially offset by decreases in available-for-sale securities of $22.1 million and cash and cash equivalents of $3.5 million.

Cash and Cash Equivalents. Cash and cash equivalents decreased $3.5 million, or 28.3%, to $9.0 million at September 30, 2018 from $12.5 million at December 31, 2017. The decrease resulted primarily from normal seasonal fluctuations in mortgage escrow accounts.

Net Loans. Net loans increased $38.8 million, or 11.7%, to $370.0 million at September 30, 2018 from $331.2 million at December 31, 2017. The increase resulted from increases in commercial, commercial real estate and residential real estate–first mortgages of $13.1 million, $27.4 million and $3.3 million respectively. These increases were the result of increased marketing efforts, as well as a strong local economy, which drove increased demand for rental units. These increases were partially offset by decreases in home equity and lines of credit and other consumer loans of $4.5 million and $500,000 respectively.

Securities Available-for-Sale. Securities available-for-sale decreased $22.1 million, or 24.8%, to $66.9 million at September 30, 2018 from $89.0 million at December 31, 2017. During this period, $14.4 million of securities were sold to generate liquidity to support loan growth while $7.7 million of principle payments were received.

Deposits. Deposits increased $3.0 million, or 0.8%, to $392.3 million at September 30, 2018 from $389.3 million at December 31, 2017. Money market, certificate of deposit and interest–bearing checking accounts increased $6.5 million, $1.2 million and $100,000 respectively. Money market accounts increased significantly in 2018 due to the addition of two large accounts totaling $18.0 million sourced from the Treasury Management department. These accounts are of a short-term nature and are expected to liquidate by December 31, 2018. Our strategy for deposit generation is to use targeted, special duration certificates of deposit and money market accounts which do not have a negative impact on our normal pricing structure for existing accounts. These increases were partially offset by decreases in non-interest bearing checking accounts and statement savings accounts of $2.8 million and $2.0 million respectively.

Borrowings. Borrowings, consisting entirely of Federal Home Loan Bank advances, totaled $36.7 million at September 30, 2018 compared to $34.7 million at December 31, 2017.

Other Liabilities. Other liabilities increased $10.7 million, or 213.1%, to $15.8 million at September 30, 2018 from $5.0 million at December 31, 2017. Included in Other Liabilities were mortgage escrow accounts which increased $10.6 million as tax and insurance escrow payments were received.

Total Equity. Total equity decreased $2.2 million, or 5.6%, to $37.7 million at September 30, 2018 from $39.0 million at December 31, 2017. The decrease primarily resulted from $1.2 million net of tax unrealized losses on available-for-sale securities and a net operating loss of $78,000 for the nine months ended September 30, 2018.

Comparison of Operating Results for the Three Months Ended September 30, 2018 and 2017

General. We recorded net income of $245,000 for the three months ended September 30, 2018, compared to net income of $185,000 for the three months ended September 30, 2017, an increase of $60,000, or 32.4%. The increase in net income was primarily due to a $215,000 increase in net interest income and a $78,000 decrease in income tax expense in the 2018 period.

Interest and Dividend Income. Interest and dividend income increased $465,000, or 12.3%, to $4.2 million for the three months ended September 30, 2018 from $3.8 million for the three months ended September 30, 2017. The increase was primarily attributable to an increase in the average balance of loans of $44.0 million from $326.9 million for the 2017 period to $370.9 million for the 2018 period.

Interest Expense. Interest expense increased $250,000, or 29.4%, to $1.1 million for the three months ended September 30, 2018, from $850,000 for the three months ended September 30, 2017, as the average balance of interest bearing liabilities increased $16.2 million from $363.7 million for the 2017 period to $379.9 million for the 2018 period, and rates on interest bearing liabilities increased 22 basis points.

Net Interest Income. Net interest income increased $215,000, or 7.4%, to $3.1 million for the three months ended September 30, 2018 from $2.9 million for the three months ended September 30, 2017. Average interest-earning assets increased $18.9 million, or 4.5%, to $442.3 million for the 2018 quarter from $423.4 million for the 2017 quarter. The increase was due primarily to an increase in the average balance of loans. Our net interest rate spread increased to 2.67% for the three months ended September 30, 2018 from 2.63% for the three months ended September 30, 2017, and our net interest margin increased to 2.84% for the 2018 quarter from 2.76% for the 2017 quarter.

 

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Provision for Loan Losses. We recorded no provision for loan losses for the three months ended September 30, 2018 or September 30, 2017, respectively. The allowance for loan losses was $3.2 million, or 0.87% of total loans, at September 30, 2018, compared to $3.1 million, or 0.93% of total loans, at September 30, 2017. Non-performing loans constituted 0.44% of total gross loans at September 30, 2018, compared to 0.61% of total gross loans at September 30, 2017. Net recoveries for the three months ended September 30, 2018 were $150,000 compared to net recoveries of $62,000 for the prior year period.

Non-interest Income. Non-interest income increased $54,000, or 7.3%, to $794,000 for the three months ended September 30, 2018 from $740,000 for the three months ended September 30, 2017.

Non-interest Expense. Non-interest expense increased $287,000, or 8.5%, to $3.7 million for the three months ended September 30, 2018 from $3.4 million for the three months ended September 30, 2017. The increase was due primarily to a 284,000, or 18.5%, increase in salary and incentive payment costs and a $79,000, or 36.9%, increase in health insurance costs. We anticipate that our healthcare insurance costs will decrease in the fourth quarter of this year as large claims for non-covered procedures have already been paid. Given that we self-insure for health insurance, increases in healthcare coverage costs are recorded as non-interest expense when they become probable and reasonably estimable. We evaluate the cost of self-insurance versus traditional indemnity insurance annually.

Upon consummation of the reorganization and stock offering, we expect non-interest expense to increase because of costs associated with operating as a public company and increased compensation costs related to possible implementation of a stock-based benefit plan, if approved by our stockholders.

Income Tax Expense. We recorded an income tax expense of $8,000 for the three months ended September 30, 2018 compared to an income tax expense of $86,000 for the three months ended September 30, 2017, a decrease of $78,000, or 90.7%, resulting from a $120,000 increase in non-taxable income and a reduction in the combined State and Federal tax rate from 42% in 2017 to 29% in 2018.

Comparison of Operating Results for the Nine Months Ended September 30, 2018 and 2017

General. We had a net loss of $78,000 for the nine months ended September 30, 2018, compared to net income of $5.2 million for the nine months ended September 30, 2017, a decrease of $5.3 million, or 101.5%. The decrease in net income was primarily due to the due to the reversal of a $4.5 million deferred tax valuation allowance during the nine months ended September 30, 2017 compared to an income tax benefit of $186,000 during the nine months ended September 30, 2018.

Interest and Dividend Income. Interest and dividend income increased $978,000, or 8.7%, to $12.2 million for the nine months ended September 30, 2018 from $11.3 million for the nine months ended September 30, 2017. The increase was primarily attributable to a $39.0 million, or 12.1%, increase in the average balance of loans outstanding.

Interest Expense. Interest expense increased $607,000, or 24.9%, to $3.0 million for the nine months ended September 30, 2018, from $2.4 million for the nine months ended September 30, 2017, as the average balance of interest bearing liabilities increased $17.5 million, or 4.8%, to $378.6 million for the 2018 period from $361.1 million for the 2017 period, and rates on interest bearing liabilities increased 17 basis points.

Net Interest Income. Net interest income increased $371,000, or 4.2%, to $9.2 million for the nine months ended September 30, 2018 from $8.8 million for the nine months ended September 30, 2017. Average interest-earning assets increased $17.9 million, or 4.3%, to $437.4 million for the 2018 period from $419.5 million for the 2017 period. The increase was due primarily to an increase in the average balance of loans. Our net interest rate spread decreased to 2.66% for the nine months ended September 30, 2018 from 2.68% for the nine months ended September 30, 2017, and our net interest margin decreased to 2.80% for the 2018 period from 2.81% for the 2017 period.

Provision for Loan Losses. We recorded no provision for loan losses for the nine months ended September 30, 2018 or September 30, 2017, respectively. The allowance for loan losses was $3.2 million, or 0.87% of total loans, at September 30, 2018, compared to $3.1 million, or 0.93% of total loans, at September 30, 2017. Non-performing loans constituted 0.44% of total gross loans at September 30, 2018, compared to 0.61% of total gross loans at September 30, 2017. Net recoveries for the nine months ended September 30, 2018 were $149,000 compared to net recoveries of $61,000 for the prior year period.

Non-interest Income. Non-interest income increased $72,000, or 3.3%, to $2.3 million for the nine months ended September 30, 2018 from $2.2 million for the nine months ended September 30, 2017.

 

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Non-interest Expense. Non-interest expense increased $1.4 million, or 13.7%, to $11.7 million for the nine months ended September 30, 2018 from $10.3 million for the nine months ended September 30, 2017. The increase was due primarily to a $825,000, or 17.8%, increase in salary and incentive payment costs and a $566,000, or 71.3%, increase in health insurance costs. We anticipate that our healthcare insurance costs will decrease in the fourth quarter of this year as large claims for non-covered procedures have already been paid. Given that we self-insure for health insurance, increases in healthcare coverage costs are recorded as non-interest expense when they become probable and reasonably estimable. We evaluate the cost of self-insurance versus traditional indemnity insurance annually.

Upon consummation of the reorganization and stock offering, we expect non-interest expense to increase because of costs associated with operating as a public company and increased compensation costs related to possible implementation of a stock-based benefit plan, if approved by our stockholders.

Income Tax Benefit. We recorded an income tax benefit of $186,000 for the nine months ended September 30, 2018 compared to an income tax benefit of $4.8 million for the nine months ended September 30, 2017, a decrease of $4.3 million, or 95.9%, resulting from the reversal of a $4.5 million deferred tax valuation allowance during the nine months ended September 30, 2017 and a reduction in the combined State and Federal tax rate from 42% in 2017 to 29% in 2018. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of PyraMax, FSB – Comparison of Operating Results for the Years Ended December 31, 2017 and 2016 – Income Tax Benefit.”

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “assume,” “plan,” “seek,” “expect,” “will,” “may,” “should,” “indicate,” “would,” “contemplate,” “continue,” “target” and words of similar meaning. These forward-looking statements include, but are not limited to:

 

   

statements of our goals, intentions and expectations;

 

   

statements regarding our business plans, prospects, growth and operating strategies;

 

   

statements regarding the quality of our loan and investment portfolios; and

 

   

estimates of our risks and future costs and benefits.

These forward-looking statements are based on our current beliefs and expectations and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. We are under no duty to and do not take any obligation to update any forward-looking statements after the date of this prospectus.

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

 

   

general economic conditions, either nationally or in our market areas, that are worse than expected;

 

   

changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses;

 

   

our ability to access cost-effective funding;

 

   

fluctuations in real estate values and both residential and commercial real estate market conditions;

 

   

demand for loans and deposits in our market area;

 

   

our ability to implement and change our business strategies;

 

   

competition among depository and other financial institutions;

 

   

inflation and changes in the interest rate environment that reduce our margins and yields, our mortgage banking revenues, the fair value of financial instruments or our level of loan originations, or increase the level of defaults, losses and prepayments on loans we have made and make;

 

   

adverse changes in the securities or secondary mortgage markets;

 

   

changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements, including as a result of Basel III;

 

   

the impact of the Dodd-Frank Act and the implementing regulations;

 

   

changes in the quality or composition of our loan or investment portfolios;

 

   

technological changes that may be more difficult or expensive than expected;

 

   

the inability of third-party providers to perform as expected;

 

   

our ability to manage market risk, credit risk and operational risk in the current economic environment;

 

   

our ability to enter new markets successfully and capitalize on growth opportunities;

 

   

our ability to successfully integrate into our operations any assets, liabilities, customers, systems and management personnel we may acquire and our ability to realize related revenue synergies and cost savings within expected time frames, and any goodwill charges related thereto;

 

   

changes in consumer spending, borrowing and savings habits;

 

   

changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission or the Public Company Accounting Oversight Board;

 

   

our ability to retain key employees;

 

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our compensation expense associated with equity allocated or awarded to our employees; and

 

   

changes in the financial condition, results of operations or future prospects of issuers of securities that we own.

Because of these and a wide variety of other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. Please see “Risk Factors” beginning on page 17.

HOW WE INTEND TO USE THE PROCEEDS FROM THE OFFERING

Although we will not be able to determine the amount of actual net proceeds we will receive from the sale of shares of common stock until the offering is completed, we anticipate that the net proceeds will be between $19.1 million and $26.3 million, or $30.5 million if the offering is increased by 15%.

1895 Bancorp of Wisconsin, Inc. intends to distribute the net proceeds from the offering as follows:

 

     Based Upon the Sale at $10.00 Per Share of  
     2,057,000 Shares at
Minimum of Offering
Range
    2,420,000 Shares at
Midpoint of Offering
Range
    2,783,000 Shares at
Maximum of Offering
Range
    3,200,450 Shares at
Adjusted Maximum of
Offering Range (1)
 
     Amount     Percent of
Net
Proceeds
    Amount     Percent of
Net
Proceeds
    Amount     Percent of
Net
Proceeds
    Amount     Percent of
Net
Proceeds
 
     (Dollars in thousands)  

Offering proceeds

   $ 20,570       $ 24,200       $ 27,830       $ 32,005    

Less: estimated offering expenses

     (1,500       (1,500       (1,500       (1,500  
  

 

 

     

 

 

     

 

 

     

 

 

   

Net offering proceeds

   $ 19,070       100.00   $ 22,700       100.00   $ 26,330       100.00   $ 30,505       100.00
  

 

 

     

 

 

     

 

 

     

 

 

   

Less:

                

Amount contributed to 1895 Bancorp of Wisconsin, MHC

   $ (100     (0.52 )%    $ (100     (0.44 )%    $ (100     (0.38 )%    $ (100     (0.33 )% 

Cash contribution to foundation

   $ (100     (0.52 )%    $ (100     (0.44 )%    $ (100     (0.38 )%    $ (100     (0.33 )% 

Proceeds contributed to PyraMax Bank, FSB

   $ (9,535     (50.00 )%    $ (11,350     (50.00 )%    $ (13,165     (50.00 )%    $ (15,253     (50.00 )% 

Proceeds used for loan to employee stock ownership plan (2)

   $ (1,833     (9.61 )%    $ (2,156     (9.50 )%    $ (2,479     (9.42 )%    $ (2,851     (9.35 )% 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Proceeds retained by 1895 Bancorp of Wisconsin, Inc.

   $ 7,502       39.34   $ 8,994       39.62   $ 10,486       39.83   $ 12,201       40.00
  

 

 

     

 

 

     

 

 

     

 

 

   

 

 

(1)

As adjusted to give effect to an increase in the number of shares, which could occur due to a 15% increase in the offering range to reflect demand for the shares or changes in market conditions following the commencement of the offering.

(2)

The employee stock ownership plan (“ESOP”) will purchase 3.92% of our outstanding shares (including shares issued to 1895 Bancorp of Wisconsin, MHC and shares contributed to the charitable foundation) with the ESOP obtaining the funds to purchase the shares from a loan made available by 1895 Bancorp of Wisconsin, Inc. to the ESOP. The loan will be repaid principally through PyraMax Bank, FSB’s contribution to the ESOP and dividends payable on common stock held by the ESOP over the anticipated 25-year term of the loan. The interest rate for the ESOP loan is expected to be equal to the prime rate, as published in The Wall Street Journal, on the closing date of the offering.

The net proceeds may vary because total expenses relating to the reorganization and offering may be more or less than our estimates. For example, our expenses would increase if a syndicated community offering were used to sell shares of common stock not purchased in the subscription offering and the community offering. See “The Reorganization and Offering—Plan of Distribution and Marketing Arrangements” for a discussion of fees to be paid in the event that shares are sold in a syndicated community offering. Payments for shares made through withdrawals from existing deposit accounts will not result in the receipt of new funds for investment but will result in a reduction of PyraMax Bank, FSB’s deposits. PyraMax Bank, FSB will receive at least 50% of the net proceeds of the offering.

 

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Use of Proceeds Retained by 1895 Bancorp of Wisconsin, Inc.

1895 Bancorp of Wisconsin, Inc.:

 

   

intends to initially invest the proceeds that it retains in interest-earning deposits and in securities, including securities issued by the U.S. government and its agencies or government sponsored enterprises, mortgage-backed securities, and other securities as permitted by our investment policy. See “Business of PyraMax Bank, FSB—Investment Activities;”

 

   

may, in the future, use a portion of the proceeds that it retains to pay cash dividends or to repurchase shares of our common stock, although under current federal regulations we may not repurchase shares of our common stock during the first year following the reorganization and offering, except to fund stock-based benefit plans or when extraordinary circumstances exist with prior regulatory approval;

 

   

may, in the future, use a portion of the proceeds that it retains to finance acquisitions of financial institutions, or branches thereof, or other financial services businesses, or to expand through de novo branching, although no specific transactions are being considered at this time and no specific expansion is being considered at this time; and

 

   

expects to use the proceeds that it retains from time to time for other general corporate purposes.

Use of Proceeds Received by PyraMax Bank, FSB

PyraMax Bank, FSB:

 

   

intends to use a portion of the proceeds received to increase our lending capacity by providing us with additional capital to support new loans and higher lending limits;

 

   

intends to use a portion of the proceeds received to fund new one- to four-family residential mortgage loans, commercial real estate loans (which includes non-owner occupied commercial real estate, multi-family, owner occupied commercial real estate and one- to four-family non-owner occupied loans) and commercial loans (which includes commercial and industrial loans) and, to a lesser extent, other loans, in accordance with our business plan and lending guidelines. See “Business of PyraMax Bank, FSB—Lending Activities;”

 

   

may use a portion of the proceeds received to support new loan, deposit and other financial products and services if our board of directors determines that such products will help us compete more effectively in our market area or increase our financial performance;

 

   

may invest a portion of the proceeds received in securities issued by the U.S. government and its agencies or government sponsored enterprises, mortgage-backed securities, and other securities as permitted by our investment policy. See “Business of PyraMax Bank, FSB—Investment Activities;”

 

   

may, in the future, use a portion of the proceeds received to expand our retail banking franchise, by acquiring other financial institutions, branch offices or other financial services businesses, or establishing new branches or loan production offices, although no specific transactions are being considered at this time; and

 

   

expects to use the proceeds received from time to time for other general corporate purposes.

The use of the proceeds by 1895 Bancorp of Wisconsin, Inc. and PyraMax Bank, FSB may change based on changes in interest rates, equity markets, laws and regulations affecting the financial services industry, our relative position in the financial services industry, the attractiveness of potential acquisitions to expand our operations, and overall market conditions.

 

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OUR POLICY REGARDING DIVIDENDS

We do not currently intend to pay dividends on our common stock following completion of the offering. In the event that we do determine to pay dividends in the future, the payment and amount of any dividends will depend upon a number of factors, including the following: regulatory capital requirements; our financial condition and results of operations; our other uses of funds for the long-term value of stockholders; tax considerations; the Federal Reserve Board’s current regulations restricting the waiver of dividends by mutual holding companies; statutory and regulatory limitations; and general economic conditions.

The Federal Reserve Board has issued a policy statement providing that dividends should be paid only out of current earnings and only if our prospective rate of earnings retention is consistent with our capital needs, asset quality and overall financial condition. Regulatory guidance also provides for prior regulatory consultation with respect to capital distributions in certain circumstances such as where the holding company’s net income for the past four quarters, net of dividends previously paid over that period, is insufficient to fully fund the dividend or the holding company’s overall rate or earnings retention is inconsistent with its capital needs and overall financial condition. In addition, PyraMax Bank, FSB’s ability to pay dividends will be limited if it does not have the capital conservation buffer required by the new capital rules, which may limit our ability to pay dividends to stockholders. See “Regulation and Supervision—Federal Banking Regulation—Capital Requirements.” No assurances can be given that any dividends will be paid or that, if paid, will not be reduced or eliminated in the future. Special cash dividends, stock dividends or returns of capital, to the extent permitted by regulations and policies of the Federal Reserve Board and the Office of the Comptroller of the Currency, may be paid in addition to, or in lieu of, regular cash dividends.

1895 Bancorp of Wisconsin, Inc. will file a consolidated federal tax return with PyraMax Bank, FSB. Accordingly, it is anticipated that any cash distributions that 1895 Bancorp of Wisconsin, Inc. makes to its stockholders would be treated as cash dividends and not as a non-taxable return of capital for federal and state tax purposes. Additionally, pursuant to regulations of the Federal Reserve Board, during the three-year period following the offering, 1895 Bancorp of Wisconsin, Inc. will not take any action to declare an extraordinary dividend to its stockholders that would be treated by recipients as a tax-free return of capital for federal income tax purposes.

Pursuant to our charter, we are authorized to issue preferred stock. If we issue preferred stock, the holders thereof may have a priority over the holders of our shares of common stock with respect to the payment of dividends. For a further discussion concerning the payment of dividends on our shares of common stock, see “Description of Capital Stock of 1895 Bancorp of Wisconsin, Inc.—Common Stock.” Dividends we can declare and pay will depend, in part, upon receipt of dividends from PyraMax Bank, FSB, because initially we will have no source of income other than dividends from PyraMax Bank, FSB and earnings from the investment of the net proceeds from the sale of shares of common stock retained by 1895 Bancorp of Wisconsin, Inc. and interest payments received in connection with the loan to the employee stock ownership plan. Regulations of the Federal Reserve Board and the Office of the Comptroller of the Currency impose limitations on “capital distributions” by savings institutions. See “Regulation and Supervision—Federal Banking Regulation—Capital Distributions.”

Any payment of dividends by PyraMax Bank, FSB to 1895 Bancorp of Wisconsin, Inc. that would be deemed to be drawn out of PyraMax Bank, FSB’s bad debt reserves, if any, would require a payment of taxes at the then-current tax rate by PyraMax Bank, FSB on the amount of earnings deemed to be removed from the reserves for such distribution. PyraMax Bank, FSB does not intend to make any distribution to 1895 Bancorp of Wisconsin, Inc. that would create such a federal tax liability. See “Taxation.”

If 1895 Bancorp of Wisconsin, Inc. pays dividends to its stockholders, it will likely pay dividends to 1895 Bancorp of Wisconsin, MHC. The Federal Reserve Board’s current regulations significantly restrict the ability of mutual holding companies organized after December 1, 2009 to waive dividends declared by their subsidiaries. Accordingly, we do not currently anticipate that 1895 Bancorp of Wisconsin, MHC will waive dividends paid by 1895 Bancorp of Wisconsin, Inc. See “Risk Factors—Risks Related to the Offering—Under current law, if we declare dividends on our common stock, 1895 Bancorp of Wisconsin, MHC will be restricted from waiving the receipt of dividends.”

MARKET FOR THE COMMON STOCK

1895 Bancorp of Wisconsin, Inc. is a to-be-formed company and has never issued capital stock. PyraMax Bank, FSB, as a mutual institution, has never issued capital stock. Accordingly, there is no established market for our common stock. 1895 Bancorp of Wisconsin, Inc. expects that its common stock will be quoted on the Nasdaq Capital Market under the symbol “BCOW” upon completion of the offering.

 

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The development of an active trading market depends on the existence of willing buyers and sellers, the presence of which is not within our control, or that of any market maker. The number of active buyers and sellers of the shares of common stock at any particular time may be limited. Under such circumstances, you could have difficulty selling your shares of common stock on short notice, and, therefore, you should not view the shares of common stock as a short-term investment. Furthermore, we cannot assure you that, if you purchase shares of common stock, you will be able to sell them at or above $10.00 per share. Purchasers of common stock in this offering should have long-term investment intent and should recognize that there may be a limited trading market in the common stock. This may make it difficult to sell the common stock after the offering and may have an adverse impact on the price at which the common stock can be sold.

 

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HISTORICAL AND PRO FORMA REGULATORY CAPITAL COMPLIANCE

At June 30, 2018, PyraMax Bank, FSB exceeded all of the applicable regulatory capital requirements and was considered “well capitalized.” The table below sets forth the historical equity capital and regulatory capital of PyraMax Bank, FSB at June 30, 2018, and the pro forma equity capital and regulatory capital of PyraMax Bank, FSB after giving effect to the sale of shares of common stock at $10.00 per share. The table assumes the receipt by PyraMax Bank, FSB of 50% of the net proceeds. See “How We Intend to Use the Proceeds from the Offering.”

 

     PyraMax Bank, FSB
Historical at
June 30, 2018
    Pro Forma at June 30, 2018, Based Upon the Sale in the Offering of (1)  
    2,057,000 Shares     2,420,000 Shares     2,783,000 Shares     3,200,450 Shares (2)  
     Amount      Percent of
Assets (3)(4)
    Amount      Percent of
Assets (3)
    Amount      Percent of
Assets (3)
    Amount      Percent of
Assets (3)
    Amount      Percent of
Assets (3)
 
     (Dollars in thousands)  

Equity

   $ 37,690        7.8   $ 44,476        9.1   $ 45,806        9.3   $ 47,136        9.6   $ 48,666        9.8
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Tier 1 leverage capital

   $ 35,552        7.5   $ 42,338        8.7   $ 43,668        8.9   $ 44,998        9.2   $ 46,528        9.5

Tier 1 leverage capital requirement

     23,830        5.0       24,307        5.0       24,397        5.0       24,488        5.0       24,592        5.0  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Excess

   $ 11,722        2.5   $ 18,031        3.7   $ 19,271        3.9   $ 20,510        4.2   $ 21,936        4.5
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Tier 1 risk-based capital (5)

   $ 35,552        9.7   $ 42,338        11.5   $ 43,668        11.8   $ 44,998        12.2   $ 46,528        12.6

Tier 1 risk-based requirement

     29,313        8.0       29,466        8.0       29,495        8.0       29,524        8.0       29,557        8.0  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Excess

   $ 6,239        1.7   $ 12,872        3.5   $ 14,173        3.8   $ 15,474        4.2   $ 16,971        4.6
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total risk-based capital (5)

   $ 38,644        10.5   $ 45,430        12.3   $ 46,760        12.7   $ 48,090        13.0   $ 49,620        13.4

Total risk-based requirement

     36,641        10.0       36,832        10.0       36,868        10.0       36,905        10.0       36,946        10.0  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Excess

   $ 2,003        0.5   $ 8,598        2.3   $ 9,892        2.7   $ 11,185        3.0   $ 12,674        3.4
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Common equity tier 1 risk-based capital (5)

   $ 35,552        9.7   $ 42,338        11.5   $ 43,668        11.8   $ 44,998        12.2   $ 46,528        12.6

Common equity tier 1 risk-based requirement

     23,817        6.5       23,941        6.5       23,964        6.5       23,988        6.5       24,015        6.5  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Excess

   $ 11,735        3.2   $ 18,397        5.0   $ 19,704        5.3   $ 21,010        5.7   $ 22,513        6.1
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Reconciliation of capital infused into PyraMax Bank, FSB:

                         

Net offering proceeds

        $ 19,070        $ 22,700        $ 26,330        $ 30,505     
       

 

 

      

 

 

      

 

 

      

 

 

    

Proceeds to PyraMax Bank, FSB

        $ 9,535        $ 11,350        $ 13,165        $ 15,253     

Less: Common stock acquired by employee stock ownership plan

          1,833          2,156          2,479          2,851     

Less: Common stock acquired by stock-based benefit plans

          916          1,078          1,240          1,426     
       

 

 

      

 

 

      

 

 

      

 

 

    

Pro forma increase

        $ 6,786        $ 8,116        $ 9,446        $ 10,976     
       

 

 

      

 

 

      

 

 

      

 

 

    

 

(1)

Pro forma capital levels assume that the employee stock ownership plan purchases 3.92% of our total outstanding shares (including shares issued to 1895 Bancorp of Wisconsin, MHC and shares contributed to the charitable foundation) with funds we lend and that one or more stock-based benefit plans purchases 1.96% of our total outstanding shares (including shares issued to 1895 Bancorp of Wisconsin, MHC and shares contributed to the charitable foundation) for restricted stock awards. Pro forma capital calculated under U.S. generally accepted accounting principles (“U.S. GAAP”) and regulatory capital have been reduced by the amount required to fund these plans. See “Management” for a discussion of the employee stock ownership plan.

(2)

As adjusted to give effect to an increase in the number of shares, which could occur due to a 15% increase in the offering range to reflect demand for the shares or changes in market conditions following the commencement of the offering.

(3)

Tier 1 leverage capital levels are shown as a percentage of total adjusted assets. Risk-based capital levels are shown as a percentage of risk-weighted assets.

 

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(4)

Based on total assets of $480.3 million for the purposes of the GAAP capital ratio, total assets of $476.6 million, for the purposes of the Tier 1 leverage capital requirement and risk-weighted assets of $366.4 million, for the purposes of the Tier 1 risk-based and total risk-based capital requirements.

(5)

Pro forma amounts and percentages assume net proceeds are invested in assets that carry a 20% risk weighting.

 

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CAPITALIZATION

The following table presents the historical capitalization of PyraMax Bank, FSB at June 30, 2018, and the pro forma consolidated capitalization of 1895 Bancorp of Wisconsin, Inc. after giving effect to the offering, based upon the sale of the number of shares of common stock indicated in the table and the other assumptions set forth under “Pro Forma Data.”

 

     PyraMax Bank,
FSB Historical
Capitalization
at June 30,
2018
    Pro Forma Consolidated Capitalization at June 30, 2018
of 1895 Bancorp of Wisconsin,  Inc.
Based Upon the Sale for $10.00 Per Share of
 
    2,057,000
Shares
    2,420,000
Shares
    2,783,000
Shares
    3,200,450
Shares (1)
 
     (Dollars in thousands)  

Deposits (2)

   $ 404,560     $ 404,560     $ 404,560     $ 404,560     $ 404,560  

Borrowings

     27,677       27,677       27,677       27,677       27,677  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total interest-bearing liabilities

   $ 432,237     $ 432,237     $ 432,237     $ 432,237     $ 432,237  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Stockholders’ equity:

          

Preferred Stock, $0.01 par value per share: 1,000,000; shares authorized (post offering); none to be issued

   $ —     $  —       $  —       $  —       $  —    

Common Stock, $0.01 par value per share:

          

19,000,000 shares authorized (post offering); shares to be issued as reflected (3)

     —         47       55       63       73  

Additional paid-in capital (3)

     —         19,023       22,645       26,267       30,432  

Retained earnings (4)

     39,459       39,459       39,459       39,459       39,459  

Accumulated other comprehensive loss, net

     (1,769     (1,769     (1,769     (1,769     (1,769

Stock contribution to foundation

     —         468       550       633       727  

Less:

          

After-tax expense of contribution to charitable foundation (5)

     —         370       435       500       574  

Assets retained by 1895 Bancorp of Wisconsin, MHC (6)

     —         100       100       100       100  

Cash contribution to foundation (after-tax)

     —         79       79       79       79  

Common stock acquired by employee stock ownership plan (7)

     —         1,833       2,156       2,479       2,851  

Common stock acquired by stock-based benefit plans (8)

     —         916       1,078       1,240       1,426  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total stockholders’ equity

   $ 37,690     $ 53,930     $ 57,092     $ 60,255     $ 63,892  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total tangible stockholders’ equity

   $ 35,921     $ 52,161     $ 55,323     $ 58,486     $ 62,123  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Pro forma shares of common stock outstanding:

          

Shares offered for sale

     —         2,057,000       2,420,000       2,783,000       3,200,450  

Shares issued to charitable foundation

     —         46,750       55,000       63,250       72,738  

Shares issued to 1895 Bancorp of Wisconsin, MHC

     —         2,571,250       3,025,000       3,478,750       4,000,562  

Total shares outstanding

     —         4,675,000       5,500,000       6,325,000       7,273,750  

Total stockholders’ equity as a percentage of pro forma total assets

     7.81     10.81     11.37     11.93     12.56

Total stockholders’ tangible equity as a percentage of pro forma total assets

     7.44     10.46     11.02     11.58     12.21

 

(1)

As adjusted to give effect to a 15% increase in the number of shares of common stock outstanding after the offering, which could occur due to an increase in the maximum of the independent valuation to reflect demand for the shares or changes in market conditions following the commencement of the offering.

(2)

Does not reflect withdrawals from deposit accounts for the purchase of shares of common stock in the offering. Such withdrawals would reduce pro forma deposits by the amount of such withdrawals.

(footnotes continued on following page)

 

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(3)

The sum of the par value and additional paid-in capital equals the net offering proceeds. No effect has been given to the issuance of additional shares of common stock pursuant to stock options under one or more stock-based benefit plans that 1895 Bancorp of Wisconsin, Inc. expects to adopt. The plan of reorganization permits 1895 Bancorp of Wisconsin, Inc. to adopt one or more stock benefit plans, subject to stockholder approval, in an amount up to 25% of the shares of common stock held by persons other than 1895 Bancorp of Wisconsin, MHC.

(4)

The retained earnings of PyraMax Bank, FSB will be substantially restricted after the offering. See “Regulation and Supervision– Federal Banking Regulation – Capital Distributions.”

(5)

Represents the expense of the contribution to the charitable foundation based on a 21.0% tax rate. The realization of the deferred tax benefit is limited annually to a maximum deduction for charitable donations equal to 10% of our annual taxable income, subject to our ability to carry forward any unused portion of the deduction for five years following the year in which the contribution is made.

(6)

Pro forma stockholders’ equity reflects a $100,000 initial capitalization of 1895 Bancorp of Wisconsin, MHC.

(7)

Assumes that 3.92% of the shares of common stock outstanding following the reorganization and offering (including shares issued to 1895 Bancorp of Wisconsin, MHC and shares contributed to the charitable foundation) will be purchased by the employee stock ownership plan at a price of $10.00 per share and that the funds used to acquire the employee stock ownership plan shares will be borrowed from 1895 Bancorp of Wisconsin, Inc. and will represent unearned compensation, reflected as a reduction of capital The common stock acquired by the employee stock ownership plan is reflected as a reduction of stockholders’ equity. PyraMax Bank, FSB will provide the funds to repay the employee stock ownership plan loan. See “Management—Benefit Plans and Agreements.”

(8)

Assumes that subsequent to the offering, 1.96% of the shares of common stock issued in the reorganization and offering (including shares of common stock issued to 1895 Bancorp of Wisconsin, MHC and shares contributed to the charitable foundation) are purchased by 1895 Bancorp of Wisconsin, Inc. for stock awards under a stock-based benefit plan in the open market. The shares of common stock to be purchased by 1895 Bancorp of Wisconsin, Inc. for the stock-based benefit plan are reflected as a reduction of stockholders’ equity. See “Pro Forma Data” and “Management.” The plan of reorganization permits 1895 Bancorp of Wisconsin, Inc. to adopt a stock-based benefit plan that awards stock or stock options, in an aggregate amount up to 25% of the shares of common stock held by persons other than 1895 Bancorp of Wisconsin, MHC. The stock-based benefit plan will not be implemented for at least six months after the reorganization and offering and until it has been approved by stockholders.

 

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PRO FORMA DATA

The following tables summarize historical data of PyraMax Bank, FSB and pro forma data of 1895 Bancorp of Wisconsin, Inc. at and for the six months ended June 30, 2018 and the year ended December 31, 2017. This information is based on assumptions set forth below and in the table and related footnotes, and should not be used as a basis for projections of market value of the shares of common stock following the conversion.

The net proceeds disclosed in the tables are based upon the following assumptions:

 

  (i)

our employee stock ownership plan will purchase an amount of shares equal to 3.92% of our outstanding shares, including shares held by 1895 Bancorp of Wisconsin, MHC and shares contributed to the charitable foundation, with a loan from 1895 Bancorp of Wisconsin, Inc. The loan will be repaid in substantially equal principal payments over a period of 25 years. Interest income that we earn on the loan will offset the interest paid by PyraMax Bank, FSB; and

 

  (ii)

expenses of the offering, including fees and expenses to be paid to KBW, will be $1.5 million.

We calculated the pro forma consolidated net income of 1895 Bancorp of Wisconsin, Inc. for the year as if the shares of common stock had been sold at the beginning of the year and the net proceeds had been invested at 2.85% (2.25% on an after-tax basis), which is equal to the yield on the five-year U.S. Treasury Note as of June 30, 2018. In light of current interest rates, we consider this rate to more accurately reflect the pro forma reinvestment rate than the arithmetic average method, which assumes reinvestment of the net proceeds at a rate equal to the average of the yield on interest-earning assets and the cost of deposits for those periods.

We further believe that the reinvestment rate is factually supportable because:

 

   

the yield on the U.S. Treasury Note can be determined and/or estimated from third-party sources; and

 

   

we believe that U.S. Treasury securities are not subject to credit losses due to a U.S. Government guarantee of payment of principal and interest.

We calculated historical and pro forma per share amounts by dividing historical and pro forma amounts of net income and stockholders’ equity by the indicated number of shares of common stock. For pro forma calculations, we adjusted these figures to give effect to the shares of common stock purchased by the employee stock ownership plan. We computed per share amounts for each period as if the common stock was outstanding at the beginning of the periods, but we did not adjust per share historical or pro forma stockholders’ equity to reflect the earnings on the estimated net proceeds.

The pro forma tables give effect to the implementation of one or more stock-based benefit plans. We have assumed that the stock-based benefit plans will acquire an amount of common stock equal to 1.96% of our outstanding shares of common stock (including shares issued to 1895 Bancorp of Wisconsin, MHC and shares contributed to the charitable foundation) at the same price for which they were sold in the offering. We assume that shares of common stock are granted under the plan in awards that vest over a five-year period. The plan of reorganization provides that we may grant awards of restricted stock under one or more stock benefit plans in an aggregate amount up to 25% of the shares of common stock held by persons other than 1895 Bancorp of Wisconsin, MHC.

We have also assumed that the stock-based benefit plans will grant options to acquire common stock equal to 4.90% of our outstanding shares of common stock (including shares of common stock issued to 1895 Bancorp of Wisconsin, MHC and shares contributed to the charitable foundation). In preparing the following tables, we also assumed that stockholder approval was obtained, that the exercise price of the stock options and the market price of the stock at the date of grant were $10.00 per share and that the stock options had a term of ten years and vested over five years. We applied the Black-Scholes option pricing model to estimate a grant-date fair value of $3.00 for each option. In addition to the terms of the options described above, the Black-Scholes option pricing model incorporated an estimated volatility rate of 13.89% for the common stock based on an index of publicly traded thrifts, no dividend yield, an expected option life of 10 years and a risk-free interest rate of 2.71%. The plan of reorganization provides that we may grant awards of stock or options under one or more stock benefit plans in an amount up to 25% of the shares of common stock held by persons other than 1895 Bancorp of Wisconsin, MHC.

 

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As disclosed under “How We Intend to Use the Proceeds from the Offering,” 1895 Bancorp of Wisconsin, Inc. intends to contribute 50% of the net proceeds from the offering to PyraMax Bank, FSB. 1895 Bancorp of Wisconsin, Inc. will contribute $100,000 to 1895 Bancorp of Wisconsin, MHC and $100,000 to the charitable foundation and will retain the remainder of the net proceeds from the offering. 1895 Bancorp of Wisconsin, Inc. will use a portion of the proceeds it retains for the purpose of making a loan to the employee stock ownership plan and retain the rest of the proceeds for future use.

The pro forma table does not give effect to:

 

   

withdrawals from deposit accounts for the purpose of purchasing shares of common stock in the offering;

 

   

1895 Bancorp of Wisconsin, Inc.’s results of operations after the offering;

 

   

increased fees and expenses that we would pay KBW and other broker-dealers if we conducted a syndicated offering; or

 

   

changes in the market price of the shares of common stock after the offering.

The following pro forma information may not represent the financial effects of the offering at the date on which the offering actually occurs and you should not use the tables to indicate future results of operations. Pro forma stockholders’ equity represents the difference between the stated amounts of assets and liabilities of 1895 Bancorp of Wisconsin, Inc., computed in accordance with U.S. GAAP. We did not increase or decrease stockholders’ equity to reflect the difference between the carrying value of loans and other assets and their market value. Pro forma stockholders’ equity is not intended to represent the fair market value of the common stock, and may be different than the amounts that would be available for distribution to stockholders if we were liquidated. Pro forma stockholders’ equity does not give effect to the impact of tax bad debt reserves in the event we were to be liquidated.

 

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     At or For the Six Months Ended June 30, 2018
Based Upon the Sale at $10.00 Per Share of
 
     2,057,000
Shares at
Minimum of
Offering
Range
    2,420,000
Shares at
Midpoint of
Offering
Range
    2,783,000
Shares at
Maximum of
Offering
Range
    3,200,450
Shares at
Adjusted
Maximum of
Offering
Range (1)
 
     (Dollars in thousands, except per share amounts)  

Gross proceeds of the offering

   $ 20,570     $ 24,200     $ 27,830     $ 32,005  

Market value of shares issued to foundation

     468       550       633       727  

Market value of shares issued to 1895 Bancorp of Wisconsin, MHC

     25,712       30,250       34,787       40,006  
  

 

 

   

 

 

   

 

 

   

 

 

 

Market value of 1895 Bancorp of Wisconsin, Inc.

   $ 46,750     $ 55,000     $ 63,250     $ 72,738  
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross proceeds of the offering

   $ 20,570     $ 24,200     $ 27,830     $ 32,005  

Estimated expenses

     (1,500     (1,500     (1,500     (1,500
  

 

 

   

 

 

   

 

 

   

 

 

 

Estimated net proceeds

     19,070       22,700       26,330       30,505  

1895 Bancorp of Wisconsin, MHC capitalization

     (100     (100     (100     (100

Cash contribution to foundation

     (100     (100     (100     (100

Common stock acquired by employee stock ownership plan (2)

     (1,833     (2,156     (2,479     (2,851

Common stock acquired by stock-based benefit plans (3)

     (916     (1,078     (1,240     (1,426
  

 

 

   

 

 

   

 

 

   

 

 

 

Estimated net proceeds as adjusted

   $ 16,121     $ 19,266     $ 22,411     $ 26,028  
  

 

 

   

 

 

   

 

 

   

 

 

 

For the six months ended June 30, 2018

        

Consolidated net income:

        

Historical

   $ (323   $ (323   $ (323   $ (323

Income on adjusted net proceeds

     181       217       252       293  

Employee stock ownership plan (2)

     (29     (34     (39     (45

Shares granted under stock-based benefit plans (3)

     (72     (85     (98     (113

Options granted under stock-based benefit plans (4)

     (33     (38     (44     (51
  

 

 

   

 

 

   

 

 

   

 

 

 

Pro forma net income

   $ (276   $ (263   $ (252   $ (239
  

 

 

   

 

 

   

 

 

   

 

 

 

Earnings per share:

        

Historical

   $ (0.07   $ (0.06   $ (0.05   $ (0.05

Income on net proceeds

     0.04       0.04       0.04       0.04  

Employee stock ownership plan (2)

     (0.01     (0.01     (0.01     (0.01

Shares granted under stock-based benefit plans (3)

     (0.02     (0.02     (0.02     (0.02

Options granted under stock-based benefit plans (4)

     (0.01     (0.01     (0.01     (0.01
  

 

 

   

 

 

   

 

 

   

 

 

 

Pro forma earnings per share

   $ (0.07   $ (0.06   $ (0.05   $ (0.05
  

 

 

   

 

 

   

 

 

   

 

 

 

Offering price to pro forma earnings per share

     (71.43 )x      (83.33 )x      (100.00 )x      (100.00 )x 

Number of shares used in earnings per share calculations (2)

     4,495,405       5,288,712       6,082,019       6,994,322  

At June 30, 2018

        

Stockholders’ equity:

        

Historical

   $ 37,690     $ 37,690     $ 37,690     $ 37,690  

Estimated net proceeds

     19,070       22,700       26,330       30,505  

Capitalization of 1895 Bancorp of Wisconsin, MHC

     (100     (100     (100     (100

Stock contribution to foundation

     468       550       633       727  

After tax cost of foundation

     (449     (514     (579     (653

Common stock acquired by employee stock ownership plan (2)

     (1,833     (2,156     (2,479     (2,851

Common stock acquired by stock-based benefit plans (3)

     (916     (1,078     (1,240     (1,426
  

 

 

   

 

 

   

 

 

   

 

 

 

Pro forma stockholders’ equity (5)

   $ 53,930     $ 57,092     $ 60,255     $ 63,892  
  

 

 

   

 

 

   

 

 

   

 

 

 

Pro forma tangible stockholders’ equity

   $ 52,161     $ 55,323     $ 58,486     $ 62,123  
  

 

 

   

 

 

   

 

 

   

 

 

 

Stockholders’ equity per share:

        

Historical

   $ 8.06     $ 6.85     $ 5.96     $ 5.18  

Estimated net proceeds

     4.08       4.13       4.16       4.19  

Capitalization of 1895 Bancorp of Wisconsin, MHC

     (0.02     (0.02     (0.02     (0.02

Shares issued to foundation

     0.10       0.10       0.10       0.10  

After tax cost of foundation

     (0.10     (0.09     (0.09     (0.09

Common stock acquired by employee stock ownership plan (2)

     (0.39     (0.39     (0.39     (0.39

Common stock acquired by stock-based benefit plans (3)

     (0.20     (0.20     (0.20     (0.20
  

 

 

   

 

 

   

 

 

   

 

 

 

Pro forma stockholders’ equity per share (3)(5)

   $ 11.53     $ 10.38     $ 9.52     $ 8.77  
  

 

 

   

 

 

   

 

 

   

 

 

 

Pro forma tangible stockholders’ equity per share

   $ 11.16     $ 10.06     $ 9.25     $ 8.54  
  

 

 

   

 

 

   

 

 

   

 

 

 

Offering price as a percentage of pro forma stockholders’ equity per share

     86.73     96.34     105.04     114.03

Offering price as a percentage of pro forma tangible stockholders’ equity per share

     89.61     99.40     108.11     117.10

Number of shares outstanding for pro forma equity per share calculations

     4,675,000       5,500,000       6,325,000       7,273,750  

(footnotes begin on following page)

 

48


Table of Contents
(1)

As adjusted to give effect to a 15% increase in the number of shares outstanding after the offering, which could occur due to an increase in the maximum of the independent valuation as a result of demand for the shares or changes in market conditions following the commencement of the offering.

(2)

It is assumed that 3.92% of the shares outstanding following the offering will be purchased in the offering by the employee stock ownership plan at a price of $10.00 per share. For purposes of this table, the funds used to acquire such shares are assumed to have been borrowed by the employee stock ownership plan from 1895 Bancorp of Wisconsin, Inc. The amount to be borrowed is reflected as a reduction of stockholders’ equity. PyraMax Bank, FSB intends to make annual contributions to the employee stock ownership plan in an amount at least equal to the principal and interest requirement of the debt. PyraMax Bank, FSB’s total annual payment of the employee stock ownership plan debt is based upon 25 equal annual installments of principal and interest. The pro forma net earnings information makes the following assumptions: (i) PyraMax Bank, FSB’s contribution to the employee stock ownership plan is equivalent to the debt service requirement for the period presented and was made at the end of the period; (ii) the employee stock ownership plan acquires 183,300, 215,600, 247,900 and 285,100 shares, respectively, at the minimum, midpoint, maximum and adjusted maximum of the offering range; (iii) 3,665, 4,312, 4,959 and 5,703 shares, respectively, at the minimum, midpoint, maximum and adjusted maximum of the offering range (based on a 25-year loan term), were committed to be released during the quarter ended June 30, 2018 at an average fair value equal to the price for which the shares are sold in the offering; and (iv) only the employee stock ownership plan shares committed to be released were considered outstanding for purposes of the net earnings per share calculations, resulting in a reduction from total outstanding shares (which is also the number of shares outstanding for pro forma equity per share calculations) of 4,491,740, 5,284,400, 6,077,060 and 6,988,619 shares, respectively, at the minimum, midpoint, maximum and adjusted maximum of the offering range, to determine the number of shares outstanding for earnings per share calculations.

(3)

Gives effect to one or more stock-based benefit plans expected to be adopted following the offering. We have assumed that these plans acquire a number of shares of common stock equal to 1.96% of the shares issued in the reorganization and offering (including shares issued to 1895 Bancorp of Wisconsin, MHC and shares contributed to the charitable foundation) either through open market purchases or from authorized but unissued shares of common stock or treasury stock of 1895 Bancorp of Wisconsin, Inc., if any. Funds used by the stock-based benefit plan to purchase the shares will be contributed to the plan by 1895 Bancorp of Wisconsin, Inc. In calculating the pro forma effect of the stock-based benefit plan, it is assumed that the shares were acquired by the plan in open market purchases at the beginning of the year presented for a purchase price equal to the price for which the shares are sold in the offering, and that 20% of the amount contributed was an amortized expense (based upon a five-year vesting period) during the year ended December 31, 2017. The actual purchase price of the shares granted under the stock-based benefit plan may not be equal to the subscription price of $10.00 per share. If shares are acquired from the issuance of authorized but unissued shares of common stock of 1895 Bancorp of Wisconsin, Inc., there would be a dilutive effect of up to 1.93% on the ownership interest of persons who purchase common stock in the offering. The above table shows pro forma net income per share and pro forma stockholders’ equity per share, assuming all the shares to fund the stock-based benefit plan are obtained from authorized but unissued shares.

(4)

Gives effect to one or more stock-based benefit plans expected to be adopted following the offering. We have assumed that options will be granted to acquire common stock equal to 4.90% of the shares of common stock issued in the reorganization and offering (including shares of common stock issued to 1895 Bancorp of Wisconsin, MHC). In calculating the pro forma effect of the stock-based benefit plans, it is assumed that the exercise price of the stock options and the trading price of the stock at the date of grant were $10.00 per share, the estimated grant-date fair value pursuant to the application of the Black-Scholes option pricing model was $3.00 for each option, the aggregate grant-date fair value of the stock options was amortized to expense on a straight-line basis over a five-year vesting period of the options, and that 25% of the amortization expense (the assumed portion relating to options granted to directors) resulted in a tax benefit using an assumed tax rate of 21.0%. Under the above assumptions, the adoption of stock-based benefit plans will result in no additional shares under the treasury stock method for purposes of calculating earnings per share. The actual exercise price of the stock options may not be equal to the $10.00 price per share. If a portion of the shares issued to satisfy the exercise of options under stock-based benefit plans are obtained from the issuance of authorized but unissued shares, our net income per share and stockholders’ equity per share will decrease. This will also have a dilutive effect of up to 4.67% on the ownership interest of persons who purchase common stock in the offering.

(5)

The retained earnings of PyraMax Bank, FSB will continue to be substantially restricted after the offering. See “Regulation and Supervision—Federal Banking Regulation.”

 

49


Table of Contents
     At or For the Year Ended December 31, 2017
Based Upon the Sale at $10.00 Per Share of
 
     2,057,000
Shares at
Minimum of
Offering
Range
    2,420,000
Shares at
Midpoint of
Offering
Range
    2,783,000
Shares at
Maximum of
Offering
Range
    3,200,450
Shares at
Adjusted
Maximum of
Offering
Range (1)
 
     (Dollars in thousands, except per share amounts)  

Gross proceeds of the offering

   $ 20,570     $ 24,200     $ 27,830     $ 32,005  

Market value of shares issued to foundation

     468       550       633       727  

Market value of shares issued to 1895 Bancorp of Wisconsin, MHC

     25,712       30,250       34,787       40,006  
  

 

 

   

 

 

   

 

 

   

 

 

 

Market value of 1895 Bancorp of Wisconsin, Inc.

   $ 46,750     $ 55,000     $ 63,250     $ 72,738  
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross proceeds of the offering

   $ 20,570     $ 24,200     $ 27,830     $ 32,005  

Estimated expenses

     (1,500     (1,500     (1,500     (1,500
  

 

 

   

 

 

   

 

 

   

 

 

 

Estimated net proceeds

     19,070       22,700       26,330       30,505  

1895 Bancorp of Wisconsin, MHC capitalization

     (100     (100     (100     (100

Cash contribution to foundation

     (100     (100     (100     (100

Common stock acquired by employee stock ownership plan (2)

     (1,833     (2,156     (2,479     (2,851

Common stock acquired by stock-based benefit plans (3)

     (916     (1,078     (1,240     (1,426
  

 

 

   

 

 

   

 

 

   

 

 

 

Estimated net proceeds as adjusted

   $ 16,121     $ 19,266     $ 22,411     $ 26,028  
  

 

 

   

 

 

   

 

 

   

 

 

 

For the year ended December 31, 2017

        

Consolidated net income:

        

Historical (4)

   $ 1,659     $ 1,659     $ 1,659     $ 1,659  

Income on adjusted net proceeds

     363       433       504       586  

Employee stock ownership plan (2)

     (58     (68     (78     (90

Shares granted under stock-based benefit plans (3)

     (145     (170     (196     (225

Options granted under stock-based benefit plans (5)

     (65     (77     (88     (101
  

 

 

   

 

 

   

 

 

   

 

 

 

Pro forma net income

   $ 1,754     $ 1,777     $ 1,801     $ 1,829  
  

 

 

   

 

 

   

 

 

   

 

 

 

Earnings per share:

        

Historical

   $ 0.37     $ 0.31     $ 0.27     $ 0.24  

Income on net proceeds

     0.08       0.08       0.08       0.08  

Employee stock ownership plan (2)

     (0.01     (0.01     (0.01     (0.01

Shares granted under stock-based benefit plans (3)

     (0.03     (0.03     (0.03     (0.03

Options granted under stock-based benefit plans (5)

     (0.01     (0.01     (0.01     (0.01
  

 

 

   

 

 

   

 

 

   

 

 

 

Pro forma earnings per share

   $ 0.40     $ 0.34     $ 0.30     $ 0.27  
  

 

 

   

 

 

   

 

 

   

 

 

 

Offering price to pro forma earnings per share

     25.00x       29.41x       33.33x       37.04x  

Number of shares used in earnings per share calculations (2)

     4,499,070       5,293,024       6,086,978       7,000,024  

At December 31, 2017

        

Stockholders’ equity:

        

Historical (4)

   $ 38,994     $ 38,994     $ 38,994     $ 38,994  

Estimated net proceeds

     19,070       22,700       26,330       30,505  

Capitalization of 1895 Bancorp of Wisconsin, MHC

     (100     (100     (100     (100

Stock contribution to foundation

     468       550       633       727  

After tax cost of foundation

     (449     (514     (579     (653

Common stock acquired by employee stock ownership plan (2)

     (1,833     (2,156     (2,479     (2,851

Common stock acquired by stock-based benefit plans (3)

     (916     (1,078     (1,240     (1,426
  

 

 

   

 

 

   

 

 

   

 

 

 

Pro forma stockholders’ equity (6)

   $ 55,234     $ 58,396     $ 61,559     $ 65,196  
  

 

 

   

 

 

   

 

 

   

 

 

 

Pro forma tangible stockholders’ equity

   $ 53,465     $ 56,627     $ 59,790     $ 63,427  
  

 

 

   

 

 

   

 

 

   

 

 

 

Stockholders’ equity per share:

        

Historical

   $ 8.34     $ 7.09     $ 6.17     $ 5.36  

Estimated net proceeds

     4.08       4.13       4.16       4.19  

Capitalization of 1895 Bancorp of Wisconsin, MHC

     (0.02     (0.02     (0.02     (0.01

Shares issued to foundation

     0.10       0.10       0.10       0.10  

After tax cost of foundation

     (0.10     (0.09     (0.09     (0.09

Common stock acquired by employee stock ownership plan (2)

     (0.39     (0.39     (0.39     (0.39

Common stock acquired by stock-based benefit plans (3)

     (0.20     (0.20     (0.20     (0.20
  

 

 

   

 

 

   

 

 

   

 

 

 

Pro forma stockholders’ equity per share (3)(6)

   $ 11.81     $ 10.62     $ 9.73     $ 8.96  
  

 

 

   

 

 

   

 

 

   

 

 

 

Pro forma tangible stockholders’ equity per share

   $ 11.44     $ 10.30     $ 9.45     $ 8.72  
  

 

 

   

 

 

   

 

 

   

 

 

 

Offering price as a percentage of pro forma stockholders’ equity per share

     84.67     94.16     102.77     111.61

Offering price as a percentage of pro forma tangible stockholders’ equity per share

     87.41     97.09     105.82     114.68

Number of shares outstanding for pro forma equity per share calculations

     4,675,000       5,500,000       6,325,000       7,273,750  

(footnotes begin on following page)

 

50


Table of Contents
(1)

As adjusted to give effect to a 15% increase in the number of shares outstanding after the offering, which could occur due to an increase in the maximum of the independent valuation as a result of demand for the shares or changes in market conditions following the commencement of the offering.

(2)

It is assumed that 3.92% of the shares outstanding following the offering will be purchased in the offering by the employee stock ownership plan at a price of $10.00 per share. For purposes of this table, the funds used to acquire such shares are assumed to have been borrowed by the employee stock ownership plan from 1895 Bancorp of Wisconsin, Inc. The amount to be borrowed is reflected as a reduction of stockholders’ equity. PyraMax Bank, FSB intends to make annual contributions to the employee stock ownership plan in an amount at least equal to the principal and interest requirement of the debt. PyraMax Bank, FSB’s total annual payment of the employee stock ownership plan debt is based upon 25 equal annual installments of principal and interest. The pro forma net earnings information makes the following assumptions: (i) PyraMax Bank, FSB’s contribution to the employee stock ownership plan is equivalent to the debt service requirement for the period presented and was made at the end of the period; (ii) the employee stock ownership plan acquires 183,300, 215,600, 247,900 and 285,100 shares, respectively, at the minimum, midpoint, maximum and adjusted maximum of the offering range; (iii) 7,330, 8,624, 9,918 and 11,405 shares, respectively, at the minimum, midpoint, maximum and adjusted maximum of the offering range (based on a 25-year loan term), were committed to be released during the year ended December 31, 2017 at an average fair value equal to the price for which the shares are sold in the offering; and (iv) only the employee stock ownership plan shares committed to be released were considered outstanding for purposes of the net earnings per share calculations, resulting in a reduction from total outstanding shares (which is also the number of shares outstanding for pro forma equity per share calculations) of 4,491,740, 5,284,400, 6,077,060 and 6,988,619 shares, respectively, at the minimum, midpoint, maximum and adjusted maximum of the offering range, to determine the number of shares outstanding for earnings per share calculations.

(3)

Gives effect to one or more stock-based benefit plans expected to be adopted following the offering. We have assumed that these plans acquire a number of shares of common stock equal to 1.96% of the shares issued in the reorganization and offering (including shares issued to 1895 Bancorp of Wisconsin, MHC) either through open market purchases or from authorized but unissued shares of common stock or treasury stock of 1895 Bancorp of Wisconsin, Inc., if any. Funds used by the stock-based benefit plans to purchase the shares will be contributed to the plan by 1895 Bancorp of Wisconsin, Inc. In calculating the pro forma effect of the stock-based benefit plans, it is assumed that the shares were acquired by the plan in open market purchases at the beginning of the year presented for a purchase price equal to the price for which the shares are sold in the offering, and that 20% of the amount contributed was an amortized expense (based upon a five-year vesting period) during the year ended December 31, 2017. The actual purchase price of the shares granted under the stock-based benefit plans may not be equal to the subscription price of $10.00 per share. If shares are acquired from the issuance of authorized but unissued shares of common stock of 1895 Bancorp of Wisconsin, Inc., there would be a dilutive effect of up to 1.93% on the ownership interest of persons who purchase common stock in the offering. The above table shows pro forma net income per share and pro forma stockholders’ equity per share, assuming all the shares to fund the stock-based benefit plans are obtained from authorized but unissued shares.

(4)

Derived from PyraMax Bank, FSB’s audited December 31, 2017 financial statements included elsewhere in this prospectus.

(5)

Gives effect to one or more stock-based benefit plans expected to be adopted following the offering. We have assumed that options will be granted to acquire common stock equal to 4.90% of the shares of common stock issued in the reorganization and offering (including shares of common stock issued to 1895 Bancorp of Wisconsin, MHC and shares of common stock contributed to the charitable foundation). In calculating the pro forma effect of the stock-based benefit plans, it is assumed that the exercise price of the stock options and the trading price of the stock at the date of grant were $10.00 per share, the estimated grant-date fair value pursuant to the application of the Black-Scholes option pricing model was $3.00 for each option, the aggregate grant-date fair value of the stock options was amortized to expense on a straight-line basis over a five-year vesting period of the options, and that 25% of the amortization expense (the assumed portion relating to options granted to directors) resulted in a tax benefit using an assumed tax rate of 21.0%. Under the above assumptions, the adoption of stock-based benefit plans will result in no additional shares under the treasury stock method for purposes of calculating earnings per share. The actual exercise price of the stock options may not be equal to the $10.00 price per share. If a portion of the shares issued to satisfy the exercise of options under stock-based benefit plans are obtained from the issuance of authorized but unissued shares, our net income per share and stockholders’ equity per share will decrease. This will also have a dilutive effect of up to 4.67% on the ownership interest of persons who purchase common stock in the offering.

(6)

The retained earnings of PyraMax Bank, FSB will continue to be substantially restricted after the offering. See “Regulation and Supervision—Federal Banking Regulation.”

 

 

51


Table of Contents

COMPARISON OF VALUATION AND PRO FORMA INFORMATION

WITH AND WITHOUT THE CHARITABLE FOUNDATION

As reflected in the table below, if the charitable foundation is not established and funded in connection with the reorganization and offering, a greater number of shares of common stock would be sold in the offering. At the minimum, midpoint, maximum, and adjusted maximum of the valuation range, the amount of the stock sold in the offering is $20.6 million, $24.2 million, $27.8 million and $32.0 million, respectively, with the charitable foundation, as compared to $21.0 million, $24.8 million, $28.5 million and $32.7 million, respectively, without the charitable foundation. However, due to the size of the contribution to the charitable foundation, Keller & Company determined that the additional capital that would be received, assuming the offering occurs without the charitable foundation, was immaterial to the pro forma valuation; and accordingly, the valuation is unchanged with or without the charitable foundation.

For comparative purposes only, set forth below are certain pricing ratios, financial data and ratios at and for the six months ended June 30, 2018, at the minimum, midpoint, maximum, and adjusted maximum of the offering range, assuming the offering was completed at the beginning of the period, with and without the charitable foundation.

 

     Minimum of Offering Range     Midpoint of Offering Range     Maximum of Offering Range     Adjusted Maximum of
Offering Range
 
     With
Foundation
    Without
Foundation
    With
Foundation
    Without
Foundation
    With
Foundation
    Without
Foundation
    With
Foundation
    Without
Foundation
 
     (Dollars in thousands, except per share amounts)  

Estimated offering amount

   $ 20,570     $ 21,038     $ 24,200     $ 24,750     $ 27,830     $ 28,463     $ 32,005     $ 32,732  

Pro forma market capitalization

     46,750       46,750       55,000       55,000       63,250       63,250       72,738       72,738  

Total assets

     498,857       499,306       502,020       502,533       505,182       505,760       508,818       509,472  

Total liabilities

     444,927       444,926       444,928       444,927       444,927       444,927       444,927       444,927  

Pro forma shareholders’ equity

     53,930       54,380       57,092       57,606       60,255       60,833       63,892       64,545  

Pro forma net income (1)

     (276     (269     (263     (256     (252     (244     (239     (230

Pro forma shareholders’ equity per share

     11.53       11.63       10.38       10.47       9.52       9.61       8.77       8.87  

Pro forma net income per share

     (0.07     (0.07     (0.06     (0.06     (0.05     (0.05     (0.05     (0.05

Pro forma pricing ratios:

                

Offering price as a percentage of pro forma shareholders’ equity per share

     86.73     85.97     96.34     95.48     105.04     103.97     114.03     112.74

Offering price as a percentage of pro forma price to earnings

     (71.43 )%      (71.43 )%      (83.33 )%      (83.33 )%      (100.00 )%      (100.00 )%      (100.00 )%      (100.00 )% 

Offering price to pro forma assets per share

     9.37x       9.36x       10.96x       10.94x       12.52x       12.51x       14.30x       14.28x  

Pro forma financial ratios:

                

Return on assets (annualized)

     (0.11 )%      (0.11 )%      (0.10 )%      (0.10 )%      (0.10 )%      (0.10 )%      (0.09 )%      (0.09 )% 

Return on equity (annualized)

     (1.03 )%      (0.99 )%      (0.92 )%      (0.89 )%      (0.84 )%      (0.80 )%      (0.75 )%      (0.71 )% 

Equity to assets

     10.81     10.89     11.37     11.46     11.93     12.03     12.56     12.67

(footnote on following page)

 

52


Table of Contents
(1)

The following table shows the estimated after-tax expense associated with the contribution to the charitable foundation, as well as pro forma net (loss), pro forma net (loss) per share, pro forma (loss) on assets and pro forma (loss) on shareholders’ equity assuming the contribution to the charitable foundation was expensed during the six months ended June 30, 2018.

 

     Minimum of
Offering Range
    Midpoint of
Offering Range
    Maximum of
Offering Range
    Adjusted
Maximum of
Offering Range
 

After-tax expense of stock and cash contribution to foundation

   $ 449,000     $ 514,000     $ 579,000     $ 653,000  

Pro forma net (loss)

   $ (276,000   $ (263,000   $ (252,000   $ (239,000

Pro forma net (loss) per share

   $ (0.07   $ (0.06   $ (0.05   $ (0.05

Offering price to pro forma net income (loss) per share

     (71.43 )x      (83.33 )x      (100.00 )x      (100.00 )x 

Pro forma (loss) on assets (annualized)

     (0.11 )%      (0.10 )%      (0.10 )%      (0.09 )% 

Pro forma (loss) on equity (annualized)

     (1.02 )%      (0.92 )%      (0.83 )%      (0.74 )% 

 

*

Not meaningful.

 

53


Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS OF PYRAMAX BANK, FSB

This discussion and analysis reflects our financial statements and other relevant statistical data, and is intended to enhance your understanding of our financial condition and results of operations. The information in this section has been derived from the audited and unaudited financial statements, which appear beginning on page F-1 of this prospectus. You should read the information in this section in conjunction with the business and financial information regarding PyraMax Bank, FSB provided in this prospectus.

Overview

PyraMax Bank, FSB is a federally chartered mutual savings bank headquartered in Greenfield, Wisconsin. PyraMax Bank, FSB was established in 1895 as South Milwaukee Savings and Loan Association and has operated continuously in the Milwaukee metropolitan area since that time. In 1993, the bank changed its name to South Milwaukee Savings Bank, S.A. In May 2000, a merger between South Milwaukee Savings Bank and Mitchell Savings Bank officially formed PyraMax Bank, SSB. The bank changed to a federal savings bank charter in 2003, changing its name to PyraMax Bank, FSB.

From our founding in 1895, we operated as a traditional thrift institution, offering primarily residential mortgage loans and savings accounts, supplemented with multi-family and commercial real estate, multi-family and commercial business loans. In 2007, Richard Hurd was promoted to President and Chief Executive Officer of PyraMax Bank, FSB. Mr. Hurd began shifting PyraMax Bank, FSB’s focus to include more business-oriented products and services. In 2010, PyraMax Bank, FSB hired Charles Mauer as its Chief Credit Officer, continuing our increased focus on business-oriented lending.

Commercial real estate growth has been the primary source of recent loan growth, and commercial business loan originations have also been emphasized.

We conduct our operations from our six full-service banking offices in Milwaukee County, our two full-service banking offices in Waukesha County and our full-service banking office in Ozaukee County Wisconsin. We have entered into an agreement to sell our branch located at 1605 West Mitchell Street, Milwaukee, Wisconsin, and anticipate completing that branch sale in the first quarter of 2019, pending regulatory approval. We consider our primary lending market area to be Milwaukee, Waukesha and Ozaukee Counties, however, we occasionally make loans secured by properties located outside of our primary lending market, usually to borrowers with whom we have an existing relationship and who have a presence within our primary market.

At June 30, 2018, we had total assets of $482.6 million, total deposits of $404.6 million and total equity of $37.7 million. We had a net loss of $323,000 for the six months ended June 30, 2018 and a net income of $1.7 million for the year ended December 31, 2017.

Our business consists primarily of taking deposits from the general public and investing those deposits, together with funds generated from operations, in one- to four-family residential real estate loans, commercial real estate loans (which includes non-owner occupied commercial real estate, multi-family, owner occupied commercial real estate and one- to four-family non-owner occupied loans), commercial loan (which includes commercial and industrial loans) and consumer loans.

Subject to market conditions, we expect to increase our focus on originating commercial real estate and commercial business loans in an effort to continue to diversify our overall loan portfolio, increase the overall yield earned on our loans and assist in managing interest rate risk. We also invest in securities, which have historically consisted of mortgage-backed securities issued by U.S. government sponsored enterprises, state and municipal securities, asset-backed securities and corporate collateralized mortgage-backed securities. We offer a variety of deposit accounts, including checking accounts, savings accounts and certificate of deposit accounts. Additionally, we have used borrowings, primarily advances from the Federal Home Loan Bank of Chicago, to fund our operations.

PyraMax Bank, FSB is subject to comprehensive regulation and examination by its primary federal regulator, the Office of the Comptroller of the Currency.

Our corporate office is located at 7001 West Edgerton Avenue, Greenfield, Wisconsin 53220, and our telephone number at this address is (414) 421-8200. Our website address is www.pyramaxbank.com. Information on our website is not and should not be considered a part of this prospectus.

 

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Business Strategy

Our current business strategy consists of the following:

 

   

Grow our balance sheet and improve profitability. Given our attractive market area, we believe we are well-positioned to increase the size of our balance sheet without a proportional increase in overhead expense or operating risk. Accordingly, we intend to increase, on a managed basis, our assets and liabilities, particularly loans and deposits. As we grow our assets, particularly higher-yielding commercial loans, while controlling our expenses, we anticipate improving our earnings.

 

   

Grow our loan portfolio prudently with a focus on diversifying the portfolio, particularly in commercial real estate and commercial lending. Our principal business activity historically has been the origination of residential mortgage loans, supplemented with commercial real estate loans (which includes non-owner occupied commercial real estate, multi-family, owner occupied commercial real estate and one- to four-family non-owner occupied loans). We intend to retain our presence as a mortgage lender in our market area and increase our focus on originating commercial real estate and commercial loans (which includes commercial and industrial loans). The capital we are raising in the offering will support an increase in our lending limits, which will enable us to originate larger loans to new and existing customers.

Increasing our commercial real estate and business loans involves risk, as described in “Risk Factors – Risks Related to Our Business – We have a substantial amount of commercial real estate and commercial loans, and intend to continue to increase originations of these types of loans. These loans involve credit risks that could adversely affect our financial condition and results of operations” and “—Our portfolio of loans with a higher risk of loss is increasing, which may lead to additional provisions for loan losses or charge-offs, which would reduce our profits or cause losses.”

 

   

Continue to increase core deposits, with an emphasis on low cost demand deposits. We seek core deposits to provide a stable source of funds to support loan growth at costs consistent with improving our net interest rate spread and margin. Core deposits also help us maintain loan-to-deposit ratios at levels consistent with regulatory expectations. We consider our core deposits to include checking accounts, money market accounts and statement savings. In particular, our Treasury Management unit focuses on generating and retaining business deposits, which assists in generating fee income. Core deposits have increased to $205.8 million at June 30, 2018, from $188.9 million at December 31, 2015.

 

   

Manage credit risk to maintain a low level of non-performing assets. We believe strong asset quality is a key to our long-term financial success. Our strategy for credit risk management focuses on having an experienced team of credit professionals, well-defined policies and procedures, appropriate loan underwriting criteria and active credit monitoring. In recent years we have conducted an extensive review of, and have enhanced, our credit, underwriting and loan processing policies and procedures. Our nonperforming assets to total assets ratio was 0.38% at June 30, 2018, compared to 0.40% at December 31, 2017 and 0.67% at December 31, 2016. At June 30, 2018, the majority of our nonperforming assets were related to residential real estate.

 

   

Grow organically and through opportunistic bank or branch acquisitions or de novo branching. In addition to organic growth, we will also consider acquisition opportunities that we believe would enhance the value of our franchise and yield potential financial benefits for our stockholders. Although we believe opportunities exist to increase our market share in our historical markets, we expect to continue to expand into nearby markets in Wisconsin. We will consider expanding our branch network by establishing new (“de novo”) branches and/or through acquisitions, although we have no current acquisitions or new branches planned. The capital we are raising in the offering will also provide us the opportunity to make acquisitions of other financial institutions or branches thereof, and will help fund improvements in our operating facilities, credit reporting and customer delivery services in order to enhance our competitiveness.

 

   

Continue to provide value to our community. Our goal is to provide long-term value to our customers, employees and the communities we serve by executing a safe and sound service-oriented business strategy that produces increasing earnings. We believe there is a significant opportunity for a community-focused bank to provide a full range of financial services to commercial and retail customers in our market area, and the increased capital we will have after the completion of the offering will enable us to compete more effectively with other financial institutions.

These strategies are intended to guide our investment of the net proceeds of the offering. We intend to continue to pursue our business strategy after the reorganization and the offering, subject to changes necessitated by future market conditions, regulatory restrictions and other factors

Anticipated Increase in Non-interest Expense

Following the completion of the reorganization and offering, our non-interest expense is expected to increase, and the increased compensation expenses associated with the purchase of shares of common stock by our employee stock ownership plan and the possible implementation of a stock-based benefit plan, if approved by our stockholders, no earlier than six months after the completion

 

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of the reorganization. For further information, see “Summary – Our Officers, Directors and Employees Will Receive Additional Benefits and Compensation After the Reorganization and Offering;” “Risk Factors – Risks Related to the Offering – Our stock-based benefit plans will increase our costs, which will reduce our net income;” and “Management – Benefit Plans and Agreements.”

Our non-interest expense will also increase as a result of our contribution of cash and shares of common stock to our charitable foundation, and as a result of the increased reporting and other costs associated with operating as a public company as we may be required to expand our accounting staff and expand our internal audit and risk management functions, and/or engage outside consultants to provide these services for us until qualified personnel are hired. For further information, please see “Summary – Our Contribution of Cash and Shares of Our Common Stock to the Charitable Foundation,” “Risk Factors – Risks Related to Our Business – The cost of additional finance and accounting systems, procedures and controls in order to satisfy our new public company reporting requirements will increase our expenses” and “– Risks Related to the Charitable Foundation – The contribution to the charitable foundation will dilute your ownership interest and adversely affect net income in 2019,” and “1895 Bancorp of Wisconsin Community Foundation.”

Critical Accounting Policies

The discussion and analysis of the financial condition and results of operations are based on our financial statements, which are prepared in conformity with generally accepted accounting principles used in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions affecting the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and the reported amounts of income and expenses. We consider the accounting policies discussed below to be critical accounting policies. The estimates and assumptions that we use are based on historical experience and various other factors and are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions, resulting in a change that could have a material impact on the carrying value of our assets and liabilities and our results of operations.

The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for qualifying public companies. As an “emerging growth company” we may delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. We intend to take advantage of the benefits of this extended transition period. Accordingly, our financial statements may not be comparable to companies that comply with such new or revised accounting standards.

The following represent our critical accounting policies:

Allowance for Loan Losses. The allowance for loan losses is the estimated amount considered necessary to cover inherent, but unconfirmed, credit losses in the loan portfolio at the balance sheet date. The allowance is established through the provision for loan losses which is charged against income. In determining the allowance for loan losses, management makes significant estimates and has identified this policy as one of our most critical accounting policies.

Management performs a quarterly evaluation of the allowance for loan losses. Consideration is given to a variety of factors in establishing this estimate including, but not limited to, current economic conditions, delinquency statistics, geographic and industry concentrations, the adequacy of the underlying collateral, the financial strength of the borrower, results of internal loan reviews and other relevant factors. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant change.

The analysis has two components, specific and general allowances. The specific allowance is for unconfirmed losses related to loans that are determined to be impaired. Impairment is measured by determining the present value of expected future cash flows or, for collateral-dependent loans, the fair value of the collateral, adjusted for market conditions and selling expenses. If the fair value of the loan is less than the loan’s carrying value, a charge is recorded for the difference. The general allowance, which is for loans reviewed collectively, is determined by segregating the remaining loans by type of loan, risk weighting (if applicable) and payment history. We also analyze historical loss experience, delinquency trends, general economic conditions and geographic and industry concentrations. This analysis establishes historical loss percentages and qualitative factors that are applied to the loan groups to determine the amount of the allowance for loan losses necessary for loans that are reviewed collectively. The qualitative component is critical in determining the allowance for loan losses as certain trends may indicate the need for changes to the allowance for loan losses based on factors beyond the historical loss history. Not incorporating a qualitative component could misstate the allowance for loan losses. Actual loan losses may be significantly more than the allowances we have established which could result in a material negative effect on our financial results.

 

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Fair Value. The fair value of a financial instrument is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. PyraMax Bank, FSB estimates the fair value of a financial instrument and any related asset impairment using a variety of valuation methods. Where financial instruments are actively traded and have quoted market prices, quoted market prices are used for fair value. When the financial instruments are not actively traded, other observable market inputs, such as quoted prices of securities with similar characteristics, may be used, if available, to determine fair value. When observable market prices do not exist, PyraMax Bank, FSB estimates fair value. These estimates are subjective in nature and any imprecision in estimating these factors can impact the amount of gain or loss recorded. A more detailed description of the fair values measured at each level of the fair value hierarchy and the methodology utilized by PyraMax Bank, FSB can be found in Note 14 of the Financial Statements “– Fair Value.”

Comparison of Financial Condition at June 30, 2018 and December 31, 2017

Total Assets. Total assets increased $14.3 million, or 3.0%, to $482.6 million at June 30, 2018 from $468.4 million at December 31, 2017. The increase resulted primarily from an increase in net loans of $36.8 million, partially offset by decreases in available-for-sale securities of $19.7 million and cash and cash equivalents of $4.5 million.

Cash and Cash Equivalents. Cash and cash equivalents decreased $4.5 million, or 36.0%, to $8.0 million at June 30, 2018 from $12.5 million at December 31, 2017. The decrease resulted primarily from normal fluctuations and seasonal deposit outflow.

Net Loans. Net loans increased $36.8 million, or 11.1%, to $368.0 million at June 30, 2018 from $331.2 million at December 31, 2017. The increase resulted from increases of $25.7 million, or 16.4%, in commercial real estate loans and $12.8 million, or 65.1%, in other loans (primarily commercial and industrial loans). These increases were offset in part by decreases of $2.6 million, or 6.1%, in home equity lines of credit. This increase was the result of our increased marketing efforts, as well as a strong local economy, which drove increased demand for rental units. Due to the extended sales cycle for this type of lending as well as larger loan amounts, loan growth increased from 2017. The majority of these loans were for existing, fully seasoned projects as opposed to new projects being developed.

Securities Available-for-Sale. Securities available-for-sale decreased $19.7 million, or 22.1%, to $69.3 million at June 30, 2018 from $89.0 million at December 31, 2017.

Deposits. Deposits increased $15.3 million, or 3.9%, to $404.6 million at June 30, 2018 from $389.3 million at December 31, 2017. Certificate of deposit accounts increased $12.5 million, or 6.7%, to $198.7 million as of June 30, 2018 compared to $186.2 million as of December 31, 2017. Money market accounts increased $9.7 million, or 17.5%, to $64.7 million at June 30, 2018 from $55.0 million at December 31, 2017. Non interest-bearing demand accounts decreased $6.0 million, or 9.5% to $56.9 million at June 30, 2018, compared to $62.8 million at December 31, 2017. Money market accounts increased significantly in 2018 due to the addition of two large accounts totaling $18.0 million sourced from the Treasury Management department. These accounts are of a short-term nature and are expected to liquidate by December 31, 2018. Our strategy for deposit generation is to use targeted, special duration certificates of deposit and money market accounts which do not have a negative impact on our normal pricing structure for existing accounts.

Borrowings. Borrowings, consisting entirely of Federal Home Loan Bank advances, totaled $27.7 million at June 30, 2018 compared to $34.7 million at December 31, 2017. The aggregate cost of outstanding advances from the Federal Home Loan Bank was 1.48% at June 30, 2018, compared to PyraMax Bank, FSB’s cost of deposits of 0.83% at that date.

Other Liabilities. Other liabilities increased $7.3 million, or 144.8%, to $12.3 million at June 30, 2018 from $5.0 million at December 31, 2017.

Total Equity. Total equity decreased $1.3 million, or 3.3%, to $37.7 million at June 30, 2018 from $39.0 million at December 31, 2017. The decrease primarily resulted from other comprehensive loss, net of taxes, of $981,000, and a net loss of $323,000 for the six months ended June 30, 2018.

Comparison of Financial Condition at December 31, 2017 and December 31, 2016

Total Assets. Total assets increased $18.2 million, or 4.0%, to $468.4 million at December 31, 2017 from $450.2 million at December 31, 2016. The increase resulted primarily from an increase in net loans of $18.7 million and an increase in cash and cash equivalents of $4.7 million, or 60.7%, to $12.5 million at December 31, 2017 from $7.8 million at December 31, 2016, offset in part by decreases of $7.5 million in securities available-for-sale and $1.3 million in premises and equipment, net.

 

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Cash and Cash Equivalents. Cash and cash equivalents increased $4.7 million, or 60.7%, to $12.5 million at December 31, 2017 from $7.8 million at December 31, 2016. The increase resulted primarily from the proceeds of the sale of securities available-for-sale of $7.5 million.

Net Loans. Net loans increased $18.7 million, or 6.0%, to $331.2 million at December 31, 2017 from $312.5 million at December 31, 2016. The increase resulted from increases of $12.9 million, or 9.0%, in commercial real estate loans and $5.8 million, or 3.4%, in other loans (primarily commercial and industrial loans). The increases resulted from increased marketing and the addition of new leadership in the commercial lending department, as well as the addition of two commercial loan officers. This growth was also enhanced by a stronger economy in the Milwaukee metropolitan market and our addition of a new branch in Ozaukee County. These increases were offset in part by a decrease of $2.8 million, or 6.2%, in home equity lines of credit.

Securities Available-for-Sale. Securities available for sale decreased $7.5 million, or 7.8%, to $89.0 million at December 31, 2017 from $96.5 million at December 31, 2016.

Premises and equipment, net. Premises and equipment, net decreased $1.3 million, or 14.2%, to $7.7 million at December 31, 2017 from $8.9 million at December 31, 2016. The decrease resulted from the establishment of a $1.1 million impairment on a branch building.

Deposits. Deposits increased $30.4 million, or 8.5%, to $389.3 million at December 31, 2017 from $358.9 million at December 31, 2016. Certificate of deposit accounts increased $29.0 million, or 18.5%, to $186.2 million at December 31, 2017 from $157.2 million at December 31, 2016, and non-interest-bearing checking accounts increased $5.7 million, or 10.0%, to $62.8 million at December 31, 2017, from $57.1 million at December 31, 2016. We experienced deposit growth in 2018 due to our addition of a new branch in Ozaukee County, which led to additional certificates of deposit and demand and money market accounts, including commercial demand accounts. These increases were offset in part by a decrease of $2.6 million, or 4.5%, in money market accounts, to $55.0 million, at December 31, 2017 from $57.6 million at December 31, 2016.

Borrowings. Borrowings, consisting entirely of Federal Home Loan Bank advances, totaled $34.7 million at December 31, 2017 compared to $48.2 million at December 31, 2016. The aggregate cost of outstanding advances from the Federal Home Loan Bank was 1.21% at December 31, 2017, compared to our cost of deposits of 0.74% at that date.

Other Liabilities. Other liabilities decreased $408,000, or 7.4%, to $5.0 million at December 31, 2017 from $5.5 million at December 31, 2016.

Total Equity. Total equity increased $1.7 million, or 4.4%, to $39.0 million at December 31, 2017 from $37.3 million at December 31, 2016. The increase resulted from net income of $1.7 million during 2017.

Comparison of Operating Results for the Six Months Ended June 30, 2018 and 2017

General. We had a net loss of $323,000 for the six months ended June 30, 2018, compared to net income of $5.0 million for the six months ended June 30, 2017, a decrease of $5.3 million, or 106.4%. The decrease in net income was the net effect of an income tax benefit of $4.6 million during the six months ended June 30, 2017 compared to an income tax benefit of $194,000 during the six months ended June 30, 2018, due to the reversal of a deferred tax valuation allowance.

Interest and Dividend Income. Interest and dividend income increased $513,000, or 6.8%, to $8.0 million for the six months ended June 30, 2018 from $7.5 million for the six months ended June 30, 2017. The increase was primarily attributable to a $36.2 million increase in the average balance of loans outstanding.

Interest Expense. Interest expense increased $357,000, or 22.4%, to $1.9 million for the six months ended June 30, 2018, from $1.6 million for the six months ended June 30, 2017. Interest expense on deposits increased 332,000, or 24.8%, to $1.7 million during the six months ended June 30, 2018 from $1.3 million during the six months ended June 30, 2017, as the average balance of deposits increased $21.5 million to $332.5 million for the 2018 period from $311.0 million for the 2017 period and rates on deposits increased 15 basis points.

Net Interest Income. Net interest income increased $156,000, or 2.6%, to $6.1 million for the six months ended June 30, 2018 from $5.9 million for the six months ended June 30, 2017. Average interest-earning assets increased $17.4 million, or 4.2%, to $435.0 million for the 2018 quarter from $417.6 million for the 2017 quarter. The increase was due primarily to an increase in loans. Our net interest rate spread decreased to 2.65% for the six months ended June 30, 2018 from 2.71% for the six months ended June 30, 2017, and our net interest margin decreased to 2.82% for the 2018 quarter from 2.85% for the 2017 quarter. The decrease in net interest rate spread was primarily a result of growth in certificates of deposit balances in a rising rate environment.

 

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Provision for Loan Losses. We recorded no provision for loan losses for the six months ended June 30, 2018 and for the six months ended June 30, 2017, respectively. The allowance for loan losses was $3.1 million, or 0.83% of total loans, at June 30, 2018, compared to $3.1 million, or 0.95% of total loans, at June 30, 2017. Classified (special mention, substandard, doubtful and loss) and watch loans decreased to $16.6 million at June 30, 2018 from $22.8 million at June 30, 2017. Total nonperforming loans decreased to $1.8 million at June 30, 2018 from $2.1 million at June 30, 2017. Net charge-offs for the six months ended June 30, 2018 were $1,000 compared to net recoveries of $40,000 for the prior year period. At June 30, 2018, $763,000, or 41.3%, of the nonperforming loans were contractually current.

Non-interest Income. Non-interest income remained unchanged at $1.5 million for the six months ended June 30, 2018 and the six months ended June 30, 2017, respectively.

Non-interest Expense. Non-interest expense increased $1.1 million, or 16.3%, to $8.1 million for the six months ended June 30, 2018 from $6.9 million for the six months ended June 30, 2017. The increase was due primarily to an increase of $1.0 million, or 27.1%, in salary and benefit costs for the six months ended June 30, 2018 to $4.9 million compared to $3.9 million for the six months ended June 30, 2017. During the six months ended June 30, 2018, the increase in salary and benefit expenses of $1.1 million included salary increases of $228,000, due to new hires for the Treasury Management department and annual merit increases in salaries; a $315,000 accrual of incentive payments for the first six months of 2018, which accrual was made in full in the fourth quarter in previous years; and $483,000 in healthcare insurance costs. Given that we self-insure for health insurance, increases in healthcare coverage costs are recorded as non-interest expense when they become probable and reasonably estimable. We evaluate the cost of self-insurance versus traditional indemnity insurance annually. During the six months ended June 30, 2018, we also incurred $295,000 of expenses associated with the pending sale of one of our branch offices.

Upon consummation of the reorganization and stock offering, we expect non-interest expense to increase because of costs associated with operating as a public company and increased compensation costs related to possible implementation of a stock-based benefit plan, if approved by our stockholders.

Income Tax Benefit. We recorded an income tax benefit of $194,000 for the six months ended June 30, 2018 compared to an income tax benefit of $4.6 million for the six months ended June 30, 2017, a decrease of $4.4 million, or 96.0%, resulting from the reversal of our $4.8 million deferred tax valuation allowance during the six months ended June 30, 2017.

As a result of the severe economic downturn that began in 2007, the Bank generated pre-tax losses totaling approximately $14.9 million from 2009 through 2011. As of December 31, 2011, the Bank had a Federal tax loss carryforward of $6.4 million and State tax loss carryforwards of $16.7 million. The Federal loss carryforwards were set to expire beginning in 2030 and the State loss carryforwards were set to expire beginning in 2022.

Due to the significant amount of the loss carryforwards, management did not believe at that time that it was more likely than not that the net deferred tax assets would be fully recognized before they would expire, and therefore established a valuation allowance of approximately $3.7 million in 2011.

Management subsequently reviewed the valuation allowance on an annual basis to determine if it was still appropriate. In 2017, management determined that the valuation allowance was no longer needed and reversed the allowance. The determination to reverse the allowance was based upon the following considerations:

 

   

The losses generated from 2009 through 2011 were due primarily to the economic recession and the loan underwriting standards utilized at that time. By 2017, the national and regional economies had improved and stabilized, and management significantly strengthened its underwriting and credit administration processes to its satisfaction. Management believes that the provision for loan losses is adequate and does not anticipate adding to the provision in the short term. Therefore, the types of losses associated with the severe economic recession are not expected to reoccur.

 

   

During the period from 2012 through 2017, the Bank reported positive pre-tax earnings for all but 2 years. The pre-tax losses generated in 2014 and 2017 were caused by a number of non-recurring extraordinary events. For example, in 2014 the Bank incurred a $3.1 million pre-payment penalty when it pre-paid $25.0 million of long-term FHLB advances as part of a planned balance sheet repositioning strategy. Funds used to prepay the advance were generated from the sale of available-for-sale securities which were sold at a $544,000 loss. In addition, during the same year the Bank sold one of its facilities at a $349,000 loss. The pre-tax loss reported in 2017 was due to the establishment of a $1.1 million valuation allowance associated with the anticipated sale of a branch office (which has subsequently been announced) and $880,000 of costs incurred as part of a core data processing conversion. All of the aforementioned events are not expected to reoccur.

 

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At the time the valuation allowance was reversed, management projected pre-tax taxable income for the years ending 2018, 2019, 2020 and 2021.

As a result of the above analysis, management felt that releasing the remaining valuation allowance was reasonable and appropriate.

Comparison of Operating Results for the Years Ended December 31, 2017 and December 31, 2016

General. We had net income of $1.7 million for the year ended December 31, 2017, compared to net income of $1.3 million for the year ended December 31, 2016, an increase of $405,000, or 32.3%. The increase in net income was the net effect of an increase in net interest income of $783,000, or 7.0%, a decrease of $1.3 million, or 30.4%, in non-interest income, an increase of $2.6 million, or 18.4%, in non-interest expense and an increase of $3.5 million in income tax benefits.

Interest and Dividend Income. Interest and dividend income increased $1.5 million, or 10.6%, to $15.3 million for the year ended December 31, 2017 from $13.8 million for the year ended December 31, 2016. The increase was primarily attributable to a $1.1 million increase in interest on loans, and a $346,000 increase in interest on available-for sale securities, due to an increase in the average balance of available-for-sale securities year to year. The average balance of loans increased by $19.6 million to $324.5 million for 2017 from $304.9 million for 2016, while the average yield on loans increased 9 basis points to 4.03% during 2017 from 3.94% during 2016. The average balance of available-for-sale securities increased $12.6 million, or 15.8%, to $92.5 million for 2017 from $79.9 million for 2016 and the average yield on available-for-sale securities increased 7 basis points to 2.27% for 2017 from 2.20% for 2016.

Interest Expense. Interest expense increased $676,000, or 25.0%, to $3.4 million for the year ended December 31, 2017 from $2.7 million for the year ended December 31, 2016. The increase was primarily due to an increase of $476,000, or 22.2%, in interest expense on certificates of deposit between 2017 and 2016. The average balance of certificates of deposit increased $12.1 million to $173.6 million for 2017 from $161.5 million for 2016, while the average cost of these deposits increased 18 basis points to 1.51% for 2017 from 1.33% for 2016. Additionally, interest expense on borrowings, consisting entirely of FHLB advances, increased $193,000 or 70%, to $468,000 during 2017 from $275,000 during 2016 as the average balance of borrowings increased to $38.6 million during 2017 from $24.7 million during 2016, and the cost of borrowings increased 10 basis points to 1.21% in 2017 from 1.11% in 2016. 

Net Interest Income. Net interest income increased $783,000, or 7.0%, to $11.9 million for the year ended December 31, 2017 from $11.1 million for the year ended December 31, 2016. Average net interest-earning assets increased $2.7 million year to year. Our net interest rate spread decreased to 2.67% for the year ended December 31, 2017 from 2.70% for the year ended December 31, 2016, and our net interest margin remained relatively unchanged at 2.80% for the year ended December 31, 2017 compared to 2.81% for the year ended December 31, 2016. The decrease in net interest rate spread was primarily a result of the yield on certificates of deposit increasing 18 basis points to 1.51% for 2017 from 1.33% for 2016, reflecting the change in market interest rates over this period.

Provision for Loan Losses. We recorded no provision for loan losses for the year ended December 31, 2017 and for the year ended December 31, 2016, respectively. The allowance for loan losses was $3.1 million, or 0.93% of total loans, at December 31, 2017, compared to $3.0 million, or 0.95% of total loans, at December 31, 2016. Classified (special mention, substandard, doubtful and loss) and watch loans decreased to $18.5 million at December 31, 2017 from $24.9 million at December 31, 2016. Total nonperforming loans decreased to $1.9 million at December 31, 2017 from $3.0 million at December 31, 2016. Net recoveries for 2017 were $85,000, an increase of $164,000 over $79,000 of net charge-offs in 2016. At December 31, 2017, $1.0 million, or 24%, of the nonperforming loans were contractually current.

Non-interest Income. Non-interest income decreased $1.3 million, or 31.0%, to $2.9 million for the year ended December 31, 2017 from $4.2 million for the year ended December 31, 2016. The decrease was primarily due to a decrease in gain on sale and servicing of loans of $1.1 million and a decrease in gain on sale of securities of $159,000.

Non-interest Expense. Non-interest expense increased $2.6 million, or 18.4%, to $16.6 million for 2017 from $14.0 million for 2016. The increase was due primarily to a $1.1 million valuation allowance established as part of the anticipated sale of a branch office, a non-recurring $880,000 increase in other operating expense related to a data processing conversion, and an increase of $846,000, or 10.9%, in salaries and employee benefits, to $8.6 million in 2017 from $7.8 million in 2016. The increase in salary and employee benefits resulted from normal salary and incentives increases of $272,000 and $275,000, respectively, and an increase in the cost of benefits of $295,000, relating primarily to self-insured healthcare costs. These increases were offset in part by a decrease of $139,000, or 43.3%, in marketing expense, and $118,000 or 15.1% in professional fees included in other expenses.

Income Tax Expense (Benefit). We recorded an income tax benefit of $3.5 million for 2017 compared to no income tax benefit in 2016 due to the reversal of our deferred tax asset valuation in 2017. The decrease reflected a decrease of $4.8 million of deferred tax valuation allowance. See “ – Comparison of Operating Results for the Years Ended December 31, 2017 and 2016 – Income Tax Benefit.”

 

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Average Balances and Yields. The following tables present information regarding average balances of assets and liabilities, the total dollar amounts of interest income and dividends from average interest-earning assets, the total dollar amounts of interest expense on average interest-bearing liabilities, and the resulting annualized average yields and costs. The yields and costs for the periods indicated are derived by dividing income or expense by the average balances of assets or liabilities, respectively, for the periods presented. Average balances have been calculated using daily balances. Nonaccrual loans are included in average balances only. Loan fees are included in interest income on loans and are not material.

 

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     At June 30,
2018
    Six Months Ended June 30,  
    2018     2017  
     Average
Yield/Cost Rate(1)
    Average
Outstanding
Balance
    Interest and
Dividends
     Yield/Cost
Rate(1)
    Average
Outstanding
Balance
    Interest and
Dividends
     Yield/Cost
Rate(1)
 
     (Dollars in thousands)         

Interest-earning assets:

                

Loans

     3.98   $ 356,169     $ 7,087        3.98   $ 319,935     $ 6,435        4.02

Securities available-for-sale

     2.37     76,285       905        2.37     94,998       1,057        2.23

Other interest-earning assets

     1.54     2,571       21        1.63     2,685       8        0.60
    

 

 

   

 

 

      

 

 

   

 

 

    

Total interest-earning assets

     3.72     435,025       8,013        3.68     417,618       7,500        3.59

Non-interest-earning assets

       36,081            34,657       
    

 

 

        

 

 

      

Total assets

     $ 471,106          $ 452,275       
    

 

 

        

 

 

      

Interest-earning liabilities:

                

NOW accounts

     0.17   $ 28,075     $ 22        0.16   $ 26,581     $ 16        0.12

Money market accounts

     0.66     62,205       167        0.54     59,462       83        0.28

Savings accounts

     0.13     57,691       36        0.13     59,052       30        0.10

Certificates of deposit

     1.67     184,495       1,446        1.57     165,885       1,210        1.46
    

 

 

   

 

 

      

 

 

   

 

 

    

Total interest-bearing deposits

     1.09     332,466       1,671        1.01     310,980       1,339        0.86

Federal Home Loan Bank advances

     1.46     40,451       277        1.37     44,298       252        1.14

Other interest-bearing liabilities

     —       5,018       —        —       4,492       —        —  
    

 

 

   

 

 

      

 

 

   

 

 

    

Total interest-bearing liabilities

     1.10     377,935       1,948        1.03     359,770       1,591        0.88

Non-interest-bearing deposits

       52,761            51,190       

Other non-interest-bearing liabilities

       2,001            1,758       
    

 

 

        

 

 

      

Total liabilities

       432,697            412,718       

Total stockholders’ equity

       38,409            39,557       
    

 

 

        

 

 

      

Total liabilities and stockholders’ equity

     $ 471,106          $ 452,275       
    

 

 

        

 

 

      

Net interest income

       $ 6,065          $ 5,909     
      

 

 

        

 

 

    

Net interest-earning assets

     $ 57,090          $ 57,848       
    

 

 

        

 

 

      

Interest rate spread(2)

     2.62          2.65          2.71

Net interest margin(3)

            2.79          2.83

Average interest-earning assets to average interest-bearing liabilities

       115.11          116.08     

 

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     For the Years Ended December 31,  
     2017     2016     2015  
     Outstanding
Average
Balance
    Interest and
Dividends
     Average
Yield/
Cost
    Outstanding
Average
Balance
    Interest and
Dividends
     Average
Yield/
Cost
    Outstanding
Average
Balance
    Interest and
Dividends
     Average
Yield/
Cost
 
     (Dollars in thousands)  

Interest-earning assets:

                     

Loans

   $ 324,465     $ 13,076        4.03   $ 304,853     $ 12,000        3.94   $ 300,082     $ 12,160        4.05

Securities available-for-sale

     92,500       2,102        2.27     79,889       1,756        2.20     77,974       1,685        2.16

Other interest-earning assets

     7,849       78        0.99     10,287       41        0.40     6,600       11        0.16
  

 

 

   

 

 

      

 

 

   

 

 

      

 

 

   

 

 

    

Total interest-earning assets

     424,814       15,256        3.59     395,029       13,797        3.49     384,656       13,856        3.60
    

 

 

        

 

 

        

 

 

    

Non-interest-earning assets

     36,013            31,604            31,263       
  

 

 

        

 

 

        

 

 

      

Total assets

   $ 460,827          $ 426,633          $ 415,920       
  

 

 

        

 

 

        

 

 

      

Interest-earning liabilities:

                     

NOW accounts

   $ 26,557     $ 31        0.12   $ 27,539     $ 48        0.17   $ 28,348     $ 50        0.18

Money market accounts

     59,266       179        0.30     58,428       126        0.22     62,401       117        0.19

Savings accounts

     60,052       61        0.10     59,114       91        0.15     53,900       88        0.16

Certificates of deposit

     173,587       2,622        1.51     161,459       2,145        1.33     162,586       1,810        1.11
  

 

 

   

 

 

      

 

 

   

 

 

      

 

 

   

 

 

    

Total interest-bearing deposits

     319,462     $ 2,893        0.91     306,540       2,410        0.79     307,235       2,065        0.67

Federal Home Loan Bank advances

     38,635     $ 468        1.21     24,675       275        1.12     18,116       490        2.71

Other interest-bearing liabilities

     7,137       —          —       7,004       —          0.01     6,872       1        0.01
  

 

 

   

 

 

      

 

 

   

 

 

      

 

 

   

 

 

    

Total interest-bearing liabilities

     365,234       3,361        0.92     338,129       2,685        0.79     332,223       2,556        0.77
  

 

 

   

 

 

        

 

 

        

 

 

    

Non-interest-bearing deposits

     52,576            48,014            44,400       

Other non-interest-bearing liabilities

     1,785            1,927            2,097       
  

 

 

        

 

 

        

 

 

      

Total liabilities

     419,598            388,160            378,720       

Total stockholders’ equity

     41,233            38,473            37,200       
  

 

 

        

 

 

        

 

 

      

Total liabilities and stockholders’ equity

   $ 460,831          $ 426,633          $ 415,920       
  

 

 

        

 

 

        

 

 

      

Net interest income

     $ 11,895          $ 11,112          $ 11,300     
    

 

 

        

 

 

        

 

 

    

Net interest-earning assets

   $ 59,580          $ 56,900          $ 52,433       
  

 

 

        

 

 

        

 

 

      

Interest rate spread(1)

          2.67          2.70          2.83

Net interest margin(2)

          2.80          2.81          2.94

Average interest-earning assets to average interest-bearing liabilities

     116.31          116.83          115.78     

 

(1)

Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate of interest-bearing liabilities.

(2)

Net interest margin represents net interest income divided by average total interest-earning assets.

 

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Rate/Volume Analysis

The following table presents the effects of changing rates and volumes on our net interest income for the periods indicated. The rate column shows the effects attributable to changes in rate (changes in average rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior period average rate). The total column represents the sum of the prior columns. For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately, based on the changes due to rate and the changes due to volume.

 

     Six Months Ended June 30,
2018 vs. 2017
    Year Ended December 31,
2017 vs. 2016
 
     Increase (Decrease) Due to     Total
Increase
(Decrease)
    Increase (Decrease) Due to     Total
Increase
(Decrease)
 
     Volume     Rate     Volume     Rate  
     (Dollars in thousands)  

Interest-earning assets:

        

Loans

   $ 720     $ (67   $ 653     $ 785     $ 291     $ 1,076  

Securities

     (229     76       (153     285       61       346  

Other(1)

     —       13       13       (7     44       37  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total interest-earning assets

     491       22       513     $ 1,063     $ 396     $ 1,459  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Interest-bearing liabilities:

            

NOW

     1       5       6       (2     (15     (17

Money Market deposits

     4       81       85       2       51       53  

Savings

     (1     6       5       2       (31     (29

Certificates of deposit

     142       94       236       169       307       476  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total interest-bearing deposits

     146       186       332       171       312       483  

Borrowings

     (19     44       25       167       26       193  

Other

     —       —       —       —       —       —  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total interest-bearing liabilities

     127       230       357       338       338       676  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Change in net interest income

   $ 364     $ (208   $ 156     $ 725     $ 58     $ 783  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)

Consists of Federal funds sold.

Management of Market Risk

General. Our most significant form of market risk is interest rate risk because, as a financial institution, the majority of our assets and liabilities are sensitive to changes in interest rates. Therefore, a principal part of our operations is to manage interest rate risk and limit the exposure of our financial condition and results of operations to changes in market interest rates. Our Asset/Liability Committee is responsible for evaluating the interest rate risk inherent in our assets and liabilities, for determining the level of risk that is appropriate, given our business strategy, operating environment, capital, liquidity and performance objectives, and for managing this risk consistent with the policy and guidelines approved by our board of directors.

Our asset/liability management strategy attempts to manage the impact of changes in interest rates on net interest income, our primary source of earnings. Among the techniques we use to manage interest rate risk are:

 

   

originating commercial real estate and commercial loans, which tend to have shorter terms and higher interest rates than owner occupied one- to four-family residential real estate loans, and which generate customer relationships that can result in larger non-interest-bearing checking accounts;

 

   

selling substantially all of our conforming and eligible jumbo, longer-term, fixed-rate one- to four-family residential real estate loans and retaining the non-conforming and shorter-term, fixed-rate and adjustable-rate one- to four-family residential real estate loans that we originate, subject to market conditions and periodic review of our asset/liability management needs; and

 

   

reducing our dependence on jumbo and brokered certificates of deposit to support lending and investment activities and increasing our reliance on core deposits, including checking accounts and savings accounts, which are less interest rate sensitive than certificates of deposit.

 

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Our board of directors is responsible for the review and oversight of our executive management team and other essential operational staff which are responsible for our asset/liability analysis. These officers act as an asset/liability committee and are charged with developing and implementing an asset/liability management plan, and they meet at least quarterly to review pricing and liquidity needs and assess our interest rate risk. We currently utilize a third-party modeling program, prepared on a quarterly basis, to evaluate our sensitivity to changing interest rates, given our business strategy, operating environment, capital, liquidity and performance objectives, and for managing this risk consistent with the guidelines approved by the board of directors.

We do not engage in hedging activities, such as engaging in futures, options or swap transactions, or investing in high-risk mortgage derivatives, such as collateralized mortgage obligation residual interests, real estate mortgage investment conduit residual interests or stripped mortgage-backed securities.

The table below sets forth, as of June 30, 2018, the calculation of the estimated changes in our net interest income that would result from the designated immediate changes in the United States Treasury yield curve.

 

Change in Interest

Rates (basis points) (1)

   Net Interest Income
Year 1 Forecast
     Year 1 Change
from Level
 
     (Dollars in thousands)  

+400

   $ 12,306          (4.7 )% 

+300

     12,494          (3.3 )% 

+200

     12,660          (2.0 )% 

+100

     12,760          (1.2 %) 

Level

     12,917          —    

-100

     12,727          (1.5 )% 

 

 

(1)

Assumes an immediate uniform change in interest rates at all maturities.

Economic Value of Equity. We monitor interest rate risk through the use of a simulation model that estimates the amounts by which the fair value of our assets and liabilities (our economic value of equity or “EVE”) would change in the event of a range of assumed changes in market interest rates. The quarterly reports developed in the simulation model assist us in identifying, measuring, monitoring and controlling interest rate risk to ensure compliance within our policy guidelines.

The table below sets forth, as of June 30, 2018, the estimated changes in our EVE that would result from the designated instantaneous changes in market interest rates. Computations of prospective effects of hypothetical interest rate changes are based on numerous assumptions including relative levels of market interest rates, loan prepayments and deposit decay, and should not be relied upon as indicative of actual results.

 

            Estimated Increase (Decrease) in EVE  

Basis Point (“bp”) Change in

Interest Rates(1)

   Estimated EVE(2)      Amount      Percent  
     (Dollars in thousands)  

400

   $ 37,219      $ (16,092      (30.2 )% 

300

     40,353        (12,958      (24.3 )% 

200

     44,426        (8,885      (16.7 )% 

100

     48,957        (4,354      (8.2 )% 

—  

     53,311        —          —    

(100)

     55,829        2,518        (4.7 )% 

 

(1)

Assumes an instantaneous uniform change in interest rates at all maturities.

(2)

EVE is the discounted present value of expected cash flows from assets, liabilities and off-balance sheet contracts.

The table above indicates that at June 30, 2018, in the event of a 100 basis point decrease in interest rates, we would have experienced a 4.7% decrease in our EVE. In the event of a 200 basis point increase in interest rates at June 30, 2018, we would have experienced an 16.7% decrease in our EVE.

Certain shortcomings are inherent in the methodology used in the above interest rate risk measurement. Modeling changes in EVE require making certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. In this regard, the EVE table presented assumes that the composition of our interest-sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration or repricing of specific assets and liabilities. Accordingly, although the EVE table provides an indication of our interest rate risk exposure at a particular point in time, such measurements are not intended to and do not provide a precise forecast of the effect of changes in market interest rates on EVE and will differ from actual results.

 

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EVE calculations also may not reflect the fair values of financial instruments. For example, decreases in market interest rates can increase the fair values of our loans, deposits and borrowings.

Liquidity and Capital Resources

Liquidity describes our ability to meet the financial obligations that arise in the ordinary course of business. Liquidity is primarily needed to meet the borrowing and deposit withdrawal requirements of our customers and to fund current and planned expenditures. Our primary sources of funds are deposits, principal and interest payments on loans and securities, proceeds from the sale of loans, and proceeds from maturities of securities. We also have the ability to borrow from the Federal Home Loan Bank of Chicago. At June 30, 2018, we had $27.7 million outstanding in advances from the Federal Home Loan Bank of. At June 30, 2018, we had the ability to have $118.9 million additional Federal Home Loan Bank of Chicago advances. Additionally, at June 30, 2018, we had a $10.0 million federal funds line of credit with the BMO Harris Bank, none of which was drawn at June 30, 2018.

While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions, and competition. Our most liquid assets are cash and cash equivalents and available-for-sale investment securities. The levels of these assets are dependent on our operating, financing, lending, and investing activities during any given period.

Our cash flows are comprised of three primary classifications: cash flows from operating activities, investing activities, and financing activities. Net cash provided by (used in) operating activities was ($831,000) and $327,000 for the six months ended June 30, 2018 and the year ended December 31, 2017, respectively. Net cash used in investing activities, which consists primarily of disbursements for loan originations and the purchase of investment securities, offset by principal collections on loans, proceeds from the sale of loans and the sale of securities and proceeds from maturing securities and pay downs on securities, was $18.9 million for the six months ended June 30, 2018, primarily due to a net increase of loans of $36.8 million. Net cash used in investing activities was $11.6 million for the year ended December 31, 2017, primarily due to net increase in loans of $18.7 million. Net cash provided by financing activities, consisting of activity in deposit accounts and FHLB advances, was $15.2 million and $16.0 million for the six months ended June 30, 2018 and the year ended December 31, 2017, respectively.

We are committed to maintaining a strong liquidity position. We monitor our liquidity position on a daily basis. We anticipate that we will have sufficient funds to meet our current funding commitments. Based on our current strategy to increase core deposits and the continued use of Federal Home Loan Bank of Chicago advances as well as brokered certificates of deposit as needed, to fund loan growth.

At June 30, 2018, we exceeded all of our regulatory capital requirements with a Tier 1 leverage capital level of $35.6 million, or 7.46% of adjusted total assets, which is above the well-capitalized required level of $23.8 million, or 5.00%; and total risk-based capital of $38.6 million, or 10.55% of risk-weighted assets, which is above the well-capitalized required level of $36.6 million, or 10.00%. Management is not aware of any conditions or events since the most recent notification that would change our category.

Off-Balance Sheet Arrangements and Contractual Obligations

Commitments. As a financial services provider, we routinely are a party to various financial instruments with off-balance-sheet risks, such as commitments to extend credit and unused lines of credit. While these contractual obligations represent our potential future cash requirements, a significant portion of commitments to extend credit may expire without being drawn upon. Such commitments are subject to the same credit policies and approval process accorded to loans we make. For additional information, see Note 10 of the notes to the financial statements beginning on page F-1 of this prospectus.

Contractual Obligations. In the ordinary course of our operations, we enter into certain contractual obligations. Such obligations include operating leases for premises and equipment, agreements with respect to borrowings and deposits, and agreements with respect to securities.

 

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The following tables present contractual obligations at June 30, 2018 and December 31, 2017.

 

            Payments Due by Period  

Contractual Obligations

   Total      Less Than
One Year
     One to Three
Years
     Three to Five
Years
     More Than
Five Years
 
     (Dollars in thousands)  

At June 30, 2018:

              

Long-term debt obligations

   $ 27,677      $ 3,017      $ 17,075      $ 7,088      $ 497  

Operating lease obligations

     427        107        320        —          —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 28,104      $ 3,124      $ 17,395      $ 7,088      $ 497  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

At December 31, 2017:

              

Long-term debt obligations

   $ 34,693      $ 10,034      $ 17,075      $ 7,088      $ 496  

Operating lease obligations

     534        214        300        20        —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 35,227      $ 10,248      $ 17,375      $ 7,108      $ 496  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Recent Accounting Pronouncements

For a discussion of the impact of recent accounting pronouncements, see Note 1 of the notes to our financial statements beginning on page F-1 of this prospectus.

Impact of Inflation and Changing Prices

The financial statements and related data presented herein have been prepared in accordance with generally accepted accounting principles in the United States of America which require the measurement of financial position and operating results in terms of historical dollars without considering changes in the relative purchasing power of money over time due to inflation. The primary impact of inflation on our operations is reflected in increased operating costs. Unlike most industrial companies, virtually all of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates, generally, have a more significant impact on a financial institution’s performance than does inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.

 

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BUSINESS OF 1895 BANCORP OF WISCONSIN, INC.

We have not engaged in any business to date. Upon completion of the reorganization and offering, we will own all of the issued and outstanding common stock of PyraMax Bank, FSB. We intend to retain up to 50% of the net proceeds from the offering. $100,000 will be contributed 1895 Bancorp of Wisconsin, MHC. A portion of the net proceeds we retain will be used to make a loan to the PyraMax Bank, FSB employee stock ownership plan to fund the purchase of shares of our common stock by the employee stock ownership plan. Additionally, we intend to contribute $100,000 in cash to 1895 Bancorp of Wisconsin Community Foundation, the charitable foundation that we are creating and funding in connection with the reorganization and offering. We intend to invest our capital as discussed in “How We Intend to Use the Proceeds from the Offering.”

In the future, 1895 Bancorp of Wisconsin, Inc., as the holding company of PyraMax Bank, FSB, will be authorized to pursue other business activities permitted by applicable laws and regulations for savings and loan holding companies, which may include the acquisition of banking and financial services companies. We have no plans for any mergers or acquisitions, or other diversification of the activities of 1895 Bancorp of Wisconsin, Inc. at the present time.

Our cash flow will depend on earnings from the investment of the net proceeds received in the offering that we retain, and any dividends received from PyraMax Bank, FSB. Initially, 1895 Bancorp of Wisconsin, Inc. will neither own nor lease any property, but will instead use the premises, equipment and furniture of PyraMax Bank, FSB. At the present time, we intend to employ only persons who are officers of PyraMax Bank, FSB to serve as officers of 1895 Bancorp of Wisconsin, Inc. We will also use the support staff of PyraMax Bank, FSB from time to time. These persons will not be separately compensated by 1895 Bancorp of Wisconsin, Inc. 1895 Bancorp of Wisconsin, Inc. may hire additional employees, as appropriate, to the extent it expands its business in the future. The initial directors of 1895 Bancorp of Wisconsin, Inc. will consist of the current directors of PyraMax Bank, FSB. See “Management.”

BUSINESS OF 1895 BANCORP OF WISCONSIN, MHC

1895 Bancorp of Wisconsin, MHC will be formed as a federal mutual holding company and will at all times own a majority of the outstanding shares of 1895 Bancorp of Wisconsin, Inc.’s common stock. Persons who had membership rights in PyraMax Bank, FSB as of the date of the reorganization will continue to have membership rights; however, these membership rights will be in 1895 Bancorp of Wisconsin, MHC.

1895 Bancorp of Wisconsin, MHC’s principal assets will be the common stock of 1895 Bancorp of Wisconsin, Inc. it receives in the reorganization and offering and $100,000 cash in initial capitalization, which will be contributed by 1895 Bancorp of Wisconsin, Inc. from the net proceeds of the offering. Presently, it is expected that the only business activity of 1895 Bancorp of Wisconsin, MHC will be to own a majority of 1895 Bancorp of Wisconsin, Inc.’s common stock. 1895 Bancorp of Wisconsin, MHC will be authorized, however, to engage in any other business activities that are permissible for mutual holding companies under federal law, including investing in loans and securities.

1895 Bancorp of Wisconsin, MHC will neither own nor lease any property, but will instead use the premises, equipment and furniture of PyraMax Bank, FSB. It is anticipated that 1895 Bancorp of Wisconsin, MHC will employ only persons who are officers of PyraMax Bank, FSB to serve as officers of 1895 Bancorp of Wisconsin, MHC. Those persons will not be separately compensated by 1895 Bancorp of Wisconsin, MHC. The initial directors of 1895 Bancorp of Wisconsin, MHC will consist of the current directors of PyraMax Bank, FSB.

BUSINESS OF PYRAMAX BANK, FSB

General

PyraMax Bank, FSB is a federally chartered mutual savings bank headquartered in Greenfield, Wisconsin. PyraMax Bank, FSB was established in 1895 as South Milwaukee Savings and Loan Association and has operated continuously in the Milwaukee metropolitan area since that time. In 1993, the bank changed its name to South Milwaukee Savings Bank, S.A. In May 2000, a merger between South Milwaukee Savings Bank and Mitchell Savings Bank officially formed PyraMax Bank, SSB. The bank changed to a federal savings bank charter in 2003, changing its name to PyraMax Bank, FSB.

From our founding in 1895, we operated as a traditional thrift institution, offering primarily residential mortgage loans and savings accounts, supplemented with multi-family and commercial real estate loans. In 2007, Richard Hurd was promoted to President and Chief Executive Officer of PyraMax Bank, FSB. Mr. Hurd began shifting PyraMax Bank, FSB’s focus to include more business-oriented products and services. In 2010, PyraMax Bank, FSB hired Charles Mauer as its Chief Credit Officer, continuing our increased focus on business-oriented lending.

 

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Commercial real estate growth has been the primary source of recent loan growth, and commercial business loan originations have also been emphasized.

We conduct our operations from our six full-service banking offices in Milwaukee County, our two full-service banking offices in Waukesha County and our full-service banking office in Ozaukee County Wisconsin. We have entered into an agreement to sell our branch located at 1605 West Mitchell Street, Milwaukee, Wisconsin, and anticipate completing that branch sale in the first quarter of 2019, pending regulatory approval. We consider our primary lending market area to be Milwaukee, Waukesha and Ozaukee Counties, however, we occasionally make loans secured by properties located outside of our primary lending market, usually to borrowers with whom we have an existing relationship and who have a presence within our primary market.

Our business consists primarily of taking deposits from the general public and investing those deposits, together with funds generated from operations, in one- to four-family residential real estate loans, commercial real estate loans (which includes non-owner occupied commercial real estate, multi-family, owner occupied commercial real estate and one- to four-family non-owner occupied loans), commercial loans (which includes commercial and industrial loans) and consumer loans.

Subject to market conditions, we expect to increase our focus on originating commercial real estate and commercial business loans in an effort to continue to diversify our overall loan portfolio, increase the overall yield earned on our loans and assist in managing interest rate risk. We also invest in securities, which have historically consisted of mortgage-backed securities issued by U.S. government sponsored enterprises, state and municipal securities, asset-backed securities and corporate collateralized mortgage-backed securities. We offer a variety of deposit accounts, including checking accounts, savings accounts and certificate of deposit accounts. Additionally, we have used borrowings, primarily advances from the Federal Home Loan Bank of Chicago, to fund our operations.

Reflecting our focus on our community, in connection with the offering, we intend to establish a charitable foundation called 1895 Bancorp of Wisconsin Community Foundation and fund it with $100,000 in cash and 1.0% of our outstanding shares of common stock (or 55,000 shares based on the midpoint of the offering range, for an aggregate contribution of $650,000 based on the $10.00 per share offering price) of our common stock. The purpose of this foundation will be to make contributions to support various charitable organizations operating in our community now and in the future.

Our website address is www.pyramaxbank.com. Information on this website should not be considered a part of this prospectus.

Market Area

We conduct our operations from our six full-service banking offices in Milwaukee County, our two full-service banking offices in Waukesha County and our full service banking office in Ozaukee County, Wisconsin. We have entered into an agreement to sell our branch located at 1605 West Mitchell Street, Milwaukee, Wisconsin, and anticipate completing that branch sale in the first quarter of 2019, pending regulatory approval. We consider our primary lending market area to be southeastern Wisconsin, however, we occasionally make loans secured by properties located outside of our primary lending market, usually to borrowers with whom we have an existing relationship and who have a presence within our primary market.

Milwaukee County contains a diverse cross section of employment sectors, with a mix of services, manufacturing, wholesale/retail trade, federal and local government, health care facilities and finance-related employment. Milwaukee County had an estimated population of 952,085 in 2017.

Milwaukee County is primarily an urban community and is the fortieth wealthiest county in Wisconsin. Our banking office in downtown Milwaukee is located in the historic Third Ward district, a mixed-use neighborhood that includes over 450 businesses. Our other Milwaukee County banking offices are located in more suburban areas, but are still in proximity to downtown Milwaukee. PyraMax Bank, FSB works with the City of Milwaukee and neighborhood housing agencies to support home ownership in all markets in which we operate.

According to the United States Census from 2011 through 2017:

 

   

The median household income in Milwaukee County was $45,263 compared to a median household income for Wisconsin of $54,610;

 

   

The median home value was $150,000, compared to $167,000 in Wisconsin;

 

   

Approximately 29.7% of the population of Milwaukee County held a bachelor’s degree or higher, compared to 28.4% of Wisconsin; and

 

   

Approximately 19.8% of the population of Milwaukee County had incomes below the poverty level, compared to 11.8% of Wisconsin.

 

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Waukesha County is primarily a suburban community and is the second wealthiest county in Wisconsin, with a median household income of $78,268 from 2011 to 2017. Waukesha County had an estimated population of 400,621 in 2017. Waukesha County has a diversified economy, including numerous educational institutions and a wide-ranging hospitality industry.

According to the United States Census from 2011 through 2017:

 

   

The median household income in Waukesha County was $78,268 compared to a median household income for Wisconsin of $54,610;

 

   

The median home value was $254,700, compared to $167,000 in Wisconsin;

 

   

Approximately 41.6% of the population of Waukesha County held a bachelor’s degree or higher, compared to 28.4% of Wisconsin; and

 

   

Approximately 5.2% of the population of Waukesha County had incomes below the poverty level, compared to 11.8% of Wisconsin.

Ozaukee County is the wealthiest county in Wisconsin, with a median household income of $78,415 from 2011 to 2017. Ozaukee County had an estimated population of 88,429 in 2017. Ozaukee County’s economy includes manufacturing, agricultural, healthcare, governmental and trade sectors.

According to the United States Census from 2011 through 2017:

 

   

The median household income in Ozaukee County was $78,415 compared to a median household income for Wisconsin of $54,610;

 

   

The median home value was $248,800, compared to $167,000 in Wisconsin;

 

   

Approximately 46.7% of the population of Ozaukee County held a bachelor’s degree or higher, compared to 28.4% of Wisconsin; and

 

   

Approximately 5.4% of the population of Ozaukee County had incomes below the poverty level, compared to 11.8% of Wisconsin.

Competition

We face significant competition within our market both in making loans and attracting deposits. Our market area has a high concentration of financial institutions, including large money center and regional banks, community banks and credit unions. Some of our competitors offer products and services that we currently do not offer, such as trust services and private banking. Our competition for loans and deposits comes principally from commercial banks, savings institutions, mortgage banking firms, consumer finance companies and credit unions. We face additional competition for deposits from short-term money market funds, brokerage firms, mutual funds and insurance companies.

As of June 30, 2017 (the latest date for which information is available), our market share was 0.54% of total deposits in Milwaukee County, Wisconsin, making us the 23rd largest out of 47 banks in Milwaukee County.

Lending Activities

Our principal lending activity is in one- to four-family residential real estate loans, commercial real estate loans, commercial loans and consumer loans. Subject to market conditions and our asset-liability analysis, we expect to continue to increase our focus on commercial and commercial real estate loans, in an effort to diversify our overall loan portfolio and increase the overall yield earned on our loans. We compete by focusing on personalized service for consumers as well as businesses. Due to our structure, we are able to move quickly on client requests and are able to price competitively compared to our competitors. Our responsiveness has enabled us to grow and retain our customer base. Additionally, the Milwaukee market has demonstrated strong growth and diversity in the commercial segment. Our focus on Milwaukee, Waukesha and Ozaukee counties enables us to utilize a limited sales force for maximum results. Our reputation for strong credit underwriting has also allowed us to build a network of smaller banks that purchase participations of loans which exceed our legal lending limit.

 

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Loan Portfolio Composition.

The following table sets forth the composition of the loan portfolio at the dates indicated.

 

     At June 30,     At December 31,  
     2018     2017     2016     2015     2014     2013  
     Amount     Percent     Amount     Percent     Amount     Percent     Amount     Percent     Amount     Percent     Amount     Percent  
     (Dollars in thousands)  

Residential Real Estate Loans:

 

First mortgages

   $ 105,831       28.6   $ 106,120       31.8   $ 103,900       33.0   $ 114,077       36.0   $ 90,325       30.9   $ 99,883       36.0

Construction

     4,959       1.3     3,358       1.0     4,619       1.5     3,276       1.0     3,508       1.2     919       0.3

Commercial Loans:

                        

Real estate

     182,695       49.3     156,991       47.1     144,093       45.7     137,292       43.4     130,928       44.8     101,524       36.6

Land development

     2,638       0.7     2,687       0.8     1,508       0.5     2,340       0.8     5,544       1.9     9,925       3.6

Other

     32,540       8.8     19,715       5.9     14,505       4.6     11,397       3.6     10,997       3.8     15,614       5.7

Consumer Loans:

                        

Home equity lines of credit

     39,770       10.7     42,344       12.7     45,162       14.3     46,928       14.8     49,455       16.9     47,423       17.1

Other consumer

     2,140       0.6     2,495       0.7     1,225       0.4     1,301       0.4     1,361       0.5     2,047       0.7
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total loans receivable

   $ 370,573       100.0   $ 333,710       100.0   $ 315,012       100.0   $ 316,611       100.0   $ 292,118       100.0   $ 277,335       100.0
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less: net deferred loan origination fees

   $ 540       $ 589       $ 519       $ 476       $ 418       $ 517    

Less: allowance for loan losses

     (3,092       (3,093       (3,008       (3,087       (3,741       (3,834  
  

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

   

Loans receivable, net

   $ 368,021       $ 331,206       $ 312,523       $ 314,000       $ 288,795       $ 274,018    
  

 

 

     

 

 

     

 

 

     

 

 

     

 

 

     

 

 

   

 

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Loan Portfolio Maturities

The following tables set forth certain information at June 30, 2018 and December 31, 2017 regarding the dollar amount of loan principal repayments becoming due during the periods indicated. The tables do not include any estimate of prepayments that significantly shorten the average loan life and may cause actual repayment experience to differ from that shown below. Demand loans, which are loans having no stated repayment schedule or no stated maturity, are reported as due in one year or less.

 

     At June 30, 2018  
     Residential
Real Estate
Loans
     Commercial
Loans
     Consumer
Loans
     Total Loans  
     (Dollars in thousands)  

Amounts due in:

           

One year or less

   $ 5,115      $ 32,022      $ 8,511      $ 45,648  

More than one year through five years

     17,075        110,976        28,910        156,961  

More than five years

     88,600        74,875        4,489        167,964  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 110,790      $ 217,873      $ 41,910      $ 370,573  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

     At December 31, 2017  
     Residential
Real Estate
Loans
     Commercial
Loans
     Consumer
Loans
     Total
Loans
 
     (Dollars in thousands)  

Amounts due in:

           

One year or less

   $ 14,157      $ 48,281      $ 8,726      $ 71,164  

More than one year through five years

     19,908        92,278        16,596        128,782  

More than five years

     75,413        38,834        19,517        133,764  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 109,478      $ 179,393      $ 44,839      $ 333,710  
  

 

 

    

 

 

    

 

 

    

 

 

 

Fixed vs. Adjustable Rate Loans

The following table sets forth the dollar amount of all loans at June 30, 2018 that are due after June 30, 2019 and have either fixed interest rates or floating or adjustable interest rates. The amounts shown below exclude unearned loan origination fees.

 

     Fixed Rates      Floating or
Adjustable Rates
     Total  
     (Dollars in thousands)  

Residential real estate loans

   $ 76,930      $ 28,745      $ 105,675  

Commercial loans

     135,377        50,474        185,851  

Consumer loans

     16,082        17,317        33,399  
  

 

 

    

 

 

    

 

 

 

Total

   $ 228,389      $ 96,536      $ 324,925  
  

 

 

    

 

 

    

 

 

 

The following table sets forth the dollar amount of all loans at December 31, 2017 that are due after December 31, 2018 and have either fixed interest rates or floating or adjustable interest rates. The amounts shown below exclude unearned loan origination fees.

 

     Fixed Rates      Floating or
Adjustable Rates
     Total  
     (Dollars in thousands)  

Residential real estate loans

   $ 75,981      $ 19,340      $ 95,321  

Commercial loans

     101,763        29,349        131,112  

Consumer loans

     33,451        2,662        36,113  
  

 

 

    

 

 

    

 

 

 

Total

   $ 211,195      $ 51,351      $ 262,546  
  

 

 

    

 

 

    

 

 

 

One- to four-family Residential Real Estate Lending. At June 30, 2018, we had $105.8 million of loans secured by one- to four-family residential real estate, representing 28.6% of our total loan portfolio. We originate both fixed-rate and adjustable-rate one- to four-family residential real estate loans. At June 30, 2018, 73.0% of our one- to four-family residential real estate loans were fixed-rate loans, and 27.0% of such loans were adjustable-rate loans.

 

 

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Our fixed-rate one- to four-family residential real estate loans typically have terms of 10 to 30 years and are generally underwritten according to Freddie Mac and Fannie Mae guidelines when the loan balance meets such guidelines, and we refer to loans that conform to such guidelines as “conforming loans.” We generally originate both fixed- and adjustable-rate mortgage loans in amounts up to the maximum conforming loan limits as established by the Fannie Mae, which as of June 30, 2018 was generally $453,100 for single-family homes in our market area. We sell, on both a servicing-released and servicing-retained basis, our conforming and eligible jumbo fixed-rate one- to four-family residential real estate loans. We also originate loans above the lending limit for conforming loans, which are referred to as “jumbo loans” that we may retain in our portfolio. Jumbo loans that we originate typically have 15 to 30 year terms and maximum loan-to-value ratios of 80%. At June 30, 2018, we had $4.9 million in jumbo loans, which represented 4.4% of our one- to four-family residential real estate loans. Our average loan size for jumbo loans was $544,000 at June 30, 2018. Generally all of our one- to four-family residential real estate loans are secured by properties located in southeastern Wisconsin.

We generally limit the loan-to-value ratios of our mortgage loans without private mortgage insurance to 80% of the sales price or appraised value, whichever is lower. Loans where the borrower obtains private mortgage insurance may be made in excess of this limit.

Our adjustable-rate one- to four-family residential real estate loans carry terms to maturity ranging from 10 to 30 years and generally have fixed rates for initial terms of five years, although we also offer initial terms of three or seven years, and adjust annually thereafter at a margin, which in recent years has been tied to a margin above the applicable treasury rate. The maximum amount by which the interest rate may be increased or decreased is generally 2% per adjustment period, with a lifetime interest rate cap of generally 6% over the initial interest rate of the loan and a rate floor. We typically hold in our loan portfolio our adjustable-rate one- to four-family residential real estate loans.

Although adjustable-rate mortgage loans may reduce to an extent our vulnerability to changes in market interest rates because they periodically re-price, as interest rates increase the required payments due from the borrower also increase (subject to rate caps), increasing the potential for default by the borrower. At the same time, the ability of the borrower to repay the loan and the marketability of the underlying collateral may be adversely affected by higher interest rates. Upward adjustments of the contractual interest rate are also limited by our maximum periodic and lifetime rate adjustments.

Moreover, the interest rates on most of our adjustable-rate loans do not adjust for up to five years after origination. As a result, the effectiveness of adjustable-rate mortgage loans in compensating for changes in general interest rates may be limited during periods of rapidly rising interest rates.

We do not offer “interest only” mortgage loans on permanent one- to four-family residential real estate loans (where the borrower pays interest for an initial period, after which the loan converts to a fully amortizing loan). We also do not offer loans that provide for negative amortization of principal, such as “Option ARM” loans, where the borrower can pay less than the interest owed on the loan, resulting in an increased principal balance during the life of the loan. We do not have a “subprime lending” program for one- to four-family residential real estate loans (i.e., loans that generally target borrowers with weakened credit histories).

Generally, residential mortgage loans that we originate include “due-on-sale” clauses, which give us the right to declare a loan immediately due and payable in the event that, among other things, the borrower sells or otherwise disposes of the real property subject to the mortgage and the loan is not repaid. All borrowers are required to obtain title insurance for the benefit of PyraMax Bank, FSB. We also require homeowner’s insurance and fire and casualty insurance and, where circumstances warrant, flood insurance on properties securing real estate loans.

Residential Real Estate Construction Lending. We originate loans to finance the construction of owner occupied one- to four-family residential properties to the prospective homeowners. At June 30, 2018, residential construction loan balances were $5.0 million, or 1.3% of our total loan portfolio, with an additional $3.0 million available to borrowers. The majority of these loans are secured by properties located in our primary market area.

Our owner occupied one- to four-family residential construction loans are generally structured as interest-only for 12 months. Construction loan values for one-to four-family residential properties generally will not exceed 80% during the construction phase of the mortgage, however, if private mortgage insurance is obtained we will consider loan-to-value limits up to 95%.

 

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Once the construction project is satisfactorily completed, generally within 12 months, the loan will convert to an amortizing loan for the remaining term of the loan. Upon completion the loan will be evaluated for sale on the secondary market. The interest rate is generally a fixed rate for up to 30 years, or a five- to seven-year adjustable rate mortgage.

Before making a commitment to fund a construction loan, we generally require an appraisal of the property by an independent licensed appraiser. The construction phase is carefully monitored to minimize our risk. All construction projects must be completed in accordance with approved plans and approved by the municipality in which they are located. Loan proceeds are disbursed periodically in increments as construction progresses and as inspections by our approved inspectors warrant.

Commercial Real Estate Lending. Consistent with our strategy to diversify our loan portfolio and increase our yield, we are focused on increasing our origination of commercial real estate loans. At June 30, 2018, we had $182.7 million in commercial real estate loans, representing 49.3% of our total loan portfolio. Of this aggregate amount, we had $70.4 million in non-owner occupied non-residential real estate, $57.9 million in multi-family residential real estate, $36.1 million in owner occupied non-residential real estate, $11.6 million in non-owner occupied residential real estate loans and $6.7 million in commercial real estate construction loans.

Our commercial real estate loans are generally secured by office and industrial buildings, warehouses, small retail facilities and restaurants and other special purpose commercial properties, primarily in Milwaukee, Waukesha and Ozaukee Counties, Wisconsin. Our multi-family loans, which are classified as commercial real estate loans in the tabular presentation, are generally secured by properties consisting of five or more rental units in our market area. We also purchase and participate in commercial real estate loans from other financial institutions. Such loans are independently underwritten according to our policies.

Our commercial real estate loans generally have initial terms of five to ten years and amortization terms of 15 to 30 years, with a balloon payment at the end of the initial term, and may be fixed-rate or adjustable-rate loans. Our adjustable-rate commercial real estate loans are generally tied to a margin above the prime rate or the applicable treasury rate. The maximum loan-to-value ratio of our commercial real estate loans is generally 80% of the lower of cost or appraised value of the property securing the loan.

We originate a variety of adjustable-rate multi-family residential real estate loans with terms and amortization periods generally up to 30 years, which may include balloon loans. Interest rates and payments on our adjustable-rate loans adjust every five, seven or ten years and generally are indexed to the prime rate or the corresponding Treasury rate, plus a margin. We generally include pre-payment penalties on multi-family residential real estate loans we originate.

At June 30, 2018, the average loan size of our outstanding commercial real estate loans was $562,000, and the largest of such loans was a $6.1 million loan consisting of an outstanding balance of $3.6 million, with an additional $2.5 million available, for a commercial construction project secured by a first mortgage on an industrial property. This loan was performing in accordance with its repayment terms at June 30, 2018.

We consider a number of factors in originating commercial real estate loans. We evaluate the qualifications and financial condition of the borrower, including project-level and global cash flows, credit history, and management expertise, as well as the value and condition of the property securing the loan. When evaluating the qualifications of the borrower, we consider the financial resources of the borrower, the borrower’s experience in owning or managing similar property and the borrower’s payment history with us and other financial institutions. In evaluating the property securing the loan, the factors we consider include the net operating income of the mortgaged property before debt service and depreciation, the ratio of the loan amount to the appraised value of the mortgaged property and the debt service coverage ratio (the ratio of net operating income to debt service). We generally require a debt service ratio of at least 1.20x. All commercial real estate loans, with the exception of owner occupied real estate, of $500,000 or more are appraised by outside independent appraisers. Personal guarantees are generally obtained from the principals of commercial real estate loans. We require property and casualty insurance and flood insurance if the property is determined to be in a flood zone area.

In underwriting multi-family and non-owner occupied one- to four-family residential real estate loans, we consider a number of factors, which include the projected net cash flow to the loan’s debt service requirement (generally requiring a minimum debt service coverage ratio of 1.20x), the age and condition of the collateral, the financial resources and income level of the borrower and the borrower’s experience in owning or managing similar properties. Multi-family residential real estate loans are generally originated in amounts up to 80% of the appraised value or the purchase price of the property securing the loan, whichever is lower. When circumstances warrant, guarantees are obtained from multi-family and one-to four-family residential real estate customers. In addition, the borrower’s and guarantor’s financial information on such loans is monitored on an ongoing basis by requiring periodic financial statement updates.

Commercial real estate loans entail greater credit risks compared to one- to four-family residential real estate loans because they typically involve larger loan balances concentrated with single borrowers or groups of related borrowers. In addition, the payment of loans secured by income-producing properties typically depends on the successful operation of the property, as repayment of the loan

 

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generally is dependent, in large part, on sufficient income from the property to cover operating expenses and debt service. Changes in economic conditions that are not in the control of the borrower or lender could affect the value of the collateral for the loan or the future cash flow of the property. Additionally, any decline in real estate values may be more pronounced for commercial real estate than residential properties. If we foreclose on a commercial real estate loan, the marketing and liquidation period to convert the real estate asset to cash can be a lengthy process with substantial holding costs. In addition, vacancies, deferred maintenance, repairs and market stigma can result in prospective buyers expecting sale price concessions to offset their real or perceived economic losses for the time it takes them to return the property to profitability. Depending on the individual circumstances, initial charge-offs and subsequent losses on commercial real estate loans can be unpredictable and substantial.

We also originate loans to finance the construction of commercial properties, multi-family residential projects (including non-owner occupied one- to four-family residences) and professional complexes. At June 30, 2018, commercial construction loan balances were $6.7 million, or 1.8% of our total loan portfolio. Under these loans, an additional $11.8 million remains available to borrowers. The majority of these loans are secured by properties located in our primary market area.

Our commercial real estate construction loans are generally structured as interest-only payments during the anticipated construction time. The interest rate is generally fixed for five years at the five-year Treasury rate plus a margin of 1.9% to 2.4%. We generally offer commercial construction loans with a value up to 80% of the appraised value on a completed basis or the cost of completion, whichever is less.

Construction loans generally involve greater credit risk than long-term financing on improved, owner occupied real estate. In the event a loan is made on property that is not yet approved for the planned development or improvements, there is a risk that necessary approvals will not be granted or will be delayed. Risk of loss on a construction loan also depends upon the accuracy of the initial estimate of the value of the property at completion of construction compared to the estimated cost (including interest) of construction and other assumptions. If the estimate of construction cost is inaccurate, we may be required to advance additional funds beyond the amount originally committed in order to protect the value of the property. Moreover, if the estimated value of the completed project is inaccurate, the borrower may hold a property with a value that is insufficient to assure full repayment of the construction loan upon the sale of the property. Construction loans also carry the risk that construction will not be completed on time in accordance with specifications and projected costs. In addition, repayment of these loans can be dependent on the sale or rental of the property to third parties, and the ultimate sale or rental of the property may not occur as anticipated.

Before making a commitment to fund a construction loan, we generally require an appraisal of the property by an independent licensed appraiser. The construction phase is carefully monitored to minimize our risk. All construction projects must be completed in accordance with approved plans and approved by the municipality in which they are located. Loan proceeds are disbursed periodically in increments as construction progresses and as inspections by our approved inspectors warrant.

At June 30, 2018, our largest construction and land development loan had an outstanding balance of $3.6 million, with an additional $2.5 million available to the borrower to complete construction, and was secured by a first mortgage on an industrial building. At June 30, 2018, this loan was performing according to its original terms.

Land Development Loans. We originate loans to finance the development of land for agricultural purposes and for the development of commercial and residential properties. Land development loans are generally secured by vacant land and/or property that is in the process of improvement. At June 30, 2018, land loans were $2.6 million, or 0.7% of our total loan portfolio, with no additional funds available to borrowers. The majority of these loans are secured by properties located in our primary market area.

Our land development loans may be structured as interest-only loans or amortizing. The interest rate generally floats, at the prime rate or prime rate plus 1%. We offer financing to purchase or refinance land for agricultural purposes or development with a maximum loan to value ratio of 65%. However, if we are providing financing to improve the land, the maximum loan to value ratio will generally be 80% of the appraised value on a completed basis or the cost of completion, whichever is less.

Land development loans generally involve greater credit risk than long-term financing on improved, owner occupied real estate. In the event a loan is made on property that is not yet approved for the planned development, there is a risk that necessary approvals will not be granted or will be delayed. Risk of loss on a land development loan also depends upon the accuracy of the initial estimate of the value of the property at completion of construction compared to the estimated cost (including interest) of construction and other assumptions. If the estimate of development costs is inaccurate, we may be required to advance additional funds beyond the amount originally committed in order to protect the value of the property. Moreover, if the estimated value of the completed project is inaccurate, the borrower may hold a property with a value that is insufficient to assure full repayment of the construction loan upon the sale of the property. Land development loans also carry the risk that improvements will not be completed on time in accordance with specifications and projected costs. In addition, repayment of these loans can be dependent on the sale of the property to third parties, and the ultimate sale or rental of the property may not occur as anticipated.

 

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Before making a commitment to fund a land loan, we generally require an appraisal of the property by an independent licensed appraiser. We will monitor the land loan in a similar fashion to any other commercial real estate loan.

At June 30, 2018, our largest land loan had an outstanding balance of $1.7 million and was secured by agricultural land. At June 30, 2018, this loan was performing according to its original terms.

Commercial Lending. At June 30, 2018, we had $32.5 million of commercial loans, representing 8.8% of our total loan portfolio. We originate commercial loans and lines of credit secured by non-real estate business assets. These loans are made based primarily on historical and projected cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of borrowers, however, may not behave as forecasted, and collateral securing loans may fluctuate in value because of economic or individual performance factors. Financial information is obtained from the borrowers to evaluate cash flow sufficiency to service debt and is periodically updated during the life of the loan. These loans are generally originated to small businesses in our primary market area. Our commercial loans are generally used by the borrowers for working capital purposes or for acquiring equipment, inventory or furniture, and are primarily secured by business assets other than real estate, such as business equipment, inventory and accounts receivable. Our commercial loans are generally term loans with terms of three to seven years and lines of credit with terms of one to two years, with a target loan size of $250,000 to $5.0 million. Our commercial and industrial lines of credit are generally priced on an adjustable-rate basis tied to the prime rate. Term loans are generally priced at a spread over the applicable treasury rate. We generally obtain personal guarantees with commercial loans.

At June 30, 2018, the average loan size of our outstanding commercial loans was $103,000, and our largest outstanding commercial and industrial loan commitment was a $5.8 million loan to a financial/leasing company, which provides equipment financing, through leases and loans, to their customers in the technology, office, medical, manufacturing, construction and communication industries, among others. When the financial/leasing company enters into a loan or lease with their customer, they obtain the necessary funding from the Bank to fulfill their lease or loan commitment to their customer. The term of our advances are generally the same as the term the financial/leasing company provider to their customer. The Bank’s funding is secured by an assignment of the relevant lease or loan documents between the financial/leasing company and its customer. This commitment was performing in accordance with its repayment terms at June 30, 2018.

We typically originate commercial loans on the basis of the borrower’s ability to make repayment from the cash flow of the borrower’s business, the experience and stability of the borrower’s management team, earnings projections and their underlying assumptions, and the value and marketability of any collateral securing the loan. As a result, the availability of funds for the repayment of commercial loans may be substantially dependent on the success of the business itself and the general economic environment in our market area. Therefore, commercial loans that we originate have greater credit risk than one- to four-family residential real estate loans. In addition, commercial loans often result in larger outstanding balances to single borrowers, or related groups of borrowers, and also generally require substantially greater evaluation and oversight efforts.

Consumer Lending. We offer a variety of consumer loans to individuals who reside or work in our market area, including home equity lines of credit, new and used automobile loans, boat loans, recreational vehicle loans and loans secured by certificates of deposit. At June 30, 2018, our consumer loan portfolio totaled $41.9 million, or 11.3% of our total loan portfolio. At June 30, 2018, $31.5 million of that amount, or 8.4% of our total loan portfolio, consisted of outstanding balances on home equity lines of credit, which lines of credit had $34.3 million available to draw. At June 30, 2018, we had $43,500 of unsecured consumer loans.

Generally, our home equity lines of credit are underwritten with a maximum loan to value of 85%, a minimum credit score of 640 and a maximum debt to income ratio of 43%.

Consumer loans generally have shorter terms to maturity, which reduces our exposure to changes in interest rates. In addition, management believes that offering consumer loan products helps to expand and create stronger ties to our existing customer base by increasing the number of customer relationships and providing cross-marketing opportunities.

Originations, Sales and Purchases of Loans

Our loan originations are generated by our loan personnel operating at our banking office locations. While we originate both fixed-rate and adjustable-rate loans, our ability to generate each type of loan depends upon relative borrower demand and the pricing levels as set in the local marketplace by competing banks, thrifts, credit unions, and mortgage banking companies. Our volume of real estate loan originations is influenced significantly by market interest rates, and, accordingly, the volume of our real estate loan originations can vary from period to period.

 

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We consider our balance sheet as well as market conditions on an ongoing basis in making decisions as to whether to hold loans we originate for investment or to sell such residential loans to investors, choosing the strategy that is most advantageous to us from a profitability and risk management standpoint. We sell the majority of the fixed-rate conforming and eligible jumbo one- to four-family residential real estate loans that we originate, on both a servicing-released and servicing-retained basis, with limited or no recourse, while retaining some non-eligible fixed-rate and adjustable-rate one- to four-family residential real estate loans in order to manage the duration and time to repricing of our loan portfolio. For the six months ended June 30, 2018 and the years ended December 31, 2017 and 2016, we sold $30.6 million, $63.0 million and $124.3 million of one- to four-family residential real estate loans.

The loans that we originate to sell are closed in our name, and are subsequently sold to our investors who provide Fannie Mae and Freddie Mac conventional products as well as FHA and VA government loans. We recognize, at the time of sale, the cash gain or loss on the sale of the loans based on the difference between the net cash proceeds received and the carrying value of the loans sold. Subject to market and economic conditions, management intends to continue this sales activity in future periods to generate gain on sale income.

From time to time, we may purchase commercial real estate and commercial loan participations secured by properties within and outside of our primary lending market area in which we are not the lead lender. In these circumstances, we follow our customary loan underwriting and approval policies. At June 30, 2018, we had seven loans totaling $7.9 million in which we were not the lead lender, all of which were performing in accordance with their original repayment terms. We also have participated out portions of a loan that exceeded our loans-to-one borrower legal lending limit and for risk diversification. Historically, we have not purchased whole loans, however, pursuant to our growth strategy, we may purchase whole loans in the future.

Loan Approval Procedures and Authority

Pursuant to federal law, the aggregate amount of loans that PyraMax Bank, FSB is permitted to make to any one borrower or a group of related borrowers is generally limited to 15% of PyraMax Bank, FSB’s unimpaired capital and surplus (25% if the amount in excess of 15% is secured by “readily marketable collateral” or 30% for certain residential development loans). At June 30, 2018, based on the 15% limitation, PyraMax Bank, FSB’s loans-to-one-borrower limit was approximately $5.8 million. On the same date, PyraMax Bank, FSB had two borrowers with outstanding balances in excess of this amount. At the time the loans were originated the borrowers were within PyraMax Bank, FSB’s legal lending limit, and only exceeded this limit based on a subsequent decrease in PyraMax Bank, FSB’s capital levels. At June 30, 2018, our largest loan relationship with one borrower was for $6.1 million, consisting of an outstanding balance of $3.6 million, with an additional $2.5 million available, for a commercial construction project which was secured by a first mortgage on an industrial property, and the loans were performing in accordance with their repayment terms on that date. Our loan-to-one borrower limitation will increase following the completion of the offering due to the additional capital PyraMax Bank, FSB will receive.

Our lending is subject to written underwriting standards and origination procedures. Decisions on loan applications are made on the basis of detailed information submitted by the prospective borrower, credit histories that we obtain, and property valuations (consistent with our appraisal policy) prepared by outside independent licensed appraisers approved by our board of directors as well as internal evaluations, where permitted by regulations. The loan information is primarily designed to determine the borrower’s ability to repay the requested loan, and the more significant items are verified through use of credit reports, bank statements and tax returns.

All loan approval amounts are based on the aggregate loans, including total balances of outstanding loans and the proposed loan to the individual borrower and any related entity. Our President and Chief Executive Officer has individual authorization to approve loans up to $2.0 million. Our Chief Credit Officer has individual authorization to approve loans up to $1.0 million. Our Vice President-Credit Administration has individual authorization to approve loans up to $250,000. Our Officers Loan Committee, which consists of our President, Chief Brand Officer, Chief Credit Officer, Chief Financial Officer, Chief Lending Officer, Vice President-Credit Administration and all commercial lenders, can approve loans up to $2.0 million in the aggregate. Loans in excess of $2.0 million require the approval of our Board of Directors, or, if exigent circumstances exist, the President and Chief Credit Officer may approve such loans if the Board of Directors is unavailable and such approval is based on a recommendation of the Chief Credit Officer and is subsequently approved by the Board of Directors.

In addition, the following individuals have retail consumer loan authority: our Chief Brand Officer can approve loans up to $200,000; our Vice President-Retail Operations and Senior Underwriters can approve loans up to $150,000; our Junior Underwriters can approve loans up to $100,000; our Vice President-Retail Banking, Sales Manager can approve loans up to $100,000; and one Branch Executive Officer can approve loans up to $75,000 while all other Branch Executive Officers can approve loans up to $1,000.

Our Chief Brand Officer, Vice President-Retail Loan Operations, and Senior Underwriters and Underwriters have authority to approve conforming mortgage loans up to the secondary market limit.

 

 

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Generally, we require title insurance or abstracts on our mortgage loans as well as fire and extended coverage casualty insurance in amounts at least equal to the principal amount of the loan or the value of improvements on the property, depending on the type of loan.

From time to time, a loan applicant may not meet one or more of the loan policy or loan program requirements, resulting in a denial of the loan application. The loan officer may seek an exception, by providing detailed information to explain the policy/program exception along with other pertinent information. The following individuals have the authority to approve these requests with the indicated loan limits for commercial mortgage loans and consumer loans: the Board of Directors may approve loans with exceptions up to the legal lending limit of PyraMax Bank, FSB; the Officers Loan Committee and our President and Chief Executive Officers may approve loans with exceptions up to $2.0 million; and our Chief Credit Officer may approve loans with exceptions up to $1.0 million. Our Chief Brand Officer has the authority to approve exceptions on conforming mortgage loans up to the secondary market limits, however, the loan would still need to qualify for sale in the secondary market after granting the exception. Our Chief Brand Officer and Resolution Officer have exception authority for consumer loans with limits of $200,000 and $100,000, respectively.

Delinquencies and Non-Performing Assets

Delinquency Procedures for Owner Occupied One- to Four-Family Residential and Consumer Loans. When an owner-occupied residential real estate or consumer loan payment becomes 16 days past due, we contact the customer by mailing a late notice, and loan officers and/or members of our loan collection department may contact the customer. If a loan payment becomes 30 days past due, we mail an additional late notice, and we also place telephone calls to the borrower. These loan collection efforts continue until a loan becomes 90-120 days past due, at which point we would generally refer the loan for foreclosure proceedings unless management determines that it is in the best interest of PyraMax Bank, FSB to work further with the borrower to arrange a workout plan. The foreclosure process generally would begin when a loan becomes 120 days delinquent. From time to time we may accept deeds in lieu of foreclosure.

Delinquency Procedures for Commercial and Commercial Real Estate Loans. When a commercial loan or commercial real estate loan becomes 10 days past due, we contact the customer by mailing a late notice. The loan officer assigned to the account may also contact the borrower. If the loan continues to run past due, the loan officer will continue to contact the borrower to determine the cause of the past due payment(s) and arrange for payments. This information will be discussed with the Chief Credit Officer to determine the nature of the past due payment and, if necessary, to develop a plan to bring the past due payment(s) current and determine if the likelihood of repayment is in question. The loan will also be evaluated for a change to the risk rating. Depending on the circumstances, the lender and Chief Credit Officer may develop a plan to protect PyraMax Bank, FSB’s interest in the loan. If necessary, PyraMax Bank, FSB will engage an attorney to pursue further collection efforts.

Our High Risk Loan Committee, which consists of our President, Chief Credit Officer, Chief Financial Officer and Chief Lending Officer provides oversight of stressed commercial and retail loans to mitigate identified risks.

Loans Past Due and Nonperforming Assets. Loans are reviewed on a regular basis. Management determines that a loan is impaired or nonperforming when it is probable at least a portion of the loan will not be collected in accordance with the original terms due to a deterioration in the financial condition of the borrower or the value of the underlying collateral if the loan is collateral dependent. When a loan is determined to be impaired, the measurement of the loan in the allowance for loan losses is based on present value of expected future cash flows, except that all collateral-dependent loans are measured for impairment based on the fair value of the collateral. Non-accrual loans are loans for which collectability is questionable and, therefore, interest on such loans will no longer be recognized on an accrual basis. All loans that become 90 days or more delinquent are placed on non-accrual status unless the loan is well secured and in the process of collection. When loans are placed on non-accrual status, unpaid accrued interest is fully reversed, and further income is recognized only to the extent received on a cash basis or cost recovery method. 

When we acquire real estate as a result of foreclosure, the real estate is classified as foreclosed assets. Foreclosed assets are recorded at the lower of carrying amount or fair value, less estimated costs to sell. Soon after acquisition, we order a new appraisal, or evaluation when acceptable, to determine the current market value of the property. Any excess of the recorded value of the loan satisfied over the market value of the property is charged against the allowance for loan losses, or, if the existing allowance is inadequate, charged to expense, in either case during the applicable period of such determination. After acquisition, all costs incurred in maintaining the property are expensed. Costs relating to the development and improvement of the property, however, are capitalized to the extent of estimated fair value less estimated costs to sell.

 

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Delinquent Loans. The following table sets forth our loan delinquencies by type, by amount and by percentage of type at the dates indicated.

 

     At June 30,
2018
     At December 31,
2017
 
     30-89 Days      90 Days or More      30-89 Days      90 Days or More  
     Number of
Loans
     Principal
Balance
     Number of
Loans
     Principal
Balance
     Number of
Loans
     Principal
Balance
     Number of
Loans
     Principal
Balance
 
     (In thousands)  

Residential real estate loans

     7      $ 906        2      $ 293        22      $ 2,156        5      $ 56  

Commercial real estate loans

     1        152        1        303        1        6        2        303  

Commercial loans

     —          —          —          —          —          —          —          —    

Consumer loans

     11        56        3        82        22        537        5        125  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     19      $ 1,114        6      $ 678        45      $ 2,699        12      $ 484  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

     At December 31,  
     2016      2015  
     30-89 Days      90 Days or More      30-89 Days      90 Days or More  
     Number of
Loans
     Principal
Balance
     Number of
Loans
     Principal
Balance
     Number of
Loans
     Principal
Balance
     Number of
Loans
     Principal
Balance
 
     (In thousands)  

Residential real estate loans

     14      $ 1,789        4      $ 398        18      $ 2,618        3      $ 208  

Commercial real estate loans

     1        369        2        479        1        280        3        1,062  

Commercial loans

     —          —          —          —          1        13        —          —    

Consumer loans

     12        336        2        34        15        513        1        77  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     27      $ 2,494        8      $ 911        35      $ 3,424        7      $ 1,347  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

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Nonperforming Loans. We generally cease accruing interest on our loans when contractual payments of principal or interest have become 90 days past due or management has serious doubts about further collectability of principal or interest, even though the loan is currently performing. A loan may remain on accrual status if it is in the process of collection and is either guaranteed or well secured. When a loan is placed on nonaccrual status, unpaid interest credited to income is reversed. Interest received on nonaccrual loans generally is applied against principal or interest and is recognized on a cash basis. Generally, loans are restored to accrual status when the obligation is brought current, has performed in accordance with the contractual terms for a reasonable period of time and the ultimate collectability of the total contractual principal and interest is no longer in doubt.

Nonperforming loans decreased to $1.8 million, or 0.5% of total loans, at June 30, 2018 from $1.9 million, or 0.6% of total loans, at December 31, 2017 and $3.0 million, or 1.0% of total loans, at December 31, 2016. The decrease in nonperforming loans was due to decreases in nonperforming loans in all loan categories.

Troubled Debt Restructurings. Loans are accounted for as troubled debt restructurings when a borrower is experiencing financial difficulties that lead to a restructuring of the loan, and PyraMax Bank, FSB grants a concession to the borrower that it would not otherwise consider. These concessions include a modification of terms, such as a reduction of the stated interest rate or loan balance, a reduction of accrued interest, an extension of the maturity date at an interest rate lower than current market rate for a new loan with similar risk, or some combination thereof to facilitate payment. Troubled debt restructurings are considered impaired loans. No additional loan commitments were outstanding to our troubled debt restructured borrowers at June 30, 2018.

Loans on non-accrual status at the date of modification are initially classified as non-accrual troubled debt restructurings. At June 30, 2018, we had $695,000 in non-accrual troubled debt restructurings, none of which were in the process of foreclosure as of June 30, 2018. Our policy provides that troubled debt restructured loans are returned to accrual status after a period of satisfactory and reasonable future payment performance under the terms of the restructuring. Satisfactory payment performance is generally no less than six consecutive months of timely payments. At June 30, 2018, we had $578,000 in accruing troubled debt restructurings.

Nonperforming Assets. The table below sets forth the amounts and categories of our non-performing assets at the dates indicated.

 

     At June 30,
2018
    At December 31,  
    2017     2016     2015     2014     2013  
     (Dollars in thousands)  

Non-accrual loans: (1)

            

Residential real estate loans

   $ 1,145     $ 1,128     $ 1,681     $ 3,136     $ 2,820     $ 4,162  

Commercial loans

     328       335       826       1,510       1,514       5,458  

Consumer loans

     374       424       489       7       675       608  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

     1,847       1,887       2,996       4,653       5,009       10,228  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Accruing loans past due 90 days or more:

            

Residential real estate loans

     —         —         —         —         —         1  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

     —         —         —         —         —         1  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total non-performing loans

     1,847       1,887       2,996       4,653       5,009       10,229  

Other real estate owned

     —         —         —         5       162       1,905  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total non-performing assets

   $ 1,847     $ 1,887     $ 2,996     $ 4,658     $ 5,171     $ 12,134  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Troubled debt restructurings (accruing):

            

Residential real estate loans

   $ 337     $ 483     $ 395     $ 403     $ 411     $ 421  

Commercial loans

     241       246       427       441       271       302  

Consumer loans

     —         —         —         —         —         —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total troubled debt restructurings (accruing)

   $ 578     $ 729     $ 822     $ 844     $ 682     $ 723  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total troubled debt restructurings (accruing) and total non-performing assets

   $ 2,425     $ 2,616     $ 3,818     $ 5,502     $ 5,853     $ 12,857  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total non-performing loans to total loans

     0.50     0.57     0.95     1.47     1.71     3.69

Total non-performing loans to total assets

     0.38     0.40     0.67     1.09     1.21     2. 38

Total non-performing assets and troubled debt restructurings (accruing) to total assets

     0.50     0.56     0.85     1.29     1.41     2.99

 

(1)

Non-accrual loans at June 30, 2018 include $695 of troubled debt restructurings.

 

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Interest income that would have been recorded for the six months ended June 30, 2018 had non-accruing loans been current according to their original terms amounted to $62,894. In addition, there was no additional interest income that would have been recorded for the year ended December 31, 2017 had accruing troubled debt restructurings been current according to their original terms.

Foreclosed Assets. Foreclosed assets consist of property acquired through formal foreclosure, in-substance foreclosure or by deed in lieu of foreclosure, and are recorded at the lower of recorded investment or fair value less estimated costs to sell. Write-downs from recorded investment to fair value, which are required at the time of foreclosure, are charged to the allowance for loan losses. After transfer, adjustments to the carrying value of the properties that result from subsequent declines in value are charged to operations in the period in which the declines occur. During the six months ended June 30, 2018, no loans were transferred into foreclosed assets. We had no foreclosed assets at June 30, 2018 and December 31, 2017, respectively.

Classified Assets. Federal regulations provide for the classification of loans and other assets, such as debt and equity securities considered by the OCC to be of lesser quality, as “substandard,” “doubtful” or “loss.” 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 “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 designated as “special mention” by our management.

When an insured institution classifies problem assets as either substandard or doubtful, it may establish general allowances in an amount deemed prudent by management to cover probable accrued losses in the loan portfolio. General allowances represent loss allowances which have been established to cover probable accrued losses associated with lending activities, but which, unlike specific allowances, have not been allocated to particular problem assets. When an insured institution classifies problem assets as “loss,” it is required either to establish a specific allowance for losses equal to 100% of that portion of the asset so classified or to charge-off such amount. An institution’s determination as to the classification of its assets and the amount of its valuation allowances is subject to review by the regulatory authorities, which may require the establishment of additional general or specific loss allowances.

In accordance with our loan policy, we regularly review the problem loans in our portfolio to determine whether any loans require classification in accordance with applicable regulations. Loans are listed on the “watch list” initially because of emerging financial weaknesses even though the loan is currently performing as agreed, or if the loan possesses weaknesses although currently performing. If a loan deteriorates in asset quality, the classification is changed to “special mention,” “substandard,” “doubtful” or “loss” depending on the circumstances and the evaluation. Generally, loans 90 days or more past due are placed on nonaccrual status and classified “substandard.” Management reviews the status of each impaired loan on our watch list on a quarterly basis.

On the basis of this review of our assets, our classified assets (including commercial, residential and consumer loans) at the dates indicated were as follows:

 

     At June 30,
2018
     At December 31,  
     2017      2016      2015  
     (Dollars in thousands)  

Watch and Special Mention

   $ 14,406      $ 14,964      $ 18,315      $ 12,871  

Substandard

     2,077        3,440        6,421        8,134  

Doubtful

     125        137        163        239  

Loss

     —          —          —          —    
  

 

 

    

 

 

    

 

 

    

 

 

 

Total classified assets

   $ 16,608      $ 18,541      $ 24,899      $ 21,244  
  

 

 

    

 

 

    

 

 

    

 

 

 

Allowance for Loan Losses

The allowance for loan losses is maintained at a level which, in management’s judgment, is adequate to absorb probable credit losses inherent in the loan portfolio. The amount of the allowance is based on management’s evaluation of the collectability of the loan portfolio, including the nature of the portfolio, credit concentrations, trends in historical loss experience, specific impaired loans, and economic conditions. Allowances for impaired loans are generally determined based on collateral values or the present value of estimated cash flows. Because of uncertainties associated with regional economic conditions, collateral values, and future cash flows on impaired loans, it is reasonably possible that management’s estimate of probable credit losses inherent in the loan portfolio and the

 

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related allowance may change materially in the near-term. The allowance is increased by a provision for loan losses, which is charged to expense and reduced by full and partial charge-offs, net of recoveries. Changes in the allowance relating to impaired loans are charged or credited to the provision for loan losses. Management’s periodic evaluation of the adequacy of the allowance is based on various factors, including, but not limited to, management’s ongoing review and grading of loans, facts and issues related to specific loans, historical loan loss and delinquency experience, trends in past due and non-accrual loans, existing risk characteristics of specific loans or loan pools, the fair value of underlying collateral, current economic conditions and other qualitative and quantitative factors which could affect potential credit losses.

As an integral part of their examination process, the Office of the Comptroller of the Currency will periodically review our allowance for loan losses, and as a result of such reviews, we may have to adjust our allowance for loan losses. However, regulatory agencies are not directly involved in the process for establishing the allowance for loan losses as the process is our responsibility and any increase or decrease in the allowance is the responsibility of management.

Allowance for Loan Losses. The following table sets forth activity in our allowance for loan losses for the periods indicated.

 

     Six Months Ended
June 30,
    Year Ended December 31,  
     2018     2017     2017     2016     2015     2014     2013  
     (Dollars in thousands)  

Allowance for loan losses at beginning of period

   $ 3,093     $ 3,008     $ 3,008     $ 3,087     $ 3,741     $ 3,834     $ 5,374  

Provision (credit) for loan losses

     —         —         —         —         (684     —         (600

Charge-offs:

              

Residential real estate loans

     —         —         —         89       218       110       356  

Commercial loans

     —         —         —         114       —         209       677  

Consumer loans

     34       8       37       113       45       113       750  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total charge-offs

   $ 34     $ 8     $ 37     $ 316     $ 263     $ 432     $ 1,783  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Recoveries:

              

Residential real estate loans

   $ 3     $ 5     $ 22     $ 51     $ 10     $ 36     $ 89  

Commercial loans

     12       11       24       45       119       207       644  

Consumer loans

     18       32       76       141       164       96       110  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total recoveries

   $ 33     $ 48     $ 122     $ 237     $ 293     $ 339     $ 843  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net charge-offs (recoveries)

   $ 1     $ (40   $ (85   $ 79     $ (30   $ 93     $ 940  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Allowance for loan losses at end of period

   $ 3,092     $ 3,048     $ 3,093     $ 3,008     $ 3,087     $ 3,741     $ 3,834  

Allowance for loan losses to non-performing loans at end of period

     167.40     143.98     163.90     100.39     66.35     74.69     37.49

Allowance for loan losses to total loans outstanding at end of period

     0.83     0.95     0.93     0.95     0.97     1.28     1.38

Net charge-offs (recoveries) to average loans outstanding during period

     —       (0.01 )%      (0.03 )%      0.03     (0.01 )%      0.03     0.35

 

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Allocation of Allowance for Loan Losses. The following table sets forth the allowance for loan losses allocated by loan category, the total loan balances by category, and the percent of loans in each category to total loans at the dates indicated. The allowance for loan losses allocated to each category is not necessarily indicative of future losses in any particular category and does not restrict the use of the allowance to absorb losses in other categories. At the dates indicated, we had no unallocated allowance for loan losses.

 

                        At December 31,  
     At June 30, 2018     2017     2016  
     Allowance
for Loan
Losses
     Percent of
Allowance
in Category
to Total
Allocated
Allowance
    Percent of
Loans in
Each
Category to
Total Loans
    Allowance
for Loan
Losses
     Percent of
Allowance
in Category
to Total
Allocated
Allowance
    Percent of
Loans in
Each
Category to
Total Loans
    Allowance
for Loan
Losses
     Percent of
Allowance
in Category
to Total
Allocated
Allowance
    Percent of
Loans in
Each
Category to
Total Loans
 
     (Dollars in thousands)  

Residential real estate

   $ 1,249        40.4     29.9   $ 1,246        40.3     32.8   $ 1,224        40.7     34.5

Commercial

     1,381        44.6       58.8       1,369        44.2     53.8     1,345        44.7     50.8

Consumer

     462        14.9       11.3       478        15.5     13.4     439        14.6     14.7
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Total allocated allowance

     3,092        100.0     100.0     3,093        100.0     100.0     3,008        100.0     100.0
     

 

 

   

 

 

      

 

 

   

 

 

      

 

 

   

 

 

 

Unallocated

     —              —              —         
  

 

 

        

 

 

        

 

 

      

Total

   $ 3,092          $ 3,093          $ 3,008       
  

 

 

        

 

 

        

 

 

      

 

     At December 31,  
     2015     2014     2013  
     Allowance
for Loan
Losses
     Percent of
Allowance
in Category
to Total
Allocated
Allowance
    Percent of
Loans in
Category to
Total Loans
    Allowance
for Loan
Losses
     Percent of
Allowance
in Category
to Total
Allocated
Allowance
    Percent of
Loans in
Category to
Total Loans
    Allowance
for Loan
Losses
     Percent of
Allowance
in Category
to Total
Allocated
Allowance
    Percent of
Loans in
Category to
Total Loans
 
     (Dollars in thousands)  

Residential real estate

   $ 1,262        40.9     37.0   $ 758        20.3     32.1   $ 832        21.7     36.3

Commercial

     1,414        45.8       47.8       2,909        77.8       50.5       2,910        75.9       45.9  

Consumer

     411        13.3       15.2       74        2.0       17.4       92        2.4       17.8  
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Total allocated allowance

     3,087        100.0     100.0     3,741        100.0     100.0     3,834        100.0     100.0
     

 

 

   

 

 

      

 

 

   

 

 

      

 

 

   

 

 

 

Unallocated

     —              —              —         
  

 

 

        

 

 

        

 

 

      

Total

   $ 3,087          $ 3,741          $ 3,834       
  

 

 

        

 

 

        

 

 

      

 

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At June 30, 2018, our allowance for loan losses represented 0.83% of total loans and 167.41% of non-performing loans, and at December 31, 2017, our allowance for loan losses represented 0.93% of total loans and 163.90% of non-performing loans. There were $1,000, $(85,000) and $79,000 in net loan charge-offs (recoveries) during the six months ended June 30, 2018 and the years ended December 31, 2017 and 2016, respectively.

Although we believe that we use the best information available to establish the allowance for loan losses, future adjustments to the allowance for loan losses may be necessary and results of operations could be adversely affected if circumstances differ substantially from the assumptions used in making the determinations. Because future events affecting borrowers and collateral cannot be predicted with certainty, the existing allowance for loan losses may not be adequate and management may determine that increases in the allowance are necessary if the quality of any portion of our loan portfolio deteriorates as a result. Any material increase in the allowance for loan losses may adversely affect our financial condition and results of operations.

Investment Activities

General. The goals of our investment policy are to provide and maintain liquidity to meet deposit withdrawal and loan funding needs, to help mitigate interest rate and market risk, to diversify our assets, and to generate a reasonable rate of return on funds within the context of our interest rate and credit risk objectives. Our board of directors is responsible for adopting our investment policy. The investment policy is reviewed annually by the board of directors. Authority to make investments under the approved investment policy guidelines is delegated to our president and chief executive officer and our chief financial officer. All investment transactions are reviewed at the next regularly scheduled meeting of the board of directors. All of our investment securities are classified as available-for-sale.

We have legal authority to invest in various types of liquid assets, including U.S. Treasury obligations, securities of various government-sponsored enterprises and municipal governments, deposits at the Federal Home Loan Bank of Chicago, certificates of deposit of federally insured institutions, investment grade corporate bonds and investment grade marketable equity securities. We also are required to maintain an investment in Federal Home Loan Bank of Chicago stock. While we have the authority under applicable law to invest in derivative securities, we had no investments in derivative securities at June 30, 2018 or December 31, 2017.

The following table sets forth the amortized cost and fair value of our investment securities portfolio (excluding Federal Home Loan Bank of Chicago common stock) at the dates indicated. At the dates indicated, all of our investment securities were held as available-for-sale.

 

     At June 30,
2018
     At December 31,  
     2017      2016      2015  
     Amortized
Cost
     Fair
Value
     Amortized
Cost
     Fair
Value
     Amortized
Cost
     Fair
Value
     Amortized
Cost
     Fair
Value
 
     (Dollars in thousands)  

Securities available-for-sale:

                       

Obligations of states and political subdivisions

   $ 11,683      $ 11,431      $ 20,545      $ 20,630      $ 21,872      $ 21,964      $ 19,706      $ 20,130  

Government-sponsored mortgage-backed securities

     55,090        52,910        61,218        60,024        66,041        64,949        41,526        41,414  

Corporate collateralized mortgage obligations

     503        505        696        702        1,254        1,254        1,914        1,918  

Asset-backed securities (1)

     4,193        4,205        4,835        4,832        5,623        5,524        6,976        6,820  

Corporate bonds

     —          —          1,495        1,516        1,495        1,498        1,494        1,493  

Certificates of deposit

     249        245        1,246        1,251        1,244        1,269        1,242        1,235  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 71,718      $ 69,296      $ 90,035      $ 88,955      $ 97,529      $ 96,458      $ 72,858      $ 73,010  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)

Asset-backed securities are comprised of pools of student loans.

 

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Portfolio Maturities and Yields. The following table sets forth the stated maturities and weighted average yields of investment securities at June 30, 2018. Weighted average yields on tax-exempt securities are presented on a tax equivalent basis using a combined federal and state marginal tax rate of 29%. Certain mortgage-backed securities have adjustable interest rates and will reprice annually within the various maturity ranges. These repricing schedules are not reflected in the table below. Weighted average yield calculations on investment securities available for sale do not give effect to changes in fair value that are reflected as a component of equity.

 

     One Year or Less     More than One Year to Five
Years
    More than Five Years to
Ten Years
    More than Ten
Years
    Total  
     Amortized
Cost
     Weighted
Average
Yield
    Amortized
Cost
     Weighted
Average
Yield
    Amortized
Cost
     Weighted
Average
Yield
    Amortized
Cost
     Weighted
Average
Yield
    Amortized
Cost
     Fair
Value
     Weighted
Average
Yield
 
     (Dollars in thousands)  

Securities available-for-sale:

                            

Obligations of states and political subdivisions

   $ 1,984        2.96     6,199        3.34   $ 3,500        4.42     —          —       11,683        11,431        3.56

Government-sponsored mortgage-backed securities

     —          —       4,757        1.93     18,634        2.75     31,699        2.51     55,090        52,910        2.54

Corporate collateralized mortgage obligations

     17        4.50     3        5.23     —          —       483        3.92     503        505        3.95

Asset-backed securities

     —          —       —          —       2,604        3.32     1,589        3.28     4,193        4,205        3.30

Corporate bonds

     —          —       —          —       —          —       —          —       —          —          —  

Certificates of deposit

     —          —       249        2.30     —          —       —          —       249        245        2.30
  

 

 

      

 

 

      

 

 

      

 

 

      

 

 

    

 

 

    

Total

   $ 2,001        2.98   $ 11,208        2.72   $ 24,738        3.05   $ 33,771        2.57   $ 71,718      $ 69,296        2.77
  

 

 

      

 

 

      

 

 

      

 

 

      

 

 

    

 

 

    

 

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The following table sets forth the stated maturities and weighted average yields of investment securities at December 31, 2017. Weighted average yields on tax-exempt securities are presented on a tax equivalent basis using a combined federal and state marginal tax rate of 29%. Certain mortgage-backed securities have adjustable interest rates and will reprice annually within the various maturity ranges. These repricing schedules are not reflected in the table below. Weighted average yield calculations on investment securities available for sale do not give effect to changes in fair value that are reflected as a component of equity.

 

     One Year or Less     More than One
Year to Five Years
    More than Five
Years to Ten Years
    More than Ten
Years
    Total  
     Amortized
Cost
     Weighted
Average
Yield
    Amortized
Cost
     Weighted
Average
Yield
    Amortized
Cost
     Weighted
Average
Yield
    Amortized
Cost
     Weighted
Average
Yield
    Amortized
Cost
     Fair
Value
     Weighted
Average
Yield
 
     (Dollars in thousands)  

Securities available-for-sale:

                            

Obligations of states and political subdivisions

   $ 368        4.10   $ 9,539        3.04   $ 8,586        2.89   $ 2,052        3.20   $ 20,545      $ 20,630        3.01

Government-sponsored mortgage-backed securities

     —          —       4,132        1.82     21,356        2.35     35,730        2.27     61,218        60,024        2.27

Corporate collateralized mortgage obligations

     41        4.51     9        5.22     —          —       646        3.47     696        702        3.55

Asset-backed securities

     —          —       —          —       3,077        2.32     1,758        2.20     4,835        4,832        2.28

Corporate bonds

     —          —       1,495        3.02     —          —       —          —       1,495        1,516        3.02

Certificates of deposit

     —          —       1,246        2.40     —          —       —          —       1,246        1,251        2.40
  

 

 

      

 

 

      

 

 

      

 

 

      

 

 

    

 

 

    

Total

   $ 409        4.14   $ 16,421        2.68   $ 33,019        2.49   $ 40,186        2.33   $ 90,035      $ 88,955        2.46
  

 

 

      

 

 

      

 

 

      

 

 

      

 

 

    

 

 

    

 

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Obligations of State and Political Subdivision (“Municipal”) Securities. At June 30, 2018, we had municipal securities totaling $11.4 million, which constituted 16% of our securities portfolio. Our current municipal securities have a weighted average maturity of 4.5 years. These securities often provide slightly higher after-tax yields than U.S. government and agency securities and mortgage-backed securities, but are not as liquid as other investments, so we typically maintain investments in municipal securities, to the extent appropriate, for generating returns in our investment portfolio.

Government-sponsored Mortgage-Backed Securities. At June 30, 2018, we had government-sponsored mortgage-backed securities totaling $52.9 million, which constituted 76% of our securities portfolio, including $51.5 million of agency collateralized mortgage obligations (CMOs). Mortgage-backed securities are securities issued in the secondary market that are collateralized by pools of mortgages. Certain types of mortgage-backed securities are commonly referred to as “pass-through” certificates because the principal and interest of the underlying loans is “passed through” to investors, net of certain costs, including servicing and guarantee fees. We invest primarily in mortgage-backed securities backed by one- to four-family mortgages. All of our mortgage-backed securities are either backed by Ginnie Mae, a U.S. government agency, the Small Business Administration, or government-sponsored enterprises, such as Fannie Mae and Freddie Mac.

Residential and commercial mortgage-backed securities issued by U.S. government agencies and government-sponsored enterprises are more liquid than individual mortgage loans because there is an active trading market for such securities. In addition, residential and commercial mortgage-backed securities may be used to collateralize our borrowings. Investments in residential and commercial mortgage-backed securities involve a risk that actual payments will be greater or less than the prepayment rate estimated at the time of purchase, which may require adjustments to the amortization of any premium or accretion of any discount relating to such interests, thereby affecting the net yield on our securities. Current prepayment speeds determine whether prepayment estimates require modification that could cause amortization or accretion adjustments.

Corporate Collateralized Mortgage Obligations. At June 30, 2018, we had corporate collateralized mortgage obligations totaling $505,000, which constituted 0.7% of our securities portfolio. While these securities generally provide lower yields than other investments in our securities investment portfolio, we maintain these investments, to the extent we deem appropriate, for liquidity purposes, as collateral for borrowings and for prepayment protection.

Asset-backed Securities. At June 30, 2018 we had asset-backed securities comprised of pools of student loans totaling $4.2 million, which constituted 6% of our securities portfolio. All of our asset-backed securities are investment grade and have interest rates tied to an index (LIBOR).

Certificates of Deposit. At June 30, 2018, we had certificates of deposit totaling $245,000, which constituted 0.3% of our securities portfolio. While these securities generally provide lower yields than other investments in our securities investment portfolio, we maintain these investments, to the extent we deem appropriate, for liquidity purposes.

Federal Home Loan Bank Stock. We held common stock of the Federal Home Loan Bank of Chicago in connection with our borrowing activities totaling $1.8 million at June 30, 2018. The Federal Home Loan Bank of Chicago common stock is carried at cost. We may be required to purchase additional Federal Home Loan Bank of Chicago stock if we increase borrowings in the future.

Bank-Owned Life Insurance. We invest in bank-owned life insurance to provide us with a funding source for certain of our benefit plan obligations. Bank-owned life insurance also generally provides us non-interest income that is non-taxable. At June 30, 2018, our balance in bank-owned life insurance totaled $13.9 million and was issued by two insurance companies, each of which was rated AA+ by Standard & Poors.

Sources of Funds

General. Deposits have traditionally been our primary source of funds for use in lending and investment activities. We also use borrowings, primarily Federal Home Loan Bank of Chicago advances, to supplement cash flow needs, lengthen the maturities of liabilities for interest rate risk purposes and to manage the cost of funds. In addition, we receive funds from scheduled loan payments, loan and mortgage-backed securities prepayments, maturities and calls of available-for-sale securities, retained earnings and income on earning assets. While scheduled loan payments and income on earning assets are relatively stable sources of funds, deposit inflows and outflows can vary widely and are influenced by prevailing interest rates, market conditions and levels of competition.

Deposits. Our deposits are generated primarily from residents within our primary market area. We offer a selection of deposit accounts, including non-interest-bearing checking accounts, interest-bearing checking accounts, money market accounts, statement savings, health savings and certificates of deposit. Deposit account terms vary, with the principal differences being the minimum balance required, the amount of time the funds must remain on deposit and the interest rate. At June 30, 2018, our core deposits, which are deposits other than certificates of deposit, were $205.8 million, representing 50.9% of total deposits. As part of our business strategy, we intend to continue our effort to increase our core deposits while allowing higher-cost certificates of deposit to run off upon maturity.

 

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Table of Contents

Interest rates, maturity terms, service fees and withdrawal penalties are established on a periodic basis. Deposit rates and terms are based primarily on current operating strategies and market rates, liquidity requirements, rates paid by competitors and growth goals. The flow of deposits is influenced significantly by general economic conditions, changes in interest rates and competition. The variety of deposit accounts that we offer allows us to be competitive in generating deposits and to respond with flexibility to changes in our customers’ demands. Our ability to gather deposits is impacted by the competitive market in which we operate, which includes numerous financial institutions of varying sizes offering a wide range of products. We believe that deposits are a stable source of funds, but our ability to attract and maintain deposits at favorable rates will be affected by market conditions, including competition and prevailing interest rates.

Our strategy is to not be the market leader in overall pricing for deposits. We find it more profitable to concentrate on specific special rate and term accounts, which allows us to add accounts without impacting our overall liability costs for existing accounts. We concentrate on odd-month, longer term certificates and larger minimum balance non-maturity deposits to generate new funds. Additionally, in 2018, we established a Treasury Management department, which concentrates on gathering deposits from both existing commercial loan clients and new commercial prospects. We anticipate that Treasury Management activities will have a positive impact on lower cost deposits and will aid in retaining full service clients.

 

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Table of Contents

The following tables set forth the distribution of total deposit accounts, by account type, for the periods indicated.

 

     At June 30,
2018
    At December 31,  
    2017     2016     2015  
     Amount     Percent     Rate     Amount      Percent     Rate     Amount      Percent     Rate     Amount      Percent     Rate  
     (Dollars in thousands)  

Noninterest-bearing demand accounts

   $ 56,851       14.05     0.00   $ 62,817        16.14     0.00   $ 57,092        15.91     0.00   $ 47,555        13.47     0.00

NOW accounts

     27,042       6.68     0.16     26,649        6.85     0.12     27,237        7.59     0.17     29,595        8.38     0.17

Money market accounts

     64,670       15.99     0.52     55,016        14.13     0.33     57,587        16.05     0.22     58,456        16.56     0.20

Savings accounts

     57,266       14.16     0.13     58,566        15.04     0.10     59,770        16.65     0.15     53,285        15.10     0.16

Certificates of deposit

     198,731 (1)       49.12     1.46     186,243        47.84     1.41     157,196        43.80     1.36     164,088        46.49     1.10
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

Total

   $ 404,560       100.0     0.83   $ 389,291        100.0     0.74   $ 358,882        100.0     0.67   $ 352,979        100.0     0.58
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

 

 

(1)

Of this amount, $68,008 were brokered certificates of deposit.

The following tables indicate the amount of jumbo certificates of deposit by time remaining until maturity at June 30, 2018 and December 31, 2017. Jumbo certificates of deposit require minimum deposits of $100,000.

 

Maturity Period

   Dollar Amount  
     (Dollars in thousands)  

At June 30, 2018:

  

Three months or less

   $ 16,799  

Over three through six months

     14,608  

Over six through twelve months

     7,913  

Over twelve months

     24,618  
  

 

 

 

Total

   $ 63,938  
  

 

 

 

At December 31, 2017:

  

Three months or less

   $ 4,509  

Over three through six months

     5,088  

Over six through twelve months

     31,445  

Over twelve months

     25,238  
  

 

 

 

Total

   $ 66,280  
  

 

 

 

 

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Table of Contents

The following table indicates the time deposit accounts classified by rate and maturity at June 30, 2018.

 

     Amount Due         
     Less Than One
Year
     More Than
One Year to
Two Years
     More Than
Two Years to
Three Years
     More Than
Three Years
     Total      Percent of
Total Time
Deposit
Accounts
 
     (Dollars in thousands)  

0.00 - 1.00%

   $ 10,375      $ 10,150      $ 940      $ 67      $ 21,532        10.8

1.01 - 2.00%

     47,670        48,732        48,325        8,182        152,909        77.0

2.01 - 3.00%

     226        17,129        6,535        400        24,290        12.2
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 58,271      $ 76,011      $ 55,800      $ 8,649      $ 198,731        100.0
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

The following table indicates the time deposit accounts classified by rate and maturity at December 31, 2017.

 

     Amount Due         
     Less Than One
Year
     More Than
One Year to
Two Years
     More Than
Two Years to
Three Years
     More Than
Three Years
     Total      Percent of
Total Time
Deposit
Accounts
 
     (Dollars in thousands)  

0.00 - 1.00%

   $ 28,309      $ 1,531      $ 331      $ 30      $ 30,201        16.2

1.01 - 2.00%

     57,409        40,711        48,183        7,036        153,339        82.3

2.01 - 3.00%

     584        115        2,004        —        2,703        1.5
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 86,302      $ 42,357      $ 50,518      $ 7,066      $ 186,243        100.0
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Borrowed Funds. We may obtain advances from the Federal Home Loan Bank of Chicago upon the security of our capital stock in the Federal Home Loan Bank of Chicago and certain of our mortgage loans. Such advances may be made pursuant to several different credit programs, each of which has its own interest rate and range of maturities. We use such advances to provide short-term funding as a supplement to our deposits. To the extent such borrowings have different terms to repricing than our deposits, they can change our interest rate risk profile. At June 30, 2018, we had $27.7 million in advances from the Federal Home Loan Bank of Chicago. At June 30, 2018, due to the Federal Home Loan Bank of Chicago’s repurchase of its stock, we had no available additional Federal Home Loan Bank of Chicago advances, although we may access additional advances if we purchase additional Federal Home Loan Bank of Chicago capital stock.

Additionally, at June 30, 2018 we had a $10.0 million federal funds rate line of credit with the BMO Harris Bank, none of which was drawn at June 30, 2018, as well as a line of credit at the Federal Reserve.

The following table sets forth information concerning balances and interest rates on our borrowings at and for the periods shown:

 

     Six Months Ended
June 30,
    Year Ended December 31,  
     2018     2017     2017     2016  
     (Dollars n thousands)  

Maximum balance outstanding at any month-end during period

   $ 50,388     $ 64,922     $ 64,922     $ 48,224  

Average balance outstanding during period

   $ 40,451     $ 44,298     $ 38,635     $ 24,675  

Weighted average interest rate during period

     1.37     1.14     1.21     1.12

Balance outstanding at end of period

   $ 27,677     $ 29,709     $ 34,693     $ 48,224  

Weighted average interest rate at end of period

     1.48     1.26     1.34     1.23

 

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Properties

As of June 30, 2018, the net book value of our real properties, including land, was $6.2 million. The following is a list of our offices:

 

Location

   Year
Opened
     Square
Footage
     Owned/
Leased
     Lease
Expiration
Date
     Net Book
Value at
June 30, 2018
 
     (Dollars in thousands)  

Corporate Office:

              

7001 West Edgerton Avenue Greenfield, WI 53220

     1980        23,186        Owned        N/A      $ 1,403  

Branch Offices:

              

9000 West Drexel Avenue Franklin, WI 53132

     2004        3,930        Owned        N/A        794  

1150 Washington Street Grafton, WI 53024

     2016        5,700        Leased        4/1/2019        —    

1605 West Mitchell Street Milwaukee, WI 53204

     1967        4,242        Owned        N/A        688  

318 North Water Street Milwaukee, WI 53202

     2005        4,677        Leased        12/31/2019        —    

405 Rivercrest Court Mukwonago, WI 53149

     1999        3,097        Owned        N/A        484  

1015 Marquette Avenue South Milwaukee, WI 53172

     1972        3,942        Owned        N/A        570  

1500 East Moreland Avenue Waukesha, WI 53186

     1969        4,546        Owned        N/A        1,466  

8001 West National Avenue West Allis, WI 53214

     2008        4,238        Owned        N/A        807  

Total

               $ 6,212  

We have entered into an agreement to sell our branch located at 1605 West Mitchell Street, Milwaukee, Wisconsin, and anticipate completing that branch sale in the first quarter of 2019, pending regulatory approval.

Subsidiary and Other Activities

Upon completion of the conversion, PyraMax Bank, FSB will become the wholly owned subsidiary of 1895 Bancorp of Wisconsin, Inc. PyraMax Bank, FSB has no subsidiaries.

Legal Proceedings

We are not involved in any pending legal proceedings as a plaintiff or defendant other than routine legal proceedings occurring in the ordinary course of business, and at June 30, 2018, we were not involved in any legal proceedings, the outcome of which would be material to our financial condition or results of operations.

Expense and Tax Allocation

PyraMax Bank, FSB will enter into an agreement with 1895 Bancorp of Wisconsin, Inc. to provide it with certain administrative support services for compensation not less than the fair market value of the services provided. In addition, PyraMax Bank, FSB and 1895 Bancorp of Wisconsin, Inc. will enter into an agreement to establish a method for allocating and for reimbursing the payment of their consolidated tax liability.

Personnel

As of June 30, 2018, we had 118 full-time equivalent employees. Our employees are not represented by any collective bargaining group. Management believes that we have a good working relationship with our employees.

 

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TAXATION

PyraMax Bank, FSB is, and 1895 Bancorp of Wisconsin, MHC and 1895 Bancorp of Wisconsin, Inc. will be, subject to federal and state income taxation in the same general manner as other corporations, with some exceptions discussed below. The following discussion of federal and state taxation is intended only to summarize material income tax matters and is not a comprehensive description of the tax rules applicable to 1895 Bancorp of Wisconsin, MHC, 1895 Bancorp of Wisconsin, Inc. and PyraMax Bank, FSB.

Our federal and state tax returns have not been audited for the past five years.

Federal Taxation

Method of Accounting. For federal income tax purposes, PyraMax Bank, FSB currently reports its income and expenses on the accrual method of accounting and uses a tax year ending December 31 for filing its federal income tax returns. 1895 Bancorp of Wisconsin, Inc. and PyraMax Bank, FSB will file a consolidated federal income tax return. The Small Business Protection Act of 1996 eliminated the use of the reserve method of accounting for income taxes on bad debt reserves by savings institutions. For taxable years beginning after 1995, PyraMax Bank, FSB has been subject to the same bad debt reserve rules as commercial banks. It currently utilizes the specific charge-off method under Section 582(a) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”).

Net Operating Loss Carryovers. A financial institution may carry net operating losses forward to the succeeding 20 taxable years. At December 31, 2017, PyraMax Bank, FSB had a federal net operating loss carryover of $12.6 million that will expire in 2038.

Capital Loss Carryovers. A corporation cannot recognize capital losses in excess of capital gains generated. Generally, a financial institution may carry back capital losses to the preceding three taxable years and forward to the succeeding five taxable years. Any capital loss carryback or carryover is treated as a short-term capital loss for the year to which it is carried. As such, it is grouped with any other capital losses for the year to which it is carried and is used to offset any capital gains. Any undeducted loss remaining after the five-year carryover period is not deductible. At December 31, 2017, PyraMax Bank, FSB had no capital loss carryovers.

Corporate Dividends. 1895 Bancorp of Wisconsin, Inc. may generally exclude from its income 100% of dividends received from PyraMax Bank, FSB as a member of the same affiliated group of corporations.

State Taxation

1895 Bancorp of Wisconsin, Inc. will be subject to the Wisconsin corporate franchise (income) tax. Wisconsin imposes a corporate franchise tax of 7.9% on the combined taxable incomes of the members of 1895 Financial’s consolidated income tax group, which will include PyraMax Bank, FSB.

PyraMax Bank, FSB’s state tax returns have not been audited for the last five years.

Net Operating Loss Carryovers. Wisconsin law allows financial institutions to carry forward a Wisconsin net operating loss to the succeeding 20 taxable years. At December 31, 2017, PyraMax Bank, FSB had Wisconsin net operating loss carryover of $22.7 million that will expire in 2033.

 

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REGULATION AND SUPERVISION

General

As a federal savings bank, PyraMax Bank, FSB is subject to examination, supervision and regulation, primarily by the Office of the Comptroller of the Currency, and, secondarily, by the FDIC as deposits insurer. The federal system of regulation and supervision establishes a comprehensive framework of activities in which PyraMax Bank, FSB may engage and is intended primarily for the protection of depositors and the FDIC’s Deposit Insurance Fund. The regulatory structure also gives the regulatory authorities extensive discretion in connection with their supervisory and enforcement activities and examination policies. That includes with respect to the classification of assets and the establishment of loan loss reserves for regulatory purposes.

PyraMax Bank, FSB is also regulated to a lesser extent by the Board of Governors of the Federal Reserve System, or the “Federal Reserve Board,” which governs the reserves to be maintained against deposits and other matters. In addition, PyraMax Bank, FSB is a member of and owns stock in the Federal Home Loan Bank of Chicago, which is one of the 11 regional banks in the Federal Home Loan Bank System. PyraMax Bank, FSB’s relationship with its depositors and borrowers also is regulated to a great extent by federal law and, to a lesser extent, state law, including in matters concerning the ownership of deposit accounts and the form and content of PyraMax Bank, FSB’s loan documents.

As a savings and loan holding company, 1895 Bancorp of Wisconsin, Inc. will be subject to examination and supervision by, and be required to file certain reports with, the Federal Reserve Board. 1895 Bancorp of Wisconsin, Inc. will also be subject to the rules and regulations of the Securities and Exchange Commission under the federal securities laws.

Set forth below are certain material regulatory requirements that are applicable to PyraMax Bank, FSB and 1895 Bancorp of Wisconsin, Inc. This description of statutes and regulations is not intended to be a complete description of such statutes and regulations and their effects on PyraMax Bank, FSB and 1895 Bancorp of Wisconsin, Inc. Any change in these laws or regulations, whether by Congress or the applicable regulatory agencies, could have a material adverse impact on 1895 Bancorp of Wisconsin, Inc., PyraMax Bank, FSB and their operations.

Dodd-Frank Act

As noted above, the Dodd-Frank Act made significant changes to the regulatory structure for depository institutions and their holding companies. However, the Dodd-Frank Act’s changes go well beyond that and affect the lending, investments and other operations of all depository institutions.

The Dodd-Frank Act created a new Consumer Financial Protection Bureau with broad powers to supervise and enforce consumer protection laws. The Consumer Financial Protection Bureau has broad rule-making authority for a wide range of consumer protection laws that apply to all banks and savings institutions such as PyraMax Bank, FSB, including the authority to prohibit “unfair, deceptive or abusive” acts and practices. The Consumer Financial Protection Bureau has examination and enforcement authority over all banks and savings institutions with more than $10 billion in assets. Banks and savings institutions with $10 billion or less in assets continue to be examined for compliance by their applicable bank regulators. The new legislation also weakened the federal preemption available for national banks and federal savings associations, and gave state attorneys general the ability to enforce applicable federal consumer protection laws.

In addition to creating the Consumer Financial Protection Bureau, the Dodd-Frank Act, among other things, directed changes in the way that institutions are assessed for deposit insurance, mandated the imposition of tougher consolidated capital requirements on holding companies, required the issuance of regulations requiring originators of securitized loans to retain a percentage of the risk for the transferred loans, imposed regulatory rate-setting for certain debit card interchange fees, repealed restrictions on the payment of interest on commercial demand deposits and contained a number of reforms related to mortgage originations.

Many provisions of the Dodd-Frank Act involve delayed effective dates and/or require implementing regulations. The implementation of the legislation is an ongoing process. The Dodd-Frank Act has resulted in, and may continue to result in, an increased regulatory burden and increased compliance, operating and interest expense for PyraMax Bank, FSB.

Federal Banking Regulation

Business Activities. A federal savings association derives its lending and investment powers from the Home Owners’ Loan Act, as amended, and applicable federal regulations. Under these laws and regulations, PyraMax Bank, FSB may invest in mortgage loans secured by residential and commercial real estate, commercial and industrial and consumer loans, certain types of debt securities and certain other assets, subject to applicable limits. The Dodd-Frank Act authorized, for the first time, the payment of interest on commercial checking accounts. PyraMax Bank, FSB may also establish, subject to specified investment limits, service corporation subsidiaries that may engage in certain activities not otherwise permissible for PyraMax Bank, FSB, including real estate investment and securities and insurance brokerage.

 

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Examinations and Assessments. PyraMax Bank, FSB is primarily supervised by the Office of the Comptroller of the Currency. PyraMax Bank, FSB is required to file reports with and is subject to periodic examination by the Office of the Comptroller of the Currency. PyraMax Bank, FSB is required to pay assessments to the Office of the Comptroller of the Currency to fund the agency’s operations.

Capital Requirements. Federal regulations require FDIC-insured depository institutions, including federal savings associations, to meet several minimum capital standards: a common equity Tier 1 capital to risk-based assets ratio, a Tier 1 capital to risk-based assets ratio, a total capital to risk-based assets and a Tier 1 capital to total assets leverage ratio. The existing capital requirements were effective January 1, 2015 and are the result of a final rule implementing regulatory amendments based on recommendations of the Basel Committee on Banking Supervision and certain requirements of the Dodd-Frank Act.

The capital standards require the maintenance of common equity Tier 1 capital, Tier 1 capital and Total capital to risk-weighted assets of at least 4.5%, 6% and 8%, respectively. The regulations also establish a minimum required leverage ratio of at least 4% of Tier 1 capital. Common equity Tier 1 capital is generally defined as common stockholders’ equity and retained earnings. Tier 1 capital is generally defined as common equity Tier 1 and Additional Tier 1 capital. Additional Tier 1 capital generally includes certain noncumulative perpetual preferred stock and related surplus and minority interests in equity accounts of consolidated subsidiaries. Total capital includes Tier 1 capital (common equity Tier 1 capital plus Additional Tier 1 capital) and Tier 2 capital. Tier 2 capital is comprised of capital instruments and related surplus meeting specified requirements, and may include cumulative preferred stock and long-term perpetual preferred stock, mandatory convertible securities, intermediate preferred stock and subordinated debt. Also included in Tier 2 capital is the allowance for loan and lease losses limited to a maximum of 1.25% of risk-weighted assets and, for institutions that have exercised a one-time opt-out election regarding the treatment of Accumulated Other Comprehensive Income (“AOCI”), up to 45% of net unrealized gains on available-for-sale equity securities with readily determinable fair market values. Institutions that have not exercised the AOCI opt-out have AOCI incorporated into common equity Tier 1 capital (including unrealized gains and losses on available-for-sale-securities). PyraMax Bank, FSB did exercise the opt-out election. Calculation of all types of regulatory capital is subject to deductions and adjustments specified in the regulations.

In determining the amount of risk-weighted assets for purposes of calculating risk-based capital ratios, an institution’s assets, including certain off-balance sheet assets (e.g., recourse obligations, direct credit substitutes, residual interests), are multiplied by a risk weight factor assigned by the regulations based on the risk deemed inherent in the type of asset. Higher levels of capital are required for asset categories believed to present greater risk. For example, a risk weight of 0% is assigned to cash and U.S. government securities, a risk weight of 50% is generally assigned to prudently underwritten first lien one to four-family residential mortgages, a risk weight of 100% is assigned to commercial and consumer loans, a risk weight of 150% is assigned to certain past due loans and a risk weight of between 0% to 600% is assigned to permissible equity interests, depending on certain specified factors.

In addition to establishing the minimum regulatory capital requirements, the regulations limit capital distributions and certain discretionary bonus payments to management if the institution does not hold a “capital conservation buffer” consisting of 2.5% of common equity Tier 1 capital to risk-weighted assets above the amount necessary to meet its minimum risk-based capital requirements. The capital conservation buffer requirement is being phased in beginning January 1, 2016 at 0.625% of risk-weighted assets and increasing each year until fully implemented at 2.5% on January 1, 2019.

Legislation enacted in May 2018 requires the federal banking agencies, including the Office of the Comptroller of the Currency, to establish for institutions with assets of less than $10 billion of assets a “community bank leverage ratio” of between 8 to 10%. Institutions with capital meeting the specified requirement will be considered to comply with the applicable regulatory capital requirements, including the risk-based requirements. The establishment of the community bank leverage ratio is subject to notice and comment rulemaking by the federal regulators.

At June 30, 2018, PyraMax Bank, FSB’s capital exceeded all applicable requirements including the applicable capital conservation buffer. See “Historical and Pro Forma Regulatory Capital Compliance.”

Loans-to-One Borrower. Generally, a federal savings association may not make a loan or extend credit to a single or related group of borrowers in excess of 15% of unimpaired capital and surplus. An additional amount may be lent, equal to 10% of unimpaired capital and surplus, if secured by “readily marketable collateral,” which generally includes certain financial instruments (but not real estate). As of June 30, 2018, PyraMax Bank, FSB was in compliance with the loans-to-one borrower limitations.

 

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Standards for Safety and Soundness. Federal law requires each federal banking agency to prescribe certain standards for all insured depository institutions. These standards relate to, among other things, internal controls, information systems and audit systems, loan documentation, credit underwriting, interest rate risk exposure, asset growth, compensation and other operational and managerial standards as the agency deems appropriate. Interagency guidelines set forth the safety and soundness standards that the federal banking agencies use to identify and address problems at insured depository institutions before capital becomes impaired. If the appropriate federal banking agency determines that an institution fails to meet any standard prescribed by the guidelines, the agency may require the institution to submit to the agency an acceptable plan to achieve compliance with the standard. Failure to implement such a plan can result in further enforcement action, including the issuance of a cease and desist order or the imposition of civil money penalties.

Prompt Corrective Action. Under the federal Prompt Corrective Action statute, the Office of the Comptroller of the Currency is required to take supervisory actions against undercapitalized institutions under its jurisdiction, the severity of which depends upon the institution’s level of capital. An institution that has a total risk-based capital ratio of less than 8.0%, a Tier 1 risk-based capital ratio of less than 6.0%, a common equity Tier 1 ratio of less than 4.5% or a leverage ratio of less than 4% is considered to be “undercapitalized.” A savings institution that has total risk-based capital of less than 6.0%, a Tier 1 risk-based capital ratio of less than 4.0%, a common equity Tier 1 ratio of less than 3.0% or a leverage ratio that is less than 3.0% is considered to be “significantly undercapitalized.” A savings institution that has a tangible capital to assets ratio equal to or less than 2.0% is deemed to be “critically undercapitalized.”

Generally, the Office of the Comptroller of the Currency is required to appoint a receiver or conservator for a federal savings association that becomes “critically undercapitalized” within specific time frames. The regulations also provide that a capital restoration plan must be filed with the Office of the Comptroller of the Currency within 45 days of the date that a federal savings association is deemed to have received notice that it is “undercapitalized,” “significantly undercapitalized” or “critically undercapitalized.” Any holding company of a federal savings association that is required to submit a capital restoration plan must guarantee performance under the plan in an amount of up to the lesser of 5.0% of the savings association’s assets at the time it was deemed to be undercapitalized by the Office of the Comptroller of the Currency or the amount necessary to restore the savings association to adequately capitalized status. This guarantee remains in place until the Office of the Comptroller of the Currency notifies the savings association that it has maintained adequately capitalized status for each of four consecutive calendar quarters. Institutions that are undercapitalized become subject to certain mandatory measures such as restrictions on capital distributions and asset growth. The Office of the Comptroller of the Currency may also take any one of a number of discretionary supervisory actions against undercapitalized federal savings associations, including the issuance of a capital directive and the replacement of senior executive officers and directors.

At June 30, 2018, PyraMax Bank, FSB met the criteria for being considered “well capitalized,” which means that its total risk-based capital ratio exceeded 10%, its Tier 1 risk-based ratio exceeded 8.0%, its common equity Tier 1 ratio exceeded 6.5% and its leverage ratio exceeded 5.0%.

Qualified Thrift Lender Test. As a federal savings association, PyraMax Bank, FSB must satisfy the qualified thrift lender, or “QTL,” test. Under the QTL test, PyraMax Bank, FSB must maintain at least 65% of its “portfolio assets” in “qualified thrift investments” (primarily residential mortgages and related investments, including mortgage-backed securities) in at least nine months of every 12-month period. “Portfolio assets” generally means total assets of a savings association, less the sum of specified liquid assets up to 20% of total assets, goodwill and other intangible assets, and the value of property used in the conduct of the savings association’s business.

Alternatively, PyraMax Bank, FSB may satisfy the QTL test by qualifying as a “domestic building and loan association” as defined in the Internal Revenue Code.

A savings association that fails the QTL test must operate under specified restrictions set forth in the Home Owners’ Loan Act. The Dodd-Frank Act made noncompliance with the QTL test subject to agency enforcement action for a violation of law. At June 30, 2018, PyraMax Bank, FSB satisfied the QTL test.

Capital Distributions. Federal regulations govern capital distributions by a federal savings association, which include cash dividends, stock repurchases and other transactions charged to the savings association’s capital account. A federal savings association must file an application with the Office of the Comptroller of the Currency for approval of a capital distribution if:

 

   

the total capital distributions for the applicable calendar year exceed the sum of the savings association’s net income for that year to date plus the savings association’s retained net income for the preceding two years;

 

   

the savings association would not be at least adequately capitalized following the distribution;

 

   

the distribution would violate any applicable statute, regulation, agreement or regulatory condition; or

 

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the savings association is not eligible for expedited treatment of its filings.

Even if an application is not otherwise required, every savings association that is a subsidiary of a savings and loan holding company, such as PyraMax Bank, FSB, must file a notice with the Federal Reserve Board at least 30 days before the board of directors declares a dividend.

An application or notice related to a capital distribution may be disapproved if:

 

   

the federal savings association would be undercapitalized following the distribution;

 

   

the proposed capital distribution raises safety and soundness concerns; or

 

   

the capital distribution would violate a prohibition contained in any statute, regulation or agreement.

In addition, the Federal Deposit Insurance Act provides that an insured depository institution shall not make any capital distribution if, after making such distribution, the institution would fail to meet any applicable regulatory capital requirement.

Community Reinvestment Act and Fair Lending Laws. All federal savings associations have a responsibility under the Community Reinvestment Act and related regulations to help meet the credit needs of their communities, including low- and moderate-income borrowers. In connection with its examination of a federal savings association, the Office of the Comptroller of the Currency is required to assess the federal savings association’s record of compliance with the Community Reinvestment Act. A savings association’s failure to comply with the provisions of the Community Reinvestment Act could, at a minimum, result in denial of certain corporate applications such as branches or mergers, or in restrictions on its activities. In addition, the Equal Credit Opportunity Act and the Fair Housing Act prohibit lenders from discriminating in their lending practices on the basis of characteristics specified in those statutes. The failure to comply with the Equal Credit Opportunity Act and the Fair Housing Act could result in enforcement actions by the Office of the Comptroller of the Currency, as well as other federal regulatory agencies and the Department of Justice.

The Community Reinvestment Act requires all institutions insured by the FDIC to publicly disclose their rating. PyraMax Bank, FSB received an “Outstanding” Community Reinvestment Act rating in its most recent federal evaluation.

Transactions with Related Parties. A federal savings association’s authority to engage in transactions with its affiliates is limited by Sections 23A and 23B of the Federal Reserve Act and federal regulation. An affiliate is generally a company that controls, or is under common control with an insured depository institution such as PyraMax Bank, FSB. 1895 Bancorp of Wisconsin, Inc. will be an affiliate of PyraMax Bank, FSB because of its control of PyraMax Bank, FSB. In general, certain transactions between an insured depository institution and its affiliates are subject to quantitative limits and collateral requirements. In addition, federal regulations prohibit a savings association from lending to any of its affiliates that are engaged in activities that are not permissible for bank holding companies and from purchasing the securities of any affiliate, other than a subsidiary. Finally, transactions with affiliates must be consistent with safe and sound banking practices, not involve the purchase of low-quality assets from an affiliate and be on terms that are as favorable to the institution as comparable transactions with non-affiliates.

PyraMax Bank, FSB’s authority to extend credit to its directors, executive officers and 10% stockholders, as well as to entities controlled by such persons, is currently governed by the requirements of Sections 22(g) and 22(h) of the Federal Reserve Act and Regulation O of the Federal Reserve Board. Among other things, these provisions generally require that extensions of credit to insiders:

 

   

be made on terms that are substantially the same as, and follow credit underwriting procedures that are not less stringent than, those prevailing for comparable transactions with unaffiliated persons and that do not involve more than the normal risk of repayment or present other unfavorable features; and

 

   

not exceed certain limitations on the amount of credit extended to such persons, individually and in the aggregate, which limits are based, in part, on the amount of PyraMax Bank, FSB’s capital.

In addition, extensions of credit in excess of certain limits must be approved by PyraMax Bank, FSB’s board of directors. Extensions of credit to executive officers are subject to additional limits based on the type of extension involved.

Enforcement. The Office of the Comptroller of the Currency has primary enforcement responsibility over federal savings associations and has authority to bring enforcement action against all “institution-affiliated parties,” including directors, officers, stockholders, attorneys, appraisers and accountants who knowingly or recklessly participate in wrongful action likely to have an adverse effect on a federal savings association. Formal enforcement action by the Office of the Comptroller of the Currency may range from the issuance of a capital directive or cease and desist order to removal of officers and/or directors of the institution to the appointment of a receiver or conservator. Civil penalties cover a wide range of violations and actions, and range up to $25,000 per

 

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day, unless a finding of reckless disregard is made, in which case penalties may be as high as $1.0 million per day. The FDIC also has the authority to terminate deposit insurance or recommend to the Office of the Comptroller of the Currency that enforcement action be taken with respect to a particular savings association. If such action is not taken, the FDIC has authority to take the action under specified circumstances.

Insurance of Deposit Accounts. The Deposit Insurance Fund of the FDIC insures deposits at FDIC-insured financial institutions such as PyraMax Bank, FSB. Deposit accounts in PyraMax Bank, FSB are insured by the FDIC generally up to a maximum of $250,000 per separately insured depositor and up to a maximum of $250,000 for self-directed retirement accounts.

The FDIC charges insured depository institutions premiums to maintain the Deposit Insurance Fund. Under the FDIC’s risk-based assessment system, insured institutions were assigned a risk category based on supervisory evaluations, regulatory capital levels and certain other factors. An institution’s rate depended upon the category to which it is assigned, and certain adjustments specified by FDIC regulations. Institutions deemed less risky pay lower FDIC assessments. The Dodd-Frank Act required the FDIC to revise its procedures to base its assessments upon each insured institution’s total assets less tangible equity instead of deposits. The FDIC finalized a rule, effective April 1, 2011, that set the assessment range at 2.5 to 45 basis points of total assets less tangible equity.

Effective July 1, 2016, the FDIC adopted changes that eliminated the risk categories. Assessments for most institutions are now based on financial measures and supervisory ratings derived from statistical modeling estimating the probability of failure within three years. In conjunction with the Deposit Insurance Fund reserve ratio achieving 1.15%, the assessment range (inclusive of possible adjustments) was reduced for most banks and savings associations to 1.5 basis points to 30 basis points.

In addition to the FDIC assessments, the Financing Corporation (“FICO”) is authorized to impose and collect, with the approval of the FDIC, assessments for anticipated payments, issuance costs and custodial fees on bonds issued by the FICO in the 1980s to recapitalize the former Federal Savings and Loan Insurance Corporation. The FICO assessment for the Second Quarter of 2018 was 0.44 basis point of assets less tangible equity, decreasing to 0.32 basis point for the Third Quarter of 2018. The bonds issued by the FICO are due to mature by 2019.

The FDIC has authority to increase insurance assessments. Any significant increases would have an adverse effect on the operating expenses and results of operations of PyraMax Bank, FSB. PyraMax Bank, FSB cannot predict what assessment rates will be in the future.

Insurance of deposits may be terminated by the FDIC upon a finding that an institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC. We do not currently know of any practice, condition or violation that may lead to termination of our deposit insurance.

Federal Home Loan Bank System. PyraMax Bank, FSB is a member of the Federal Home Loan Bank System, which consists of 11 regional Federal Home Loan Banks. The Federal Home Loan Bank System provides a central credit facility primarily for member institutions as well as other entities involved in home mortgage lending. As a member of the Federal Home Loan Bank of Chicago, PyraMax Bank, FSB is required to acquire and hold shares of capital stock in the Federal Home Loan Bank. As of June 30, 2018, PyraMax Bank, FSB was in compliance with this requirement.

Other Regulations

Interest and other charges collected or contracted for by PyraMax Bank, FSB are subject to state usury laws and federal laws concerning interest rates. PyraMax Bank, FSB’s operations are also subject to federal laws applicable to credit transactions, such as the:

 

   

Truth-In-Lending Act, governing disclosures of credit terms to consumer borrowers;

 

   

Home Mortgage Disclosure Act, requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the community it serves;

 

   

Equal Credit Opportunity Act, prohibiting discrimination on the basis of race, color, religion, national origin and other prohibited factors in extending credit;

 

   

Fair Credit Reporting Act, governing the use and provision of information to credit reporting agencies;

 

   

Fair Debt Collection Act, governing the manner in which consumer debts may be collected by collection agencies;

 

   

Truth in Savings Act, governing disclosures with respect to deposit accounts; and

 

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rules and regulations of the various federal agencies charged with the responsibility of implementing such federal laws.

The operations of PyraMax Bank, FSB also are subject to the:

 

   

Right to Financial Privacy Act, which imposes a duty to maintain confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records;

 

   

Electronic Funds Transfer Act and Regulation E promulgated thereunder, which govern automatic deposits to and withdrawals from deposit accounts and customers’ rights and liabilities arising from the use of automated teller machines and other electronic banking services;

 

   

Check Clearing for the 21st Century Act (also known as “Check 21”), which gives “substitute checks,” such as digital check images and copies made from that image, the same legal standing as the original paper check;

 

   

The USA PATRIOT Act, which requires savings associations to, among other things, establish broadened anti-money laundering compliance programs, and due diligence policies and controls to ensure the detection and reporting of money laundering. Such required compliance programs are intended to supplement existing compliance requirements that also apply to financial institutions under the Bank Secrecy Act and the Office of Foreign Assets Control regulations; and

 

   

The Gramm-Leach-Bliley Act, which places limitations on the sharing of consumer financial information by financial institutions with unaffiliated third parties. Specifically, the Gramm-Leach-Bliley Act requires all financial institutions offering financial products or services to retail customers to provide such customers with the financial institution’s privacy policy and provide such customers the opportunity to “opt out” of the sharing of certain personal financial information with unaffiliated third parties.

Holding Company Regulation

General. 1895 Bancorp of Wisconsin, Inc. and 1895 Bancorp of Wisconsin, MHC will be savings and loan holding companies within the meaning of the Home Owners’ Loan Act. As such, 1895 Bancorp of Wisconsin, Inc. and 1895 Bancorp of Wisconsin, MHC will be registered with the Federal Reserve Board and subject to the regulation, examination, supervision and reporting requirements applicable to savings and loan holding companies. In addition, the Federal Reserve Board has enforcement authority over 1895 Bancorp of Wisconsin, Inc., 1895 Bancorp of Wisconsin, MHC and its non-savings institution subsidiaries. Among other things, this authority permits the Federal Reserve Board to restrict or prohibit activities that are determined to be a serious risk to the subsidiary savings institution.

Permissible Activities. Under present law, the business activities of 1895 Bancorp of Wisconsin, Inc. and 1895 Bancorp of Wisconsin, MHC are generally limited to those activities permissible for financial holding companies under Section 4(k) of the Bank Holding Company Act of 1956, as amended, provided certain conditions are met and financial holding company status is elected, and for multiple savings and loan holding companies. A financial holding company may engage in activities that are financial in nature, including underwriting equity securities and insurance as well as activities that are incidental to financial activities or complementary to a financial activity. A multiple savings and loan holding company is generally limited to activities permissible for bank holding companies under Section 4(c)(8) of the Bank Holding Company Act, subject to regulatory approval, and certain additional activities authorized by federal regulations. 1895 Bancorp of Wisconsin, Inc. and 1895 Bancorp of Wisconsin, MHC have not elected financial holding company status.

Federal law prohibits a savings and loan holding company, including 1895 Bancorp of Wisconsin, Inc. and 1895 Bancorp of Wisconsin, MHC, directly or indirectly, or through one or more subsidiaries, from acquiring more than 5% of another savings association or savings and loan holding company, without prior Federal Reserve Board approval. In evaluating applications by holding companies to acquire savings institutions, the Federal Reserve Board considers factors such as the financial and managerial resources, future prospects of the company and institution involved, the effect of the acquisition on the risk to the federal deposit insurance fund, the convenience and needs of the community and competitive factors.

The Federal Reserve Board is prohibited from approving any acquisition that would result in a multiple savings and loan holding company controlling savings institutions in more than one state, subject to two exceptions:

 

   

the approval of interstate supervisory acquisitions by savings and loan holding companies; and

 

   

the acquisition of a savings institution in another state if the laws of the state of the target savings institution specifically permit such acquisition.

 

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Capital. Savings and loan holding companies have historically not been subjected to consolidated regulatory capital requirements. The Dodd-Frank Act required the Federal Reserve Board to establish for all bank and savings and loan holding companies, minimum consolidated capital requirements that are as stringent as those required for the insured depository subsidiaries. However, pursuant to legislation passed in December 2014, the Federal Reserve Board extended to savings and loan holding companies the applicability of the “Small Bank Holding Company” exception to its consolidated capital requirements and increased the threshold for the exception from $500 million of consolidated assets to $1.0 billion, effective May 15, 2015. As a result, savings and loan holding companies with less than $1.0 billion in consolidated assets are generally not subject to the capital requirements unless otherwise advised by the Federal Reserve Board. Recent legislation directed the Federal Reserve Board to expand the applicability of the exception to holding companies of up to $3.0 billion of consolidated assets.

Source of Strength. The Dodd-Frank Act extended the “source of strength” doctrine to savings and loan holding companies. The Federal Reserve Board has issued regulations requiring that all savings and loan holding companies serve as a source of financial and managerial strength to their subsidiary depository institutions.

Dividends and Stock Repurchases. The Federal Reserve Board has issued a policy statement regarding the payment of dividends by holding companies. In general, the policy provides that dividends should be paid only out of current earnings and only if the prospective rate of earnings retention by the holding company appears consistent with the organization’s capital needs, asset quality and overall supervisory financial condition. Separate regulatory guidance provides for prior consultation with Federal Reserve Bank staff concerning dividends in certain circumstances such as where the company’s net income for the past four quarters, net of dividends previously paid over that period, is insufficient to fully fund the dividend or the company’s overall rate or earnings retention is inconsistent with the company’s capital needs and overall financial condition. The ability of a savings and loan holding company to pay dividends may be restricted if a subsidiary savings association becomes undercapitalized. The regulatory guidance also states that a savings and loan holding company should inform Federal Reserve Bank supervisory staff prior to redeeming or repurchasing common stock or perpetual preferred stock if the savings and loan holding company is experiencing financial weaknesses or the repurchase or redemption would result in a net reduction, at the end of a quarter, in the amount of such equity instruments outstanding compared with the beginning of the quarter in which the redemption or repurchase occurred. These regulatory policies may affect the ability of 1895 Bancorp of Wisconsin, Inc. to pay dividends, repurchase shares of common stock or otherwise engage in capital distributions.

Waivers of Dividends by 1895 Bancorp of Wisconsin, MHC. 1895 Bancorp of Wisconsin, Inc. may pay dividends on its common stock to public stockholders. If it does, it is also required to pay dividends to 1895 Bancorp of Wisconsin, MHC, unless 1895 Bancorp of Wisconsin, MHC elects to waive the receipt of dividends. Under the Dodd-Frank Act, 1895 Bancorp of Wisconsin, MHC must receive the approval of the Federal Reserve Board before it may waive the receipt of any dividends from 1895 Bancorp of Wisconsin, Inc. The Federal Reserve Board has issued an interim final rule providing that it will not object to dividend waivers under certain circumstances, including circumstances where the waiver is not detrimental to the safe and sound operation of the savings association and a majority of the mutual holding company’s members have approved the waiver of dividends by the mutual holding company within the previous twelve months. In addition, for a “non-grandfathered” mutual holding company such as 1895 Bancorp of Wisconsin, MHC, each officer or director of 1895 Bancorp of Wisconsin, Inc. and PyraMax Bank, FSB, and any tax-qualified stock benefit plan or non-tax-qualified stock benefit plan in which such individual participates that holds any shares of stock to which the waiver would apply, must waive the right to receive any such dividend declared. In addition, any dividends waived by 1895 Bancorp of Wisconsin, MHC must be considered in determining an appropriate exchange ratio in the event of a conversion of the mutual holding company to stock form.

Acquisition. Under the Federal Change in Bank Control Act, a notice must be submitted to the Federal Reserve Board if any person (including a company), or group acting in concert, seeks to acquire direct or indirect “control” of a savings and loan holding company. Under certain circumstances, a change of control may occur, and prior notice is required, upon the acquisition of 10% or more of the company’s outstanding voting stock, unless the Federal Reserve Board has found that the acquisition will not result in control of the company. A change in control definitively occurs upon the acquisition of 25% or more of the company’s outstanding voting stock. Under the Change in Bank Control Act, the Federal Reserve Board generally has 60 days from the filing of a complete notice to act, taking into consideration certain factors, including the financial and managerial resources of the acquirer and the competitive effects of the acquisition.

Federal Securities Laws

1895 Bancorp of Wisconsin, Inc.’s common stock will be registered with the Securities and Exchange Commission under the Securities Exchange Act of 1934. 1895 Bancorp of Wisconsin, Inc. will be subject to the information, proxy solicitation, insider trading restrictions and other requirements under the Securities Exchange Act of 1934.

 

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Emerging Growth Company Status

The JOBS Act, which was enacted in April 2012, has made numerous changes to the federal securities laws to facilitate access to capital markets. Under the JOBS Act, a company with total annual gross revenues of less than $1.07 billion during its most recently completed fiscal year qualifies as an “emerging growth company.” 1895 Bancorp of Wisconsin, Inc. qualifies as an emerging growth company under the JOBS Act.

An “emerging growth company” may choose not to hold non-binding advisory stockholder votes on annual executive compensation (more frequently referred to as “say-on-pay” votes) or on executive compensation payable in connection with a merger (more frequently referred to as “say-on-golden parachute” votes). An emerging growth company also is not subject to the requirement that its auditors attest to the effectiveness of the company’s internal control over financial reporting, and can provide scaled disclosure regarding executive compensation; however, 1895 Bancorp of Wisconsin, Inc. will also not be subject to the auditor attestation requirement or additional executive compensation disclosure so long as it remains a “smaller reporting company” under Securities and Exchange Commission regulations (generally less than $75 million of voting and non-voting equity held by non-affiliates). Finally, an emerging growth company may elect to comply with new or amended accounting pronouncements in the same manner as a private company, but must make such election when the company is first required to file a registration statement. Such an election is irrevocable during the period a company is an emerging growth company. 1895 Bancorp of Wisconsin, Inc. has elected to comply with new or amended accounting pronouncements in the same manner as a private company.

A company loses emerging growth company status on the earlier of: (i) the last day of the fiscal year of the company during which it had total annual gross revenues of $1.0 billion or more; (ii) the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the company pursuant to an effective registration statement under the Securities Act of 1933; (iii) the date on which such company has, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; or (iv) the date on which such company is deemed to be a “large accelerated filer” under Securities and Exchange Commission regulations (generally, at least $700 million of voting and non-voting equity held by non-affiliates).

 

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MANAGEMENT

Our Directors

The board of directors of 1895 Bancorp of Wisconsin, Inc. will initially consist of seven members. Directors will serve three-year staggered terms so that approximately one-third of the directors will be elected at each annual meeting of stockholders. Because 1895 Bancorp of Wisconsin, MHC will own a majority of our outstanding common stock, we will be a “controlled company” within the meaning of the Nasdaq corporate governance guidelines. As a “controlled company,” we will be exempt from certain requirements, including that a majority of our board of directors be independent under those standards, and that executive compensation and director nominations be overseen by independent directors. However, at the present time, we have determined that each of our directors, other than Richard Hurd and Monica Baker, would be considered independent under the Nasdaq Stock Market corporate governance listing standards. See “ —Board Independence.”

The following table states our directors’ names, their ages as of June 30, 2018, and the calendar years when they began serving as directors of PyraMax Bank, FSB.

 

Directors

  

Position

   Age      Director Since      Current Term
to Expire
 

Monica Baker

   Senior Vice President-Chief Brand Officer      49        2006        2019  

Darrell Francis

   Chairman of the Board      66        1986        2020  

Richard Hurd

   President and Chief Executive Officer      66        2004        2020  

Joseph Murphy

   Director      70        2005        2021  

James Spiegelberg

   Director      59        2006        2019  

John Talsky

   Director      69        2001        2020  

Gary Zenobi

   Director      72        1992        2021  

The business experience for the past five years of each of our directors is set forth below. The biographies also contain information regarding the person’s experience, qualifications, attributes or skills that caused the board of directors to determine that the person should serve as a director. Unless otherwise indicated, directors have held their positions for the past five years.

Monica Baker was appointed Senior Vice President-Chief Brand Officer in January 2014. Ms. Baker began with PyraMax Bank, FSB in 1993 as the Vice President of Marketing/Human Resources/Savings. In August 2000, she was promoted to Senior Vice President of Marketing/Human Resources and then in 2010 promoted to Senior Vice President of Marketing/Human Resources/Retail Lending. Ms. Baker has been on the Board of Directors since 2006. Prior to being employed with PyraMax Bank, FSB Ms. Baker was the Human Resources Officer at Maritime Savings Bank. She brings with her over 34 years of banking experience, focused on retail banking, retail lending, human resources and marketing. Ms. Baker holds her Master of Business Administration Degree from the University of Wisconsin-Milwaukee and undergraduate with a double major in Human Resources and Marketing from the University of Wisconsin-Milwaukee. Ms. Baker’s extensive experience in retail banking, retail lending, human resources and marketing are valuable to our Board of Directors in assessing the performance of PyraMax Bank, FSB.

Darrell Francis has served on the Board of Directors of PyraMax Bank, FSB since June 1986. He was appointed Chairman of the Board in July 2007. He owns and operates a private dental practice in Wisconsin and has performed general dentistry since 1976. Dr. Frances has been member of the South Milwaukee Police and Fire Commission for over 25 years. He is the former President of the South Milwaukee Lion’s Club and was previously on the Board of Directors of Southshore-YMCA. Mr. Francis has extensive knowledge of local markets and the communities served by PyraMax Bank, FSB.

Richard Hurd was appointed President and Chief Executive Officer of PyraMax Bank, FSB in 2007. Prior to that, Mr. Hurd was the Chief Operating Officer from 2004 to 2007. Mr. Hurd has been a board member since 2004. He joined PyraMax Bank, FSB in 2001. Prior to joining PyraMax Bank, FSB Mr. Hurd had 30 years of banking experience at First Wisconsin National Bank, Marine Bank and Bank One Corporation. Mr. Hurd’s banking experience and knowledge of financial markets enhance the breadth of experience of our Board of Directors.

Joseph Murphy has served on the Board of Directors of PyraMax Bank, FSB since December 2005. He was City Attorney for the City of South Milwaukee from 1982 to 2016. Mr. Murphy was a principal shareholder in Murphy & Leonard, LLP (formerly Murphy & Brennan), a Milwaukee law firm concentrating in commercial litigation, municipal law, real estate, estate planning and family law from 1981 to 2016. Mr. Murphy was an Assistant District Attorney in Milwaukee County from 1977 to 1981. Mr. Murphy retired in 2017. Mr. Murphy’s extensive and varied background as an attorney and in real estate are valuable to our Board of Directors.

 

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James Spiegelberg was appointed to PyraMax Bank, FSB’s Board of Directors in 2006. He owns Spiegelberg Financial Services, a full-service tax, accounting and financial services firm. Mr. Spiegelberg has over 27 years of accounting experience. Mr. Spiegelberg was Vice President of Finance, TransWorld Express Airlines from 1987 to 1989 and Vice President of Finance & Administration, JBL Professional from 1989 to 1993. Prior to that, he was Director of Accounting, Jet America Airlines from 1985 to 1987. Mr. Spiegelberg began his professional experience with Touche Ross as an auditor from 1981 to 1983. After successfully passing the CPA exam, he accepted a position in Internal Audit with Rexnord Corporation from 1983 to 1985. In 2001, Mr. Spiegelberg became an Investment Advisor Representative and also holds health and life insurance licenses, which adds valuable knowledge and experience to our Board of Directors. His work experience qualifies him to be a member of the Audit Committee as an “audit committee financial expert” under the rules and regulations of the Securities and Exchange Commission.

John Talsky was appointed to the Board of Directors in 2001. Mr. Talsky is an attorney who has owned a law firm specializing in estate planning and related services since 1973. Mr. Talsky is the Village of Greendale Board of Zoning Appeals Member, Chairman (1990 to Present). Mr. Talsky’s broad legal experience enables him to bring a unique perspective to the Board of Directors.

Gary Zenobi was appointed to the Board of Directors in 1992. Mr. Zenobi is a retired certified public accountant who owned his own certified public accounting firm, GAZ LLC, from 2010 to 2015. He was a partner in the accounting firm of Bartlett & Zenobi, SC. from 1994 to 2010. Prior to that, Mr. Zenobi owned his own firm Gary A. Zenobi, S.C. from 1988 to 1994. Mr. Zenobi also worked at the CPA firms Jannsen & Co. SC from 1977 to 1987 and Bersch and Co. SC from 1973 to 1976. He was the Comptroller of American Medical Services, Inc from 1970 to 1973 and began his career working for Touche Ross firm from 1967 to 1970. Mr. Zenobi is a certified public accountant and his diverse background and broad experience in public accounting enhances our Board of Director’s oversight of financial reporting. His work experience qualifies him to be a member of the Audit Committee as an “audit committee financial expert” under the rules and regulations of the Securities and Exchange Commission.

Executive Officers Who Are Not Directors

The following sets forth information regarding our executive officers who are not directors. Age information is as of June 30, 2018. The executive officers of 1895 Bancorp of Wisconsin, Inc. and PyraMax Bank, FSB are elected annually.

Richard J. Krier joined PyraMax Bank, FSB in April 2011 as the Chief Financial Officer. Prior to that, Mr. Krier served as the Chief Financial Officer of Partnership Community Bancshares from 2008 until 2011. Mr. Krier has over 30 years of broad-based banking experience in the areas of financial management, operations, performance measurement and decision support. Mr. Krier is also a certified public accountant. Age 58.

Charles Mauer joined PyraMax Bank, FSB in June 2010 as PyraMax Bank, FSB’s Chief Credit Officer. He is responsible for the overall management of PyraMax Bank, FSB’s Credit Administration Department, including loan underwriting, loan review, lending support, loan policies, procedures and processes to ensure the overall quality of PyraMax Bank, FSB’s loan portfolio. Mr. Mauer has over 30 years of commercial, consumer and mortgage lending as well as credit administration experience. Prior to working at PyraMax Bank, FSB, he was a First Vice President of Credit Administration at Ozaukee Bank where he also managed client relationships for over 20 years. In 2007, Ozaukee Bank was acquired by BMO Harris. Mr. Mauer remained with BMO Harris for three years serving as Senior Vice President—Concurrence Officer. Age 59.

Thomas K. Peterson was appointed Senior Vice President, Chief Lending Officer as of January, 2017. Prior to being employed by PyraMax Bank, FSB, Mr. Peterson was the Commercial Business Segment Leader for the Milwaukee-Madison Markets for Associated Bank from 2014 to 2017, and was the Commercial Business Team Leader for the Milwaukee Unit from 2010-2014. Mr. Peterson has over 36 years of banking experience, including various commercial banking roles at Ozaukee Bank, Harris-BMO and Associated Bank. Age 61.

Board Independence

The board of directors has determined that each of our directors, other than Richard Hurd and Monica Baker, would be considered independent under the Nasdaq Stock Market corporate governance listing standards. In determining the independence of our directors, the board of directors considered relationships between PyraMax Bank, FSB and our directors that are not required to be reported under “ —Transactions With Certain Related Persons,” below, consisting of deposit accounts that our directors maintain at PyraMax Bank, FSB. In addition, we utilize the services of Mr. Talsky’s law firm, of which he is the owner, and utilized the services of Mr. Murphy’s law firm until his retirement in 2017.

 

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Transactions With Certain Related Persons

Federal law generally prohibits publicly traded companies from making loans to their executive officers and directors, but it contains a specific exemption from the prohibition for loans made by federally insured financial institutions, such as PyraMax Bank, FSB, to their executive officers and directors in compliance with federal banking regulations. At June 30, 2018, all of our loans to directors and executive officers were made in the ordinary course of business, were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to PyraMax Bank, FSB, and did not involve more than the normal risk of collectability or present other unfavorable features. These loans were performing according to their original repayment terms at June 30, 2018, and were made in compliance with federal banking regulations.

PyraMax Bank, FSB has not entered into any transactions since January 1, 2016 in which the amount involved exceeded $120,000 and in which any related persons had or will have a direct or indirect material interest.

Meetings and Committees of the Board of Directors

We conduct business through meetings of our board of directors and its committees, including an Audit Committee and a Loan Committee. During the year ended December 31, 2017, the board of directors of PyraMax Bank, FSB met 12 times. It is expected that the board of directors of 1895 Bancorp of Wisconsin, Inc. will establish a standing audit committee, which will operate under a written charter, which will govern its composition, responsibilities and operations.

1895 Bancorp of Wisconsin, Inc.’s Audit Committee will consist of Directors Spiegelberg (Chairman), Francis and Zenobi. Compensation and nominating decisions will be made by the full board of directors, as permitted under Nasdaq Stock Market rules for “Controlled Companies.” We will be a Controlled Company because 1895 Bancorp of Wisconsin, MHC will own a majority of our outstanding shares of common stock.

Corporate Governance Policies and Procedures

In addition to establishing committees of our board of directors, 1895 Bancorp of Wisconsin, Inc. will adopt several written policies to govern the activities of both 1895 Bancorp of Wisconsin, Inc. and PyraMax Bank, FSB including corporate governance policies and a code of business conduct and ethics. The corporate governance policies are expected to involve such matters as the following:

 

   

the composition, responsibilities and operation of our board of directors;

 

   

the establishment and operation of board committees, including an audit committee, the charter for which will be available on our website;

 

   

convening executive sessions of independent directors; and

 

   

our board of directors’ interaction with management and third parties.

The code of business conduct and ethics, which is expected to apply to all employees and directors, will address conflicts of interest, the treatment of confidential information, general employee conduct and compliance with applicable laws, rules and regulations. In addition, the code of business conduct and ethics will be designed to deter wrongdoing and to promote honest and ethical conduct, the avoidance of conflicts of interest, full and accurate disclosure and compliance with all applicable laws, rules and regulations.

 

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Executive Officer Compensation

Summary Compensation Table. The table below summarizes for the year ended December 31, 2017 the total compensation paid to or earned by our President and Chief Executive Officer, Richard Hurd, and our two other most highly compensated executive officers. Each individual listed in the table below is referred to as a “named executive officer.”

 

Summary Compensation Table

 

Name and principal position

   Year      Salary
($)
     Bonus(1)
($)
     All Other
Compensation(2)
($)
     Total
($)
 

Richard Hurd

President and Chief Executive Officer

     2017        271,235        82,013        18,359        371,607  

Charles Mauer

Senior Vice President and Chief Credit Officer

     2017        168,842        51,053        4,506        224,401  

Thomas Peterson

Senior Vice President and Chief Lending Officer

     2017        168,269        52,500        3,974        224,743  

 

(1)

Amounts in this column represent a discretionary bonus.

(2)

The amounts in this column reflect what PyraMax Bank, FSB paid for, or reimbursed, the applicable named executive officer for the various benefits and perquisites received. A break-down of the various elements of compensation in this column is set forth in the following table:

 

All Other Compensation

 

Name

   Paid Time Off
and Other
($)
     Country Club and
Related Expenses
($)
     Board Fees
($)
     Total All Other
Compensation
($)
 

Richard Hurd

     300        3,659        14,400        18,359  

Charles Mauer

     —        4,506        —        4,506  

Thomas Peterson

     —        3,974        —        3,974  

Benefit Plans and Agreements

Proposed Employment Agreements. In connection with the reorganization and offering, PyraMax Bank, FSB intends to enter into employment agreements with the named executive officers Richard B. Hurd, President and Chief Executive Officer; Charles Mauer, Senior Vice President, Chief Credit Officer; and Thomas K. Peterson, Senior Vice President and Chief Lending Officer, among others.

Mr. Hurd’s employment agreement has an initial term of three years. At least 30 days prior to the anniversary date of the agreement and each anniversary date thereafter the disinterested members of the Board of Directors must conduct a comprehensive performance evaluation and affirmatively approve any extension of the agreement for an additional year or determine not to extend the term of the agreement. If the Board of Directors determines not to extend the term, it shall provide with a written notice of non-renewal prior to the anniversary date.

The employment agreements with the other executives each have an initial term of eighteen months. On the first anniversary date of the effective date of the agreements the disinterested members of the Board of Directors may choose to conduct a comprehensive performance evaluation and affirmatively approve any extension of the agreements for an additional twelve months or determine not to extend the term of the agreement. If the Board of Directors determines not to extend the term, it shall provide with a written notice of non-renewal, and the agreements will terminate as the end of the initial term.

The employment agreements will provide for base salaries for Messrs. Hurd, Mauer, and Peterson in the amounts of $281,580, $180,250, and $180,250, respectively. The base salaries may be increased, but not decreased (other than a decrease which is applicable to all senior officers). In addition to base salary, the executives will be entitled to participate in any bonus programs (including a discretionary bonus and a performance-based bonus) and benefit plans that are made available to management employees. Mr. Hurd’s employment agreement will provide for country club membership fees. The executives will be reimbursed for all reasonable business expenses incurred.

In the event of an executive’s involuntary termination of employment for reasons other than cause, disability or death, or in the event of the executive’s resignation for “good reason,” the executive will receive a severance payment equal to the base salary and bonus(es) that the executive would have earned during the remaining term of the employment agreement. Such payment will be

 

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payable in a lump sum within 30 days following the executive’s date of termination. In addition, the executive will be entitled to continued life insurance and non-taxable medical and dental insurance coverage, at PyraMax Bank, FSB’s expense, substantially comparable to the coverage maintained for the executive and the executive’s dependents prior to the executive’s termination. For purposes of the employment agreements, “good reason” is defined as: (i) the failure to appoint or re-elect the executive to his executive position or a material change in executive’s function, duties, or responsibilities, which change would cause the executive’s position to become one of lesser responsibility, importance, or scope; (ii) a relocation of the executive’s principal place of employment by more than 35 miles from the executive’s principal place of employment as of the initial effective date of the employment agreement; (iii) a material reduction in benefits and perquisites, including base salary (except for any reduction that is part of a good faith, overall reduction of such benefits applicable to all officers or employees of PyraMax Bank, FSB); (iv) a liquidation or dissolution of PyraMax Bank, FSB; or (v) a material breach of the employment agreement by PyraMax Bank, FSB. In order to be entitled to the benefit set forth above, an executive will be required to enter into a release of claims against 1895 Bancorp of Wisconsin and PyraMax Bank, FSB.

In the event of executive’s involuntary termination of employment other than for cause, disability or death, or in the event of the executive’s resignation for “good reason,” following the effective date of a change in control of 1895 Bancorp of Wisconsin or PyraMax Bank, FSB, the executive will be entitled to (in lieu of the payments and benefits described in the previous paragraph) a severance payment equal to one and one-half (1.5) times (three (3) times, for Mr. Hurd) the sum of (i) the executive’s highest annual rate of base salary payable at any time under the agreement, plus (ii) the highest bonus paid to the executive with respect to the prior three completed fiscal years. Such payment will be payable in a lump sum within 10 days following the executive’s date of termination. In addition, the executive would be entitled, at PyraMax Bank, FSB’s (or PyraMax Bank, FSB’s successor’s) expense, to the continuation of substantially comparable life insurance and non-taxable medical and dental insurance coverage for the executive and the executive’s dependents 18 months (36 months, for Mr. Hurd) following the executive’s termination.

Should the executives become disabled, they will be entitled to disability benefits, if any, provided under a long-term (or short-term) disability plan sponsored by PyraMax Bank, FSB and will receive continued non-taxable medical and dental benefit coverage substantially comparable to that maintained for executive and his dependents prior to becoming disabled until the earlier of (i) the date the executive returns to full-time employment of PyraMax Bank, FSB, (ii) the executive is employed full-time by another employer, (iii) 12 months from the date of executive’s termination due to disability. In the event of an executive’s death while employed, the executive’s estate or beneficiary will be paid his base salary for six months following death, and his family will continue to receive non-taxable medical and dental coverage for 12 months after his death.

Upon any termination of employment (other than a termination in connection with a change in control), the executives will be required to adhere to one-year non-competition covenant and will be prohibited from soliciting employees of PyraMax Bank, FSB or any affiliate for the purpose of having such person(s) terminate employment with PyraMax Bank, FSB or its affiliates and provide services or accept employment with a competing business. The executives also agree that during their employment and following such employment, the executives will maintain and will not disclose the confidential information of PyraMax Bank, FSB.

Existing Employment Agreement. PyraMax Bank, FSB and Thomas K. Peterson, Senior Vice President and Chief Lending Officer, are parties to a three-year employment agreement that was entered into January 3, 2017. At the expiration of the term, the employment agreement indicates that Mr. Peterson will become an employee at will. Under the existing employment agreement Mr. Peterson receives a salary in 2018 of $180,250 and may receive bonuses and other similar incentive compensation in the sole discretion of PyraMax Bank, FSB. Mr. Peterson will also be entitled to 33 personal days of leave per year, certain benefits described in his offer letter, as well as those additional benefits as are currently available and described in PyraMax Bank, FSB’s employment booklets and manuals, or as required by law.

If PyraMax Bank, FSB terminates Mr. Peterson’s employment without cause, he will be entitled to receive his salary but no other benefits for the remaining term of the employment agreement. If Mr. Peterson breaches any reasonable term of his employment or if he is terminated for cause, he will receive no further compensation under the employment agreement. Mr. Peterson may terminate his employment upon three weeks’ notice to PyraMax Bank, FSB. Upon any termination, other than a termination without cause, Mr. Peterson will receive only those employment benefits required by law which are applicable to all former employees. Contemporaneously with the execution of the employment agreement, Mr. Peterson entered into a non-compete and confidentiality agreement pursuant to which Mr. Peterson agreed that he would maintain the confidentiality of PyraMax Bank, FSB’s confidential information and would return all property, files and other material belonging to PyraMax Bank, FSB in his possession. In addition, for a period of twelve months following his termination of employment for any reason, he would not interfere with customers or employees of PyraMax Bank, FSB.

If Mr. Peterson accepts the new 18-month employment agreement described above, PyraMax Bank, FSB and Mr. Peterson will simultaneously terminate his existing employment agreement.

 

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Nonqualified Deferred Compensation Plan. PyraMax Bank, FSB has entered into a Nonqualified Deferred Compensation Plan (the “Deferral Plan”) for the benefit of its directors and senior executives. The Plan is a nonqualified plan of deferred compensation within the meaning of Section 409A of the Internal Revenue Code. Only those persons designated by PyraMax Bank, FSB shall be able to participate by entering into a compensation deferral agreement and electing to defer up to 100% of such participant’s regular salary, bonus, commissions or director’s fees, as applicable. PyraMax Bank, FSB, may, but is not obligated, to make discretionary contributions to the Deferral Plan from time to time, which contributions are not required to be uniform among the participants. A participant will be 100% vested in his or her deferrals and earnings thereon, however, any discretionary amounts contributed by PyraMax Bank, FSB, shall be vested based on the participant’s years of service, at the rate of 20% per year, such that a participant will be fully vested after five years of service. A participant will also become fully vested in his or her employer discretionary contributions in the event of the participants death or disability while employed, or in the event of a change in control. The amounts deferred under the terms of the Deferral Plan are deemed to be invested in investment options similar to those available under PyraMax Bank, FSB’s 401(k) Savings Plan. In connection with the offering, the Deferral Plan has been amended to give the participants a one-time election to invest all or a portion of their accounts in the Deferral Plan in common stock of 1895 Bancorp of Wisconsin, Inc.

401(k) Plan. PyraMax Bank, FSB maintains the PyraMax Bank, FSB 401(k) Savings Plan, a tax-qualified defined contribution plan for eligible employees (the “401(k) Plan”). The named executive officers are eligible to participate in the 401(k) Plan just like other eligible employees of PyraMax Bank, FSB. An eligible employee must complete one months of service and attain the age of 18 to be eligible to participate in the 401(k) Plan by making elective deferrals (including Roth elective deferrals). In order to receive a safe harbor matching contribution or employer discretionary profit sharing contribution on the next payroll date after both attaining age 18 and completing six months of service. If an eligible employee does not elect whether or not to make elective deferrals after notice of eligibility from PyraMax Bank, FSB, the employee will be deemed to have made an automatic election to defer six percent of his or her compensation.

Under the 401(k) Plan a participant may elect to defer, on a pre-tax basis, the maximum amount as permitted by the Internal Revenue Code. For 2018, the salary deferral contribution limit is $18,500, provided, however, that a participant over age 50 may contribute an additional $6,000 to the 401(k) Plan for a total of $24,000. In addition to salary deferral contributions, PyraMax Bank, FSB may make safe harbor matching contributions and discretionary profit sharing contributions to the 401(k) Plan. Currently, PyraMax Bank, FSB makes a safe-harbor matching contribution to the 401(k) Plan equal to 100% of a participant’s salary deferrals, up to the first six percent of the participant’s compensation.

A participant is always 100% vested in his or her salary deferral contributions and safe-harbor matching contributions. Employer discretionary profit sharing contributions vest based on a participant’s years of service with PyraMax Bank, FSB, at the rate of 0% after one year of service, and then 20% after each of second through fourth year of service, accelerating to 100% after the fifth year of service. Participants also become fully vested upon their death, disability or the attainment of their retirement age. Participants have the ability to direct the investment of their account balances among a number of investment alternatives. PyraMax Bank, FSB intends to allow participants in the 401(k) Plan to use up to 50% of their account balances under the plan to subscribe for stock in the offering. Generally, unless the participant elects otherwise, the participant’s account balance will be distributed as a result of the participant’s termination of employment. Participants are also permitted to receive distributions from the 401(k) Plan during employment under certain circumstances, including for hardship withdrawals and participant loans. Expense recognized in connection with the 401(k) Plan totaled approximately $355,000 for the fiscal year ended December 31, 2017.

Employee Stock Ownership Plan. In connection with the reorganization, PyraMax Bank, FSB adopted an employee stock ownership plan for eligible employees. Eligible employees will begin participation in the employee stock ownership plan on the later of the effective date of the reorganization or upon the first entry date commencing on or after the eligible employee’s completion of 1,000 hours of service during a continuous 12-month period.

The employee stock ownership plan trustee is expected to purchase, on behalf of the employee stock ownership plan, 3.92% of our outstanding shares (including shares issued to 1895 Bancorp of Wisconsin, MHC and the charitable foundation). We expect that this purchase will be made in the offering. We anticipate that the employee stock ownership plan will fund its stock purchase with a loan from 1895 Bancorp of Wisconsin, Inc. equal to the aggregate purchase price of the common stock. The loan will be repaid principally through PyraMax Bank, FSB’s contribution to the employee stock ownership plan and dividends payable on common stock held by the employee stock ownership plan over the anticipated 25-year term of the loan. The interest rate for the employee stock ownership plan loan is expected to be a fixed rate equal to the prime rate, as published in The Wall Street Journal, on the closing date of the offering. See “Pro Forma Data.”

The trustee will hold the shares purchased by the employee stock ownership plan in an unallocated suspense account, and shares will be released from the suspense account on a pro-rata basis as the loan is repaid. The trustee will allocate the shares released among participants on the basis of each participant’s proportional share of compensation relative to all participants. Each participant will vest

 

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in his or her benefit at a rate of 20% per year, such that the participant will be fully vested upon completion of five years of credited service. However, each participant who was employed by PyraMax Bank, FSB prior to the offering will receive credit for vesting purposes for years of service prior to the adoption of the employee stock ownership plan. A participant also will become fully vested automatically in his or her benefit upon normal retirement, death or disability, a change in control, or termination of the employee stock ownership plan. Generally, a participant will receive a distribution from the employee stock ownership plan upon separation from service.

The employee stock ownership plan permits a participant to direct the trustee as to how to vote the shares of common stock allocated to his or her account. The trustee votes unallocated shares and allocated shares for which participants do not provide instructions on any matter in the same ratio as those shares for which participants provide instructions, subject to fulfillment of the trustee’s fiduciary responsibilities.

Under applicable accounting requirements, PyraMax Bank, FSB will record a compensation expense for the employee stock ownership plan at the fair market value of the shares as they are committed to be released from the unallocated suspense account to each participant’s account. The compensation expense resulting from the release of the common stock from the suspense account and allocation to plan participants will result in a corresponding reduction in 1895 Bancorp of Wisconsin, Inc.’s earnings.

Director Compensation

The following table sets forth for the fiscal year ended December 31, 2017 certain information as to the total remuneration we paid to our directors other than to directors who are also our named executive officers. Information with respect to director compensation paid to directors who are also named executive officers is included above in “—Executive Officer Compensation—Summary Compensation Table.”

 

Directors Compensation Table

 

Name

   Fees earned
or paid in
cash
($)
     All Other
Compensation
($)
    Total (1)
($)
 

Monica Baker

     14,400        206,287 (2)       220,687  

Darrell Francis

     40,200        5,000       45,200  

Joseph Murphy

     35,400        5,000       40,400  

James Spiegelberg

     35,400        5,000       40,400  

John Talsky

     35,400        5,000       40,400  

Gary Zenobi

     35,400        5,000       40,400  

 

 

(1)

For the year ended December 31, 2017, each independent director of PyraMax Bank, FSB was paid a monthly retainer of $2,950, and Ms. Baker was paid a monthly retainer of $1,200. Mr. Frances was paid $4,800 in 2017 for his duties as Chairman of the Board. Directors Francis, Murphy, Spiegelberg, Talsky and Zenobi each received a $5,000 bonus in 2017.

(2)

In addition to the reported director fees, Ms. Baker, who also serves as a Senior Vice President and Chief Brand Officer of PyraMax Bank, FSB, earned $155,033 in base salary, $46,878 in annual bonus for calendar year 2017, $4,376 in paid time off and reported $40 in imputed income from a split dollar life insurance agreement with PyraMax Bank, FSB.

Future Stock Benefit Plans

Stock-Based Incentive Plan. Following the offering, we intend to adopt a stock-based incentive plan that will be designed to attract and retain qualified personnel in key positions, provide directors, officers and key employees with a proprietary interest in 1895 Bancorp of Wisconsin, Inc. as an incentive to contribute to our success and reward key employees for outstanding performance. The number of options granted and shares of restricted common stock awarded under stock-based benefit plans may not exceed 4.90% and 1.96%, respectively, of our total outstanding shares (including shares issued to 1895 Financial and the charitable foundation), provided that, if PyraMax Bank, FSB’s tangible capital at the time of adoption of the stock-based benefit plan is less than 10% of its assets, then the amount of shares of restricted common stock may not exceed 1.47% of our outstanding shares. The number of options granted or shares of restricted common stock awarded under stock-based benefit plans, when aggregated with any subsequently adopted stock-based benefit plans (exclusive of any shares held by any employee stock ownership plan), may not exceed 25% of the shares of common stock held by persons other than 1895 Bancorp of Wisconsin, MHC. Under applicable regulations, the exercise price of options granted within one year of the completion of the offering must be equal to the then fair market value of the common stock on the date the options are granted.

 

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A stock-based benefit plan will not be established sooner than six months after the consummation of the offering, and if adopted within one year after the consummation of the offering, the plan must be approved by a majority of the votes eligible to be cast by our stockholders, as well as a majority of the votes eligible to be cast by our stockholders other than 1895 Bancorp of Wisconsin, MHC. If a stock-based benefit plan is established more than one year after the consummation of the offering, it must be approved by a majority of votes cast by our stockholders, as well as a majority of votes cast by our stockholders other than 1895 Bancorp of Wisconsin, MHC. The following additional restrictions would apply to our stock-based benefit plans only if such plans are adopted within one year after the offering:

 

   

non-employee directors in the aggregate may not receive more than 30% of the options and shares of restricted common stock authorized under the plans;

 

   

no non-employee director may receive more than 5% of the options and shares of restricted common stock authorized under the plans;

 

   

no individual may receive more than 25% of the options and shares of restricted common stock authorized under the plans;

 

   

options and shares of restricted common stock may not vest more rapidly than 20% per year, beginning on the first anniversary of stockholder approval of the plans; and

 

   

accelerated vesting is not permitted except for death, disability or upon a change in control of PyraMax Bank, FSB or 1895 Bancorp of Wisconsin, Inc.

These restrictions do not apply to plans adopted after one year following the consummation of the offering.

We have not determined whether we will present a stock-based benefit plan for stockholder approval prior to or more than 12 months after the consummation of the stock offering. In the event federal regulators change their regulations or policies regarding stock-based benefit plans, including any regulations or policies restricting the size of awards and vesting of benefits as described above, the restrictions described above may not be applicable.

We may obtain the shares needed for our stock-based benefit plans by issuing additional shares of common stock from authorized but unissued shares or through stock repurchases.

 

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SUBSCRIPTIONS BY DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth information regarding intended common stock subscriptions by each of our directors and executive officers and their associates, and by all directors, officers and their associates as a group. However, there can be no assurance that any such person or group will purchase any specific number of shares of our common stock. In the event the individual maximum purchase limitation is increased, persons subscribing for the maximum amount may increase their purchase order. Directors and officers will purchase shares of common stock at the same $10.00 purchase price per share and on the same terms as other purchasers in the offering. This table excludes shares of common stock to be purchased by the employee stock ownership plan, as well as any stock awards or stock option grants that may be made no earlier than six months after the completion of the offering. Purchases by directors, officers and their associates will be included in determining whether the required minimum number of shares has been subscribed for in the offering. The shares being acquired by the directors, executive officers and their associates are being acquired for investment purposes, and not with a view towards resale. Our directors and executive officers will be subject to the same minimum purchase requirements and purchase limitations as other participants in the offering set forth under “The Reorganization and Offering—Offering of Common Stock—Limitations on Purchase of Shares.”

 

Name and Title

   Number of
Shares (1)
     Aggregate
Purchase Price (1)
     Percent of
Outstanding
Shares at
Minimum of
Offering Range (2)
 

Richard Hurd, President and Chief Executive Officer, Director

     10,000      $ 100,000        *  

Joseph Murphy, Director

     10,000        100,000        *  

Darrell Francis, Chairman of the Board

     10,000        100,000        *  

Monica Baker, Senior Vice President-Chief Brand Officer, Director

     2,500        25,000        *  

Gary Zenobi, Director

     2,500        25,000        *  

James Spiegelberg, Director

     5,000        50,000        *  

John Talsky, Director

     3,000        30,000        *  

Charles Mauer, Senior Vice President and Chief Credit Officer

     1,000        10,000        *  

Thomas Peterson, Senior Vice President and Chief Lending Officer

     1,000        10,000        *  

Richard Krier, Senior Vice President and Chief Financial Officer

     1,000        10,000        *  
  

 

 

    

 

 

    

 

 

 

All directors and executive officers as a group (10 persons)

     46,000      $ 460,000        0.98
  

 

 

    

 

 

    

 

 

 

 

 

*

Less than 1.0%.

(1)

Includes purchases by the named individual’s spouse and other relatives of the named individual living in the same household. Other than as set forth above, the named individuals are not aware of any other purchases by a person who or entity that would be considered an associate of the named individuals under the plan of reorganization.

(2)

Includes shares to be sold to the public, contributed to the charitable foundation and owned by 1895 Bancorp of Wisconsin, MHC.

 

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THE REORGANIZATION AND OFFERING

The board of directors of PyraMax Bank, FSB has approved the plan of reorganization. The plan of reorganization must also be approved by PyraMax Bank, FSB’s members. A special meeting of members has been called for this purpose. We have filed an application with respect to the reorganization and offering with the Federal Reserve Board. We also have filed certain applications with respect to the reorganization with the Office of the Comptroller of the Currency and the FDIC. The final approvals of the Federal Reserve Board, the Office of the Comptroller of the Currency and the FDIC are required before we can consummate the reorganization and offering. Any approval by the Federal Reserve Board, the Office of the Comptroller of the Currency and the FDIC does not constitute a recommendation or endorsement of the plan of reorganization.

General

On September 5, 2018, our board of directors unanimously adopted the plan of reorganization pursuant to which we will reorganize from a federally chartered mutual savings association into a two-tier federal mutual holding company structure. After the reorganization, 1895 Bancorp of Wisconsin, Inc. will be the mid-tier stock holding company and 1895 Bancorp of Wisconsin, MHC will be the top-tier mutual holding company. After the offering, purchasers in the offering and the charitable foundation will own 45% and 1895 Bancorp of Wisconsin, MHC will own 55% of the outstanding shares of common stock of 1895 Bancorp of Wisconsin, Inc.

Consummation of the reorganization and offering is subject to, among other things, approval of the plan of reorganization by the members of PyraMax Bank, FSB as of the voting record date. A special meeting of members has been called for this purpose, to be held on December 21, 2018. The reorganization will be completed as follows, or in any manner approved by regulators that is consistent with the purposes of the plan of reorganization and applicable laws and regulations:

 

  (i)

PyraMax Bank, FSB will organize an interim stock savings association as a wholly owned subsidiary (“Interim Bank”);

 

  (ii)

After Interim Bank receives approval from the FDIC for insurance of accounts and the FDIC has issued it a certificate number, PyraMax Bank, FSB will transfer pursuant to a purchase and assumption agreement all of its assets and liabilities, except $100,000 in cash, to Interim Bank, and Interim Bank will become the stock savings association resulting from the reorganization, including the purchase and assumption transaction pursuant to the plan (the “Stock Bank”);

 

  (iii)

PyraMax Bank, FSB will amend its charter and bylaws to read in the form of a federal mutual holding company to become 1895 Bancorp of Wisconsin, MHC;

 

  (iv)

1895 Bancorp of Wisconsin, MHC will organize 1895 Bancorp of Wisconsin, Inc. as a wholly owned subsidiary, and transfer $1,000 to 1895 Bancorp of Wisconsin, Inc. in exchange for 100 shares of 1895 Bancorp of Wisconsin, Inc. common stock; and

 

  (v)

1895 Bancorp of Wisconsin, MHC will transfer all of the initially issued stock of the Stock Bank to 1895 Bancorp of Wisconsin, Inc. in exchange for additional shares of 1895 Bancorp of Wisconsin, Inc. common stock, and the Stock Bank will become a wholly owned subsidiary of 1895 Bancorp of Wisconsin, Inc.

Concurrently with the reorganization, 1895 Bancorp of Wisconsin, Inc. will offer for sale 44% of its common stock representing 44% of the pro forma market value of 1895 Bancorp of Wisconsin, Inc. and PyraMax Bank, FSB.

We have mailed to each account holder eligible to vote at the special meeting a proxy statement containing information concerning the business purposes of the reorganization and the effects of the reorganization on voting rights, liquidation rights, existing savings accounts, deposit insurance, loans and PyraMax Bank, FSB’s business. The proxy statement also describes the manner in which the plan may be amended or terminated. Included with the proxy statement is a proxy card that can be used to vote on the plan of reorganization.

The following is a summary of the material aspects of the plan of reorganization and the offering. The plan of reorganization should be consulted for a more detailed description of its terms.

Reasons for the Reorganization

The primary purpose of the reorganization is to establish a holding company and to convert PyraMax Bank, FSB to the stock form of ownership in order to compete and expand more effectively in the financial services marketplace. The stock form of ownership is the corporate form used by commercial banks, most major businesses and a large number of savings institutions. The reorganization also will enable customers, employees, management and directors to have an equity ownership interest in our company. Management believes that this will enhance the long-term growth and performance of PyraMax Bank, FSB and 1895 Bancorp of Wisconsin, Inc. by enabling us to attract and retain qualified employees who have a direct interest in our financial success and that customer ownership may enhance our connection with our customers. The reorganization will permit us to issue and sell capital stock,

 

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which is a source of capital not available to mutual savings institutions. The reorganization also will give us greater flexibility to structure and finance the expansion of our operations and increase our capital to support future growth and profitability, including the potential acquisition of other financial institutions, and to diversify into other financial services, to the extent permissible by applicable law and regulation. Although there are no current arrangements, understandings or agreements regarding any such opportunities, we will be in a position after the reorganization, subject to regulatory limitations and our financial condition, to take advantage of any such opportunities that may arise, and to compete more effectively in the financial services marketplace. The reorganization and the capital raised in the offering are expected to increase our lending capacity by providing us with additional capital to support new loans and higher lending limits, support the growth of our banking franchise, provide an additional capital cushion against unforeseen risk and expand our asset base. The reorganization and offering also will allow us to establish stock benefit plans for management and other employees that we believe will permit us to attract and retain qualified personnel, and offer our customers, employees, management and directors an equity ownership interest in 1895 Bancorp of Wisconsin, Inc., our stock holding company, and thereby an economic interest in our future success. Lastly, the reorganization will enable us to better manage our capital by providing broader investment opportunities through the holding company structure and by enabling us to repurchase our common stock as market conditions permit. Although the reorganization and offering will create a stock savings institution and stock holding company, only a minority of the common stock will be offered for sale in the offering. As a result, our mutual form of ownership and our ability to provide community-oriented financial services will be preserved through the mutual holding company structure.

Our board of directors believes that the advantages of the mutual holding company structure outweigh the potential disadvantages of the mutual holding company structure to minority stockholders, including the inability of stockholders other than 1895 Bancorp of Wisconsin, MHC to own a majority of the common stock of 1895 Bancorp of Wisconsin, Inc. A majority of our voting stock will be owned by 1895 Bancorp of Wisconsin, MHC, which will be controlled by its board of directors. While this structure will permit management to focus on our long-term business strategy for growth and capital redeployment without undue pressure from stockholders, it will also serve to perpetuate our existing management and directors. 1895 Bancorp of Wisconsin, MHC will be able to elect all the members of 1895 Bancorp of Wisconsin, Inc.’s board of directors, and will be able to control the outcome of nearly all matters presented to our stockholders for resolution by vote. No assurance can be given that 1895 Bancorp of Wisconsin, MHC will not take action adverse to the interests of stockholders other than 1895 Bancorp of Wisconsin, MHC. For example, 1895 Bancorp of Wisconsin, MHC could prevent the sale of control of 1895 Bancorp of Wisconsin, Inc., or defeat a candidate for the board of directors of 1895 Bancorp of Wisconsin, Inc. or other proposals put forth by stockholders.

Since we will not be offering all of our common stock for sale in the offering, the reorganization will result in less capital raised in comparison to a standard mutual-to-stock conversion. We are not undertaking a standard mutual-to-stock conversion at this time since we do not believe we could effectively deploy that amount of additional capital on a short-term or near-term basis. The reorganization, however, will allow us to raise additional capital in the future because a majority of our common stock will be available for sale in the event of a conversion of 1895 Bancorp of Wisconsin, MHC to stock form. Our board of directors has determined that offering 44% of our outstanding shares of common stock for sale in the offering and contributing 1% of our outstanding shares to the charitable foundation allows for an efficient use of net proceeds for 1895 Bancorp of Wisconsin, Inc. and PyraMax Bank, FSB over the next several years.

The reorganization does not preclude the future conversion of 1895 Bancorp of Wisconsin, MHC from the mutual to stock form of organization. No assurance can be given when, if ever, 1895 Bancorp of Wisconsin, MHC will convert to stock form or what conditions the Federal Reserve Board or other regulatory agencies may impose on such a transaction. Additionally, public stockholders will not be able to force a future conversion of 1895 Bancorp of Wisconsin, MHC without the consent of 1895 Bancorp of Wisconsin, MHC since the transaction would require the approval of a majority of the outstanding shares of 1895 Bancorp of Wisconsin, Inc.’s common stock. See “Summary—Possible Conversion of 1895 Bancorp of Wisconsin, MHC to Stock Form.”

Effects of the Reorganization and Offering on Depositors and Borrowers of PyraMax Bank, FSB

Continuity. While the reorganization is being accomplished, and after its completion, our routine business of accepting deposits and making loans will continue without interruption. PyraMax Bank, FSB will continue to be subject to regulation by the Office of the Comptroller of the Currency and the FDIC. After the reorganization, we will continue to provide services for depositors and borrowers under current policies by our management team and staff.

Liquidation Rights. Following the completion of the reorganization, all depositors who had liquidation rights with respect to PyraMax Bank, FSB as of the effective date of the reorganization will continue to have such rights solely with respect to 1895 Bancorp of Wisconsin, MHC so long as they continue to hold their deposit accounts with PyraMax Bank, FSB. In addition, all persons who become depositors of PyraMax Bank, FSB subsequent to the reorganization will have such liquidation rights with respect to 1895 Bancorp of Wisconsin, MHC.

 

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Deposit Accounts and Loans. Under the plan of reorganization, each depositor of PyraMax Bank, FSB at the time of the reorganization will automatically continue as a depositor after the reorganization, and each such deposit account will remain the same with respect to deposit balance, interest rate and other terms, except to the extent such deposit is reduced by withdrawals to purchase common stock in the offering. All insured deposit accounts of PyraMax Bank, FSB will continue to be federally insured by the FDIC up to the legal maximum limit in the same manner as deposit accounts existing in PyraMax Bank, FSB immediately prior to the reorganization. Furthermore, no loan outstanding will be affected by the reorganization, and the amounts, interest rates, maturity and security for each loan will remain the same as they were prior to the reorganization.

Voting Rights. Following the completion of the reorganization and offering, members of PyraMax Bank, FSB will no longer have voting rights in PyraMax Bank, FSB, but will have voting rights in 1895 Bancorp of Wisconsin, MHC. Following the completion of the reorganization and offering, voting rights in 1895 Bancorp of Wisconsin, Inc. will be held exclusively by its stockholders. Each share of outstanding common stock held by a stockholder will entitle the stockholder to one vote on matters considered by 1895 Bancorp of Wisconsin, Inc. stockholders. Although 1895 Bancorp of Wisconsin, Inc. will have the power to issue shares of capital stock to persons other than 1895 Bancorp of Wisconsin, MHC, as long as 1895 Bancorp of Wisconsin, MHC is in existence, 1895 Bancorp of Wisconsin, MHC will be required to own a majority of the voting stock of 1895 Bancorp of Wisconsin, Inc., and consequently will be able to control the outcome of nearly all matters put to a vote of stockholders. 1895 Bancorp of Wisconsin, Inc. must own 100% of the voting stock of PyraMax Bank, FSB.

Offering of Common Stock

Under the plan of reorganization, up to 2,783,000 shares (subject to increase to up to 3,200,450 shares) of 1895 Bancorp of Wisconsin, Inc. common stock will be offered for sale, subject to certain restrictions described below, through a subscription and community offering.

Subscription Offering. The subscription offering will expire at 1:00 p.m., Central Time, on December 13, 2018, unless otherwise extended by PyraMax Bank, FSB. Regulations require that all shares to be offered in the offering be sold within a period ending not more than 90 days after regulatory approval of the plan of reorganization or a longer period as may be approved by the Federal Reserve Board or, despite approval of the plan of reorganization by our members, the reorganization and offering will not be effected. This period expires on January 15, 2019, unless extended with the approval of the Federal Reserve Board. If the offering is not completed by January 15, 2019, all subscribers will have the right to modify or rescind their subscriptions and to have their subscription funds returned promptly with interest. In the event of an extension of this type, all subscribers will be notified in writing of the time period within which subscribers must notify PyraMax Bank, FSB of their intention to maintain, modify or rescind their subscriptions. If the subscriber rescinds or does not respond in any manner to PyraMax Bank, FSB’s notice, the funds submitted will be refunded to the subscriber with interest at 0.15%, which is PyraMax Bank, FSB’s current passbook savings rate, and/or the subscriber’s withdrawal authorizations will be terminated. In the event that the offering is not consummated, all funds submitted and not previously refunded pursuant to the subscription and community offering will be promptly refunded to subscribers with interest at 0.15%, and all withdrawal authorizations will be terminated.

Subscription Rights. Under the plan of reorganization, nontransferable subscription rights to purchase the shares of common stock have been issued to persons and entities entitled to purchase the shares of common stock in the subscription offering. The amount of shares of common stock that these parties may purchase will depend on the availability of the common stock for purchase under the categories described in the plan of reorganization. Subscription priorities have been established for the allocation of common stock to the extent that the common stock is available. These priorities are as follows:

Category 1: Eligible Account Holders. Subject to the maximum purchase limitations, each depositor with $50.00 or more on deposit at PyraMax Bank, FSB as of the close of business on March 15, 2017 will receive nontransferable subscription rights to subscribe for up to the greater of the following:

 

   

$100,000 of common stock;

 

   

one-tenth of one percent of the total offering of common stock; or

 

   

15 times the product, rounded down to the nearest whole number, obtained by multiplying the total number of shares of common stock to be sold by a fraction, the numerator of which is the amount of the qualifying deposit of the eligible account holder and the denominator is the total amount of qualifying deposits of all eligible account holders.

If the exercise of subscription rights in this category results in an oversubscription, shares of common stock will be allocated among subscribing eligible account holders so as to permit each one, to the extent possible, to purchase a number of shares sufficient to make the person’s total allocation equal 100 shares or the number of shares for which the person has actually subscribed, whichever is less. Thereafter, unallocated shares will be allocated among the remaining subscribing eligible account holders whose subscriptions remain unfilled in the proportion that the amounts of their respective qualifying deposits bear to the total amount of qualifying

 

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deposits of all remaining eligible account holders whose subscriptions remain unfilled; however, no fractional shares shall be issued. If the amount so allocated exceeds the amount subscribed for by any one or more eligible account holders, the excess shall be reallocated, one or more times as necessary, among those eligible account holders whose subscriptions are still not fully satisfied on the same principle until all available shares have been allocated or all subscriptions satisfied. Subscription rights received by officers, directors and their associates in this category based on their increased deposits in PyraMax Bank, FSB in the one-year period preceding March 15, 2017 are subordinated to the subscription rights of other eligible account holders.

To ensure proper allocation of stock, each eligible account holder must list on his or her stock order form all deposit accounts in which he or she had an ownership interest on March 15, 2017. Failure to list an account, or providing incorrect information, could result in the loss of all or part of a subscriber’s stock allocation.

Category 2: Tax-Qualified Employee Plans. The plan of reorganization provides that tax-qualified employee plans of PyraMax Bank, FSB, such as the employee stock ownership plan and 401(k) Plan, will receive nontransferable subscription rights to purchase up to 4.90% of the shares of common stock issued and outstanding following the completion of the offering. The employee stock ownership plan intends to purchase 3.92% of our outstanding shares (including shares issued to 1895 Bancorp of Wisconsin, MHC and shares contributed to the charitable foundation). In the event the number of shares offered in the offering is increased above the maximum of the valuation range, tax-qualified employee plans will have a priority right to purchase any shares exceeding that amount up to 4.90% of the common stock issued and outstanding following the completion of the offering. If market conditions warrant, in the judgement of its trustees, the employee stock ownership plan may instead elect to purchase shares in the open market following the completion of the Offering, subject to the approval of the Federal Reserve Board.

Category 3: Supplemental Eligible Account Holders. To the extent that there are sufficient shares of common stock remaining after satisfaction of subscriptions by eligible account holders and the tax-qualified employee plans, and subject to the maximum purchase limitations, each depositor with $50.00 or more on deposit as of the close of business on September 30, 2018, will receive nontransferable subscription rights to subscribe for up to the greater of:

 

   

$100,000 of common stock;

 

   

one-tenth of one percent of the total offering of common stock; or

 

   

15 times the product, rounded down to the nearest whole number, obtained by multiplying the total number of shares of common stock to be issued by a fraction, the numerator of which is the amount of qualifying deposits of the supplemental eligible account holder and the denominator is the total amount of qualifying deposits of all supplemental eligible account holders.

If the exercise of subscription rights in this category results in an oversubscription, shares of common stock will be allocated among subscribing supplemental eligible account holders so as to permit each supplemental eligible account holder, to the extent possible, to purchase a number of shares sufficient to make his or her total allocation equal 100 shares or the number of shares for which the person has actually subscribed, whichever is less. Thereafter, unallocated shares will be allocated among subscribing supplemental eligible account holders whose subscriptions remain unfilled in the proportion that the amounts of their respective qualifying deposits bear to total qualifying deposits of all subscribing supplemental eligible account holders.

To ensure proper allocation of stock, each supplemental eligible account holder must list on his or her stock order form all deposit accounts in which he or she had an ownership interest on September 30, 2018. Failure to list an account, or providing incorrect information, could result in the loss of all or part of a subscriber’s stock allocation.

Category 4: Other Members. To the extent that there are sufficient shares of common stock remaining after satisfaction of subscriptions by eligible account holders, the tax-qualified employee plans and supplemental eligible account holders, and subject to the maximum purchase limitations, each depositor of PyraMax Bank, FSB who is not an eligible account holder, supplemental eligible account holder or tax-qualified employee plan, as of the close of business on November 1, 2018, will receive nontransferable subscription rights to purchase up to $100,000 of common stock.

If there is an oversubscription in this category, the available shares of common stock will be allocated proportionately based on the size of such other member’s orders.

To ensure proper allocation of stock, each other member must list on his or her stock order form all deposit accounts in which he or she had an ownership interest on November 1, 2018. Failure to list an account, or providing incorrect information, could result in the loss of all or part of a subscriber’s stock allocation.

 

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PyraMax Bank, FSB and 1895 Bancorp of Wisconsin, Inc. will make reasonable efforts to comply with the securities laws of all states in the United States in which persons entitled to subscribe for shares of common stock pursuant to the plan of reorganization reside. However, no shares of common stock will be offered or sold under the plan of reorganization to any person who resides in a foreign country or resides in a state of the United States in which a small number of persons otherwise eligible to subscribe for shares under the plan of reorganization reside or as to which PyraMax Bank, FSB and 1895 Bancorp of Wisconsin, Inc. determine that compliance with the securities laws of the state would be impracticable for reasons of cost or otherwise, including, but not limited to, a requirement that PyraMax Bank, FSB or 1895 Bancorp of Wisconsin, Inc. or any of their officers, directors or employees register, under the securities laws of the state, as a broker, dealer, salesman or agent. No payments will be made in lieu of the granting of subscription rights to any person.

Community Offering. Any shares of common stock which have not been purchased in the subscription offering may be offered by 1895 Bancorp of Wisconsin, Inc. in a community offering to members of the general public to whom 1895 Bancorp of Wisconsin, Inc. delivers a copy of this prospectus and a stock order form, with preference given to natural persons (including trusts of natural persons) residing in the Wisconsin Counties of Milwaukee, Waukesha and Ozaukee. Subject to the maximum purchase limitations, these persons may purchase up to $100,000 of common stock. The community offering, if any, may be undertaken concurrently with, during, or promptly after the subscription offering, and may terminate at any time without notice. Subject to any required regulatory approvals, 1895 Bancorp of Wisconsin, Inc. will determine in its sole discretion the advisability of a community offering, the commencement and termination dates of any community offering, and the methods of finding potential purchasers in such offering. The opportunity to subscribe for shares of common stock in the community offering category is subject to the right of 1895 Bancorp of Wisconsin, Inc. and PyraMax Bank, FSB, in their sole discretion, to accept or reject these orders in whole or in part either at the time of receipt of an order or as soon as practicable thereafter.

If we do not have sufficient shares of common stock available to fill the orders of natural persons (including trusts of natural persons) residing in the Wisconsin Counties of Milwaukee, Waukesha and Ozaukee whose orders are accepted by PyraMax Bank, FSB, we will allocate the available shares among those persons in a manner that permits each of them, to the extent possible, to purchase the lesser of 100 shares, or the number of shares subscribed for by such person. Thereafter, unallocated shares will be allocated among natural persons (including trusts of natural persons) residing in the Wisconsin Counties of Milwaukee, Waukesha and Ozaukee, whose orders remain unsatisfied on an equal number of shares basis per order. If, after allocation of shares to natural persons (including trusts of natural persons) residing in the Wisconsin Counties of Milwaukee, Waukesha and Ozaukee, we do not have sufficient shares of common stock available to fill the orders of other members of the general public, we will allocate the available shares among those persons in a manner that permits each of them, to the extent possible, to purchase the lesser of 100 shares, or the number of shares subscribed for by such person. Thereafter, unallocated shares will be allocated among members of the general public whose orders remain unsatisfied on an equal number of shares basis per order.

Syndicated Community Offering. The plan of reorganization provides that, if necessary, all shares of common stock not purchased in the subscription offering and community offering may be offered for sale to the general public in a syndicated community offering to be managed by KBW, acting as our agent. In such capacity, KBW may form a syndicate of other brokers-dealers who are member firms of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Neither KBW nor any registered broker-dealer will have any obligation to take or purchase any shares of the common stock in the syndicated community offering; however, KBW has agreed to use its best efforts in the sale of shares in any syndicated community offering. We have not selected any particular broker-dealers to participate in a syndicated community offering and will not do so until prior to the commencement of the syndicated community offering. The syndicated community offering would terminate by January 15, 2019, unless extended by us, with approval of the Federal Reserve Board. See “—Community Offering” above for a discussion of rights of purchasers in the event an extension is granted.

The opportunity to subscribe for shares of common stock in the syndicated community offering is subject to our right to reject orders, in whole or part, either at the time of receipt of an order or as soon as practicable following the expiration date of the offering. If your order is rejected in part, you will not have the right to cancel the remainder of your order.

The price at which shares of common stock are sold in the syndicated community offering will be the same price as in the subscription and community offerings. Subject to the overall purchase limitations, no person by himself or herself may subscribe for or purchase more than $100,000 of common stock.

In the event of a syndicated community offering, it is currently expected that investors would follow the same general procedures applicable to purchasing shares in the subscription and community offerings (the use of stock order forms and the submission of funds directly to 1895 Bancorp of Wisconsin, Inc. for the payment of the purchase price of the shares ordered) except that payment must be in immediately available funds (bank checks, money orders, deposit account withdrawals from accounts at PyraMax Bank or wire transfers). See “—Procedure for Purchasing Shares.”

 

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If for any reason we cannot effect a syndicated offering of shares of common stock not purchased in the subscription and community offerings, or if there are an insignificant number of shares remaining unsold after such offerings, we will try to make other arrangements for the sale of unsubscribed shares. The Federal Reserve Board and FINRA must approve any such arrangements.

Limitations on Purchase of Shares. The plan provides for certain limitations on the purchase of shares of common stock in the offering. These limitations are as follows:

 

  A.

The aggregate amount of outstanding common stock of 1895 Bancorp of Wisconsin, Inc. owned or controlled by persons other than 1895 Bancorp of Wisconsin, MHC at the close of the reorganization and offering shall be less than 50% of 1895 Bancorp of Wisconsin, Inc.’s total outstanding common stock.

 

  B.

The maximum purchase of common stock in the subscription offering by a person or group of persons through a single deposit account is $100,000. No person by himself, with an associate or group of persons acting in concert, may purchase more than $150,000 of the common stock offered in the offering, except that: (i) 1895 Bancorp of Wisconsin, Inc. may, in its sole discretion and without further notice to or solicitation of subscribers or other prospective purchasers, increase such maximum purchase limitation to 9.9% of the number of shares sold in the offering, provided that the total number of shares purchased by persons, their associates and those persons with whom they are acting in concert, to the extent such purchases exceed 5% of the shares sold in the offering, shall not exceed, in the aggregate, 10% (or such higher percentage as may be determined by our board of directors with the approval of federal banking regulators) of the total number of the shares sold in the offering; (ii) the tax-qualified employee plans may purchase up to 10% of the shares offered in the offering; and (iii) for purposes of this paragraph B shares to be held by any tax-qualified employee plan and attributable to a person shall not be aggregated with other shares purchased directly by or otherwise attributable to such person.

 

  C.

The aggregate amount of common stock acquired in the offering, plus all prior stock offerings by 1895 Bancorp of Wisconsin, Inc., by any non-tax-qualified employee plan or any management person (as defined in the plan) and his or her associates, exclusive of any shares of common stock acquired by such plan or management person and his or her associates in the secondary market, shall not exceed 4.9% of the outstanding shares of common stock of 1895 Bancorp of Wisconsin, Inc., at the conclusion of the offering. In calculating the number of shares held by any management person and his or her associates under this paragraph, shares held by any tax-qualified employee plan or non-tax-qualified employee plan of 1895 Bancorp of Wisconsin, Inc. or PyraMax Bank, FSB that are attributable to such person shall not be counted.

 

  D.

The aggregate amount of common stock acquired in the offering, plus all prior stock issuances by 1895 Bancorp of Wisconsin, Inc., by any non-tax-qualified employee plans, or any management person and his or her associates, exclusive of any shares of common stock acquired by such plan or management person and his or her associates in the secondary market, shall not exceed 4.9% of the stockholders’ equity of 1895 Bancorp of Wisconsin, Inc. at the conclusion of the offering. In calculating the number of shares held by any management person and his or her associates under this paragraph, shares held by any tax-qualified employee plan or non-tax-qualified employee plan of 1895 Bancorp of Wisconsin, Inc. or PyraMax Bank, FSB that are attributable to such person shall not be counted.

 

  E.

The aggregate amount of common stock acquired in the offering, plus all prior stock issuances by 1895 Bancorp of Wisconsin, Inc., by any one or more tax-qualified employee plans, exclusive of any shares of common stock acquired by such plans in the secondary market, shall not exceed 4.9% of the outstanding shares of common stock of 1895 Bancorp of Wisconsin, Inc. at the conclusion of the offering.

 

  F.

The aggregate amount of common stock acquired in the offering, plus all prior stock issuances by 1895 Bancorp of Wisconsin, Inc., by any one or more tax-qualified employee plans, exclusive of any shares of common stock acquired by such plans in the secondary market, shall not exceed 4.9% of the stockholders’ equity of 1895 Bancorp of Wisconsin, Inc. at the conclusion of the offering.

 

  G.

The aggregate amount of common stock that may be encompassed under all stock option plans and restricted stock plans of 1895 Bancorp of Wisconsin, Inc. may not exceed, in the aggregate, 25% of the outstanding shares of common stock of 1895 Bancorp of Wisconsin, Inc. held by persons other than 1895 Bancorp of Wisconsin, MHC at the conclusion of the offering.

 

  H.

The aggregate amount of common stock acquired in the offering, plus all prior stock issuances by 1895 Bancorp of Wisconsin, Inc., by all non-tax-qualified employee plans or management persons and their associates, exclusive of any common stock acquired by such plans or management persons and their associates in the secondary market, shall not exceed 26% (or such higher percentage as may be set by our board of directors with the approval of federal banking regulators) of the outstanding shares of common stock held by persons other than 1895 Bancorp of Wisconsin, MHC at the conclusion of the offering. In calculating the number of shares held by management persons and their associates under this paragraph or paragraph I. below, shares held by any tax-qualified employee plan or non-tax-qualified employee plan that are attributable to such persons shall not be counted.

 

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  I.

The aggregate amount of common stock acquired in the offering, plus all prior stock issuances by 1895 Bancorp of Wisconsin, Inc., by all non-tax-qualified employee plans or management persons and their associates, exclusive of any common stock acquired by such plans or management persons and their associates in the secondary market, shall not exceed 26% of the stockholders’ equity of 1895 Bancorp of Wisconsin, Inc. held by persons other than 1895 Bancorp of Wisconsin, MHC at the conclusion of the offering.

 

  J.

Notwithstanding any other provision of the plan of reorganization, no person shall be entitled to purchase any common stock to the extent such purchase would be illegal under any federal law or state law or regulation or would violate regulations or policies of FINRA. 1895 Bancorp of Wisconsin, Inc. and/or its agents may ask for an acceptable legal opinion from any purchaser as to the legality of such purchase and may refuse to honor any purchase order if such opinion is not timely furnished.

 

  K.

The board of directors of 1895 Bancorp of Wisconsin, Inc. has the right in its sole discretion to reject any order submitted by a person whose representations our board of directors believes to be false or who it otherwise believes, either alone or acting in concert with others, is violating, circumventing, or intends to violate, evade or circumvent the terms and conditions of the plan.

 

  L.

A minimum of 25 shares of common stock must be purchased by each person purchasing shares in the offering to the extent those shares are available; provided, however, that in the event the minimum number of shares of common stock purchased times the price per share exceeds $500, then such minimum purchase requirement shall be reduced to such number of shares which when multiplied by the price per share shall not exceed $500, as determined by our board of directors.

For purposes of the plan of reorganization, the members of our board of directors are not deemed to be acting in concert solely by reason of their board membership. The term “associate” is used above to indicate any of the following relationships with a person:

 

   

any corporation or organization, other than 1895 Bancorp of Wisconsin, MHC, 1895 Bancorp of Wisconsin, Inc. or PyraMax Bank, FSB or a majority-owned subsidiary of 1895 Bancorp of Wisconsin, MHC, 1895 Bancorp of Wisconsin, Inc. or PyraMax Bank, FSB, of which a person is a senior officer or partner, or beneficially owns, directly or indirectly, 10% or more of any class of equity securities of the corporation or organization;

 

   

any trust or other estate, if the person has a substantial beneficial interest in the trust or estate or is a trustee or fiduciary of the trust or estate except that for the purposes relating to subscriptions in the offering and the sale of common stock following the reorganization, a person who has a substantial beneficial interest in any non-tax-qualified employee plan or any tax-qualified employee plan, or who is a trustee or fiduciary of such plan, is not an associate of such plan, and except that for purposes of aggregating total shares that may be held by officers and directors, the term “associate” does not include any tax-qualified employee plan; or

 

   

any person who is related by blood or marriage to such person and (i) who lives in the same house as the person; or (ii) who is a director or senior officer of 1895 Bancorp of Wisconsin, MHC, 1895 Bancorp of Wisconsin, Inc. or PyraMax Bank, FSB or a subsidiary thereof.

As used above, the term “acting in concert” means:

 

   

knowing participation in a joint activity or interdependent conscious parallel action towards a common goal whether or not pursuant to an express agreement; or

 

   

a combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise.

A person or company that acts in concert with another person or company (“other party”) shall also be deemed to be acting in concert with any person or company who is also acting in concert with that other party, except that any tax-qualified employee plan will not be deemed to be acting in concert with its trustee or a person who serves in a similar capacity solely for the purpose of determining whether stock held by the trustee and stock held by the plan will be aggregated.

Persons or companies who file jointly a Schedule 13D or Schedule 13G with any regulatory agency will be deemed to be acting in concert.

The board of directors of 1895 Bancorp of Wisconsin, Inc. may, in its sole discretion, and without notice or solicitation of other prospective purchasers, increase the maximum purchase limitation to 9.9% of the number of shares sold in the offering, provided that the total number of shares purchased by persons, their associates and those persons with whom they are acting in concert, to the extent such purchases exceed 5% of the shares sold in the offering, shall not exceed, in the aggregate, 10% (or such higher percentage as may be determined by our board of directors with the approval of the federal banking regulators) of the total number of shares sold in the

 

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offering. Requests to purchase shares of 1895 Bancorp of Wisconsin, Inc. common stock under this provision will be allocated by the board of directors of 1895 Bancorp of Wisconsin, Inc. in accordance with the priority rights and allocation procedures set forth above. Depending upon market and financial conditions, and subject to certain regulatory limitations, the board of directors of 1895 Bancorp of Wisconsin, Inc., with the approval of the federal banking regulators and without further approval of the members, may increase or decrease any of the above purchase limitations at any time. To the extent that shares are available, each subscriber must subscribe for a minimum of 25 shares. In computing the number of shares of common stock to be allocated, all numbers will be rounded down to the next whole number.

Shares of common stock purchased in the offering will be freely transferable except for shares of common stock purchased by executive officers and directors of PyraMax Bank, FSB or 1895 Bancorp of Wisconsin, Inc. and except as described below. In addition, under FINRA guidelines, members of FINRA and their associates are subject to certain reporting requirements upon purchase of these securities.

Plan of Distribution and Marketing Arrangements

Offering materials for the offering initially have been distributed to certain persons by mail, with additional copies made available through our Stock Information Center and KBW.

To assist in the marketing of the common stock, we have retained KBW, which is a broker-dealer registered with FINRA. In its role as financial advisor, KBW will:

 

   

provide advice on the financial and securities market implications of the plan of reorganization;

 

   

assist in structuring and marketing the offering;

 

   

review all offering documents, including the prospectus, stock order forms and related offering materials (we are responsible for the preparation and filing of such documents);

 

   

assist us in analyzing proposals from outside vendors retained in connection with the offering, as needed;

 

   

assist us in preparing for and scheduling meetings with potential investors, as necessary; and

 

   

provide general advice and assistance as may be reasonably necessary to promote the successful completion of the offering.

For its services as financial advisor, KBW has received a non-refundable management fee of $25,000, and will receive a success fee of $315,000 for the shares of common stock sold in the offering. The $25,000 management fee will be credited against the $315,000 success fee.

In the event shares of common stock are sold in a syndicated community offering, we will pay fees of 6.0% of the aggregate dollar amount of shares of common stock sold in the syndicated community offering to KBW and any other broker-dealers included in the syndicated community offering. Any such offering will be on a best efforts basis, and KBW will serve as sole book-running manager in such an offering. All fees payable with respect to a syndicated community offering will be in addition to fees payable with respect to the subscription and community offerings.

We will indemnify KBW against liabilities and expenses (including legal fees) incurred in connection with certain claims or litigation arising out of or based upon untrue statements or omissions contained in the offering material for the common stock, including liabilities under the Securities Act of 1933.

KBW has not prepared any report or opinion constituting a recommendation or advice to us or to persons who subscribe for stock, nor has it prepared an opinion as to the fairness to us of the purchase price or the terms of the stock to be sold. KBW expresses no opinion as to the prices at which the shares of common stock to be issued may trade.

Our directors and executive officers may participate in the solicitation of offers to purchase shares of common stock. Other trained employees may participate in the offering in ministerial capacities, providing clerical work in effecting a sales transaction or answering questions of a ministerial nature. Other questions of prospective purchasers will be directed to executive officers or registered representatives. We will rely on Rule 3a4-1 of the Exchange Act so as to permit officers and directors, and employees to participate in the sale of shares of common stock. No officer, director or employee will be compensated for his participation by the payment of commissions or other remuneration based either directly or indirectly on the transactions in the shares of common stock. KBW will solicit orders and conduct sales of the common stock of 1895 Bancorp of Wisconsin, Inc. in states in which our directors and executive officers are not permitted to offer and sell our shares of common stock.

 

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We have also engaged KBW to act as our records agent in connection with the offering. In its role as records agent, KBW will, among other things:

 

   

consolidate deposit accounts, develop a central file and calculate eligible votes;

 

   

design and prepare proxy forms and stock order forms;

 

   

organize and supervise the Stock Information Center;

 

   

tabulate proxies;

 

   

act as or support the inspector of election at the special meeting of members; and

 

   

provide necessary subscription services to distribute, collect and tabulate stock orders in the subscription and community offerings.

KBW will receive fees of $25,000 for these services. Of the fees for serving as records agent, $10,000 has been paid as of the date of this prospectus. In the event of any material changes in the regulations or the plan of conversion, or delays requiring duplicate or replacement processing due to changes to record dates, KBW may be entitled to an additional fee not to exceed $10,000.

KBW also will be reimbursed for its reasonable expenses in an amount not to exceed $75,000 for its attorneys’ fees and expenses and not to exceed $25,000 for its role as our financial advisor and $5,000 for its role as our records agent. The expense cap, including legal fees, may be increased an additional $25,000 by mutual consent, including in the event of any material delay of the offering which would require an update of the financial information in tabular form to reflect a period later than set forth in the original filing of the prospectus. Accordingly, the maximum reimbursable expenses, including legal fees, payable to KBW for its roles as our financial advisor and records agent is $130,000.

How We Determined the Stock Pricing and the Number of Shares to be Issued

The plan of reorganization and federal regulations require that the aggregate purchase price of the common stock sold in the offering be based on the appraised pro forma market value of the common stock, as determined by an independent valuation. We have retained Keller & Company, Inc. (“Keller & Company”) to prepare an independent valuation appraisal. For its services in preparing the initial valuation, and any updates thereto, Keller & Company will receive a fee of $39,000. Keller & Company will be reimbursed for its expenses up to $1,500.

We are not affiliated with Keller & Company, and neither we nor Keller & Company has an economic interest in, or is held in common with, the other. Keller & Company represents and warrants that it is not aware of any fact or circumstance that would cause it not to be “independent” within the meaning of the reorganization regulations or the applicable regulatory valuation guidelines or otherwise prohibit or restrict in anyway Keller & Company from serving in the role of our independent appraiser.

We have agreed to indemnify Keller & Company and its employees and affiliates against specified losses, including any losses in connection with claims under the federal securities laws, arising out of its services as independent appraiser, except where such liability results from its negligence, bad faith or willful misconduct.

The independent valuation appraisal considered the pro forma impact of the offering. Consistent with federal appraisal guidelines, the appraisal considers three primary methodologies: (1) the pro forma price-to-book value approach applied to both reported book value and tangible book value; (2) the pro forma price-to-earnings approach applied to reported and core earnings; and (3) the pro forma price-to-assets approach. The market value ratios applied in the utilized methodologies were based upon the current market valuations of the peer group companies identified by Keller & Company, subject to valuation adjustments applied by Keller & Company to account for differences between us and our peer group. Keller & Company placed the greatest emphasis on the price-to-book value approach in estimating pro forma market value. Keller & Company also used the pro forma price-to-assets approach for comparison purposes, however, Keller & Company determined this approach to be less meaningful for a company like us, as we have equity well in excess of regulatory capital requirements.

The independent valuation was prepared by Keller & Company in reliance upon the information contained in this prospectus, including our financial statements. Keller & Company also considered the following factors, among others:

 

   

our present and projected operating results and financial condition;

 

   

the economic and demographic conditions in our existing market area;

 

   

certain historical, financial and other information relating to us;

 

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a comparative evaluation of our operating and financial characteristics with those of other similarly situated publicly traded savings institutions;

 

   

the impact of the reorganization and the offering on our equity and earnings potential;

 

   

the establishment and funding of the charitable foundation with $100,000 and 1% of our outstanding shares of common stock (55,000 shares of common stock at the midpoint of the offering range);

 

   

our proposed dividend policy; and

 

   

the trading market for securities of comparable institutions and general conditions in the market for such securities.

The independent valuation is also based on an analysis of a peer group of publicly traded savings and loan holding companies that Keller & Company considered comparable to us under regulatory guidelines applicable to the independent valuation. Under these guidelines, a minimum of 10 peer group companies are selected from the universe of all publicly traded savings institutions with relatively comparable resources, strategies and financial and other operating characteristics. Such companies must also be traded on an exchange (such as Nasdaq or the New York Stock Exchange). The peer group companies selected also consisted of fully converted stock institutions that were not subject to an actual or rumored acquisition and that had been in fully converted form for at least one year. In addition, Keller & Company limited the peer group companies to the following two selection criteria: (i) institutions with assets of less than $980.0 million; and (ii) institutions with equity-to-assets ratios greater than 7.00%. The regulatory appraisal guidelines require Keller & Company to select a minimum of 10 peer companies, whose equity securities are traded on an exchange.

In applying each of the valuation methods, Keller & Company considered adjustments to the pro forma market value based on a comparison of us with the peer group. Keller & Company advised the board of directors that the valuation conclusion included the following adjustments relative to the peer group:

 

   

a moderate downward adjustment was applied for profitability, growth and viability of earnings which took into consideration our lower historical, recent and pro forma return on assets and return on equity, and uncertainty related to future earnings growth given our current financial characteristics;

 

   

a downward adjustment was made for our financial condition due to our historical and current higher level of nonperforming assets and lower ratios of reserves to loans and reserves to nonperforming assets relative to the peer group and industry;

 

   

a modest downward adjustment was made for liquidity of the stock due to our lower number of shares to be outstanding and lower market capitalization expected in comparison to the peer group companies;

 

   

a modest downward adjustment was made for marketing of the offering based on the risk and uncertainty related to a new offering; and

 

   

a modest upward adjustment was made for PyraMax Bank, FSB’s market area.

Keller & Company made no adjustments for dividends, subscription interest or management.

Included in the independent valuation were certain assumptions as to our pro forma earnings after the reorganization that were utilized in determining the appraised value. These assumptions included estimated expenses, an assumed after-tax rate of return on the net offering proceeds and purchases in the open market of 1.96% of the shares common stock to be outstanding by the stock-based benefit plan at the $10.00 purchase price. See “Pro Forma Data” for additional information concerning these assumptions. The use of different assumptions may yield different results.

On the basis of the foregoing, Keller & Company advised us that as of September 5, 2018, the estimated pro forma market value of the common stock, assuming we were selling a minority of our shares in the offering, was $55.0 million. Based on applicable regulations, this forms a midpoint of a valuation range with a minimum of $46.8 million and a maximum of $63.3 million. Our board of directors determined to offer the shares of common stock in the offering at the purchase price of $10.00 per share and that 44% of our outstanding shares should be held by purchasers in the offering, 1% of our outstanding shares should be contributed to the charitable foundation, and 55% of our outstanding shares should be held by 1895 Bancorp of Wisconsin, MHC. Based on the estimated valuation range and the purchase price of $10.00 per share, the total number of shares of common stock that 1895 Bancorp of Wisconsin, Inc. will issue will range from 4,675,000 to 6,325,000 shares, with a midpoint of 5,500,000 shares (including in each case shares issued to 1895 Bancorp of Wisconsin, MHC and the charitable foundation), and the number of shares sold in the offering will range from 2,057,000 shares to 2,783,000 shares, with a midpoint of 2,420,000 shares.

Our board of directors reviewed the independent valuation and, in particular, considered (i) our financial condition and results of operations for the two years ended December, 2016 and for the quarter ended June 30, 2018, (ii) financial comparisons to other financial institutions, and (iii) stock market conditions generally and, in particular, for financial institutions. All of these factors are set

 

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forth in the independent valuation. Our board of directors also reviewed the methodology and the assumptions used by Keller & Company in preparing the independent valuation. The estimated valuation range may be amended with the approval of the Federal Reserve Board, if necessitated by subsequent developments in our financial condition or market conditions generally.

Following commencement of the subscription offering, the maximum of the estimated valuation range may be increased by up to 15%, to up to $72.7 million and the maximum number of shares that will be outstanding immediately following the offering may be increased up to 15% to up to 7,273,750 shares. Under such circumstances the number of shares sold in the offering will be increased to up to 3,200,450 shares and the number of shares held by 1895 Bancorp of Wisconsin, MHC will be increased to up to 4,073,300 shares. The increase in the valuation range may occur to reflect demand for the shares or changes in market conditions, without the resolicitation of subscribers. The minimum of the estimated valuation range and the minimum of the offering range may not be decreased without a resolicitation of subscribers. The purchase price of $10.00 per share will remain fixed. See “—Offering of Common Stock—Limitations On Purchase of Shares” as to the method of distribution and allocation of additional shares of common stock that may be issued in the event of an increase in the offering range to fill unfilled orders in the subscription and community offerings.

The independent valuation is not intended, and must not be construed, as a recommendation of any kind as to the advisability of purchasing shares of common stock. Keller & Company did not independently verify the financial statements and other information provided by PyraMax Bank, FSB, nor did Keller & Company value independently the assets or liabilities of PyraMax Bank, FSB. The independent valuation considers PyraMax Bank, FSB as a going concern and should not be considered as an indication of its liquidation value. Moreover, because the valuation is necessarily based upon estimates and projections of a number of matters, all of which are subject to change from time to time, no assurance can be given that persons purchasing shares in the offering will thereafter be able to sell such shares at prices at or above the purchase price.

The independent valuation will be updated at the time of the completion of the offering. If the update to the independent valuation at the conclusion of the offering results in an increase in the pro forma market value of the common stock to more than $72.7 million or a decrease in the pro forma market value to less than $46.8 million, then 1895 Bancorp of Wisconsin, Inc., after consulting with the Federal Reserve Board, may terminate the plan of reorganization and return all funds promptly, with interest on payments made by check, certified or teller’s check, bank draft or money order; extend or hold a new subscription offering, community offering, or both; establish a new offering range and commence a resolicitation of subscribers; or take such other actions as may be permitted by the Federal Reserve Board in order to complete the reorganization and offering. In the event that a resolicitation is commenced due to a change in the independent valuation, all funds submitted for subscriptions will be promptly returned to investors, with interest at 0.15% per annum from the date the stock order was received, and investors will be given the opportunity to place a new order for a period of time. A resolicitation, if any, following the conclusion of the subscription and community offerings would not exceed 45 days unless further extended by regulators for periods of up to 90 days not to extend beyond 24 months following the special meeting of members, or December 21, 2020.

An increase in the independent valuation and the number of shares to be issued in the offering would decrease both a subscriber’s ownership interest and 1895 Bancorp of Wisconsin, Inc.’s pro forma earnings and stockholders’ equity on a per share basis while decreasing pro forma earnings and increasing stockholders’ equity on an aggregate basis. A decrease in the independent valuation and the number of shares of common stock to be issued in the offering would increase both a subscriber’s ownership interest and 1895 Bancorp of Wisconsin, Inc.’s pro forma earnings and stockholders’ equity on a per share basis while increasing pro forma net income and decreasing stockholders’ equity on an aggregate basis. For a presentation of the effects of such changes, see “Pro Forma Data.”

Copies of the appraisal report of Keller & Company and the detailed memorandum of the appraiser setting forth the method and assumptions for such appraisal are available for inspection at the Greenfield office of PyraMax Bank, FSB and the other locations specified under “Where You Can Find More Information.”

No sale of shares of common stock may occur unless, prior to such sale, Keller & Company confirms to PyraMax Bank, FSB and the Federal Reserve Board that, to the best of its knowledge, nothing of a material nature has occurred that, taking into account all relevant factors, would cause Keller & Company to conclude that the independent valuation is incompatible with its estimate of the pro forma market value of the common stock of 1895 Bancorp of Wisconsin, Inc. at the conclusion of the offering. Any change that would result in an aggregate purchase price that is below the minimum or above the maximum of the estimated valuation range would be subject to regulatory approval. If such confirmation is not received, we may extend the offering; reopen the offering or commence a new offering; establish a new estimated valuation range and commence a resolicitation of all purchasers with the approval of federal regulators; or take such other actions as permitted in order to complete the offering.

 

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Prospectus Delivery

To ensure that each purchaser in the subscription and community offerings receives a prospectus at least 48 hours before the expiration of the offering in accordance with Rule 15c2-8 of the Securities Exchange Act of 1934, we may not mail a prospectus any later than five days prior to the expiration date or hand deliver a prospectus any later than two days prior to that date. We are not obligated to deliver a prospectus or stock order form by means other than U.S. Mail. Execution of a stock order form will confirm receipt of delivery of a prospectus in accordance with Rule 15c2-8. Stock order forms will be distributed only if preceded or accompanied by a prospectus.

In the syndicated community offering, a prospectus and stock order form in electronic format may be made available on Internet sites or through other online services maintained by KBW or one or more other members of the syndicate, or by their respective affiliates. In those cases, prospective investors may view offering terms online. The members of the syndicate may agree with us to allocate a specific number of shares for sale to online brokerage account holders. Any such allocation for online distributions will be made on the same basis as other allocations.

Other than the prospectus in electronic format, the information on the Internet sites referenced in the preceding paragraph and any information contained in any other Internet site maintained by any member of the syndicate is not part of this prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or by KBW or any other member of the syndicate in its capacity as selling agent or syndicate member and should not be relied upon by investors.

Procedure for Purchasing Shares

Expiration Date. The offering will expire at 1:00 p.m., Central Time, on December 13, 2018, unless we extend it. This extension may be approved by us, in our sole discretion, without further approval or additional notice to subscribers in the offering. Any extension of the subscription and/or community offering beyond January 15, 2019 would require regulatory approval. If the offering is extended past January 15, 2019, we will resolicit subscribers. You will have the opportunity to confirm, change or cancel your order within a specified period of time. If you do not respond during that period, your stock order will be cancelled and your deposit account withdrawal authorizations will be cancelled or your funds submitted will be returned promptly with interest at 0.15% from the date your stock order was processed. No single extension will exceed 90 days. Aggregate extensions may not go beyond December 21, 2020, which is two years after the special meeting of members. We reserve the right in our sole discretion to terminate the offering at any time and for any reason, in which case we will cancel any deposit account withdrawal authorizations and promptly return all funds submitted, with interest at 0.15% from the date of processing as described above.

We have the right to reject any order submitted in the offering by a person who we believe is making false representations or who we otherwise believe, either alone or acting in concert with others, is violating, evading, circumventing, or intends to violate, evade or circumvent the terms and conditions of the plan of reorganization.

Use of Stock Order Forms. In order to purchase shares of common stock, you must complete and sign an original stock order form and remit full payment. We will not be required to accept incomplete stock order forms, unsigned stock order forms, or orders submitted on photocopied or facsimiled stock order forms. All stock order forms must be received, not postmarked, prior to 1:00 p.m., Central Time, December 13, 2018. We will not accept stock order forms that are not received by that time, are executed defectively or are received without full payment or without appropriate deposit account withdrawal instructions. We are not required to notify subscribers of incomplete or improperly executed stock order forms. We have the right to permit the correction of incomplete or improperly executed stock order forms. We do not represent, however, that we will do so. You may submit your stock order form and payment by mail using the stock order reply envelope provided, by overnight delivery to our Stock Information Center at the indicated address on the stock order form or by hand-delivery to PyraMax Bank, FSB’s corporate office located at 7001 W. Edgerton Avenue, Greenfield, Wisconsin. Once tendered, an order form cannot be modified or revoked unless the offering is terminated or is extended beyond January 15, 2019, or the number of shares of common stock to be sold is increased to more than 3,200,450 shares or decreased to less than 2,057,000 shares. We reserve the absolute right, in our sole discretion, to reject orders received in the community offering, in whole or in part, at the time of receipt or at any time prior to completion of the offering.

If you are ordering shares in the subscription offering, you must represent that you are purchasing shares for your own account and that you have no agreement or understanding with any person for the sale or transfer of the shares. Our interpretation of the terms and conditions of the plan of reorganization and of the acceptability of the order forms will be final.

To ensure that eligible account holders, supplemental eligible account holders, and other members are properly identified as to their stock purchase priorities, such parties must list all deposit accounts on the stock order form giving all names on each deposit account and the account numbers at the applicable eligibility date.

 

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By signing the order form, you will be acknowledging that the common stock is not a deposit or savings account and is not federally insured or otherwise guaranteed by PyraMax Bank, FSB or the federal government, and that you received a copy of this prospectus. However, signing the order form will not result in you waiving your rights under the Securities Act of 1933 or the Securities Exchange Act of 1934.

Payment for Shares. Payment for all shares of common stock will be required to accompany all completed stock order forms for the purchase to be valid. Payment for shares may be made by:

 

   

personal check, bank check or money order, payable to 1895 Bancorp of Wisconsin, Inc.; or

 

   

authorization of withdrawal from the types of PyraMax Bank, FSB deposit account(s)designated on the stock order form.

Appropriate means for designating withdrawals from deposit accounts at PyraMax Bank, FSB are provided in the stock order forms. The funds designated must be available in the account(s) at the time the stock order form is received. A hold will be placed on these funds, making them unavailable to the depositor. Funds authorized for withdrawal will continue to earn interest within the account at the applicable deposit account rate until the offering is completed, at which time the designated withdrawal will be made. Interest will remain in the account. Interest penalties for early withdrawal applicable to certificate of deposit accounts will not apply to withdrawals authorized for the purchase of shares of common stock; however, if a withdrawal results in a certificate of deposit account with a balance less than the applicable minimum balance requirement, the certificate of deposit will be cancelled at the time of withdrawal without penalty, and the remaining balance will earn interest at the rate of 0.15% subsequent to the withdrawal.

In the case of payments made by personal check, these funds must be available in the account(s). Checks and money orders will be immediately cashed and placed in a segregated account at PyraMax Bank, FSB and will earn interest at a rate of 0.15% from the date payment is processed until the offering is completed, at which time, a subscriber will be issued a check for interest earned.

Regulations prohibit PyraMax Bank, FSB from knowingly lending funds or extending credit to any person to purchase shares of common stock in the offering. You may not pay by wire transfer. You may not submit cash or use a check drawn on a PyraMax Bank, FSB line of credit. We will not accept third-party checks (a check written by someone other than you) payable to you and endorsed over to 1895 Bancorp of Wisconsin, Inc. You may not designate on your stock order form a direct withdrawal from a PyraMax Bank, FSB retirement account. See “—Using Retirement Account Funds” for information on using such funds. Additionally, you may not designate on your stock order form a direct withdrawal from PyraMax Bank, FSB deposit accounts with check-writing privileges. Please submit a check instead. If you request direct withdrawal, we reserve the right to interpret that as your authorization to treat those funds as if we had received a check for the designated amount, and we will immediately withdraw the amount from your checking account(s). Once we receive your executed stock order form, it may not be modified, amended or rescinded without our consent, unless the offering is not completed by the expiration date, in which event purchasers may be given the opportunity to increase, decrease or rescind their orders for a specified period of time.

We have the right, in our sole discretion, to permit institutional investors to submit irrevocable orders together with the legally binding commitment for payment and to thereafter pay for the shares of common stock for which they subscribe at any time prior to 48 hours before the completion of the offering. This payment may be made by wire transfer.

Our employee stock ownership plan will not be required to pay for any shares purchased in the offering until completion of the offering, provided there is a loan commitment from either an unrelated financial institution or 1895 Bancorp of Wisconsin, Inc. to lend to the employee stock ownership plan the necessary amount to fund the purchase at the time of the expiration of the subscription offering. In addition, if our 401(k) Plan purchases shares in the offering, it will not be required to pay for such shares until completion of the offering.

Using Retirement Account Funds. If you are interested in using funds in your individual retirement account (IRA) or other retirement account to purchase shares of common stock in the offering, you must do so through an account offered by a custodian that can hold common stock. By regulation, PyraMax Bank, FSB retirement accounts are not capable of holding common stock. Therefore, if you wish to use funds that are currently in a retirement account held at PyraMax Bank, FSB, you may not designate on the order form that you wish funds to be withdrawn from the account for the purchase of common stock. The funds you wish to use for the purchase of common stock will instead have to be transferred to an independent trustee or custodian, such as a brokerage firm, which offers the type of retirement accounts that can hold common stock. The purchase must be made through that account. If you do not have such an account, you will need to establish one before placing a stock order. A one-time and/or annual administrative fee may be payable to the independent trustee or custodian. You may select the IRA custodian of your choice. You may, but are under no obligation to, select KBW or one of its affiliated broker dealers, Stifel, Nicolaus & Company, Incorporated (“SN”) or Century Securities Associates (“CSA”) as your IRA or other retirement account custodian. If you do purchase shares of 1895 Bancorp of Wisconsin, Inc. common stock using funds from a KWB, SN or CSA IRA account, you acknowledge that KBW, SN or CSA, as applicable, did not recommend or give you advice regarding such purchase. Other than the standard account fees and compensation

 

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associated with all IRA accounts, KBW, SN and CSA do not receive additional fees or compensation as a result of the purchase of 1895 Bancorp of Wisconsin, Inc. common stock through a KBW, SN or CSA IRA or retirement account. There will be no early withdrawal or Internal Revenue Service interest penalties for these transfers. Individuals interested in using funds in an individual retirement account or any other retirement account, whether held at PyraMax Bank, FSB or elsewhere, to purchase shares of common stock should contact our Stock Information Center for guidance as soon as possible, preferably at least two weeks before the December 13, 2018 offering deadline. Processing such transactions takes additional time, and whether such funds can be used may depend on limitations imposed by the institutions where such funds are currently held. We cannot guarantee that you will be able to use such funds.

Delivery of Stock Purchased

All shares of common stock sold will be issued in book entry form. Stock certificates will not be issued. A statement reflecting ownership of shares of common stock issued in the subscription and community offerings will be mailed by our transfer agent to the persons entitled thereto at the registration address noted by them on their stock order forms as soon as practicable following consummation of the offering. Shares of common stock sold in the syndicated community offering may be delivered electronically through the services of The Depository Trust Company, subject to any necessary regulatory approval. We expect trading in the stock to begin on the day of completion of the offering or the next business day. Until a statement reflecting ownership of shares of common stock is available and delivered to purchasers, purchasers might not be able to sell the shares of common stock that they purchased, even though the common stock will have begun trading. Your ability to sell your shares of common stock before receiving your statement will depend on arrangements you may make with a brokerage firm.

Restrictions on Transfer of Subscription Rights and Shares

Federal Reserve Board regulations prohibit any person with subscription rights, specifically the eligible account holders, supplemental eligible account holders and other members, from transferring or entering into any agreement or understanding to transfer the legal or beneficial ownership of the subscription rights issued under the plan of reorganization or the shares of common stock to be issued upon their exercise. These rights may be exercised only by the person to whom they are granted and only for his or her account. Each person exercising subscription rights will be required to certify that he or she is purchasing shares solely for his or her own account and that he or she has no agreement or understanding regarding the sale or transfer of such shares. The regulations also prohibit any person from offering or making an announcement of an offer or intent to make an offer to purchase subscription rights or shares of common stock to be issued upon their exercise prior to completion of the offering. On the stock order form, you cannot add the name(s) of person who do not have subscription rights or who qualify only in a lower purchase priority than you do. Doing so may jeopardize your subscription rights.

We intend to pursue any and all legal and equitable remedies in the event we become aware of the transfer of subscription rights, and we will not honor orders that we believe involve the transfer of subscription rights.

Other Restrictions

Notwithstanding any other provision of the plan of reorganization, no person is entitled to purchase any shares of common stock to the extent the purchase would be illegal under any federal or state law or regulation, including state “blue sky” regulations, or would violate regulations or policies of FINRA, particularly those regarding free riding and withholding. We may ask for an acceptable legal opinion from any purchaser as to the legality of his or her purchase and we may refuse to honor any stock order if an opinion is not timely furnished. In addition, we are not required to offer shares of common stock to any person who resides in a foreign country or in a state of the United States with respect to which any of the following apply: (a) a small number of persons otherwise eligible to subscribe for shares under the plan of reorganization reside in the state; (b) the issuance of subscription rights or the offer or sale of shares of common stock to such persons would require us, under the securities laws of the state, to register as a broker, dealer, salesman or agent or to register or otherwise qualify our securities for sale in the state; or (c) registration or qualification would be impracticable for reasons of cost or otherwise.

How You Can Obtain Additional Information—Stock Information Center

Our banking personnel may not, by law, assist with investment-related questions about the offering. If you have questions regarding the reorganization or offering, please call our Stock Information Center. The telephone number is 1-(877) 643-8217. The Stock Information Center is open for telephone calls Monday through Friday, between 9:00 a.m. and 3:00 p.m., Central Time. The Stock Information Center will be closed on bank holidays.

 

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Material Income Tax Consequences

Consummation of the reorganization is subject to the prior receipt of an opinion of counsel or tax advisor with respect to federal and state income taxation that the reorganization will not be a taxable transaction to PyraMax Bank, FSB, 1895 Bancorp of Wisconsin, Inc., eligible account holders, supplemental eligible account holders and other members. Unlike private letter rulings, opinions of counsel or tax advisors are not binding on the Internal Revenue Service or any state taxing authority, and such authorities may disagree with such opinions. In the event of such disagreement, there can be no assurance that PyraMax Bank, FSB or 1895 Bancorp of Wisconsin, Inc. would prevail in a judicial proceeding.

PyraMax Bank, FSB and 1895 Bancorp of Wisconsin, Inc. have received an opinion of counsel, Luse Gorman, PC, regarding all of the material federal income tax consequences of the reorganization, which includes the following:

 

  1.

The conversion of PyraMax Bank, FSB to 1895 Bancorp of Wisconsin, MHC will qualify as a tax-free reorganization under Internal Revenue Code Section 368(a)(1)(F).

 

  2.

The transfer by PyraMax Bank, FSB in mutual form (the “Mutual Bank”) of substantially all of its assets and liabilities to PyraMax Bank, FSB in stock form (the “Stock Bank”) qualifies as an exchange under Internal Revenue Code Section 351 and the Mutual Bank will recognize no gain or loss upon the transfer of substantially all of its assets and liabilities solely in exchange for the voting common stock of the Stock Bank.

 

  3.

The Mutual Bank’s holding period in the common stock of the Stock Bank received in the reorganization will include the holding period during which the property exchanged was held.

 

  4.

PyraMax Bank, FSB will recognize no income with respect to its bad debt reserve established under Internal Revenue Code Section 593.

 

  5.

The Stock Bank will recognize no gain or loss upon its receipt of property from the Mutual Bank in exchange for its stock.

 

  6.

The Stock Bank’s basis in the property received from the Mutual Bank will be the same as the basis of such property in the hands of the Mutual Bank immediately prior to the reorganization.

 

  7.

The Stock Bank’s holding period for the property received from the Mutual Bank will include the period during which such property was held by the Mutual Bank.

 

  8.

PyraMax Bank, FSB’s members will recognize no gain or loss by reason of the reorganization.

 

  9.

No gain or loss will be recognized by eligible account holders, supplemental eligible account holders or other members of the Mutual Bank on the issuance to them of withdrawable deposit accounts in the Stock Bank plus liquidation rights with respect to 1895 Bancorp of Wisconsin, MHC, in exchange for their deposit accounts in the Mutual Bank or to the other depositors on the issuance to them of withdrawable deposit accounts.

 

  10.

It is more likely than not that the fair market value of the subscription rights to purchase common stock is zero. Accordingly, no gain or loss will be recognized by eligible account holders, supplemental eligible account holders or other members upon the distribution to them of the nontransferable subscription rights to purchase shares of stock of 1895 Bancorp of Wisconsin, Inc. Gain realized, if any, by the eligible account holders, supplemental eligible account holders and other members on the distribution to them of nontransferable subscription rights to purchase shares of common stock will be recognized but only in an amount not in excess of the fair market value of such subscription rights. Eligible account holders and supplemental eligible account holders will not realize any taxable income as a result of the exercise by them of the nontransferable subscription rights.

 

  11.

The basis of the deposit accounts in the Stock Bank to be received by the eligible account holders, supplemental eligible account holders and other members of the Mutual Bank will be the same as the basis of their deposit accounts in Mutual Bank surrendered in exchange therefor. The basis of the interests in the liquidation rights in 1895 Bancorp of Wisconsin, MHC to be received by the eligible account holders, supplemental eligible account holders, and other members of the Mutual Bank shall be zero.

 

  12.

1895 Bancorp of Wisconsin, MHC and the persons who purchased common stock of 1895 Bancorp of Wisconsin, Inc. in the subscription and community offering (“minority stockholders”) will recognize no gain or loss upon the transfer of Stock Bank stock and cash, respectively, to 1895 Bancorp of Wisconsin, Inc. in exchange for stock in 1895 Bancorp of Wisconsin, Inc.

 

  13.

1895 Bancorp of Wisconsin, Inc. will recognize no gain or loss on its receipt of the Stock Bank stock and cash in exchange for 1895 Bancorp of Wisconsin, Inc.

 

  14.

1895 Bancorp of Wisconsin, MHC’s basis in the 1895 Bancorp of Wisconsin, Inc. common stock received will be the same as its basis in the Stock Bank stock transferred.

 

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  15.

1895 Bancorp of Wisconsin, MHC’s holding period in 1895 Bancorp of Wisconsin, Inc. common stock received will include the period during which it held the Stock Bank common stock, provided that the property was a capital asset on the date of the exchange.

 

  16.

1895 Bancorp of Wisconsin, Inc.’s basis in the Stock Bank stock received from 1895 Bancorp of Wisconsin, MHC will be the same as the basis of such property in the hands of 1895 Bancorp of Wisconsin, MHC.

 

  17.

1895 Bancorp of Wisconsin, Inc.’s holding period for the Stock Bank stock received from 1895 Bancorp of Wisconsin, MHC will include the period during which the property was held by 1895 Bancorp of Wisconsin, MHC.

 

  18.

It is more likely than not that the basis of 1895 Bancorp of Wisconsin, Inc. common stock to its stockholders will be the purchase price thereof. The holding period of the common stock purchased pursuant to the exercise of subscription rights shall commence on the date on which the right to acquire the stock was exercised.

We believe that the tax opinions summarized above address all material federal income tax consequences that are generally applicable to 1895 Bancorp of Wisconsin, Inc., 1895 Bancorp of Wisconsin, MHC, PyraMax Bank, FSB and persons receiving subscription rights. The tax opinions as to items 10 and 18 above are based on the position that subscription rights to be received by eligible account holders, supplemental eligible account holders and other members do not have any economic value at the time of distribution or the time the subscription rights are exercised. In this regard, Luse Gorman, PC noted that the subscription rights will be granted at no cost to the recipients, are legally non-transferable and of short duration, and will provide the recipient with the right only to purchase shares of common stock at the same price to be paid by members of the general public in any community offering. The firm also noted that the Internal Revenue Service has not in the past concluded that subscription rights have value. In addition, in the view of Keller & Company (which is acting as independent appraiser of the value of the shares of 1895 Bancorp of Wisconsin, Inc. common stock in connection with the reorganization), the subscription rights do not have any value for the reasons set forth above. Keller & Company’s view is not binding on the Internal Revenue Service. Based on the foregoing, Luse Gorman, PC believes that it is more likely than not that the nontransferable subscription rights to purchase shares of common stock have no value. However, the issue of whether or not the nontransferable subscription rights have value is based on all the facts and circumstances. If the subscription rights granted are deemed to have an ascertainable value, receipt of these rights could result in taxable gain, in an amount equal to the ascertainable value, to those eligible account holders, supplemental eligible account holders and other members who exercise the subscription rights, and we could recognize gain on a distribution. Eligible account holders, supplemental eligible account holders and other members are encouraged to consult with their own tax advisors as to the tax consequences in the event that subscription rights are deemed to have an ascertainable value.

The Internal Revenue Service will not issue private letter rulings with respect to the issue of whether nontransferable rights have value. Unlike private letter rulings, an opinion of counsel or the view of an independent appraiser is not binding on the Internal Revenue Service and the Internal Revenue Service could disagree with the conclusions reached therein. Depending on the conclusion or conclusions with which the Internal Revenue Service disagrees, the Internal Revenue Service may take the position that the transaction is taxable to any one or more of PyraMax Bank, FSB, the members of PyraMax Bank, FSB, 1895 Bancorp of Wisconsin, Inc., eligible account holders, supplemental eligible account holders and other members who exercise their subscription rights. In the event of a disagreement, there can be no assurance that 1895 Bancorp of Wisconsin, Inc. or PyraMax Bank, FSB would prevail in a judicial or administrative proceeding.

The federal tax opinion has been filed with the Securities and Exchange Commission as an exhibit to 1895 Bancorp of Wisconsin, Inc.’s registration statement. An opinion regarding the Wisconsin state income tax consequences consistent with the federal tax opinion has been issued by Wipfli LLP, tax advisors to PyraMax Bank, FSB and 1895 Bancorp of Wisconsin, Inc.

Restrictions on Purchase or Transfer of Our Shares after Reorganization

The shares being acquired by the directors, executive officers and their associates are being acquired for investment purposes, and not with a view towards resale. All shares of common stock purchased in the offering by a director or an executive officer of 1895 Bancorp of Wisconsin, Inc. or PyraMax Bank, FSB generally may not be sold for a period of one year following the closing of the reorganization, except in the event of the death of the director or executive officer. These shares being acquired by the directors, executive officers and their associates will bear a legend giving notice of this restriction on transfer, and instructions will be issued to the effect that any transfer within this time period of any record or ownership of the shares other than as provided above is a violation of the restriction. Any shares of common stock issued at a later date as a stock dividend, stock split or otherwise with respect to the restricted stock will be similarly restricted. The directors and executive officers of 1895 Bancorp of Wisconsin, Inc. also will be restricted by the insider trading rules promulgated pursuant to the Securities Exchange Act of 1934.

Purchases of shares of our common stock by any of our directors, executive officers and their associates during the three-year period following the closing of the reorganization may be made only through a broker or dealer registered with the Securities and Exchange Commission, except with the prior written approval of the Federal Reserve Board and the Office of the Comptroller of the

 

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Currency. This restriction does not apply, however, to negotiated transactions involving more than 1% of our outstanding common stock, or to purchases of our common stock by one or more tax-qualified employee stock benefit plans or nontax-qualified employee stock benefit plans, including any stock-based benefit plans.

Federal regulations prohibit 1895 Bancorp of Wisconsin, Inc. from repurchasing its shares of common stock during the first year following the reorganization unless compelling business reasons exist for such repurchases, or to fund management recognition plans that have been ratified by stockholders (with regulatory approval) or tax-qualified employee stock benefit plans.

 

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1895 BANCORP OF WISCONSIN COMMUNITY FOUNDATION

General

In furtherance of our commitment to the communities in our market area, the plan of reorganization provides that we will establish a new charitable foundation, 1895 Bancorp of Wisconsin Community Foundation, as a non-stock, nonprofit Delaware corporation in connection with the reorganization and offering. The charitable foundation will be funded with cash and shares of our common stock, as further described below. By further enhancing our visibility and reputation in the communities within our market area, we believe that the charitable foundation will enhance the long-term value of PyraMax Bank, FSB’s community banking franchise. The reorganization and offering present us with a unique opportunity to provide a substantial and continuing benefit to our community through the charitable foundation.

Purpose of the Charitable Foundation

In connection with the closing of the reorganization and offering, we intend to contribute to the charitable foundation $100,000 in cash and 1.0% of our outstanding shares of common stock, which would consist of 55,000 shares of our common stock at the midpoint of the offering range (for an aggregate contribution of $650,000, at the midpoint of the offering range, based on the $10.00 per share offering price).

The purpose of the charitable foundation is to provide financial support to charitable organizations in our market area and to enable the communities that we serve to share in our long-term growth. The charitable foundation will be dedicated completely to community activities and the promotion of charitable causes, and may be able to support such activities in ways that are not presently available to us.

Funding the charitable foundation with shares of our common stock is also intended to allow our communities to share in our potential growth and success after the offering is completed because the charitable foundation will benefit directly from any increases in the value of our shares of common stock. In addition, the charitable foundation will maintain close ties with PyraMax Bank, FSB, thereby forming a partnership within the communities in which PyraMax Bank, FSB operates.

Structure of the Charitable Foundation

The charitable foundation will be incorporated under Delaware law as a non-stock, nonprofit corporation. The certificate of incorporation of the charitable foundation will provide that the corporation is organized exclusively for charitable purposes as set forth in Section 501(c)(3) of the Internal Revenue Code. The certificate of incorporation will further provide that no part of the net earnings of the charitable foundation will inure to the benefit of, or be distributable to, its members, directors or officers or to private individuals.

The charitable foundation will be governed by a board of directors, initially consisting of Monica Baker and Thomas Peterson of PyraMax Bank, FSB and at least one other individual. We are required to select one person to serve on the initial board of directors who is not one of our officers or directors and who has experience with local charitable organizations and grant making. As of the date of this prospectus, we have not selected the individual to serve as the director to satisfy these requirements. For five years after the reorganization and offering, one seat on the charitable foundation’s board of directors will be reserved for a person from our local community who has experience with local community charitable organizations and grant making and who is not one of our officers, directors or employees, and at least one seat on the charitable foundation’s board of directors will be reserved for one of PyraMax Bank, FSB’s directors.

The board of directors of the charitable foundation will be responsible for establishing its grant and donation policies, consistent with the purposes for which it was established. As directors of a nonprofit corporation, the directors of the charitable foundation will at all times be bound by their fiduciary duty to advance the charitable foundation’s charitable goals, to protect its assets and to act in a manner consistent with the charitable purposes for which the charitable foundation is established. The directors also will be responsible for directing the activities of the charitable foundation, including the management and voting of the shares of our common stock held by the charitable foundation. However, as required by applicable regulations, all shares of our common stock held by the charitable foundation must be voted in the same ratio as all other shares of our common stock on all proposals considered by our shareholders.

The charitable foundation’s place of business will be located at our administrative offices. The board of directors of the charitable foundation will appoint such officers and employees as may be necessary to manage its operations. To the extent applicable, we will comply with the affiliates restrictions set forth in Sections 23A and 23B of the Federal Reserve Act and applicable OCC regulations governing transactions between PyraMax Bank, FSB and the charitable foundation.

 

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The charitable foundation will receive working capital from the initial cash contribution and:

 

  (1)

any dividends that may be paid on our shares of common stock in the future to the extent that it continues to own shares of our common stock;

 

  (2)

within the limits of applicable federal and state laws, loans collateralized by the shares of common stock; and

 

  (3)

the proceeds of the sale of any of the shares of common stock in the open market from time to time.

As a private foundation under Section 501(c)(3) of the Internal Revenue Code, the charitable foundation will be required to distribute annually in grants or donations a minimum of 5% of the average fair market value of its net investment assets.

Tax Considerations

We believe that an organization created for the above purposes should qualify as a Section 501(c)(3) exempt organization under the Internal Revenue Code and should be classified as a private foundation. As long as the charitable foundation files an application for tax-exempt status within 27 months of the last day of the month in which it was organized, and provided the Internal Revenue Service approves the application, its effective date as a Section 501(c)(3) organization will be the date of its organization. We have not received a tax opinion as to whether the charitable foundation’s tax-exempt status will be affected by the regulatory requirement that all shares of our common stock held by it must be voted in the same ratio as all other outstanding shares of our common stock on all proposals considered by our shareholders.

We believe that our contribution of shares of our common stock to the charitable foundation should not constitute an act of self-dealing and that we should be entitled to a deduction in the amount of the fair market value of the stock at the time of the contribution less the nominal amount that the charitable foundation is required to pay us for such stock. We are permitted to deduct for charitable purposes only an amount equal to 10% of our annual taxable income in any one year. We are permitted under the Internal Revenue Code to carry the excess contribution over the five-year period following the contribution to the charitable foundation. We estimate that all of the contribution should be deductible over the six-year period (i.e., the year in which the contribution is made and the succeeding five-year period). However, we do not have any assurance that the Internal Revenue Service will grant tax-exempt status to the charitable foundation. In such event, our contribution to the charitable foundation would be expensed without a tax benefit, resulting in a reduction in earnings in the year in which the Internal Revenue Service makes such a determination. Furthermore, even if the contribution is deductible, we may not have sufficient earnings to be able to use the deduction in full. Any such decision to continue to make additional contributions to the charitable foundation in the future would be based on an assessment of, among other factors, our financial condition at that time, the interests of our shareholders and depositors, and the financial condition and operations of the foundation.

As a private foundation, earnings and gains, if any, from the sale of common stock or other assets are exempt from federal and state income taxation. However, investment income, such as interest, dividends and capital gains, is generally taxed at a rate of 1%. The charitable foundation will be required to file an annual return with the Internal Revenue Service within four and one-half months after the close of its fiscal year. The charitable foundation will be required to make its annual return available for public inspection. The annual return for a private foundation includes, among other things, an itemized list of all grants made or approved, showing the amount of each grant, the recipient, any relationship between a grant recipient and the foundation’s managers and a concise statement of the purpose of each grant.

Regulatory Requirements Imposed on the Charitable Foundation

The OCC and the Federal Reserve Board require that, before our board of directors adopted the plan of reorganization, the board of directors had to identify its members that will serve on the charitable foundation’s board, and these directors could not participate in our board’s discussions concerning contributions to the charitable foundation, and could not vote on the matter. Our board of directors complied with this regulation in adopting the plan of reorganization.

The OCC and the Federal Reserve Board will generally not object if a well-capitalized savings association contributes to a charitable foundation an aggregate amount of 8% or less of the shares or proceeds issued in an offering. PyraMax Bank, FSB qualifies as a well-capitalized savings association for purposes of this limitation, and the contribution to the charitable foundation will not exceed this limitation.

The OCC and the Federal Reserve Board impose the following additional requirements on the establishment of the charitable foundation:

 

   

the charitable foundation’s primary purpose must be to serve and make grants in our local community;

 

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the OCC and the Federal Reserve Board may examine the charitable foundation at the foundation’s expense;

 

   

the charitable foundation must comply with all supervisory directives imposed by the OCC and the Federal Reserve Board;

 

   

the charitable foundation must provide annually to the OCC and the Federal Reserve Board a copy of the annual report that the charitable foundation submits to the Internal Revenue Service;

 

   

the charitable foundation must operate according to written policies adopted by its board of directors, including a conflict of interest policy;

 

   

the charitable foundation may not engage in self-dealing and must comply with all laws necessary to maintain its tax-exempt status under the Internal Revenue Code; and

 

   

the charitable foundation must vote its shares of our common stock in the same ratio as all of the other shares voted on each proposal considered by our shareholders.

RESTRICTIONS ON THE ACQUISITION OF 1895 BANCORP OF WISCONSIN, INC.

AND PYRAMAX BANK, FSB

The principal federal regulatory restrictions which affect the ability of any person, firm or entity to acquire 1895 Bancorp of Wisconsin, Inc., PyraMax Bank, FSB or their respective capital stock are described below. Also discussed are certain provisions in 1895 Bancorp of Wisconsin, Inc.’s charter and bylaws that may be deemed to affect the ability of a person, firm or entity to acquire 1895 Bancorp of Wisconsin, Inc.

Mutual Holding Company Structure

1895 Bancorp of Wisconsin, MHC will own a majority of the outstanding common stock of 1895 Bancorp of Wisconsin, Inc. after the offering and, through its board of directors, will be able to exercise voting control over virtually all matters put to a vote of stockholders. For example, 1895 Bancorp of Wisconsin, MHC may exercise its voting control to prevent a sale or merger transaction or to defeat a stockholder nominee for election to the board of directors of 1895 Bancorp of Wisconsin, Inc. It will not be possible for another entity to acquire 1895 Bancorp of Wisconsin, Inc. without the consent of 1895 Bancorp of Wisconsin, MHC. 1895 Bancorp of Wisconsin, MHC, as long as it remains in the mutual form of organization, will control a majority of the voting stock of 1895 Bancorp of Wisconsin, Inc.

Federal Law

Under the Change in Bank Control Act, no person may acquire control of a savings and loan holding company unless the Federal Reserve Board has been given 60 days’ prior written notice and has not issued a notice disapproving the proposed acquisition.

Control, as defined under federal law, means ownership, control, or holding with power to vote, of 25% or more of any class of voting stock. Federal regulations establish a rebuttable presumption of control upon ownership, control, or holding with power to vote, of 10% or more of a class of voting stock where (i) the company has registered securities under Section 12 of the Securities Exchange Act of 1934 or (ii) no other person will own control or hold the power to vote a greater percentage of that class of voting securities.

The Federal Reserve Board may deny an acquisition of control if it finds, among other things, that:

 

   

the acquisition would result in a monopoly or substantially lessen competition;

 

   

the financial condition of the acquiring person might jeopardize the financial stability of the institution;

 

   

the competence, experience or integrity of the acquiring person indicates that it would not be in the interest of the depositors or the public to permit the acquisition of control by such person; or

 

   

the acquisition would have an adverse effect on the Deposit Insurance Fund.

For a period of three years following completion of the offering, Federal Reserve Board regulations generally prohibit any person from acquiring or making an offer to acquire beneficial ownership of more than 10% of the stock of 1895 Bancorp of Wisconsin, Inc. or PyraMax Bank, FSB without the Federal Reserve Board’s prior approval.

 

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Charters and Bylaws of 1895 Bancorp of Wisconsin, Inc. and PyraMax Bank, FSB

The following discussion is a summary of provisions of the charter and bylaws of 1895 Bancorp of Wisconsin, Inc. and PyraMax Bank, FSB that may be deemed to affect the ability of a person, firm or entity to acquire 1895 Bancorp of Wisconsin, Inc. The description is necessarily general and qualified by reference to the charter and bylaws.

Classified Board of Directors. The board of directors of 1895 Bancorp of Wisconsin, Inc. is required by the charter and bylaws to be divided into three staggered classes that are as equal in size as is possible. Each year one class will be elected by stockholders of 1895 Bancorp of Wisconsin, Inc. for a three-year term. A classified board promotes continuity and stability of management of 1895 Bancorp of Wisconsin, Inc., but makes it more difficult for stockholders to change a majority of the directors because it generally takes at least two annual elections of directors for this to occur.

Authorized but Unissued Shares of Capital Stock. Following the offering, 1895 Bancorp of Wisconsin, Inc. will have authorized but unissued shares of preferred stock and common stock. See “Description of Capital Stock of 1895 Bancorp of Wisconsin, Inc.” Although these shares could be used by the board of directors of 1895 Bancorp of Wisconsin, Inc. to make it more difficult or to discourage an attempt to obtain control of 1895 Bancorp of Wisconsin, Inc. through a merger, tender offer, proxy contest or otherwise, it is unlikely that we would use or need to use shares for these purposes since 1895 Bancorp of Wisconsin, MHC will own a majority of the common stock for so long as we remain in the mutual holding company structure.

How Shares are Voted. 1895 Bancorp of Wisconsin, Inc.’s charter provides that there will not be cumulative voting by stockholders for the election of 1895 Bancorp of Wisconsin, Inc.’s directors. No cumulative voting rights means that 1895 Bancorp of Wisconsin, MHC, as the holder of a majority of the shares eligible to be voted at a meeting of stockholders, may elect all directors of 1895 Bancorp of Wisconsin, Inc. to be elected at that meeting. This could prevent minority stockholder representation on 1895 Bancorp of Wisconsin, Inc.’s board of directors.

Restrictions on Acquisitions of Shares. A section in 1895 Bancorp of Wisconsin, Inc.’s charter provides that for a period of five years from the closing of the offering, no person, other than 1895 Bancorp of Wisconsin, MHC, may directly or indirectly offer to acquire or acquire the beneficial ownership of more than 10% of any class of equity security of 1895 Bancorp of Wisconsin, Inc. held by persons other than 1895 Bancorp of Wisconsin, MHC, and that any shares acquired in excess of this limit will not be entitled to be voted and will not be counted as voting stock in connection with any matters submitted to the stockholders for a vote. PyraMax Bank, FSB’s charter will contain a similar provision, except the ownership restriction will apply to persons other than 1895 Bancorp of Wisconsin, MHC and 1895 Bancorp of Wisconsin, Inc.

Procedures for Stockholder Nominations and Proposals for New Business. 1895 Bancorp of Wisconsin, Inc.’s bylaws provide that any stockholder wanting to make a nomination for the election of directors or a proposal for new business at a meeting of stockholders must send written notice to the Secretary of 1895 Bancorp of Wisconsin, Inc. at least five days before the date of the annual meeting. Management believes that it is in the best interests of 1895 Bancorp of Wisconsin, Inc. and its stockholders to provide enough time for management to disclose to stockholders information about a dissident slate of nominations for directors. This advance notice requirement may also give management time to solicit its own proxies in an attempt to defeat any dissident slate of nominations if management thinks it is in the best interest of stockholders generally. Similarly, adequate advance notice of stockholder proposals will give management time to study such proposals and to determine whether to recommend to the stockholders that such proposals be adopted.

Limitations on Calling Special Meetings of Stockholders. 1895 Bancorp of Wisconsin, Inc.’s federal charter provides that special meetings of our stockholders may be called by the chairman of the board, the president, or a majority of the board of directors, and shall be called by the chairman of the board, the president, or the secretary upon the written request of the holders of not less than one-tenth of all of our outstanding shares of voting stock.

Purpose and Anti-Takeover Effects of 1895 Bancorp of Wisconsin, Inc.’s Charter and Bylaws. Our board of directors believes that the provisions described above are prudent and will reduce our vulnerability to takeover attempts and certain other transactions that have not been negotiated with and approved by our board of directors. These provisions also will assist us in the orderly deployment of the offering proceeds into productive assets during the initial period after the offering. We believe these provisions are in the best interests of 1895 Bancorp of Wisconsin, Inc. and its stockholders. Our board of directors believes that it will be in the best position to determine the true value of 1895 Bancorp of Wisconsin, Inc. and to negotiate more effectively for what may be in the best interests of all our stockholders. Accordingly, our board of directors believes that it is in the best interests of 1895 Bancorp of Wisconsin, Inc. and all of our stockholders to encourage potential acquirers to negotiate directly with the board of directors and that these provisions will encourage such negotiations and discourage hostile takeover attempts. It is also the view of our board of directors that these provisions should not discourage persons from proposing a merger or other transaction at a price reflective of the true value of 1895 Bancorp of Wisconsin, Inc. and that is in the best interests of all our stockholders.

 

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Takeover attempts that have not been negotiated with and approved by our board of directors present the risk of a takeover on terms that may be less favorable than might otherwise be available. A transaction that is negotiated and approved by our board of directors, on the other hand, can be carefully planned and undertaken at an opportune time in order to obtain maximum value for our stockholders, with due consideration given to matters such as the management and business of the acquiring corporation.

Although a tender offer or other takeover attempt may be made at a price substantially above the current market price, such offers are sometimes made for less than all of the outstanding shares of a target company. As a result, stockholders may be presented with the alternative of partially liquidating their investment at a time that may be disadvantageous, or retaining their investment in an enterprise that is under different management and whose objectives may not be similar to those of the remaining stockholders.

Despite our belief as to the benefits to stockholders of these provisions of 1895 Bancorp of Wisconsin, Inc.’s charter and bylaws, these provisions also may have the effect of discouraging a future takeover attempt that would not be approved by our board of directors, but pursuant to which stockholders may receive a substantial premium for their shares over then current market prices. As a result, stockholders who might desire to participate in such a transaction may not have any opportunity to do so. Such provisions will also make it more difficult to remove our board of directors and management. We believe, however, that the potential benefits outweigh the possible disadvantages.

Benefit Plans

In addition to the provisions of 1895 Bancorp of Wisconsin, Inc.’s charter and bylaws described above, benefit plans of 1895 Bancorp of Wisconsin, Inc. and PyraMax Bank, FSB that may authorize the issuance of equity to its board of directors, officers and employees adopted in connection with or following the offering contain or may contain provisions which also may discourage hostile takeover attempts which the board of directors of PyraMax Bank, FSB might conclude are not in the best interests of 1895 Bancorp of Wisconsin, Inc. and PyraMax Bank, FSB or 1895 Bancorp of Wisconsin, Inc.’s stockholders.

DESCRIPTION OF CAPITAL STOCK OF 1895 BANCORP OF WISCONSIN, INC.

General

1895 Bancorp of Wisconsin, Inc. is authorized to issue 90,000,000 shares of common stock having a par value of $0.01 per share and 10,000,000 shares of serial preferred stock, par value of $0.01 per share. Each share of 1895 Bancorp of Wisconsin, Inc.’s common stock will have the same relative rights as, and will be identical in all respects with, each other share of common stock. Upon payment of the purchase price for the common stock in accordance with the plan of reorganization, all of the stock will be duly authorized, fully paid and nonassessable. Presented below is a description of the features of 1895 Bancorp of Wisconsin, Inc.’s capital stock that are deemed material to an investment decision with respect to the offering. The common stock of 1895 Bancorp of Wisconsin, Inc. will represent nonwithdrawable capital, will not be an account of an insurable type, and will not be insured by the FDIC.

1895 Bancorp of Wisconsin, Inc. currently expects that it will have a maximum of up to 7,273,750 shares of common stock outstanding after the offering, of which up to 3,273,187 shares will be held by persons other than 1895 Bancorp of Wisconsin, MHC. Our board of directors can, without stockholder approval, issue additional shares of common stock, although 1895 Bancorp of Wisconsin, MHC, so long as it is in existence, must own a majority of 1895 Bancorp of Wisconsin, Inc.’s outstanding shares of common stock. 1895 Bancorp of Wisconsin, Inc.’s issuance of additional shares of common stock could dilute the voting strength of the holders of the common stock and may assist management in impeding an unfriendly takeover or attempted change in control. 1895 Bancorp of Wisconsin, Inc. has no present plans to issue additional shares of common stock other than pursuant to the stock benefit plans previously discussed.

Common Stock

Distributions. 1895 Bancorp of Wisconsin, Inc. can pay dividends if, as and when declared by its board of directors, subject to compliance with limitations which are imposed by law. The holders of common stock of 1895 Bancorp of Wisconsin, Inc. will be entitled to receive and share equally in such dividends as may be declared by the board of directors of 1895 Bancorp of Wisconsin, Inc. out of funds legally available therefor. Dividends from 1895 Bancorp of Wisconsin, Inc. will depend, in large part, upon receipt of dividends from PyraMax Bank, FSB, because 1895 Bancorp of Wisconsin, Inc. initially will have no source of income other than dividends from PyraMax Bank, FSB, earnings from the investment of proceeds retained by 1895 Bancorp of Wisconsin, Inc. from the sale of shares of common stock, and interest payments with respect to 1895 Bancorp of Wisconsin, Inc.’s loan to the employee stock ownership plan to fund the plan’s purchase of our common stock. Regulations of the Federal Reserve Board and the Office of the Comptroller of the Currency impose limitations on “capital distributions” by savings institutions.

 

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If 1895 Bancorp of Wisconsin, Inc. pays dividends to its stockholders, it would likely pay dividends to 1895 Bancorp of Wisconsin, MHC, unless 1895 Bancorp of Wisconsin, MHC is permitted by the Federal Reserve Board to waive the receipt of dividends. The Federal Reserve Board’s current regulations significantly restrict the ability of mutual holding companies organized after December 1, 2009 to waive dividends declared by their subsidiaries. Accordingly, because dividends would be required to be paid to 1895 Bancorp of Wisconsin, MHC along with all other stockholders, the amount of dividends available for all other stockholders would be less than if 1895 Bancorp of Wisconsin, MHC were permitted to waive the receipt of dividends.

Pursuant to our charter, 1895 Bancorp of Wisconsin, Inc. is authorized to issue preferred stock. If 1895 Bancorp of Wisconsin, Inc. issues preferred stock, the holders thereof may have a priority over the holders of the common stock with respect to dividends.

Voting Rights. Upon the effective date of the offering, the holders of common stock of 1895 Bancorp of Wisconsin, Inc. will possess exclusive voting rights in 1895 Bancorp of Wisconsin, Inc. Each holder of common stock will be entitled to one vote per share and will not have any right to cumulate votes in the election of directors. If 1895 Bancorp of Wisconsin, Inc. issues preferred stock, holders of the preferred stock may also possess voting rights.

Liquidation. In the event of any liquidation, dissolution or winding up of PyraMax Bank, FSB, 1895 Bancorp of Wisconsin, Inc., as holder of PyraMax Bank, FSB’s capital stock, would be entitled to receive, after payment or provision for payment of all debts and liabilities of PyraMax Bank, FSB, including all deposit accounts and accrued interest thereon, all assets of PyraMax Bank, FSB available for distribution. In the event of liquidation, dissolution or winding up of 1895 Bancorp of Wisconsin, Inc., the holders of its common stock would be entitled to receive, after payment or provision for payment of all its debts and liabilities, all of the assets of 1895 Bancorp of Wisconsin, Inc. available for distribution. If preferred stock is issued, the holders thereof may have a priority over the holders of the common stock in the event of liquidation or dissolution.

Rights to Buy Additional Shares. Holders of the common stock of 1895 Bancorp of Wisconsin, Inc. will not be entitled to preemptive rights with respect to any shares which may be issued. Preemptive rights are the priority right to buy additional shares if 1895 Bancorp of Wisconsin, Inc. issues more shares in the future. The common stock is not subject to redemption.

Preferred Stock

None of the shares of 1895 Bancorp of Wisconsin, Inc.’s authorized preferred stock will be issued in the offering. Such stock may be issued with such preferences and designations as our board of directors may from time to time determine. Our board of directors can, without stockholder approval, issue preferred stock with voting, dividend, liquidation and conversion rights which could dilute the voting strength of the holders of the common stock and may assist management in impeding an unfriendly takeover or attempted change in control. 1895 Bancorp of Wisconsin, Inc. has no present plans to issue preferred stock.

 

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TRANSFER AGENT AND REGISTRAR

Continental Stock Transfer & Trust will act as the transfer agent and registrar for the common stock.

LEGAL AND TAX MATTERS

The legality of the common stock and the federal income tax consequences of the reorganization and offering have been passed upon for PyraMax Bank, FSB and 1895 Bancorp of Wisconsin, Inc. by the firm of Luse Gorman, PC, Washington, D.C. The Wisconsin state income tax consequences of the reorganization and offering have been passed upon for PyraMax Bank, FSB and 1895 Bancorp of Wisconsin, Inc. by Wipfli LLP, Milwaukee, Wisconsin. Luse Gorman, PC and Wipfli LLP have consented to the references in this prospectus to their opinions. Certain legal matters regarding the reorganization and offering will be passed upon for KBW by Silver, Freedman, Taff & Tiernan LLP.

EXPERTS

The financial statements of PyraMax Bank, FSB as of December 31, 2017 and 2016 and for each of the years in the two-year period ended December 31, 2017 have been audited by Wipfli LLP, an independent registered public accounting firm, as stated in its report thereon and included in this prospectus and registration statement in reliance upon such report of such firm as experts in accounting and auditing.

Keller & Company has consented to the publication in this prospectus of the summary of its report to PyraMax Bank, FSB and 1895 Bancorp of Wisconsin, Inc. setting forth its opinion as to the estimated pro forma market value of the common stock upon the completion of the reorganization and offering and its letter with respect to subscription rights.

WHERE YOU CAN FIND MORE INFORMATION

1895 Bancorp of Wisconsin, Inc. has filed a registration statement with the Securities and Exchange Commission under the Securities Act of 1933, with respect to the common stock offered hereby. As permitted by the rules and regulations of the Securities and Exchange Commission, this prospectus does not contain all the information set forth in the registration statement. This information, including the appraisal report which is an exhibit to the registration statement, can be examined without charge at the Public Reference Room of the Securities and Exchange Commission located at 100 F Street, N.E., Washington, D.C. 20549 and copies of the material can be obtained from the Securities and Exchange Commission at prescribed rates. The public may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The registration statement also is available through the Securities and Exchange Commission’s website on the internet at http://www.sec.gov. The statements contained in this prospectus as to the contents of any contract or other document filed as an exhibit to the registration statement are, of necessity, brief descriptions thereof and are not necessarily complete but do contain all material information regarding the documents; each statement is qualified by reference to the contract or document.

1895 Bancorp of Wisconsin, Inc. and PyraMax Bank, FSB have filed applications with the Federal Reserve Board, the Office of the Comptroller of the Currency and the FDIC with respect to the reorganization and offering. Pursuant to the rules and regulations of the Federal Reserve Board, this prospectus omits certain information contained in such applications. To obtain a copy of non-confidential portions of the applications filed with the Federal Reserve Board, the Office of the Comptroller of the Currency and the FDIC, you may contact Assistant Vice President of the Federal Reserve Bank of Chicago, at (312) 322-6846, the Central District Office of the Office of the Comptroller of the Currency located at One Financial Place, Suite 2700, 440 South LaSalle Street, Chicago, Illinois 60605, and the Chicago Regional Office of the FDIC located at 300 South Riverside Plaza, Suite 1700, Chicago, Illinois 60606.

A copy of the charter and bylaws of 1895 Bancorp of Wisconsin, Inc. is available without charge from PyraMax Bank, FSB.

REGISTRATION REQUIREMENTS

In connection with the offering, 1895 Bancorp of Wisconsin, Inc. will register its common stock with the Securities and Exchange Commission under Section 12(b) of the Securities Exchange Act of 1934. Upon this registration, 1895 Bancorp of Wisconsin, Inc. and the holders of its shares of common stock will become subject to the proxy solicitation rules, reporting requirements and restrictions on stock purchases and sales by directors, officers and greater than 10% stockholders, the annual and periodic reporting and certain other requirements of the Securities Exchange Act of 1934. Under the plan of reorganization, 1895 Bancorp of Wisconsin, Inc. has undertaken that it will not terminate this registration for a period of at least three years following the reorganization.

 

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INDEX TO FINANCIAL STATEMENTS OF

PYRAMAX BANK, FSB

 

Report of Independent Registered Public Accounting Firm    F-1
Balance Sheets at June 30, 2018 (unaudited) and December 31, 2017 and 2016    F-2
Statements of Operations for the six months ended June 30, 2018 and 2017 (unaudited) and for the years ended December 31, 2017 and 2016    F-3
Statements of Comprehensive Income (Loss) for the six months ended June 30, 2018 and 2017 (unaudited) and for the years ended December 31, 2017 and 2016    F-4
Statements of Changes in Equity for the six months ended June 30, 2018 (unaudited) and the years ended December 31, 2017 and 2016    F-5
Statements of Cash Flows for the six months ended June 30, 2018 and 2017 (unaudited) and for the years ended December 31, 2017 and 2016    F-6
Notes to Financial Statements    F-7

* * *

Separate financial statements for 1895 Bancorp of Wisconsin, Inc. have not been included in this prospectus because 1895 Bancorp of Wisconsin, Inc. has not engaged in any significant activities, has no significant assets, and has no contingent liabilities, revenue or expenses.

All financial statement schedules have been omitted as the required information either is not applicable or is included in the financial statements or related notes.

 

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LOGO

Report of Independent Registered Public Accounting Firm

Audit Committee

PyraMax Bank, FSB

Greenfield, Wisconsin

Opinion on the Financial Statements

We have audited the accompanying balance sheets of PyraMax Bank, FSB (the “Company”) as of December 31, 2017 and 2016, and the related statements of operations, comprehensive income (loss), changes in equity, and cash flows for each of the two years in the period ended December 31, 2017 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2017, in conformity with accounting principles generally accepted in the United States.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with 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 the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

LOGO

Wipfli LLP

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

September 6, 2018

Appleton, Wisconsin

 

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PYRAMAX BANK, FSB

BALANCE SHEETS

(In thousands)

 

     June 30,
2018
    December 31,
2017
    December 31,
2016
 
     (unaudited)              

Assets

      

Cash and due from banks

   $ 7,995     $ 12,497     $ 7,467  

Fed funds sold

     —       —       312  
  

 

 

   

 

 

   

 

 

 

Cash and cash equivalents

     7,995       12,497       7,779  

Available for sale securities, stated at fair value

     69,296       88,955       96,458  

Loans held for sale

     1,170       217       479  

Loans, net of allowance for loan and lease losses of $3,092, $3,093 and $3,008, respectively

     368,021       331,206       312,523  

Premises and equipment, net

     7,601       7,661       8,925  

Mortgage servicing rights, net

     2,163       2,270       2,421  

Federal Home Loan Bank (FHLB) stock, at cost

     1,818       1,436       2,170  

Accrued interest receivable

     1,144       1,214       1,163  

Cash value of life insurance

     13,931       13,732       13,321  

Other assets

     9,478       9,173       4,934  
  

 

 

   

 

 

   

 

 

 

TOTAL ASSETS

   $ 482,617     $ 468,361     $ 450,173  
  

 

 

   

 

 

   

 

 

 

Liabilities and Equity

      

Deposits

   $ 404,560     $ 389,291     $ 358,882  

Advance payments by borrowers for taxes and insurance

     7,367       385       1,297  

FHLB advances

     27,677       34,693       48,224  

Accrued interest payable

     346       340       276  

Other liabilities

     4,977       4,658       4,154  
  

 

 

   

 

 

   

 

 

 

Total liabilities

     444,927       429,367       412,833  
  

 

 

   

 

 

   

 

 

 

Retained earnings

     39,459       39,782       37,993  

Accumulated other comprehensive loss, net of income taxes

     (1,769     (788     (653
  

 

 

   

 

 

   

 

 

 

Total equity

     37,690       38,994       37,340  
  

 

 

   

 

 

   

 

 

 

TOTAL LIABILITIES AND EQUITY

   $ 482,617     $ 468,361     $ 450,173  
  

 

 

   

 

 

   

 

 

 

See accompanying notes to financial statements.

 

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PYRAMAX BANK, FSB

STATEMENTS OF OPERATIONS

(In thousands)

 

     Six months ended
June 30,
    Years ended
December 31,
 
     2018     2017     2017     2016  
     (unaudited)        

Interest and dividend income:

    

Loans, including fees

   $ 7,087     $ 6,435     $ 13,076     $ 12,000  

Securities

        

Taxable

     905       1,057       2,102       1,746  

Tax-exempt

     —         —         —         10  

Other

     21       8       78       41  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total interest and dividend income

     8,013       7,500       15,256       13,797  
  

 

 

   

 

 

   

 

 

   

 

 

 

Interest expense:

        

Interest-bearing deposits

     1,671       1,339       2,893       2,410  

Borrowed funds

     277       252       468       275  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total interest expense

     1,948       1,591       3,361       2,685  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net interest income

     6,065       5,909       11,895       11,112  

Provision for loan losses

     —         —         —         —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Net interest income after provision for loan losses

     6,065       5,909       11,895       11,112  
  

 

 

   

 

 

   

 

 

   

 

 

 

Noninterest income:

        

Service charges and other fees

     415       444       867       861  

Loan servicing

     332       415       779       933  

Net gain on sale of loans

     437       363       772       1,713  

Net gain on sale of securities

     67       —         —         159  

Increase in cash surrender value of insurance

     199       208       411       448  

Other

     33       35       63       41  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total noninterest income

     1,483       1,465       2,892       4,155  
  

 

 

   

 

 

   

 

 

   

 

 

 

Noninterest expense:

        

Salaries and employee benefits

     4,949       3,893       8,648       7,802  

Impairment loss on premises and equipment

     —         —         1,095       —    

Foreclosed assets, net

     1       7       8       (64

Advertising and promotions

     53       44       182       321  

Data processing

     359       546       1,031       1,015  

Occupancy and equipment

     823       849       1,635       1,576  

FDIC assessment

     163       129       253       253  

Other

     1,717       1,468       3,738       3,110  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total noninterest expense

     8,065       6,936       16,590       14,013  
  

 

 

   

 

 

   

 

 

   

 

 

 

Income (loss) before income taxes

     (517     438       (1,803     1,254  

Provision (credit) for income taxes

     (194     (4,589     (3,462     —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss)

   $ (323   $ 5,027     $ 1,659     $ 1,254  
  

 

 

   

 

 

   

 

 

   

 

 

 

See accompanying notes to financial statements.

 

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PYRAMAX BANK, FSB

STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)

(In thousands)

 

     Six months ended
June 30,
     Years ended
December 31,
 
     2018     2017      2017     2016  
     (unaudited)               

Net income (loss)

   $ (323   $ 5,027      $ 1,659     $ 1,254  
  

 

 

   

 

 

    

 

 

   

 

 

 

Other comprehensive income (loss):

         

Unrealized holding gains (losses) arising during the period

     (1,275     1,120        (8     (1,065

Reclassification adjustment for gains realized in net income

     (67     —        —       (159
  

 

 

   

 

 

    

 

 

   

 

 

 

Other comprehensive income (loss) before tax effect

     (1,342     1,120        (8     (1,224

Tax effect of other comprehensive income (loss) items

     (361     436        (3     (477
  

 

 

   

 

 

    

 

 

   

 

 

 

Other comprehensive income (loss), net of tax

     (981     684        (5     (747
  

 

 

   

 

 

    

 

 

   

 

 

 

Comprehensive income (loss)

   $ (1,304   $ 5,711      $ 1,654     $ 507  
  

 

 

   

 

 

    

 

 

   

 

 

 

See accompanying notes to financial statements.

 

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PYRAMAX BANK, FSB

STATEMENTS OF CHANGES IN EQUITY

(Amounts in thousands)

 

     Retained
Earnings
    Accumulated
Other
Comprehensive
Income (Loss)
    Total
Equity
 

Balances at January 1, 2016

   $ 36,739     $ 94     $ 36,833  

Net Income

     1,254       —         1,254  

Other comprehensive income (loss)

     —         (747     (747
  

 

 

   

 

 

   

 

 

 

Balance December 31, 2016

     37,993       (653     37,340  

Net Income

     1,659       —         1,659  

Other comprehensive income (loss)

     —         (5     (5

Reclassification of stranded tax effects in accumulated other comprehensive loss

     130       (130     —    
  

 

 

   

 

 

   

 

 

 

Balance December 31, 2017

     39,782       (788     38,994  

Net Loss

     (323     —         (323

Other comprehensive loss

     —         (981     (981
  

 

 

   

 

 

   

 

 

 

Balance June 30, 2018 (unaudited)

   $ 39,459     $ (1,769   $ 37,690  
  

 

 

   

 

 

   

 

 

 

See accompanying notes to financial statements.

 

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PYRAMAX BANK, FSB

STATEMENTS OF CASH FLOWS

(In thousands)

 

     For the six months ended
June 30,
    For the years ended
December 31,
 
     2018     2017     2017     2016  
     (unaudited)              

Cash flows from operating activities:

    

Net income (loss)

   $ (323     5,027     $ 1,659     $ 1,254  

Adjustments to reconcile net income (loss) to net cash from operating activities:

        

Depreciation

     318       350       691       671  

Net amortization of premiums and discounts on securities

     188       224       598       596  

Write-down and loss on disposal of premises and equipment

     8       —         1,095       —    

Deferred tax benefit

     (194     (4,656     (3,551     —    

Gain on sale and impairments of foreclosed assets

     —         —         —         (97

Net gain on sale of investments

     (67     —         —         (159

Originations of mortgage loans held for sale

     (31,033     (23,439     (62,012     (122,737

Proceeds from sales of mortgage loans held for sale

     30,553       21,403       63,046       124,311  

Net gain on sale of mortgage loans held for sale

     (473     (363     (772     (1,713

Increase in cash value of life insurance

     (199     (208     (411     (448

Proceeds from sales of premises and equipment

     —         —         —         —    

Changes in operating assets and liabilities:

        

Mortgage servicing rights

     107       54       151       55  

Accrued interest receivable and other assets

     (41     228       (735     (676

Accrued interest payable and other liabilities

     325       (585     568       625  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net cash (used in) provided by operating activities

     (831     (1,965     327       1,682  

Cash Flows From Investing Activities

        

Proceeds from sales of securities available for sale

     14,392       —         —         8,860  

Maturities, prepayments, and calls of securities available for sale

     4,171       7,277       11,933       10,995  

Purchase of securities available for sale

     —         —         (5,037     (44,965

Net (increase) decrease in loans

     (36,821     (5,358     (18,683     1,074  

Capital expenditures for premises and equipment

     (266     (320     (522     (480

Net (increase) decrease in FHLB stock

     (382     833       734       (450

Proceeds from sales of foreclosed assets

     —         —         —         504  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net cash (used in) provided by investing activities

     (18,906     2,432       (11,575     (24,462

Cash Flows From Financing Activities

        

Net increase (decrease) in deposits

     15,269       16,625       30,409       5,903  

Net increase (decrease) in advance payments by borrowers for taxes and insurance

     6,982       6,235       (912     692  

Proceeds from issuance of FHLB Advances

     —         —         5,000       29,000  

Principal payments on FHLB Advances

     (7,016     (18,515     (18,531     (12,228
  

 

 

   

 

 

   

 

 

   

 

 

 

Net cash provided by financing activities

     15,235       4,345       15,966       23,367  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net increase in cash and cash equivalents

     (4,502     4,812       4,718       587  

Cash and cash equivalents at beginning of year

     12,497       7,779       7,779       7,192  
  

 

 

   

 

 

   

 

 

   

 

 

 

Cash and cash equivalents at end of year

   $ 7,995       12,591     $ 12,497     $ 7,779  
  

 

 

   

 

 

   

 

 

   

 

 

 

Supplemental cash flow information:

        

Cash paid during the year for interest

   $ 1,942     $ 1,585     $ 3,298     $ 2,617  

Noncash investing and financing activities:

        

Loans transferred to foreclosed assets

   $ —       $ —       $ —       $ 402  

See accompanying notes to financial statements.

 

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PYRAMAX BANK, FSB

NOTES TO FINANCIAL STATEMENTS

Six Months Ended June 30, 2018 and June 30, 2017 (unaudited) and

Years Ended December 31, 2017 and 2016

(In thousands)

NOTE 1 — Summary of Significant Accounting Policies

Organization

PyraMax Bank, FSB (the “Bank”) is chartered as a federal mutual savings bank. The Bank operates as a full-service financial institution, providing a full range of financial services, including the granting of commercial, residential, and consumer loans and acceptance of deposits from individual customers and small businesses in the metropolitan Milwaukee, Wisconsin, area. The Bank is subject to competition from other financial and nonfinancial institutions providing financial products. In addition, the Bank is subject to the regulations of certain regulatory agencies and undergoes periodic examination by those regulatory agencies.

Use of Estimates

In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and reported amounts of revenues 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 relate to the determination of the allowance for loan losses, the fair values of securities, fair value of financial instruments, mortgage servicing rights, and the valuation of deferred income tax assets.

Cash and Cash Equivalents

For purposes of reporting cash flows, cash and cash equivalents include cash on hand, interest-bearing and non-interest-bearing accounts in other financial institutions, and federal funds sold, all of which have original maturities of three months or less.

Available for Sale Securities

Securities classified as available for sale are those securities that the Bank intends to hold for an indefinite period of time, but not necessarily to maturity. Any decision to sell a security classified as available for sale would be based on various factors, including significant movements in interest rates, changes in the maturity mix of the Bank’s assets and liabilities, liquidity needs, regulatory capital requirements, and other similar factors. Securities classified as available for sale are carried at fair value. Unrealized gains or losses are reported as increases or decreases in other comprehensive income, net of the related deferred tax effect. Realized gains or losses, determined on the basis of the cost of specific securities sold, are included in earnings. Gains and losses on the sale of securities are recorded on the trade date and determined using the specific-identification method.

Declines in fair value of securities that are deemed to be other than temporary, if applicable, are reflected in earnings as realized losses. In estimating other-than-temporary impairment losses, management considers the length of time and the extent to which fair value has been less than cost, the financial condition and near-term prospects of the issuer, and the intent and ability of the Bank to retain its investment in the issuer for a period of time sufficient enough to allow for any anticipated recovery in fair value.

Loans Held for Sale

Loans originated and intended for sale in the secondary market are carried at the lower of cost or estimated fair value in the aggregate. Net unrealized losses, if any, are recognized through a valuation allowance by charges to income. Gains or losses on sales of mortgage loans are recognized based on the difference between the selling price and the carrying value of the related mortgage loan sold.

Loans

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff generally are reported at their outstanding unpaid principal balances adjusted for deferred loan fees and costs, charge-offs, and an allowance for loan losses. Interest on loans is accrued and credited to income based on the unpaid principal balance. Loan-origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the related loan yield using the interest method.

 

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PYRAMAX BANK, FSB

NOTES TO FINANCIAL STATEMENTS

Six Months Ended June 30, 2018 and June 30, 2017 (unaudited) and

Years Ended December 31, 2017 and 2016

(In thousands)

 

NOTE 1 — Summary of Significant Accounting Policies – (continued)

 

The accrual of interest on loans is discontinued when, in the opinion of management, there is an indication that the borrower may be unable to make payments as they become due. When loans are placed on nonaccrual status or charged off, all unpaid accrued interest is reversed against interest income. The interest on these loans is subsequently accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual status. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Allowance for Loan Losses

The allowance for loan losses is maintained at the level considered adequate by management to provide for losses that are probable as of the balance sheet date. The allowance for loan losses is established through a provision for loan losses charged to expense as losses are estimated to have occurred. Loan losses are charged against the allowance when management believes that the collectability of the principal is unlikely. Subsequent recoveries, if any, are credited to the allowance. In determining the adequacy of the allowance balance, the Bank makes evaluations of the loan portfolio and related off-balance sheet commitments, considers current economic conditions and historical loss experience, and reviews specific problem loans and other factors.

When establishing the allowance for loan losses, management categorizes loans into risk categories generally based on the nature of the collateral and the basis of repayment. These risk categories and their relevant risk characteristics are as follows:

Commercial real estate: These loans are dependent on the industries tied to these loans. Commercial real estate loans are secured primarily by office and industrial buildings, warehouses, small retail shopping facilities, and various special-purpose properties, including hotels and restaurants. Financial information is obtained from borrowers and/or the individual project to evaluate cash flow sufficiency to service debt and is periodically updated during the life of the loan. Loan performance may be adversely affected by factors impacting the general economy or conditions specific to the real estate market, such as geographic location and/or property type.

Land development: These loans are secured by vacant land and/or property that are in the process of improvement, including (a) land development preparatory to erecting vertical improvements or (b) the on-site construction of industrial, commercial, residential, or farm buildings. Repayment of these loans can be dependent on the sale of the property to third parties or the successful completion of the improvements by the builder for the end user. In the event a loan is made on property that is not yet improved for the planned development, there is the risk that necessary approvals will not be granted or will be delayed. Construction loans also run the risk that improvements will not be completed on time or in accordance with specifications and projected costs.

1-4 family: These loans are generally to individuals and are underwritten by evaluating the credit history of the borrower, the ability of the borrower to meet the debt service requirements of the loan and total debt obligations, the underlying collateral, and the loan to collateral value. Underwriting standards for 1-4 family owner-occupied loans are heavily influenced by statutory requirements, which include, but are not limited to, loan-to-value and affordability ratios, risk-based pricing strategies, and documentation requirements.

Consumer: These loans may take the form of installment loans, demand loans, or single payment loans, and are extended to individuals for household, family, and other personal expenditures. These loans generally include direct consumer automobile loans and credit card loans. Also included in this category are junior liens on 1-4 family residential properties These loans are generally smaller in size and are underwritten by evaluating the credit history of the borrower, the ability of the borrower to meet the debt service requirements of the loan and total debt obligations.

Management regularly evaluates the allowance for loan losses using the Bank’s past loan loss experience, known and inherent risks in the loan portfolio, composition of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, current economic conditions, and other relevant factors. This evaluation is inherently subjective since it requires material estimates that may be susceptible to significant change.

 

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PYRAMAX BANK, FSB

NOTES TO FINANCIAL STATEMENTS

Six Months Ended June 30, 2018 and June 30, 2017 (unaudited) and

Years Ended December 31, 2017 and 2016

(In thousands)

 

NOTE 1 — Summary of Significant Accounting Policies – (continued)

 

A loan is impaired when, based on current information, it is probable that the Bank will not collect all amounts due in accordance with the contractual terms of the loan agreement. Management determines whether a loan is impaired on a case-by-case basis, taking into consideration the payment status, collateral value, length and reason of any payment delays, the borrower’s prior payment record, and any other relevant factors. Large groups of smaller-balance homogeneous loans, such as residential mortgage and consumer loans, are collectively evaluated in the allowance for loan losses analysis and are not subject to impairment analysis unless such loans have been subject to a restructuring agreement. Specific allowances for impaired loans are based on discounted cash flows of expected future payments using the loan’s initial effective interest rate or the fair value of the collateral if the loan is collateral dependent.

In addition, various regulatory agencies periodically review the allowance for loan losses. These agencies may require the Bank to make additions to the allowance for loan losses based on their judgments of collectability based on information available to them at the time of their examination.

Troubled Debt Restructurings

Loans are accounted for as troubled debt restructurings when a borrower is experiencing financial difficulties that lead to a restructuring of the loan, and the Bank grants a “concession” to the borrower that they would not otherwise consider. These concessions include a modification of terms such as a reduction of the stated interest rate or loan balance, a reduction of accrued interest, an extension of the maturity date at an interest rate lower than a current market rate for a new loan with similar risk, or some combination thereof to facilitate repayment. Troubled debt restructurings are considered impaired loans.

Mortgage Servicing Rights

Mortgage servicing rights are recognized as separate assets when rights are acquired through sale of mortgage loans. Mortgage servicing rights acquired through sale of loans are recognized as a component of loan servicing income and are recorded at fair value. The fair value of mortgage servicing rights is estimated using a valuation model that calculates the present value of estimated future net servicing income. The valuation model incorporates assumptions that market participants would use in estimating future net servicing income, such as costs to service, a discount rate, the custodial earnings rate, ancillary income, default rates and losses, and prepayment speeds. The fair value of mortgage servicing rights may change because of changes in the discount rates, prepayment expectations, default rates, and other factors. Mortgage servicing rights are amortized into income in proportion to and over the period of the estimated future net servicing income of the underlying loans.

Mortgage servicing rights are evaluated for impairment at least annually and whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The evaluation includes stratifying the mortgage servicing rights by predominant characteristics such as interest rates and terms and estimating fair value of each stratum. Impairment is recognized through a valuation allowance for an individual stratum to the extent that fair value is less than the carrying amount for the stratum.

Premises and Equipment

Depreciable assets are stated at cost less accumulated depreciation. Provisions for depreciation are computed on straight-line method over the estimated useful lives of the assets.

Federal Home Loan Bank Stock

The Bank’s investment in Federal Home Loan Bank (“FHLB”) stock is carried at cost, which approximates fair value. The Bank is required to hold the stock as a member of the FHLB, and transfer of the stock is substantially restricted. The stock is pledged as collateral for outstanding FHLB advances. The stock is evaluated for impairment on an annual basis.

 

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Table of Contents

PYRAMAX BANK, FSB

NOTES TO FINANCIAL STATEMENTS

Six Months Ended June 30, 2018 and June 30, 2017 (unaudited) and

Years Ended December 31, 2017 and 2016

(In thousands)

 

NOTE 1 — Summary of Significant Accounting Policies – (continued)

 

Foreclosed Assets

Assets acquired through or in lieu of loan foreclosure are held for sale and are initially recorded at fair value at the date of foreclosure, establishing a new cost basis. Subsequent to foreclosure, valuations are periodically performed by management, and the assets are carried at the lower of carrying amount or fair value less costs to sell. Revenue and expenses from operations and changes in the valuation allowance are included in net foreclosed asset expense. There were no foreclosed assets as of June 30, 2018 and as of December 31, 2017 and 2016, respectively. There were approximately $205 of residential real estate loans in process of foreclosure at June 30, 2018 and approximately $205 and $171 of residential real estate loans in process of foreclosure at December 31, 2017 and 2016, respectively.

Income Taxes

Amounts provided for income tax expense are based on income reported for financial statement purposes and do not necessarily represent amounts currently payable under tax laws. Deferred income tax assets and liabilities are computed annually for differences between the financial statement and income tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.

As changes in tax laws or rates are enacted, deferred income tax assets and liabilities are adjusted through the provision for income taxes. The differences relate principally to the allowances for loan losses, deferred compensation, depreciation, FHLB stock dividends and non-accrual interest. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

The tax effects from an uncertain tax position can be recognized in the financial statements only if the position is more likely than not to be sustained on audit, based on the technical merits of the position. The Bank recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. Based on its evaluation, the Bank has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements.

The Bank’s policy is to recognize interest and penalties related to income tax issues as components of income tax expense. During the periods shown, the Bank did not recognize any interest or penalties related to income tax expense in its statements of operations.

Employee Benefit Plans

The Bank has employee benefit plans for qualified employees. The Bank’s policy is to fund contributions as accrued.

Off-Balance Sheet Instruments

In the ordinary course of business, the Bank has entered into off-balance-sheet financial instruments including commitments to extend credit, unfunded commitments under lines of credit, and standby letters of credit. Such financial instruments are recorded in the financial statements when they become payable.

Rate Lock Commitments

The Bank enters into commitments to originate loans, whereby the interest rate on the loan is determined prior to funding (rate lock commitments). Rate lock commitments on mortgage loans that are intended to be sold are considered to be derivatives. Accordingly, such commitments, along with any related fees received from potential borrowers, are recorded at fair value in other assets or liabilities, with changes in fair value recorded in the net gain or loss on sale of mortgage loans. Fair value is based on fees currently charged to enter into similar agreements and for fixed-rate commitments also considers the difference between current levels of interest rates and the committed rates.

 

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Table of Contents

PYRAMAX BANK, FSB

NOTES TO FINANCIAL STATEMENTS

Six Months Ended June 30, 2018 and June 30, 2017 (unaudited) and

Years Ended December 31, 2017 and 2016

(In thousands)

 

NOTE 1 — Summary of Significant Accounting Policies – (continued)

 

Advertising

Advertising costs are expensed as incurred.

Other Comprehensive Income (Loss)

Other comprehensive loss is shown on the statements of comprehensive income (loss). The Bank’s accumulated other comprehensive income (loss) is composed of the unrealized loss on securities available for sale, net of tax and is shown on the statements of changes in equity. Reclassification adjustments out of other comprehensive loss for gains realized on sales of securities available for sale comprise the entire balance of “net gain on sale of securities” on the statements of operations. As part of this reclassification, income tax expense of approximately $361 and ($436) was recognized for the periods ended June 30, 2018 and 2017 respectively; and $3 and $477 was recognized for the years ended December 31, 2017 and 2016 in “provision (credit) for income taxes” on the statements of operations.

Reclassifications

Certain reclassifications have been made to the 2016 financial statements to conform to the 2017 classifications.

Recent Accounting Pronouncements

The Bank recently adopted the following Accounting Standards Updates (ASU) issued by the Financial Accounting Standards Board (FASB):

ASU 2018-02 “Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income”. This standard allows entities to reclassify from accumulated other comprehensive income to retained earnings stranded tax effects that result from remeasuring deferred tax assets and liabilities related to accumulated other comprehensive income for the newly enacted federal corporate income tax rate. The Bank adopted this new accounting standard for the year ended December 31, 2017. As a result, the Bank elected to reclassify $130 of stranded tax effects from accumulated other comprehensive income to undivided profits as of December 31, 2017.

ASU 2017-08 “Receivables — Non-Refundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities.” The ASU requires premiums on callable debt securities to be amortized to the earliest call date. The Bank adopted this accounting standard for the year ended December 31, 2017.

The following Accounting Standards Updates (ASUs) have been issued by the Financial Accounting Standards Board (FASB) and may impact the Bank’s financial statements in future reporting periods.

ASU No. 2016-13, “Credit Losses (Topic 326).” ASU 2016-13 requires organizations to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption will be permitted for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Bank is currently assessing the impact of adopting ASU 2016-13 on its financial statements.

ASU 2016-02 “Leases.” ASU 2016-02 affects any entity that enters into a lease and is intended to increase the transparency and comparability of financial statements among organizations. The ASU requires, among other changes, a lessee to recognize on its balance sheet a lease asset and a lease liability for those leases previously classified as operating leases. The lease asset would represent the right to use the underlying asset for the lease term and the lease liability would represent the discounted value of the required lease payments to the lessor. The ASU would also require entities to disclose key information about leasing arrangements.

 

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Table of Contents

PYRAMAX BANK, FSB

NOTES TO FINANCIAL STATEMENTS

Six Months Ended June 30, 2018 and June 30, 2017 (unaudited) and

Years Ended December 31, 2017 and 2016

(In thousands)

 

NOTE 1 — Summary of Significant Accounting Policies – (continued)

 

ASU 2016-02 is effective for interim and annual reporting periods beginning after December 15, 2019. Early adoption is permitted. Management is currently evaluating the impact that ASU 2016-02 will have on the Bank’s financial position, results of operations and disclosures.

ASU No. 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities”. The standard makes a number of changes to the recognition and measurement standards of financial instruments, including the following changes: 1) equity securities with a readily determinable fair value will have to be measured at fair value with changes in fair value recognized in net income; 2) entities that are public business entities will no longer be required to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost; and 3) entities that are public business entities will be required to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. This standard is effective for financial statements issued for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2018. The adoption of this standard is not expected to have a material impact on our financial condition or results of operations, except that the Bank will no longer disclose the method(s) and significant assumptions used to estimate the fair value of financial instruments measured at amortized cost.

ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”. The amendment supersedes and replaces nearly all existing revenue recognition guidance. Under the amended guidance, 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. This guidance is effective for annual and interim periods beginning after December 15, 2018. Adoption of ASU No. 2014-09 is not expected to have a material impact on the Bank’s financial statements.

NOTE 2 — Cash and Due from Banks

Under Regulation D, savings institutions are generally required to maintain reserve balances in cash or on deposit with the Federal Reserve Bank, based upon a percentage of deposits. The Bank was required to maintain reserve balances with the Federal Reserve Bank of $0 as of June 30, 2018 and as of both December 31, 2017 and 2016.

In the normal course of business, the Bank maintains cash and due from bank balances with correspondent banks. Balances in these accounts may exceed the Federal Deposit Insurance Corporation’s insured limit of $250. Management believes these financial institutions have strong credit ratings and that the credit risk related to these deposits is minimal.

 

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PYRAMAX BANK, FSB

NOTES TO FINANCIAL STATEMENTS

Six Months Ended June 30, 2018 and June 30, 2017 (unaudited) and

Years Ended December 31, 2017 and 2016

(In thousands)

 

NOTE 3 — Available for Sale Securities

Amortized costs and fair values of available for sale securities are summarized as follows:

 

     Amortized
Cost
     Gross
Unrealized
Gains
     Gross
Unrealized
Losses
     Estimated
Fair
Value
 

June 30, 2018 (unaudited)

           

Obligations of states and political subdivisions

   $ 11,683      $ 25      $ (277    $ 11,431  

Government-sponsored mortgage-backed securities

     55,090        4        (2,184      52,910  

Corporate collateralized mortgage obligations

     503        2        —        505  

Asset-backed securities

     4,193        12        —        4,205  

Corporate bonds

     —        —        —        —  

Certificates of deposit

     249        —        (4      245  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total available for sale securities

   $ 71,718      $ 43      $ (2,465    $ 69,296  
  

 

 

    

 

 

    

 

 

    

 

 

 
     Amortized
Cost
     Gross
Unrealized
Gains
     Gross
Unrealized
Losses
     Estimated
Fair
Value
 

December 31, 2017

           

Obligations of states and political subdivisions

   $ 20,545      $ 243      $ (158    $ 20,630  

Government-sponsored mortgage-backed securities

     61,218        41        (1,235      60,024  

Corporate collateralized mortgage obligations

     696        6        —        702  

Asset-backed securities

     4,835        9        (12      4,832  

Corporate bonds

     1,495        21        —        1,516  

Certificates of deposit

     1,246        5        —        1,251  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total available for sale securities

   $ 90,035      $ 325      $ (1,405    $ 88,955  
  

 

 

    

 

 

    

 

 

    

 

 

 
     Amortized
Cost
     Gross
Unrealized
Gains
     Gross
Unrealized
Losses
     Estimated
Fair
Value
 

December 31, 2016

           

Obligations of states and political subdivisions

   $ 21,872      $ 316      $ (224    $ 21,964  

Government-sponsored mortgage-backed securities

     66,041        61        (1,153      64,949  

Corporate collateralized mortgage obligations

     1,254        4        (4      1,254  

Asset-backed securities

     5,623        —        (99      5,524  

Corporate bonds

     1,495        3        —        1,498  

Certificates of deposit

     1,244        25        —        1,269  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total available for sale securities

   $ 97,529      $ 409      $ (1,480    $ 96,458  
  

 

 

    

 

 

    

 

 

    

 

 

 

Fair values of securities are estimated based on financial models or prices paid for similar securities. It is possible interest rates could change considerably, resulting in a material change in estimated fair value.

 

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PYRAMAX BANK, FSB

NOTES TO FINANCIAL STATEMENTS

Six Months Ended June 30, 2018 and June 30, 2017 (unaudited) and

Years Ended December 31, 2017 and 2016

(In thousands)

 

NOTE 3 — Available for Sale Securities – (continued)

 

The following table presents the portion of the Bank’s portfolio which has gross unrealized losses, reflecting the length of time that individual securities have been in a continuous unrealized loss position:

 

     Less Than 12 Months     12 Months or More     Total  
     Fair
Value
     Unrealized
Losses
    Fair
Value
     Unrealized
Losses
    Fair
Value
     Unrealized
Losses
 

June 30, 2018 (unaudited)

               

Obligations of states and political subdivisions

   $ 3,109      $ (48   $ 5,332      $ (229   $ 8,441      $ (277

Government-sponsored mortgage-backed securities

     20,241        (518     32,451        (1,666     52,692        (2,184

Corporate collateralized mortgage obligations

     194        —       —        —       194        —  

Asset-backed securities

     243        —       —        —       243        —  

Certificates of deposit

     245        (4     —        —       245        (4
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total available for sale securities

   $ 24,032      $ (570   $ 37,783      $ (1,895   $ 61,815      $ (2,465
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 
     Less Than 12 Months     12 Months or More     Total  
     Fair
Value
     Unrealized
Losses
    Fair
Value
     Unrealized
Losses
    Fair
Value
     Unrealized
Losses
 

December 31, 2017

               

Obligations of states and political subdivisions

   $ 1,435      $ (18   $ 5,866      $ (140   $ 7,301      $ (158

Government-sponsored mortgage-backed securities

     18,507        (131     36,176        (1,104     54,683        (1,235

Corporate collateralized mortgage obligations

     8        —       —        —       8        —  

Asset-backed securities

     —        —       936        (12     936        (12

Certificates of deposit

     249        —       —        —       249        —  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total available for sale securities

   $ 20,199      $ (149   $ 42,978      $ (1,256   $ 63,177      $ (1,405
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 
     Less Than 12 Months     12 Months or More     Total  
     Fair
Value
     Unrealized
Losses
    Fair
Value
     Unrealized
Losses
    Fair
Value
     Unrealized
Losses
 

December 31, 2016

               

Obligations of states and political subdivisions

   $ 7,509      $ (212   $ 407      $ (12   $ 7,916      $ (224

Government-sponsored mortgage-backed securities

     57,180        (1,153     —        —       57,180        (1,153

Corporate collateralized mortgage obligations

     355        (2     456        (2     811        (4

Asset-backed securities

     —        —       5,524        (99     5,524        (99

Certificates of deposit

     —        —       —        —       —        —  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total available for sale securities

   $ 65,044      $ (1,367   $ 6,387      $ (113   $ 71,431      $ (1,480
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

At June 30, 2018 and December 31, 2017 respectively, the bank had 57 and 48 debt securities with unrealized losses with aggregate depreciation of 4% and 2% from the Bank’s amortized cost basis. These unrealized losses relate principally to the changes in interest rates and are not caused by 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 to hold debt securities for the foreseeable future, no declines are deemed to be other than temporary.

 

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PYRAMAX BANK, FSB

NOTES TO FINANCIAL STATEMENTS

Six Months Ended June 30, 2018 and June 30, 2017 (unaudited) and

Years Ended December 31, 2017 and 2016

(In thousands)

 

NOTE 3 — Available for Sale Securities – (continued)

 

The amortized cost and fair value of available for sale securities by contractual maturity are shown below. Expected maturities will differ from contractual maturities in mortgage-backed securities since the anticipated maturities are not readily determinable. Therefore, these securities are not included in the maturity categories in the following maturity summary listed below:

 

     June 30, 2018
(unaudited)
 
     Amortized
Cost
     Fair
Value
 

Due in one year or less

   $ 1,984      $ 1,982  

Due after one year through 5 years

     6,448        6,292  

Due after 5 years through 10 years

     3,500        3,402  

Due after 10 years

     —        —  
  

 

 

    

 

 

 

Subtotal

     11,932        11,676  

Mortgage-backed securities

     55,593        53,415  

Asset-backed securities

     4,193        4,205  
  

 

 

    

 

 

 

Total

   $ 71,718      $ 69,296  
  

 

 

    

 

 

 
     December 31, 2017  
     Amortized
Cost
     Fair
Value
 

Due in one year or less

   $ 368      $ 370  

Due after one year through 5 years

     12,280        12,386  

Due after 5 years through 10 years

     8,586        8,577  

Due after 10 years

     2,052        2,064  
  

 

 

    

 

 

 

Subtotal

     23,286        23,397  

Mortgage-backed securities

     61,914        60,726  

Asset-backed securities

     4,835        4,832  
  

 

 

    

 

 

 

Total

   $ 90,035      $ 88,955  
  

 

 

    

 

 

 

The following is a summary of the proceeds from sales of securities available for sale, as well as gross gains and losses, for the periods ended June 30, 2018 and 2017 and the years ended December 31, 2017 and 2016, respectively:

 

     Six Months ended June 30,      Years ended December 31,  
     2018      2017      2017      2016  
     (unaudited)         

Proceeds from sale of securities

   $ 14,392      $ —      $ —      $ 8,860  

Gross gains

     137        —        —        159  

Gross losses

     (70      —        —        —  

As of June 30, 2018, approximately $12,393 of securities were pledged.

There were no securities were pledged as of December 31, 2017 and 2016.

 

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PYRAMAX BANK, FSB

NOTES TO FINANCIAL STATEMENTS

Six Months Ended June 30, 2018 and June 30, 2017 (unaudited) and

Years Ended December 31, 2017 and 2016

(In thousands)

 

NOTE 4 — Loans

Major classifications of loans are as follows:

 

     June 30,
2018
     December 31,
2017
     December 31,
2016
 
 
     (unaudited)                

Commercial:

        

Real estate

   $ 182,695      $ 156,991      $ 144,093  

Land development

     2,638        2,687        1,508  

Other

     32,540        19,715        14,505  

Residential real estate:

        

Residential real estate – first mortgage

     105,831        106,120        103,900  

Residential real estate construction

     4,959        3,358        4,619  

Consumer:

        

Home equity and lines of credit

     39,770        42,344        45,162  

Other

     2,140        2,495        1,225  
  

 

 

    

 

 

    

 

 

 

Subtotal

     370,573        333,710        315,012  

Net deferred loan fees

     540        589        519  

Allowance for loan losses

     (3,092      (3,093      (3,008
  

 

 

    

 

 

    

 

 

 

Net loans

   $ 368,021      $ 331,206      $ 312,523  
  

 

 

    

 

 

    

 

 

 

Deposit accounts in an overdrawn position and reclassified as loans approximated $26 as of June 30, 2018 and approximately $102 and $75 at December 31, 2017 and 2016, respectively.

 

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PYRAMAX BANK, FSB

NOTES TO FINANCIAL STATEMENTS

Six Months Ended June 30, 2018 And June 30, 2017 (unaudited) and

Years Ended December 31, 2017 and 2016

(In thousands)

 

NOTE 4 — Loans – (continued)

 

A summary of the activity in the allowance for loan losses by portfolio segment is as follows:

 

     Commercial      Residential      Consumer      Total  

June 30, 2018 (unaudited)

           

Beginning balance

   $ 1,369      $ 1,246      $ 478      $ 3,093  

Provision for loan losses

     —        —        —        —  

Loans charged off

     —        —        (34      (34

Recoveries of loans previously charged off

     12        3        18        33  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total ending allowance balance

   $ 1,381      $ 1,249      $ 462      $ 3,092  
  

 

 

    

 

 

    

 

 

    

 

 

 

June 30, 2017 (unaudited)

           

Beginning balance

   $ 1,345      $ 1,224      $ 439      $ 3,008  

Provision for loan losses

     —        —        —        —  

Loans charged off

     —        —        (8      (8

Recoveries of loans previously charged off

     11        5        32        48  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total ending allowance balance

   $ 1,356      $ 1,229      $ 463      $ 3,048  
  

 

 

    

 

 

    

 

 

    

 

 

 

December 31, 2017

           

Beginning balance

   $ 1,345      $ 1,224      $ 439      $ 3,008  

Provision for loan losses

     —        —        —        —  

Loans charged off

     —        —        (37      (37

Recoveries of loans previously charged off

     24        22        76        122  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total ending allowance balance

   $ 1,369      $ 1,246      $ 478      $ 3,093  
  

 

 

    

 

 

    

 

 

    

 

 

 

December 31, 2016

           

Beginning balance

   $ 1,414      $ 1,262      $ 411      $ 3,087  

Provision for loan losses

     —        —        —        —  

Loans charged off

     (114      (89      (113      (316

Recoveries of loans previously charged off

     45        51        141        237  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total ending allowance balance

   $ 1,345      $ 1,224      $ 439      $ 3,008  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

F-17


Table of Contents

PYRAMAX BANK, FSB

NOTES TO FINANCIAL STATEMENTS

Six Months Ended June 30, 2018 and June 30, 2017 (unaudited) and

Years Ended December 31, 2017 and 2016

(In thousands)

 

NOTE 4 — Loans – (continued)

 

Information about how loans were evaluated for impairment and the related allowance for loan losses follows:

 

     Commercial      Residential      Consumer      Total  

June 30, 2018 (unaudited)

           

Loans:

           

Individually evaluated for impairment

   $ 328      $ 1,146      $ 373      $ 1,847  

Collectively evaluated for impairment

     217,545        109,644        41,537        368,726  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total loans

   $ 217,873      $ 110,790      $ 41,910      $ 370,573  
  

 

 

    

 

 

    

 

 

    

 

 

 

Allowance for loan losses:

           

Individually evaluated for impairment

   $ —      $ 6      $ 194      $ 200  

Collectively evaluated for impairment

     1,381        1,243        268        2,892  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total allowance for loan losses

   $ 1,381      $ 1,249      $ 462      $ 3,092  
  

 

 

    

 

 

    

 

 

    

 

 

 

December 31, 2017

           

Loans:

           

Individually evaluated for impairment

   $ 2,529      $ 1,888      $ —      $ 4,417  

Collectively evaluated for impairment

     176,864        107,590        44,839        329,293  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total loans

   $ 179,393      $ 109,478      $ 44,839      $ 333,710  
  

 

 

    

 

 

    

 

 

    

 

 

 

Allowance for loan losses:

           

Individually evaluated for impairment

   $ —      $ 230      $ —      $ 230  

Collectively evaluated for impairment

     1,369        1,016        478        2,863  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total allowance for loan losses

   $ 1,369      $ 1,246      $ 478      $ 3,093  
  

 

 

    

 

 

    

 

 

    

 

 

 

December 31, 2016

           

Loans:

           

Individually evaluated for impairment

   $ 4,713      $ 1,640      $ 199      $ 6,552  

Collectively evaluated for impairment

     155,393        106,878        46,189        308,460  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total loans

   $ 160,106      $ 108,518      $ 46,388      $ 315,012  
  

 

 

    

 

 

    

 

 

    

 

 

 

Allowance for loan losses:

           

Individually evaluated for impairment

   $ 36      $ 112      $ 164      $ 312  

Collectively evaluated for impairment

     1,309        1,112        275        2,696  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total allowance for loan losses

   $ 1,345      $ 1,224      $ 439      $ 3,008  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

F-18


Table of Contents

PYRAMAX BANK, FSB

NOTES TO FINANCIAL STATEMENTS

Six Months Ended June 30, 2018 and June 30, 2017 (unaudited) and

Years Ended December 31, 2017 and 2016

(In thousands)

 

NOTE 4 — Loans – (continued)

 

Information regarding impaired loans follows:

 

     Recorded
Investment
     Principal
Balance
     Related
Allowance
     Average
Investment
     Interest
Recognized
 

June 30, 2018 (unaudited)

              

Loans with no related allowance for loan losses:

              

Commercial

              

Commercial real estate

   $ 303      $ 303      $ —        $ 303      $ —  

Land development

     25        32        —          27        —  

Residential real estate and consumer

              

Residential real estate—First mortgage

     1,055        1,535        —          965        2  

Home equity lines of credit

     138        333      —          141        —  

Other consumer

     1        142      —          2        —  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total loans with no related allowance

     1,522        2,345      —          1,438        2  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Loans with related allowance for loan losses:

              

Residential Real estate and consumer

              

Residential real estate—First mortgage

     91        91        6        45        —  

Home equity lines of credit

     234        249        194        214        —  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     325        340        200        259        —  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Grand totals

   $ 1,847      $ 2,685      $ 200      $ 1,697      $ 2  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

December 31, 2017

              

Loans with no related allowance for loan losses:

              

Commercial

              

Commercial real estate

   $ 2,024      $ 2,024      $ —        $ 2,192      $ 148  

Land development

     303        303        —          303        —  

Other

     202        202        —          138        3  

Residential real estate and consumer

              

Residential real estate—First mortgage

     1,510        1,785        —          1,838        89  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total loans with no related allowance

     4,039        4,314      —          4,471        240  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Loans with related allowance for loan losses:

              

Residential Real estate and consumer

              

Residential real estate—First mortgage

     378        392        230        394        15  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     378        392        230        394        15  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Grand totals

   $ 4,417      $ 4,706      $ 230      $ 4,865      $ 255  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

December 31, 2016

              

Loans with no related allowance for loan losses:

              

Commercial

              

Commercial real estate

   $ 3,518      $ 3,518      $ —        $ 3,486      $ 226  

Land development

     479        624        —          682        —  

Other

     679        718        —          832        17  

Residential real estate and consumer

              

Residential real estate – First mortgage

     1,529        1,978        —          1,691        63  

Home equity and lines of credit

     35        57      —          209        10  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total loans with no related allowance

     6,240        6,895      —          6,900        316  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Loans with related allowance for loan losses:

              

Commercial other

     36        68        36        72        —  

Residential Real estate – First mortgage

     112        112        112        189        —  

Home equity and lines of credit

     164        183        164        82        —  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     312        363        312        343        —  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Grand totals

   $ 6,552      $ 7,258      $ 312      $ 7,243      $ 316  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

F-19


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PYRAMAX BANK, FSB

NOTES TO FINANCIAL STATEMENTS

Six Months Ended June 30, 2018 and June 30, 2017 (unaudited) and

Years Ended December 31, 2017 and 2016

(In thousands)

 

NOTE 4 —   Loans – (continued)

 

There were no additional funds committed to impaired loans as of June 30, 2018, and December 31, 2017 and 2016, respectively.

The Bank regularly evaluates various attributes of loans to determine the appropriateness of the allowance for loan losses. The credit quality indicators monitored differ depending on the class of loan.

“Pass” ratings are assigned to loans with adequate collateral and debt service ability such that collectability of the contractual loan payments is highly probable.

“Watch / Special mention” ratings are assigned to loans where management has some concern that the collateral or debt service ability may not be adequate, though the collectability of the contractual loan payments is still probable.

“Substandard” ratings are assigned to loans that do not have adequate collateral and/or debt service ability such that collectability of the contractual loan payments is no longer probable.

“Doubtful” ratings are assigned to loans that do not have adequate collateral and/or debt service ability, and collectability of the contractual loan payments is unlikely.

Information regarding the credit quality indicators most closely monitored for commercial loans by class follows:

 

     Pass      Watch/
Special
Mention
     Substandard      Doubtful      Totals  

June 30, 2018 (unaudited)

              

Real Estate

   $ 173,420      $ 8,320      $ 955      $ —        $ 182,695  

Land development

     2,335        —          303        —          2,638  

Other

     26,938        5,602        —          —          32,540  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Totals

   $ 202,693      $ 13,922      $ 1,258      $ —        $ 217,873  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

December 31, 2017

              

Real Estate

   $ 144,763      $ 9,786      $ 2,442      $ —        $ 156,991  

Land development

     2,384        —          303        —          2,687  

Other

     14,505        5,178        32        —          19,715  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Totals

   $ 161,652      $ 14,964      $ 2,777      $ —        $ 179,393  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

December 31, 2016

              

Real Estate

   $ 124,511      $ 16,239      $ 3,343      $ —        $ 144,093  

Land development

     973        55        480        —          1,508  

Other

     11,773        2,021        711        —          14,505  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Totals

   $ 137,257      $ 18,315      $ 4,534      $ —        $ 160,106  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Residential real estate and consumer loans are generally evaluated based on whether or not the loan is performing according to the contractual terms of the loan.

 

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Table of Contents

PYRAMAX BANK, FSB

NOTES TO FINANCIAL STATEMENTS

Six Months Ended June 30, 2018 and June 30, 2017 (unaudited) and

Years Ended December 31, 2017 and 2016

(In thousands)

 

NOTE 4 — Loans – (continued)

 

Information regarding the credit quality indicators most closely monitored for residential real estate and consumer loans by class follows:

 

     Performing      Non
Performing
     Total  

June 30, 2018 (unaudited)

        

Residential real estate—First mortgage

   $ 104,686      $ 1,145      $ 105,831  

Residential real estate—Construction

     4,959        —        4,959  

Consumer—Home equity

     39,399        371        39,770  

Consumer—Other

     2,139        1        2,140  
  

 

 

    

 

 

    

 

 

 

Total

   $ 151,183      $ 1,517      $ 152,700  
  

 

 

    

 

 

    

 

 

 
     Performing      Non
Performing
     Total  

December 31, 2017

        

Residential real estate—First mortgage

   $ 105,083      $ 1,037      $ 106,120  

Residential real estate—Construction

     3,358        —        3,358  

Consumer—Home equity

     41,819        525        42,344  

Consumer—Other

     2,493        2        2,495  
  

 

 

    

 

 

    

 

 

 

Total

   $ 152,753      $ 1,564      $ 154,317  
  

 

 

    

 

 

    

 

 

 
     Performing      Non
Performing
     Total  

December 31, 2016

        

Residential real estate—First mortgage

   $ 101,818      $ 2,082      $ 103,900  

Residential real estate—Construction

     4,619        —        4,619  

Consumer—Home equity

     44,678        484        45,162  

Consumer—Other

     1,221        4        1,225  
  

 

 

    

 

 

    

 

 

 

Total

   $ 152,336      $ 2,570      $ 154,906  
  

 

 

    

 

 

    

 

 

 

 

F-21


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PYRAMAX BANK, FSB

NOTES TO FINANCIAL STATEMENTS

Six Months Ended June 30, 2018 and June 30, 2017 (unaudited) and

Years Ended December 31, 2017 and 2016

(In thousands)

 

NOTE 4 —   Loans – (continued)

 

Loan aging information follows:

 

     Current
Loans
     Loans
Past Due 30-89
Days
     Loans
Past Due
90+ Days
     Total
Loans
     Nonaccrual
Loans
 

June 30, 2018 (unaudited)

              

Residential real estate loans

              

First mortgages

   $ 104,632      $ 906      $ 293      $ 105,831      $ 1,145  

Construction

     4,959        —          —          4,959        —    

Commercial loans

              

Real estate

     182,240        152        303        182,695        303  

Land

     2,638        —          —          2,638        —    

Other

     32,540        —          —          32,540        25  

Consumer loans

              

Home equity

     39,637        53        80        39,770        372  

Other consumer

     2,135        3        2        2,140        2  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Grand total loans

   $ 368,781      $ 1,114      $ 678      $ 370,573      $ 1,847  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

December 31, 2017

              

Residential real estate loans

              

First mortgages

   $ 103,908      $ 2,156      $ 56      $ 106,120      $ 1,128  

Construction

     3,358        —          —          3,358        —    

Commercial loans

              

Real estate

     156,985        6        —          156,991        —    

Land

     2,384        —          303        2,687        303  

Other

     19,715        —          —          19,715        32  

Consumer loans

              

Home equity

     41,694        526        124        42,344        420  

Other consumer

     2,483        11        1        2,495        4  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Grand total loans

   $ 330,527      $ 2,699      $ 484      $ 333,710      $ 1,887  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

December 31, 2016

              

Residential real estate loans

              

First mortgages

   $ 101,713      $ 1,789      $ 398      $ 103,900      $ 1,681  

Construction

     4,619        —          —          4,619        —    

Commercial loans

              

Real estate

     143,724        369        —          144,093        —    

Land

     1,029        —          479        1,508        479  

Other

     14,505        —          —          14,505        347  

Consumer loans

              

Home equity

     44,792        336        34        45,162        484  

Other consumer

     1,225        —          —          1,225        5  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Grand total loans

   $ 311,607      $ 2,494      $ 911      $ 315,012      $ 2,996  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

There are no loans 90 or more days past due and accruing interest as of June 30, 2018, or December 31, 2017 or 2016.

Management regularly monitors impaired loan relationships. In the event facts and circumstances change, an additional provision for loan losses may be necessary.

 

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PYRAMAX BANK, FSB

NOTES TO FINANCIAL STATEMENTS

Six Months Ended June 30, 2018 and June 30, 2017 (unaudited) and

Years Ended December 31, 2017 and 2016

(In thousands)

 

NOTE 4 — Loans – (continued)

 

Nonperforming loans are as follows:

 

As of June 30, 2018 (unaudited)

      

Nonaccrual loans, other than troubled debt restructurings

   $ 1,152  

Nonaccrual loans, troubled debt restructurings

     695  
  

 

 

 

Total nonperforming loans (NPLs)

   $ 1,847  
  

 

 

 

Restructured loans, accruing

   $ 578  
  

 

 

 

 

As of December 31

   2017      2016  

Nonaccrual loans, other than troubled debt restructurings

   $ 1,058      $ 2,063  

Nonaccrual loans, troubled debt restructurings

     829        932  
  

 

 

    

 

 

 

Total nonperforming loans (NPLs)

   $ 1,887      $ 2,995  
  

 

 

    

 

 

 

Restructured loans, accruing

   $ 729      $ 822  
  

 

 

    

 

 

 

There were no new TDRs during the six months ended June 30, 2018 and no new TDRs during 2017 and 2016.

The Bank considers a troubled debt restructuring in default if it becomes past due more than 90 days. No troubled debt restructurings defaulted during the first six months of 2018. No troubled debt restructurings defaulted within 12 months of their modification date during the years ended December 31, 2017 and 2016.

NOTE 5 — Premises and Equipment

Premises and equipment are stated at cost less accumulated depreciation and are summarized as follows:

 

     As of
June 30, 2018
(unaudited)
     As of December 31,  
     2017      2016  

Land

   $ 1,408      $ 1,408      $ 1,408  

Buildings

     9,217        9,341        10,185  

Leasehold improvements

     428        661        640  

Furniture and equipment

     6,451        6,122        5,912  
  

 

 

    

 

 

    

 

 

 

Totals

     17,504        17,532        18,145  
  

 

 

    

 

 

    

 

 

 

Less: Accumulated depreciation

     9,903        9,871        9,220  
  

 

 

    

 

 

    

 

 

 

Premises and equipment, net

   $ 7,601      $ 7,661      $ 8,925  
  

 

 

    

 

 

    

 

 

 

Depreciation expense was $318 and $350 for the periods ended June 30, 2018 and 2017, and $691 and $671 for the years ended December 31, 2017 and 2016, respectively.

During the year ended December 31, 2017, the Bank recognized impairment on a branch building totaling $1,095.

The Bank leases premises from nonrelated entities. Lease expense was $109 and $101 for the six months ended June 30, 2018 and 2017, respectively, and $203 for 2017 and $173 for 2016.

Rent commitments, before considering renewal options that are present, are as follows as of June 30, 2018:

 

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PYRAMAX BANK, FSB

NOTES TO FINANCIAL STATEMENTS

Six Months Ended June 30, 2018 and June 30, 2017 (unaudited) and

Years Ended December 31, 2017 and 2016

(In thousands)

 

NOTE 5 — Premises and Equipment – (continued)

 

 

2018

   $ 107  

2019

     219  

2020

     81  

2021

     20  
  

 

 

 
   $ 427  
  

 

 

 

Rent commitments, before considering renewal options that are present, are as follows as of December 31, 2017:

 

2018

   $ 214  

2019

     219  

2020

     81  

2021

     20  
  

 

 

 
   $ 534  
  

 

 

 

NOTE 6 — Mortgage Servicing Rights

Loans serviced for others are not included in the balance sheets. The unpaid principal balance of mortgage loans serviced for others totaled $340.9 million as of June 30, 2018 and $355.6 million at December 31, 2017, and $376.7 million at December 31, 2016.

The following is a summary of changes in the balance of mortgage servicing rights for the periods indicated below:

 

     As of
June 30, 2018
(unaudited)
     As of December 31,  
     2017      2016  

Beginning balances

   $ 2,270      $ 2,421      $ 2,476  

Additions

     81        199        439  

Amortization

     (188      (350      (494
  

 

 

    

 

 

    

 

 

 

Ending balances

   $ 2,163      $ 2,270      $ 2,421  
  

 

 

    

 

 

    

 

 

 

Fair value at beginning of the period

   $ 3,158      $ 3,422      $ 3,389  
  

 

 

    

 

 

    

 

 

 

Fair value at the end of the period

   $ 3,008      $ 3,158      $ 3,422  
  

 

 

    

 

 

    

 

 

 

There was no valuation allowance as of June 30, 2018, December 31, 2017 and 2016.

The estimated fair value of mortgage servicing rights was determined using a valuation model that calculates the present value of expected future servicing and ancillary income, net of expected servicing costs. The model incorporates various assumptions such as discount rates, prepayment speeds, and ancillary income and servicing costs. At June 30, 2018 and as of December 31, 2017 and 2016, the model used discount rates ranging from 10% to 15% and prepayment speeds ranging from 9% to 36%, respectively, both of which were based on market data from independent organizations.

The following table shows the estimated future amortization of mortgage servicing rights for the next five years. The projections of amortization expense are based on existing asset balances June 30, 2018 and as of as of December 31, 2017. The actual amortization expense the Bank recognizes in any given period may be significantly different depending on changes in interest rates, market conditions, and regulatory requirements.

 

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PYRAMAX BANK, FSB

NOTES TO FINANCIAL STATEMENTS

Six Months Ended June 30, 2018 and June 30, 2017 (unaudited) and

Years Ended December 31, 2017 and 2016

(In thousands)

 

NOTE 6 — Mortgage Servicing Rights - (continued)

 

 

     As of
June 30, 2018
(unaudited)
     As of
December 31,
2017
 

2018

   $ 228      $ 479  

2019

     429        450  

2020

     400        420  

2021

     372        390  

2022

     341        358  

2023

     281        173  

Thereafter

     112       
  

 

 

    

 

 

 

Total

   $ 2,163      $ 2,270  
  

 

 

    

 

 

 

NOTE 7— Deposits

The composition of deposits are as follows:

 

     June 30, 2018
(unaudited)
     December 31,  
     2017      2016  

Non-interest bearing checking

   $ 56,851      $ 62,817      $ 57,092  

Interest bearing checking

     27,042        26,649        27,237  

Money market

     64,670        55,016        57,587  

Statement savings accounts

     57,266        58,566        59,770  

Certificates of deposit

     198,731        186,243        157,196  
  

 

 

    

 

 

    

 

 

 

Total

   $ 404,560      $ 389,291      $ 358,882  
  

 

 

    

 

 

    

 

 

 

Certificates of deposit that meet or exceed the FDIC insurance limit of $250 totaled $14,669 as of June 30, 2018 and $14,892 and $9,264 at December 31, 2017 and 2016, respectively.

The scheduled maturities of certificates of deposit are as follows:

 

     As of
June 30, 2018
(unaudited)
     As of
December 31,
2017
 

2018

   $ 58,272      $ 86,303  

2019

     76,011        42,356  

2020

     55,799        50,518  

2021

     7,093        6,378  

2022

     1,144        684  

Thereafter

     412        4  
  

 

 

    

 

 

 

Total

   $ 198,731      $ 186,243  
  

 

 

    

 

 

 

 

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Table of Contents

PYRAMAX BANK, FSB

NOTES TO FINANCIAL STATEMENTS

Six Months Ended June 30, 2018 and June 30, 2017 (unaudited) and

Years Ended December 31, 2017 and 2016

(In thousands)

 

NOTE 8 — FHLB Advances

FHLB advances consist of the following:

 

     As of June 30, 2018
(unaudited)
     As of December 31,  
                2017      2016  
     Rate   Amount      Rate   Amount      Rates   Amount  

Open line of credit

   2.12%   $ 3,000      0.88%   $ 10,000      0.70%   $ 18,500  

Fixed rate, fixed term advances

   1.13% – 1.50%     24,000      1.13% – 1.50%     24,000      0.88% – 1.41%     29,000  

Advance structured note, payments due

monthly, maturity in February 2030

   7.47%     677      7.47%     693      7.47%     724  
    

 

 

      

 

 

      

 

 

 

Total

     $ 27,677        $ 34,693        $ 48,224  
    

 

 

      

 

 

      

 

 

 

The following is a summary of scheduled maturities of FHLB advances:

 

As of June 30, 2018 (unaudited)

   Weighted
Average Rate
    Amount  

2018

     2.15   $ 3,017  

2019

     1.44     17,036  

2020

     7.47     39  

2021

     1.45     7,042  

2022

     7.47     46  

Thereafter

     7.47     497  
    

 

 

 

Total

     $ 27,677  
    

 

 

 

 

As of December 31, 2017

   Weighted
Average Rate
    Amount  

2018

     0.90   $ 10,034  

2019

     1.25     17,036  

2020

     7.47     39  

2021

     1.45     7,042  

2022

     7.47     46  

Thereafter

     7.47     496  
    

 

 

 

Total

     $ 34,693  
    

 

 

 

Actual maturities may differ from the scheduled principal maturities due to call options on the various advances.

The Bank has a master contract agreement with the FHLB that provides for borrowing up to the lesser of 22.22 times the FHLB stock owned, a determined percentage of the book value of the Bank’s qualifying real estate loans, or a determined percentage of the Bank’s assets. The FHLB provides both fixed and floating rate advances. Floating rates are tied to short-term market rates of interest such as London InterBank Offered Rate (LIBOR), federal funds, or treasury bill rates. FHLB advances are subject to a prepayment penalty if they are repaid prior to maturity. The Bank has pledged approximately $150.6 million at June 30, 2018 and $137.4 million at December 31, 2017, and $206.2 million at December 31, 2016 of qualifying loans. FHLB advances are also secured by $1.8 million at June 30, 2018 and $1.4 million at December 31, 2017 and $2.2 million at December 31, 2016 of FHLB stock owned by the Bank. At June 30, 2018 and at December 31, 2017 and 2016, the Bank’s available and unused portion of this borrowing agreement totaled $0.

NOTE 9 — Employee Benefit Plan

The Bank sponsors a 401(k) profit sharing covering substantially all employees certain age and minimum service requirements. The Bank may then match a discretionary percentage of each eligible participant’s contribution. Matching contributions were $159 and $167 as of June 30, 2018 and 2017 respectively and $355, in 2017 and $339 in 2016.

 

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PYRAMAX BANK, FSB

NOTES TO FINANCIAL STATEMENTS

Six Months Ended June 30, 2018 and June 30, 2017 (unaudited) and

Years Ended December 31, 2017 and 2016

(In thousands)

 

NOTE 10 — Income Taxes

The provision for income taxes included in the accompanying financial statements consists of the following components:

 

     Six months ended June 30,  
     2018      2017  

Current Taxes

     

Federal

   $ —      $ 67  

State

     —        —  
  

 

 

    

 

 

 

Total current

     —        67  
  

 

 

    

 

 

 

Deferred Income Taxes

     

Federal

     (137      70  

State

     (57      31  

Change in valuation allowance

     —        (4,757
  

 

 

    

 

 

 

Total deferred

     (194      (4,656
  

 

 

    

 

 

 

Total income tax (benefit)

   $ (194    $ (4,589
  

 

 

    

 

 

 

 

     Years ended December 31,  
     2017      2016  

Current Taxes

     

Federal

   $ 89      $ —  

State

     —        —  
  

 

 

    

 

 

 

Total current

     89        —  

Deferred Income Taxes

     

Federal

     (678      5  

State

     (178      12  

Adjustment to the net deferred asset for the tax cuts and Job Act

     2,062        —  

Change in valuation allowance

     (4,757      (17
  

 

 

    

 

 

 

Total deferred

     (3,551      —  
  

 

 

    

 

 

 

Total income tax (benefit)

   $ (3,462    $ —  
  

 

 

    

 

 

 

Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

 

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Table of Contents

PYRAMAX BANK, FSB

NOTES TO FINANCIAL STATEMENTS

Six Months Ended June 30, 2018 and June 30, 2017 (unaudited) and

Years Ended December 31, 2017 and 2016

(In thousands)

 

NOTE 10 — Income Taxes – (continued)

The net deferred tax asset in the accompanying balance sheet includes the following amounts of deferred tax assets and liabilities:

 

     June 30,
2018
     December 31,  
     2017      2016  

Deferred Tax Assets

        

Allowance for loan losses

   $ 858      $ 848      $ 1,184  

Deferred compensation

     773        615        968  

Accrued employee benefits

     56        227        102  

Loss carryforwards

     4,271        4,105        5,361  

Unrealized loss on available for sale securities

     653        292        418  

Premises and equipment

     292        274        —    

Other

     406        436        448  
  

 

 

    

 

 

    

 

 

 

Deferred Tax Assets

     7,309        6,797        8,481  
  

 

 

    

 

 

    

 

 

 

Deferred Tax Liabilities

        

Loan fees

     148        161        204  

Premises and equipment

     —        —        91  

Mortgage servicing rights

     593        623        953  

FHLB stock dividends

     42        42        60  
  

 

 

    

 

 

    

 

 

 

Deferred Tax Liabilities

     783        826        1,308  
  

 

 

    

 

 

    

 

 

 

Valuation allowance

     —        —        (4,757
  

 

 

    

 

 

    

 

 

 

Net Deferred Tax Asset

   $ 6,526      $ 5,971      $ 2,416  
  

 

 

    

 

 

    

 

 

 

The Bank has federal loss carryforwards of approximately $13,200 and $12,600 as of June 30, 2018 and December 31, 2017, respectively. These losses begin to expire in 2030. The Bank has state net operating loss carryforwards totaling $23,300 and $22,650 that may be applied against future state taxable income and begin to expire in 2023 and 2021 as of June 30, 2018 and December 31, 2017, respectively.

Deferred tax assets are deferred tax consequences attributable to deductible temporary differences and carryforwards. After the deferred tax asset has been measured using the applicable enacted tax rate and provisions of the enacted tax law, it is then necessary to assess the need for a valuation allowance. A valuation allowance is needed when, based on the weight of the available evidence, it is more likely than not that some portion of the deferred asset will not be realized. As required by generally accepted accounting principles, available evidence is weighted heavily on cumulative losses, with less weight placed on future projected profitability. Realization of the deferred tax asset is dependent on whether there will be sufficient future taxable income of the appropriate character in the period during which deductible temporary differences reverse or within the carryforward periods available under tax law. Management determined there was enough reasonable evidence under current tax laws to reverse the December 31, 2016, valuation allowance of $4,757 in 2017.

Under the Internal Revenue Code and Wisconsin statutes, the Bank is permitted to deduct, for tax years beginning before 1997, an annual addition to a reserve for bad debts. The amount differs from the provision for loan losses recorded for financial accounting purposes. Under prior law, bad debt deductions for income tax purposes were included in taxable income of later years only if the bad debt reserves were used for purposes other than to absorb bad debt losses. Because the Bank did not intend to use the reserve for purposes other than to absorb losses, no deferred income taxes were provided. Retained earnings at June 30, 2018 and December 31, 2017, included approximately $8,315, for which no deferred federal or state income taxes were provided. If, in the future, the Bank no longer qualified as a bank for tax purposes, income taxes of approximately $2,278 would be imposed.

 

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PYRAMAX BANK, FSB

NOTES TO FINANCIAL STATEMENTS

Six Months Ended June 30, 2018 and June 30, 2017 (unaudited) and

Years Ended December 31, 2017 and 2016

(In thousands)

 

NOTE 10 — Income Taxes – (continued)

On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (the “Act”). The Act amends the Internal Revenue Code to reduce corporate tax rates and modify various tax policies, credits, and deductions. The Act reduces the corporate federal tax rate from a maximum of 35% to a flat 21% rate, which is effective for the Bank beginning January 1, 2018. As a result of the tax rate reduction in the Act, the Bank reduced its net deferred tax asset during the year ended December 31, 2017, by $2,062, which was recognized as additional income tax expense.

A summary of the sources of differences between income taxes at the federal statutory rate and the provision (credit) for income taxes follows:

 

     Six months ended June 30,  
     2018     2017  
     Amount      % of Pretax
Income
    Amount      % of Pretax
Income
 

Reconciliation of statutory to effective rates

          

Federal income taxes at statutory rate

   $ (109      21.00   $ 149        34.00

Adjustments for

          

State income taxes, net of federal income tax benefit

     (45      8.12     20        4.57

Increase in CSV of life insurance

     (42      8.70     (71      (16.21 )% 

Change in Valuation Allowance

     —        —       (4,757      (1,086.07 )% 

Other

     2        (0.38 )%      70        15.97
  

 

 

    

 

 

   

 

 

    

 

 

 

Provision (credit) for income taxes

   $ (194      37.44   $ (4,589      (1,047.74 )% 
  

 

 

    

 

 

   

 

 

    

 

 

 
     Years ended December 31,  
     2017     2016  
     Amount      % of Pretax
Income
    Amount      % of Pretax
Income
 

Reconciliation of statutory to effective rates

          

Federal income taxes at statutory rate

   $ (613      34.00   $ 426        34.00

Adjustments for

          

Tax exempt interest on municipal obligations

     —        —       (3      (0.23 )% 

State income taxes, net of federal income tax benefit

     (118      6.54     7        0.56

Increase in CSV of life insurance

     (140      7.76     (152      (12.12 )% 

Adjustment for the Tax Cut and Jobs Act

     2,062        (114.36 )%      —        —  

Change in Valuation Allowance

     (4,757      263.83     (17      (1.36 )% 

Other

     104        (5.76 )%      (261      (20.85 )% 
  

 

 

    

 

 

   

 

 

    

 

 

 

Provision (credit) for income taxes

   $ (3,462      192.01   $ —        —  
  

 

 

    

 

 

   

 

 

    

 

 

 

With few exceptions, the Bank is no longer subject to federal or state examinations by taxing authorities for years before 2013.

 

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PYRAMAX BANK, FSB

NOTES TO FINANCIAL STATEMENTS

Six Months Ended June 30, 2018 and June 30, 2017 (unaudited) and

Years Ended December 31, 2017 and 2016

(In thousands)

 

NOTE 11 — Commitments and Contingencies

In the normal course of business, the Bank may be involved in various legal proceedings. In the opinion of management, any liability resulting from such proceedings would not have a material adverse effect on the Bank’s financial statements. No legal proceedings existed at December 31, 2017.

The Bank is 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 include commitments to extend credit and commitments to sell loans. These instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the balance sheets.

The Bank’s exposure to credit loss is represented by the contractual, or notional, amount of these commitments. The Bank 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 of the Bank.

The contract amounts of credit-related financial instruments at June 30, 2018 and December 31, 2017 and 2016 are summarized below:

 

June 30, 2018    Fixed Rate      Variable Rate      Total  

Commitments to extend credit

   $ 14,849      $ 58,369      $ 73,218  

Standby letters of credit, variable

     —        33        33  

Credit enhancement under the FHLB of Chicago Mortgage Partnership Finance

     560        —        560  

Commitment to sell loans

     5,303        —        5,303  

Overdraft protection program commitments

     4,255        —        4,255  
  

 

 

    

 

 

    

 

 

 

Total

   $ 24,967      $ 58,402      $ 83,369  
  

 

 

    

 

 

    

 

 

 

 

December 31, 2017    Fixed Rate      Variable Rate      Total  

Commitments to extend credit

   $ 8,563      $ 41,204      $ 49,767  

Standby letters of credit, variable

     —        353        353  

Credit enhancement under the FHLB of Chicago Mortgage Partnership Finance

     695        —        695  

Commitment to sell loans

     7,328        —        7,328  

Overdraft protection program commitments

     4,331        —        4,331  
  

 

 

    

 

 

    

 

 

 

Total

   $ 20,917      $ 41,557      $ 62,474  
  

 

 

    

 

 

    

 

 

 

 

December 31, 2016    Fixed Rate      Variable Rate      Total  

Commitments to extend credit

   $ 17,720      $ 44,490      $ 62,211  

Standby letters of credit, variable

     —        343        343  

Credit enhancement under the FHLB of Chicago Mortgage Partnership Finance

     738        —        738  

Commitment to sell loans

     4,656        —        4,656  

Overdraft protection program commitments

     4,657        —        4,657  
  

 

 

    

 

 

    

 

 

 

Total

   $ 27,770      $ 44,833      $ 72,604  
  

 

 

    

 

 

    

 

 

 

 

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PYRAMAX BANK, FSB

NOTES TO FINANCIAL STATEMENTS

Six Months Ended June 30, 2018 and June 30, 2017 (unaudited) and

Years Ended December 31, 2017 and 2016

(In thousands)

 

NOTE 11 — Commitments and Contingencies – (continued)

 

Commitments to extend credit and commitments to sell credits are agreements to lend to a customer at fixed or variable rates as long as there is no violation of any condition established in the contract Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The amount of collateral obtained upon extension of credit is based on management’s credit evaluation of the customer. Collateral held varies but may include accounts receivable; inventory; property, plant, and equipment; real estate; and stocks and bonds.

Standby letters of credit are conditional lending commitments issued by the Bank to guarantee the performance of a customer to a third party. Generally, all standby letters of credit issued have expiration dates within one year. The credit risk involved in issuing standby letters of credit is essentially the same as that involved in extending loan facilities to customers. The Bank generally holds collateral supporting these commitments. Standby letters of credit are not reflected in the financial statements, since recording the fair value of these guarantees would not have a significant impact on the financial statements.

The Bank participates in the FHLB Mortgage Partnership Finance Program (the “Program”). In addition to entering into forward commitments to sell mortgage loans to a secondary market agency, the Bank enters into firm commitments to deliver loans to the FHLB through the Program. Under the Program, loans are funded by the FHLB, and the Bank receives an agency fee reported as a component of gain on sale of loans. The Bank had $2,884 of commitments to deliver loans through the Program as of June 30, 2018 and no firm commitments outstanding to deliver loans through the Program at December 31, 2017. Once delivered to the Program, the Bank provides a contractually agreed-upon credit enhancement and performs servicing of the loans. Under the credit enhancement, the Bank is liable for losses on loans delivered to the Program after application of any mortgage insurance and a contractually agreed-upon credit enhancement provided by the Program subject to an agreed-upon maximum. The Bank receives a fee for this credit enhancement. The Bank records a liability for expected losses in excess of anticipated credit enhancement fees. As of June 30, 2018, and December 31, 2017 and 2016, the Bank had no liability outstanding.

Unfunded commitments under overdraft protection agreements are commitments for possible future extensions of credit to existing customers. These lines of credit may or may not require collateral and may or may not contain a specific maturity date.

NOTE 12 — Concentration of Credit Risk

Financial instruments that potentially subject the Bank to credit risk consist primarily of cash and cash equivalents, investments, and loans. The Bank’s cash and cash equivalents are held in demand accounts with various institutions. The Bank’s investments are held in a variety of interest bearing investments including obligations from the U.S. government and government sponsored agencies and certificates of deposit. Such deposits are generally in excess of insured limits. The Bank has not experienced any historical losses on its deposits of cash and cash equivalents. Practically all of the Bank’s loans and commitments have been granted to customers in the Bank’s market area. Although the Bank has a diversified loan portfolio, the ability of their debtors to honor their contracts is dependent on the economic conditions of the counties surrounding the Bank. The concentration of credit by type of loan is set forth in Note 4.

NOTE 13 — Related-Party Transactions

A summary of loans to directors, executive officers, and their affiliates follows:

 

     June 30,      Years ended
December 31,
 
     2018
(unaudited)
     2017      2016  

Beginning balance

   $ 1,477      $ 2,004      $ 2,271  

New loans

     52        202        141  

Repayments

     (152      (729      (408
  

 

 

    

 

 

    

 

 

 

Ending balance

   $ 1,377      $ 1,477      $ 2,004  
  

 

 

    

 

 

    

 

 

 

Deposits from directors, executive officers, and their affiliates totaled $1,065 as of June 30, 2018 and $926 and $844 at December 31, 2017 and 2016, respectively.

 

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PYRAMAX BANK, FSB

NOTES TO FINANCIAL STATEMENTS

Six Months Ended June 30, 2018 and June 30, 2017 (unaudited) and

Years Ended December 31, 2017 and 2016

(In thousands)

 

NOTE 13 — Related-Party Transactions – (continued)

 

The Bank utilizes the services of law firms in which certain of the Bank’s directors are partners. Fees paid to the firms for the six months ended June 30, 2018 and 2017 were $21 and $41 respectively, and $63 and $45 during the years ended December 31, 2017 and 2016, respectively.

NOTE 14— Fair Value

Accounting standards describe three levels of inputs that may be used to measure fair value (the fair value hierarchy). The level of an asset or liability within the fair value hierarchy is based on the lowest level of input significant to the fair value measurement of that asset or liability.

Following is a brief description of each level of the fair value hierarchy:

Level 1 — Fair value measurement is based on quoted prices for identical assets or liabilities in active markets.

Level 2 — Fair value measurement is based on: (1) quoted prices for similar assets or liabilities in active markets; (2) quoted prices for identical or similar assets or liabilities in markets that are not active; or (3)valuation models and methodologies for which all significant assumptions are or can be corroborated by observable market data.

Level 3 — Fair value measurement is based on valuation models and methodologies that incorporate at least one significant assumption that cannot be corroborated by observable market data. Level 3 measurements reflect the Bank’s estimates about assumptions market participants would use in measuring fair value of the asset or liability.

Some assets and liabilities, such as securities available for sale, are measured at fair value on a recurring basis under accounting principles generally accepted in the United States. Other assets and liabilities, such as impaired loans, may be measured at fair value on a nonrecurring basis.

Following is a description of the Bank’s valuation methodology and significant inputs used for each asset and liability measured at fair value on a recurring or nonrecurring basis, as well as the classification of the asset or liability within the fair value hierarchy.

Available for sale securities — Available for sale securities may be classified as Level 1 or Level 2 measurements within the fair value hierarchy. Level 1 securities include equity securities traded on a national exchange. The fair value measurement of a Level 1 security is based on the quoted price of the security. Level 2 securities include U.S. government and agency securities, obligations of states and political subdivisions, corporate debt securities, and mortgage related securities. The fair value measurement of a Level 2 security is obtained from an independent pricing service and is based on recent sales of similar securities and other observable market data.

Loans — Loans are not measured at fair value on a recurring basis. However, loans considered to be impaired may be measured at fair value on a nonrecurring basis. The fair value measurement of an impaired loan that is collateral dependent is based on the fair value of the underlying collateral. Independent appraisals are obtained that utilize one or more valuation methodologies-typically they will incorporate a comparable sales approach and an income approach. Management routinely evaluates the fair value measurements of independent appraisers and adjusts those valuations based on differences noted between actual selling prices of collateral and the most recent appraised value. Such adjustments are usually significant, which results in a Level 3 classification. All other impaired loan measurements are based on the present value of expected future cash flows discounted at the applicable effective interest rate and, thus, are not fair value measurements.

 

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PYRAMAX BANK, FSB

NOTES TO FINANCIAL STATEMENTS

Six Months Ended June 30, 2018 and June 30, 2017 (unaudited) and

Years Ended December 31, 2017 and 2016

(In thousands)

 

NOTE 14 — Fair Value – (continued)

 

Assets measured at fair value on a recurring basis are summarized below:

 

     Recurring Fair Value Measurements Using  
     Quoted Prices
in Active
Markets for
Identical
Instruments
(Level 1)
     Significant
Other
Observable
Inputs
(Level 2)
     Significant
Unobservable
Inputs (Level 3)
     Total  

As of June 30, 2018 (unaudited)

 

Assets:

 

Available for sale securities:

 

Obligations of states and political subdivisions

   $ —        $ 11,431      $ —        $ 11,431  

Government-sponsored mortgage-backed securities

     —          52,910        —          52,910  

CMO

     —          505        —          505  

Asset-backed securities

     —          4,205        —          4,205  

Certificates of deposit

     —          245        —          245  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ —        $ 69,296      $ —        $ 69,296  
  

 

 

    

 

 

    

 

 

    

 

 

 

As of December 31, 2017

           

Assets:

           

Available for sale securities:

           

Obligations of states and political subdivisions

   $ —        $ 20,630      $ —        $ 20,630  

Government-sponsored mortgage-backed securities

     —          60,024        —          60,024  

CMO

     —          702        —          702  

Asset-backed securities

     —          4,832        —          4,832  

Certificates of deposit

     —          1,516        —          1,516  

Corporate bonds

     —          1,251        —          1,251  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ —        $ 88,955      $ —        $ 88,955  
  

 

 

    

 

 

    

 

 

    

 

 

 

As of December 31, 2016

           

Assets:

           

Available for sale securities:

           

Obligations of states and political subdivisions

   $ —        $ 21,964      $ —        $ 21,964  

Government-sponsored mortgage-backed securities

     —          64,949        —          64,949  

CMO

        1,254           1,254  

Asset-backed securities

     —          5,524        —          5,524  

Certificates of deposit

     —          1,269        —          1,269  

Corporate bonds

     —          1,498        —          1,498  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ —        $ 96,458      $ —        $ 96,458  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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PYRAMAX BANK, FSB

NOTES TO FINANCIAL STATEMENTS

Six Months Ended June 30, 2018 and June 30, 2017 (unaudited) and

Years Ended December 31, 2017 and 2016

(In thousands)

 

NOTE 14 — Fair Value – (continued)

 

Information regarding the fair value of assets measured at fair value on a nonrecurring basis follows:

 

     Recurring Fair Value Measurements Using  
     Quoted Prices in
Active Markets
for Identical
Instruments
(Level 1)
     Significant Other
Observable Inputs
(Level 2)
     Significant Other
Unobservable
Inputs
(Level 3)
     Total  

As of June 30, 2018 (unaudited)

           

Assets:

           

Loans

     —          —        $ 125      $ 125  

As of December 31, 2017

           

Assets:

           

Loans

     —          —        $ 148      $ 148  

As of December 31, 2016

           

Assets:

           

Loans

     —          —          —          —    

Loans with a carrying amount of $325 were considered impaired and written down to their estimated fair value of $125 as of June 30, 2018. As a result, the Bank recognized a specific valuation allowance against these impaired loans totaling $200 as of June 30, 2018. Loans with a carrying amount of $378 were considered impaired and were written down to their estimated fair value of $148 as of December 31, 2017. As a result, the Bank recognized a specific valuation allowance against these impaired loans totaling $230 as of December 31, 2017. Loans with a carrying amount of $311 were considered impaired and were written down to their estimated fair value of $0 as of December 31, 2016. As a result the Bank recognized a specific valuation allowance against these impaired loans totaling $311.

The following presents quantitative information about nonrecurring Level 3 fair value measurements:

 

     Fair
Value
     Valuation Technique      Unobservable Input(s)      Range/
Weighted
Average
 

As of June 30, 2018 (unaudited)

           

Impaired loans

   $ 125       


Market
and/or
income
approach
 
 
 
 
    

Management discount

on appraised values

 

 

     10% - 20%  

As of December 31, 2017

           

Impaired loans

   $ 148       


Market
and/or
income
approach
 
 
 
 
    

Management discount

on appraised values

 

 

     10% - 20%  

As of December 31, 2016

           

Impaired loans

   $       


Market
and/or
income
approach
 
 
 
 
    

Management discount

on appraised values

 

 

     10% - 20%  

The Bank estimates fair value of all financial instruments regardless of whether such instruments are measured at fair value. The following methods and assumptions were used by the Bank to estimate fair value of financial instruments not previously discussed.

Cash and cash equivalents — Fair value approximates the carrying value.

Loans held for sale — Fair value is based on commitments on hand from investors or prevailing market prices.

Loans — Fair value of variable rate loans that reprice frequently is based on carrying values. Fair value of other loans is estimated by discounting future cash flows using current rates at which similar loans would be made to borrowers with similar credit ratings. Fair value of impaired and other nonperforming loans is estimated using discounted expected future cash flows or the fair value of the underlying collateral, if applicable.

 

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PYRAMAX BANK, FSB

NOTES TO FINANCIAL STATEMENTS

Six Months Ended June 30, 2018 and June 30, 2017 (unaudited) and

Years Ended December 31, 2017 and 2016

(In thousands)

 

NOTE 14 — Fair Value – (continued)

 

FHLB stock — Fair value is the redeemable (carrying) value based on the redemption provisions of the Federal Home Loan Bank.

Accrued interest receivable and payable — Fair value approximates the carrying value.

Cash value of life insurance — Fair value is based on reported values of the assets.

Deposits and advance payments by borrowers for taxes and insurance — Fair value of deposits with no stated maturity, such as demand deposits, savings, and money market accounts, including advance payments by borrowers for taxes and insurance, by definition, is the amount payable on demand on the reporting date. Fair value of fixed rate time deposits is estimated using discounted cash flows applying interest rates currently being offered on similar time deposits.

FHLB Advances — Fair value of fixed rate, fixed term borrowings is estimated by discounting future cash flows using the current rates at which similar borrowings would be made. Fair value of borrowings with variable rates or maturing within 90 days approximates the carrying value of those borrowings.

The carrying value and estimated fair value of financial instruments follow:

 

     June 30, 2018 (unaudited)  
     Carrying
Value
     Level 1      Level 2      Level 3  

Financial assets:

           

Cash and cash equivalents

   $ 7,995      $ 7,995      $ —        $ —  

Available for sale securities

     69,296        —        69,296        —  

Loans held for sale

     1,170        —        1,170        —  

Loans

     368,021        —        —        361,189  

Accrued interest receivable

     1,144        1,144        —        —  

Cash value of life insurance

     13,931        —        —        13,931  

FHLB stock

     1,818        —        —        1,818  

Financial liabilities:

           

Deposits

     404,560        205,829        —        197,133  

Advance payments by borrowers for taxes and insurance

     7,367        7,367        —        —  

FHLB advances

     27,677        —           27,047  

Accrued interest payable

   $ 346      $ 346      $ —      $ —  

 

 

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Table of Contents

PYRAMAX BANK, FSB

NOTES TO FINANCIAL STATEMENTS

Six Months Ended June 30, 2018 and June 30, 2017 (unaudited) and

Years Ended December 31, 2017 and 2016

(In thousands)

 

NOTE 14 —   Fair Value – (continued)

 

 

     December 31, 2017  
     Carrying
Value
     Level 1      Level 2      Level 3  

Financial assets:

           

Cash and cash equivalents

   $ 12,497      $ 12,497      $  —        $  —    

Available for sale securities

     88,995        —          88,955        —    

Loans held for sale

     217        —          217        —    

Loans

     331,206        —          —          328,526  

Accrued interest receivable

     1,214        1,214        —          —    

Cash value of life insurance

     13,732        —          —          13,732  

FHLB stock

     1,436        —          —          1,436  

Financial liabilities:

           

Deposits

     389,291        203,048        —          185,758  

Advance payments by borrowers for taxes and insurance

     385        385        —          —    

FHLB advances

     34,693        —          —          34,229  

Accrued interest payable

   $ 340      $ 340      $  —        $  —    
     December 31, 2016  
     Carrying
Value
     Level 1      Level 2      Level 3  

Financial assets:

           

Cash and cash equivalents

   $ 7,779      $ 7,779      $  —        $  —    

Available for sale securities

     96,458        —          96,458        —    

Loans held for sale

     479        —          479        —    

Loans

     312,523        —          —          309,443  

Accrued interest receivable

     1,163        1,163        —          —    

Cash value of life insurance

     13,321        —          —          13,321  

FHLB stock

     2,170        —          —          2,170  

Financial liabilities:

           

Deposits

     358,882        201,686        —          156,394  

Advance payments by borrowers for taxes and insurance

     1,297        1,297        —          —    

FHLB advances

     48,224        —          —          47,826  

Accrued interest payable

   $ 276      $ 276      $  —        $  —    

 

 

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PYRAMAX BANK, FSB

NOTES TO FINANCIAL STATEMENTS

Six Months Ended June 30, 2018 and June 30, 2017 (unaudited) and

Years Ended December 31, 2017 and 2016

(In thousands)

 

NOTE 14 — Fair Value – (continued)

 

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 on quoted market prices. However, in many instances, there are no quoted market prices for the Bank’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 Bank.

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 Bank’s entire holdings of a particular instrument. Because no market exists for a significant portion of the Bank’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 sheets. 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.

NOTE 15 — Equity and Regulatory Matters

The Bank is subject to various regulatory capital requirements administered by federal and state banking agencies.

Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of Common Equity Tier 1, Tier 1, and Total capital to risk-weighted assets and of Tier 1 capital to average assets. It is management’s opinion, as of June 30 2018 and as of December 31, 2017, that the Bank met all applicable capital adequacy requirements.

As of June 30 2018 and as of December 31, 2017, the Bank is categorized as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum regulatory capital ratios as set forth in the table. There are no conditions or events since December 31, 2017 that management believes have changed the category.

 

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PYRAMAX BANK, FSB

NOTES TO FINANCIAL STATEMENTS

Six Months Ended June 30, 2018 and June 30, 2017 (unaudited) and

Years Ended December 31, 2017 and 2016

(In thousands)

 

NOTE 15 — Equity and Regulatory Matters – (continued)

 

The Bank’s actual capital amounts and ratios are presented in the following tables:

 

     Actual     For Capital Adequacy
Purposes
    To Be Well Capitalized
Under Prompt Corrective
Action Provisions
 

(Dollars in Thousands)

   Amount      Ratio     Amount      Ratio     Amount      Ratio  

June 30, 2018 (unaudited):

               

Leverage (Tier 1)

   $ 35,552        7.5   $ 19,064        4.0   $ 23,830        5.0

Risk Based:

               

Common Tier 1

     35,552        9.7       16,489        4.5       23,817        6.5  

Tier 1

     35,552        9.7       21,985        6.0       29,313        8.0  

Total

   $ 38,644        10.5   $ 29,313        8.0   $ 36,641        10.0

December 31, 2017:

               

Leverage (Tier 1)

   $ 34,868        7.4   $ 18,975        4.0   $ 23,719        5.0

Risk Based:

               

Common Tier 1

     34,868        11.1       14,174        4.5       20,473        6.5  

Tier 1

     34,868        11.1       18,898        6.0       25,197        8.0  

Total

   $ 37,961        12.1   $ 25,197        8.0   $ 31,497        10.0

December 31, 2016:

               

Leverage (Tier 1)

   $ 37,158        8.4   $ 17,667        4.0   $ 22,084        5.0

Risk Based:

               

Common Tier 1

     37,158        11.3       14,786        4.5       21,357        6.5  

Tier 1

     37,158        11.3       19,714        6.0       26,286        8.0  

Total

   $ 40,166        12.2   $ 26,286        8.0   $ 32,857        10.0

NOTE 16 — Deferred Compensation

The Bank has obligations to certain retired and active employees and directors under deferred compensation plans. A liability is recorded for the value of the deferred compensation obligations amounting to $2.3 million at June 30, 2018 and $2.2 million and $1.9 million at December 31, 2017 and 2016, respectively. The amounts deferred under the plans are invested in various cash equivalent, bond, and equity security accounts that are maintained in a Rabbi Trust. As of June 30, 2108 and December 31, 2017 and 2016, the balances in the Rabbi Trust accounts was included with other assets and totaled $2.3 million, $2.2 million and $1.9 million, respectively.

The Bank has entered into various salary continuation agreements with key officers. The agreements provide for the payment of specified amounts upon each employee’s retirement or death. The liability outstanding under the agreements was $489 as of June 30, 2018 and $538 at December 31, 2017, and $631 at December 31, 2016. The amount charged to operations was $22 and $24 for the six month periods ended June 30, 2018 and 2017, respectively, and $48 and $85 for the years ended December 31, 2017 and 2016, respectively.

The Bank is the beneficiary of insurance policies on the lives of certain key employees. These policies had a cash value of $13.9 million as of June 30, 2018 and $13.7 million at and $13.3 million at December 31, 2017 and 2016, respectively.

 

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PYRAMAX BANK, FSB

NOTES TO FINANCIAL STATEMENTS

Six Months Ended June 30, 2018 and June 30, 2017 (unaudited) and

Years Ended December 31, 2017 and 2016

(In thousands)

 

NOTE 17 — Subsequent Event

 

On September 5, 2018, the Board of Directors of the Bank adopted a Plan of Reorganization from a Mutual Savings Bank to a Mutual Holding Company and Stock Issuance Plan (the “Plan”). The Plan is subject to the approval of the Board of Governors of the Federal Reserve System and must be approved by the affirmative vote of at least a majority of the total votes eligible to be cast by the voting members of the Bank at a special meeting. Pursuant to the Plan, the Bank proposes to reorganize into a mutual holding company form of ownership. The Bank will convert to a stock savings bank and issue all of its outstanding stock to a new holding company, which will be named 1895 Bancorp of Wisconsin, Inc. Pursuant to the Plan, the new holding company will sell stock to the public, with the total offering value and number of shares of common stock based upon an independent appraiser’s valuation. The stock will be priced at $10.00 per share. In addition, the Bank’s Board of Directors will adopt an employee stock ownership plan (“ESOP”), which will subscribe for up to 3.92% of the common stock of the new holding company to be outstanding upon the completion of the reorganization and stock issuance. 1895 Bancorp of Wisconsin, Inc. will be organized as a corporation under the laws of the United States and will offer 45% of its common stock to be outstanding to the Bank’s eligible members, the ESOP, a community foundation and certain other persons. 1895 Bancorp of Wisconsin, MHC will be organized as a mutual holding company under the laws of the United States and will own 55% of the common stock of 1895 Bancorp of Wisconsin, Inc. to be outstanding upon completion of the reorganization and stock issuance.

The costs of the reorganization and the issuing of the common stock will be deferred and deducted from the sales proceeds of the offering. If the conversion is unsuccessful, all deferred costs will be charged to operations. As of June 30, 2018, no reorganization costs had been incurred.

Management has reviewed the Bank’s operations for potential disclosure or financial statement impacts related to events occurring after December 31, 2017, but prior to the release of these financial statements. Based on the results of this review, no additional subsequent event disclosures or financial statement impacts to these financial statements are required as of September 6, 2018.

 

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No person has been authorized to give any information or to make any representation other than as contained in this prospectus and, if given or made, such other information or representation must not be relied upon as having been authorized by 1895 Bancorp of Wisconsin, Inc. or PyraMax Bank, FSB. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby to any person in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Neither the delivery of this prospectus nor any sale hereunder shall under any circumstances create any implication that there has been no change in the affairs of 1895 Bancorp of Wisconsin, Inc. or PyraMax Bank, FSB since any of the dates as of which information is furnished herein or since the date hereof.

Up to 2,783,000 shares

(Subject to Increase to up to 3,200,450 shares)

1895 Bancorp of Wisconsin, Inc.

(Proposed Holding Company for

PyraMax Bank, FSB)

COMMON STOCK

par value $0.01 per share

 

 

PROSPECTUS

 

 

KEEFE BRUYETTE & WOODS, INC.

                                                 A Stifel Company

            , 2018

These securities are not deposits or accounts and are not federally insured or guaranteed.

 

 

Until                     , all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

 

 

 


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PART II: INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

 

     Estimated Amount  

Registrant’s Legal Fees and Expenses

   $ 500,000  

Registrant’s Accounting Fees and Expenses

     177,500  

Marketing Agent Fees and Expenses (1)

     390,000  

Records Management Fees and Expenses

     25,000  

Appraisal Fees and Expenses

     40,500  

Printing, Postage, Mailing and EDGAR Fees

     160,000  

Filing Fees (NASDAQ, FINRA, SEC)

     76,200  

Transfer Agent Fees and Expenses

     20,000  

Business Plan Fees and Expenses

     59,500  

Stock Certificate Fees and Expenses

     10,000  

Other

     41,300  
  

 

 

 

Total

   $ 1,500,000  
  

 

 

 

 

(1)

Estimated at the adjusted maximum of the offering range, assuming 100% of the shares are sold in the subscription offering.

Item 14. Indemnification of Directors and Officers

Provisions in the Registrant’s bylaws provide for indemnification of the Registrant’s directors and officers up to the fullest extent authorized by applicable law and regulations of the Federal Reserve Board. Section 239.40 of Title 12 of the Code of Federal Regulations is described below. Section 239.31 of Title 12 of the Code of Federal Regulations indicates that Section 239.40 apply to subsidiary holding companies, such as 1895 Bancorp of Wisconsin, Inc.

Generally, federal regulations require indemnity coverage for mutual holding companies and subsidiary holding companies for any person against whom any action is brought or threatened because that person is or was a director or officer of the savings association, for:

 

  (i)

Any amount for which that person becomes liable under a judgment in such action; and

 

  (ii)

Reasonable costs and expenses, including reasonable attorney’s fees, actually paid or incurred by that person in defending or settling such action, or in enforcing his or her rights under this section if he or she attains a favorable judgment in such enforcement action,

provided that indemnification shall be made to such person only if:

 

  (i)

Final judgment on the merits is in his or her favor; or

 

  (ii)

In case of:

 

  a.

Settlement,

 

  b.

Final judgment against him or her, or

 

  c.

Final judgment in his or her favor, other than on the merits, if a majority of the disinterested directors of the mutual holding company determine that he or she was acting in good faith within the scope of his or her employment or authority as he or she could reasonably have perceived it under the circumstances and for a purpose he or she could reasonably have believed under the circumstances was in the best interests of the mutual holding company or its members.

However, no indemnification shall be made unless the mutual holding company gives the Federal Reserve Board at least 60 days’ notice of its intention to make such indemnification. Such notice shall state the facts on which the action arose, the terms of any settlement, and any disposition of the action by a court. Such notice, a copy thereof, and a certified copy of the resolution containing the required determination by the board of directors shall be sent to the appropriate Federal Reserve Bank, who shall promptly acknowledge receipt thereof. The notice period shall run from the date of such receipt. No such indemnification shall be made if the Federal Reserve Board advises the mutual holding company in writing, within such notice period, of its objection to the indemnification.

 

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As used in the above paragraph:

 

  (i)

“Action” means any judicial or administrative proceeding, or threatened proceeding, whether civil, criminal, or otherwise, including any appeal or other proceeding for review;

 

  (ii)

“Court” includes, without limitation, any court to which or in which any appeal or any proceeding for review is brought;

 

  (iii)

“Final Judgment” means a judgment, decree, or order which is not appealable or as to which the period for appeal has expired with no appeal taken;

 

  (iv)

“Settlement” includes the entry of a judgment by consent or confession or a plea of guilty or of nolo contendere.

Item 15. Recent Sales of Unregistered Securities

Not Applicable.

Item 16. Exhibits and Financial Statement Schedules

The exhibits and financial statement schedules filed as part of this registration statement are:

 

  (a)

List of Exhibits

 

  1.1    Engagement Letter between PyraMax Bank, FSB and Keefe Bruyette & Woods, Inc., a Stifel Company*
  1.2    Form of Agency Agreement between PyraMax Bank, FSB, 1895 Bancorp of Wisconsin, MHC, 1895 Bancorp of Wisconsin, Inc. and Keefe Bruyette & Woods, Inc., a Stifel Company
  2    Plan of Reorganization from a Mutual Savings Bank to a Mutual Holding Company and Stock Issuance Plan*
  3.1    Charter of 1895 Bancorp of Wisconsin, Inc.*
  3.2    Bylaws of 1895 Bancorp of Wisconsin, Inc.*
  4    Form of Common Stock Certificate of 1895 Bancorp of Wisconsin, Inc.*
  5    Opinion of Luse Gorman, PC regarding legality of securities being registered*
  8.1    Federal Income Tax Opinion of Luse Gorman, PC
  8.2    State Income Tax Opinion of Wipfli LLP
10.1    Form of PyraMax Bank, FSB Employee Stock Ownership Plan
10.2    Form of Employment Agreement between PyraMax Bank, FSB and Richard Hurd*
10.3    Form of 18-Month Employment Agreement between PyraMax Bank, FSB and certain executive officers*
10.4    Employment Agreement between PyraMax Bank, FSB and Thomas K. Peterson*
10.5    Non-Qualified Deferred Compensation Plan*
21    Subsidiaries of 1895 Bancorp of Wisconsin, Inc.*
23.1    Consent of Luse Gorman, PC (contained in Opinions included as Exhibits 5 and 8.1)
23.2    Consent of Keller & Company, Inc.*
23.3    Consent of Wipfli LLP
24    Power of Attorney (set forth on signature page)*
99.1    Engagement letter with Keller & Company, Inc. to serve as appraiser*
99.2    Letter of Keller & Company, Inc. with respect to value of Subscription Rights*
99.3    Appraisal Report of Keller & Company, Inc.*
99.4    Marketing Materials
99.5    Stock Order and Certification Form

 

*

Previously filed.

 

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  (b)

Financial Statement Schedules

No financial statement schedules are filed because the required information is inapplicable or is included in the consolidated financial statements and related notes.

Item 17. Undertakings

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§230.424 of this chapter);

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(5) That, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(6) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(7) The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

(8) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant

 

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of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Greenfield, State of Wisconsin on October 22, 2018.

 

1895 BANCORP OF WISCONSIN, INC.
By:  

/s/ Richard B. Hurd

  Richard B. Hurd
  President and Chief Executive Officer
  (Duly Authorized Representative)

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signatures

  

Title

  

Date

/s/ Richard B. Hurd

Richard B. Hurd

  

President, Chief Executive Officer and Director

(Principal Executive Officer)

   October 22, 2018

/s/ Richard J. Krier

Richard J. Krier

  

Senior Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

   October 22, 2018

/s/ Darrell Francis*

Darrell Francis

   Chairman of the Board    October 22, 2018

/s/ Monica Baker*

Monica Baker

   Senior Vice President and Director    October 22, 2018

/s/ Joseph Murphy*

Joseph Murphy

   Director    October 22, 2018

/s/ James Spiegelberg*

James Spiegelberg

   Director    October 22, 2018

/s/ John Talsky*

John Talsky

   Director    October 22, 2018

/s/ Gary Zenobi*

Gary Zenobi

   Director    October 22, 2018

 

*

Pursuant to Power of Attorney dated September 7, 2018.

 

EX-1.2 2 d613439dex12.htm EX-1.2 EX-1.2

Exhibit 1.2

1895 Bancorp of Wisconsin, Inc.

(a Federal corporation)

Up to 2,783,000 Shares

(Subject to Increase to 3,200,450 Shares)

COMMON STOCK

(Par Value $0.01 Per Share)

Subscription Price $10.00 Per Share

AGENCY AGREEMENT

[], 2018

Keefe, Bruyette & Woods, Inc.

70 West Madison Street

Suite 2401

Chicago, Illinois 60602

Ladies and Gentlemen:

1895 Bancorp of Wisconsin, Inc., a federal corporation in organization (the “Company”), 1895 Bancorp of Wisconsin, MHC, a federal mutual holding company in organization (the “MHC”), and PyraMax Bank, FSB, a federal mutual savings bank (the “Bank”) (collectively, the “PyraMax Parties”), hereby confirm, jointly and severally, their agreement with Keefe, Bruyette & Woods, Inc. (“KBW” or the “Agent”), as follows:

Section 1.    The Offering. The Bank, in accordance with the Plan of Reorganization from a Mutual Savings Bank to a Mutual Holding Company and Stock Issuance Plan, dated as of September 5, 2018 (the “Plan”), adopted by the Board of Directors of the Bank, intends to convert from mutual to stock form and to reorganize into a mutual holding company structure as a wholly owned subsidiary of the Company, which in turn will be a majority-owned subsidiary of the MHC (the “Reorganization”) in compliance with the regulations (the “MHC Regulations”) of the Board of Governors of the Federal Reserve System (the “Federal Reserve”). All capitalized terms used in this Agency Agreement (this “Agreement”) and not defined in this Agreement shall have the meanings set forth in the Plan. In connection with the Reorganization, the Company will offer shares of its common stock, $0.01 par value per share (the “Common Stock”), in a subscription offering (the “Subscription Offering”) to (1) depositors of the Bank with $50.00 or more on deposit as of the close of business on March 15, 2017 (“Eligible Account Holders”), (2) tax-qualified employee plans of the Bank (“Tax-Qualified Employee Plan”), (3) depositors of the Bank with $50.00 or more on deposit as of the close of business on [], 2018 (“Supplemental Eligible Account Holders”) and (4) any person who is a Member of the Bank at the close of business on the Voting Record Date who is not an Eligible Account Holder, Tax-Qualified Employee Plan or Supplemental Eligible Account Holder (“Other Members”).

 


The Company may offer Shares (as hereinafter defined), if any, remaining after the Subscription Offering in a community offering to members of the general public to whom a copy of the Prospectus (as hereinafter defined) is delivered (the “Community Offering”) with a preference to natural persons residing in the Wisconsin counties of Milwaukee, Waukesha and Ozaukee. In the event a Community Offering is held, it may be held at any time during or promptly after the Subscription Offering. Depending on market conditions, Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may, at the request of the Company, be offered to certain members of the general public on a best efforts basis through a selected dealers agreement (the “Syndicated Community Offering”) as described in Section 4(a)(iii) below. Pursuant to the Plan, the Company is offering a minimum of 2,057,000 shares and a maximum of 2,783,000 shares (subject to an increase up to 3,200,450 shares) of Common Stock (the “Shares”) in the Subscription Offering, and, if necessary, in the Community Offering and/or the Syndicated Community Offering (collectively, the “Offering”). The Company will sell the Shares in the Offering at $10.00 per share. If the number of Shares offered is increased or decreased in accordance with the Plan, the term “Shares” shall mean such greater or lesser number, as applicable.

In addition, as part of the Reorganization, the Company will contribute in accordance with the Plan, subject to compliance with certain conditions as may be imposed by regulatory authorities, a number of shares of Common Stock to the 1895 Bancorp of Wisconsin Community Foundation (such shares hereinafter being referred to as the “Foundation Shares”) equal to approximately 1.0% of the issued and outstanding shares of Common Stock (taking into account the shares of Common Stock issued to the MHC in the Reorganization), plus cash in the amount of $100,000. The Shares offered for sale in the Offering and the Foundation Shares contributed to the Foundation will in the aggregate represent a minority ownership interest of 45.0% of the Company’s outstanding shares of Common Stock upon completion of the Reorganization in accordance with the Plan. As a result of the sale of the Shares and the contribution of the Foundation Shares under the Plan, the MHC will own 55.0% of the Company’s outstanding shares of Common Stock upon completion of the Reorganization in accordance with the Plan.

As a mutual savings bank, the Bank has no stockholders and is controlled by its members. Pursuant to the terms of the Plan, upon completion of the Reorganization and the Offering, all of the assets, except for $100,000, and liabilities of the Bank will be transferred to and assumed by a newly formed federal stock savings bank subsidiary of the Company, operating under the name “PyraMax Bank” (the “Stock Bank”), and the Company will be a majority-owned subsidiary of the MHC. As a result of the transfer of the assets and liabilities of the Bank to Stock Bank, all property of the Bank, other than $100,000, including its right, title and interest in and to all property of whatever kind and nature, whether real, personal, or mixed, and things, and choses in action, and every right, privilege, interest and asset of every conceivable value or benefit then existing or pertaining to it, or which would inure to it, immediately by operation of law will vest in the Stock Bank.

The Company has filed with the U.S. Securities and Exchange Commission (the “Commission” or the “SEC”) a Registration Statement on Form S-1 (File No. 333-227223) in order to register the Shares and the Foundation Shares under the Securities Act of 1933, as amended (the “1933 Act”), and has filed such amendments thereto as have been required to the date hereof (the “Registration Statement”). The prospectus, as amended, included in the

 

2


Registration Statement at the time it initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Company pursuant to Rule 424(b) or (c) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively.

In connection with the Reorganization, the Bank filed with the (i) Federal Reserve, a Combined Notice of Mutual Holding Company Reorganization on Form MHC-1 (the “Form MHC-1”) and an Application for Approval of a Minority Stock Issuance by a Subsidiary of a Mutual Holding Company (the “Form MHC-2”), including exhibits and the Prospectus (the Form MHC-1 and the Form MHC-2 are hereafter collectively referred to as the “MHC Notice”); (ii) Office of the Comptroller of the Currency (the “OCC”) pursuant to federal law and the rules and regulations thereof, and specifically 12 C.F.R. § 5.53(c), a Change in Assets Application as well as an Interagency Bank Merger Application and an Interim Bank Charter Application, (such applications hereinafter collectively referred to as the “OCC Applications”); and (iii) Federal Deposit Insurance Corporation (the “FDIC”) pursuant to federal law and the rules and the regulations thereof, an Insurance of Accounts Application (the “FDIC Application”) and in each case has filed such amendments thereto and supplementary materials as may have been required to the date hereof, including copies of the Bank’s proxy statement for a special meeting of its Members relating to the Reorganization and the establishment of the Foundation (the “Proxy Statement”), the Prospectus and the Appraisal (as defined below). In addition, in accordance with the rules and regulations of the Federal Reserve regarding acquisition of control of an insured depository institution, as from time to time amended or supplemented, the Company has filed with the Federal Reserve an application on Form H-(e)1 for approval, pursuant to Section 10(e) of the Home Owners’ Loan Act, as amended (“HOLA”), and the regulations promulgated thereunder (the “Control Act Regulations”) for the Company to become a savings and loan holding company with respect to the Bank (the “Holding Company Application”). The MHC Notice, the OCC Applications, the FDIC Application and the Holding Company Application, collectively, as amended to date, if applicable, and as from time to time amended or supplemented hereafter, are hereinafter referred to as the “Applications.”

Section 2.    Retention of Agent. Subject to the terms and conditions herein set forth, the PyraMax Parties hereby appoint the Agent as their exclusive financial advisor and marketing agent to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the PyraMax Parties with respect to the Company’s sale of the Shares in the Offering.

On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the PyraMax Parties as to the matters set forth in (i) the letter agreement, dated July 3, 2018, between the Bank and KBW (the “Engagement Letter”) and (ii) the matters set forth in the letter agreement, dated July 3, 2018, regarding Services of Conversion Agent and Data Processing Records Management Agent, between the Bank and KBW (the “Conversion Agent Engagement Letter”). It is acknowledged by the PyraMax Parties that the Agent shall not be required to purchase any Shares or be obligated to take any action that is inconsistent with all applicable laws, regulations, decisions or orders.

 

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Except as described in Section 14 of this Agreement, the obligations of the Agent pursuant to this Agreement shall terminate upon the completion, termination or abandonment of the Plan by the PyraMax Parties or upon termination of the Offering, but in no event later than 45 days after the completion of the Subscription Offering, unless extended as provided for in the Plan (the “End Date”). All fees or expenses due to the Agent hereunder but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. In the event the Offering is extended beyond the End Date, the PyraMax Parties and the Agent may agree to renew this Agreement under mutually acceptable terms and subject to the approval of any governmental agency having jurisdiction over such matters.

In the event the Company is unable to sell a minimum of 2,057,000 Shares by the End Date, this Agreement shall terminate and the Company shall refund to any persons who have subscribed for any of the Shares the full amount that it may have received from them plus accrued interest, as set forth in the Prospectus, and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in Section 4(a), Section 10, Section 12, Section 13 and Section 14 hereof.

Section 3.    Sale and Delivery of Shares. If all conditions precedent to the consummation of the Reorganization, including, without limitation, the sale of all Shares required by the Plan to be sold, are satisfied, the Company agrees to issue, or have issued, the Shares sold in the Offering and the Foundation Shares contributed to the Foundation and to release for delivery certificates or book-entry statements for such Shares and the Foundation Shares on the Closing Date (as hereinafter defined) against payment to the Company by any means authorized by the Plan; provided, however, that no funds shall be released to the Company until the conditions specified in Section 11 hereof shall have been complied with to the reasonable satisfaction of the Agent and its counsel. The release of Shares against payment therefor and the Foundation Shares shall be made on a date and at a place mutually acceptable to the PyraMax Parties and the Agent. Certificates for Shares and the Foundation Shares, or alternatively statements of ownership for Shares and the Foundation Shares, shall be delivered directly to the purchasers in accordance with their directions. The date upon which the Company shall release or deliver the Shares sold in the Offering and the Foundation Shares are contributed to the Foundation, in accordance with the terms herein, is called the “Closing Date.”

Section 4.    Compensation.

(a)     The Agent shall receive the following compensation for its services hereunder:

(i)    A non-refundable cash fee of $25,000 (the “Management Fee”), payable in two equal installments of $12,500, all of which has been paid. Such fee is deemed to have been earned in full when due.

 

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(ii)    A success fee of $315,000 (the “Success Fee”) upon completion of the Offering. The Success Fee described in this Section 4(a)(ii) shall be reduced by the Management Fee described in Section 4(a)(i).

(iii)    If any of the Shares remain available after the completion of the Subscription Offering and any Community Offering, at the request of the Company, KBW will seek to form a syndicate of registered broker-dealers (“Selected Dealers”) to assist in the sale of such Shares on a best efforts basis in the Syndicated Community Offering, subject to the terms and conditions set forth in a selected dealers agreement to be entered into by and between the PyraMax Parties and KBW. KBW will endeavor to distribute the Shares among the Selected Dealers in a fashion which best meets the distribution objectives of the PyraMax Parties and the Reorganization. In the event of a Syndicated Community Offering, KBW will be paid a transaction fee not to exceed 6.0% of the aggregate purchase price of the shares of Common Stock sold in the Syndicated Community Offering. From this fee, KBW will pass on to the Selected Dealers, if any, who assist in such offering an amount competitive with gross underwriting discounts charged at such time for comparable amounts of stock sold at a comparable price per share in a similar market environment. Fees with respect to purchases effected with the assistance of Selected Dealers other than KBW shall be transmitted by KBW to such Selected Dealers.

(iv)    In connection with the Subscription Offering, if, as a result of any re-solicitation of subscribers undertaken by the PyraMax Parties, KBW reasonably determines that it is required or requested to provide significant services, KBW will be entitled to additional compensation for such services, which additional compensation will not exceed $25,000.

(v)    A non-refundable cash fee of $25,000 (the “Services Fee”) in connection with KBW’s provision of services as conversion agent and data processing records management agent, pursuant to the Conversion Agent Engagement Letter. The Services Fee shall be payable as follows: (i) $10,000 shall be payable immediately upon execution of the Conversion Agent Engagement Letter, which shall be non-refundable and deemed to be earned in full when paid and (ii) all remaining amounts shall be payable immediately upon the completion of the Offering.

(b)    To the extent required under applicable rules and regulations of the Financial Industry Regulatory Authority (“FINRA”), the payment of compensation by the PyraMax Parties to KBW pursuant to this Section 4 is subject to FINRA’s review thereof.

(c)    The PyraMax Parties will reimburse KBW for its reasonable out-of-pocket expenses, not to exceed $25,000 (subject to the provisions of this paragraph), related to the Offering, including, but not limited to, costs of travel, meals and lodging, clerical assistance, photocopying, telephone, facsimile, and couriers. KBW will also be reimbursed for fees and expenses of its counsel not to exceed $75,000 (subject to the provisions of this paragraph). These expense caps assume no unusual circumstances or delays, and no re-solicitation in connection with the Offering. The PyraMax Parties acknowledge and agree that, in the event unusual circumstances arise or a delay or re-solicitation occurs (including, but not limited to, a delay in the Offerings which would require an update of the financial information in tabular form to reflect a period later than that set forth in the original filing of the offering documents),

 

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such expense caps may be increased by additional amounts, not to exceed an additional $10,000 in the case of additional out-of-pocket expenses of KBW and an additional $15,000 in the case of additional fees and expenses of KBW’s legal counsel. In no event shall reimbursable out-of-pocket expenses, including fees and expenses of counsel, exceed $125,000. The provisions of this paragraph shall not apply to or in any way impair or limit the indemnification or contribution provisions contained herein.

(d)    The PyraMax Parties will also reimburse KBW for its reasonable out-of-pocket expenses incurred in connection with the services provided pursuant to the Conversion Agent Engagement Letter, regardless of whether the Offering is consummated, provided that such out-of-pocket expenses shall not exceed $5,000. Not later than two days before the closing of the Offering, KBW will provide the PyraMax Parties with documentation of all reimbursable expenses of KBW to be paid at closing. The provisions of this paragraph shall not apply to or in any way impair the indemnification, contribution or liability limitation provisions set forth in this Agreement.

(e)    Full payment of Agent’s fees and expenses, as described above, shall be made in next day funds on the earlier of the Closing Date or the date of a determination by the Bank to terminate or abandon the Plan.

Section 5.    Closing. The closing for the sale of the Shares shall take place on the Closing Date at such location as mutually agreed upon by the Agent and the PyraMax Parties. At the closing, the PyraMax Parties shall deliver to the Agent in next day funds the commissions, fees and expenses due and owing to the Agent as set forth in Section 4 and Section 10 hereof and the opinions and certificates required hereby, and other documents deemed reasonably necessary by the Agent shall be executed and delivered to effect the sale of the Shares and the contribution to the Foundation as contemplated hereby and pursuant to the terms set forth in the Prospectus.

Section 6.    Representations and Warranties of the PyraMax Parties.

The PyraMax Parties jointly and severally represent and warrant to the Agent that:

(a)    Each of the PyraMax Parties has, or will have as of the Closing Date in the case of the Company and the MHC, all such power, authority, authorizations, approvals and orders as may be required to enter into this Agreement, and, as of the Closing Date, each of the PyraMax Parties will have all such power, authority, authorizations, approvals and orders as may be required to carry out the provisions and conditions hereof and to issue and sell the Shares to be sold by the Company as provided herein and to contribute the Foundation Shares to the Foundation by the Company and as described in the Prospectus. The consummation of the Reorganization, the execution, delivery and performance of this Agreement, the Engagement Letter and the Conversion Agent Engagement Letter and the consummation of the transactions contemplated herein have been, or will be as of the Closing Date, duly and validly authorized by all necessary corporate action on the part of each of the PyraMax Parties. This Agreement has been validly executed and delivered by each of the PyraMax Parties, and is a valid, legal and binding obligation of each of the PyraMax Parties, in each case enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership

 

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or other similar laws relating to or affecting the enforcement of creditors’ rights generally, or the rights of creditors of insured financial institutions and their holding companies, (ii) general equity principles regardless of whether such enforceability is considered in a proceeding in equity or at law, and (iii) the extent, if any, that the provisions of Section 12 or Section 13 hereof may be unenforceable as against public policy; provided, however, that it is understood by the parties to this Agreement that the MHC and the Company are in formation.

(b)    The Registration Statement was declared effective by the Commission on [], 2018, no stop order has been issued with respect thereto and no proceedings related thereto have been initiated or, to the knowledge of the PyraMax Parties, threatened by the Commission. At the time the Registration Statement, including the Prospectus contained therein (including any amendment or supplement thereto), became effective, the Registration Statement complied as to form in all material respects with the 1933 Act and the 1933 Act Regulations, and the Registration Statement and the Prospectus did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. At the time any Rule 424(b) or (c) Prospectus is filed with the Commission and at the Closing Date, the Registration Statement, including the Prospectus (including any amendment or supplement thereto) and, when taken together with the Prospectus, any Blue Sky Application or Sales Information (as such terms are defined in Section 12 hereof) authorized by any of the PyraMax Parties for use in connection with the Offering, will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this Section 6(b) shall not apply to statements or omissions made in reliance upon and in conformity with written information furnished to the PyraMax Parties by the Agent expressly regarding the Agent or its counsel for use in the Prospectus under the caption “The Reorganization and Offering—Plan of Distribution and Marketing Arrangements” or in any Sales Information.

(c)    Any statistical and market related data contained in any Permitted Free Writing Prospectus (as hereinafter defined), the Prospectus and the Registration Statement are based on or derived from sources which the PyraMax Parties believe were reliable and accurate at the time they were filed with the SEC. No forward-looking statement (within the meaning of Section 27A of the 1933 Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) contained in the Registration Statement, the Prospectus, or any Permitted Free Writing Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

(d)    No PyraMax Party has directly or indirectly distributed or otherwise used, and will not, without the prior consent of the Agent, directly or indirectly distribute or otherwise use, any prospectus, any “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations) or other offering material (including, without limitation, content on any PyraMax Party’s website that may be deemed to be a prospectus, free writing prospectus or other offering material) in connection with the Offering and the sale of the Shares, except for any Permitted Free Writing Prospectus.

 

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(e)    At the time of filing the Registration Statement and at the date hereof, the Company was not, and is not, an ineligible issuer (as defined in Rule 405 of the 1933 Act Regulations). At the time of the filing of the Registration Statement and at the time of the use of any issuer free writing prospectus (as defined in Rule 433(h) of the 1933 Act Regulations), the Company met the conditions required by Rules 164 and 433 of the 1933 Act Regulations for the use of a free writing prospectus. If required to be filed, the Company has filed any issuer free writing prospectus related to the offered Shares at the time it is required to be filed under Rule 433 of the 1933 Act Regulations and, if not required to be filed, will retain such free writing prospectus in the Company’s records pursuant to Rule 433(g) of the 1933 Act Regulations and if any issuer free writing prospectus is used after the date hereof in connection with the offering of the Shares the Company will file or retain such free writing prospectus as required by Rule 433 of the 1933 Act Regulations.

(f)    The Company has filed the Holding Company Application with the Federal Reserve and the Holding Company Application is accurate and complete in all material respects. The Company has received written notice from the Federal Reserve of its approval of the Holding Company Application, such approval remains in full force and effect and no order has been issued by the Federal Reserve suspending or revoking such approval and no proceedings therefor have been initiated or, to the knowledge of the PyraMax Parties, threatened by the Federal Reserve or any other applicable regulator. To the knowledge of the PyraMax Parties, no person has sought to obtain review of the final action of the Federal Reserve in approving the Holding Company Application pursuant to applicable statutes or regulations. At the date of such approval and as of the Closing Date, the Holding Company Application complied and will comply in all material respects with the applicable provisions of the HOLA and the Control Act Regulations, except as the Federal Reserve or any other applicable regulator has expressly waived such regulations in writing.

(g)    In connection with the Reorganization, the Bank has filed with the (i) Federal Reserve the MHC Notice; (ii) OCC the OCC Applications, and (iii) FDIC the FDIC Application, and in each case has filed such amendments thereto and supplementary materials as may have been required to the date hereof. The Federal Reserve has approved the MHC Notice, such approval remains in full force and effect and no order has been issued by the Federal Reserve suspending or revoking such approval and no proceedings therefor have been initiated or, to the knowledge of the PyraMax Parties, threatened by the Federal Reserve. The OCC has approved the OCC Applications, such approval remains in full force and effect and no order has been issued by the OCC suspending or revoking such approval and no proceedings therefor have been initiated or, to the knowledge of the PyraMax Parties, threatened by the OCC. The FDIC has approved the FDIC Application and such approval remains in full force and effect and no order has been issued by the FDIC suspending or revoking such approval and no proceedings therefor have been initiated or, to the knowledge of the PyraMax Parties, threatened by the FDIC. At the time of the approval of the MHC Notice, including the Prospectus and the Proxy Statement (including any amendment or supplement thereto), by the Federal Reserve, the OCC Applications by the OCC and the FDIC Application by the FDIC and at all times subsequent thereto until the Closing Date referred to in Section 3, the Applications, including the Prospectus and the Proxy Statement (including any amendment or supplement thereto), will comply in all material respects with MHC Regulations, and applicable federal law and regulations of the OCC and the FDIC except as the Federal Reserve, the OCC, or the FDIC has expressly waived such regulations in writing, and the Applications were accurate and complete in all material respects.

 

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(h)    No order has been issued by the Commission or any state securities administrator preventing or suspending the use of the Prospectus or any supplemental sales literature authorized by the PyraMax Parties for use in connection with the Offering, and no action by or before any such government entity to revoke any approval, authorization or order of effectiveness related to the Reorganization is pending or, to the knowledge of the PyraMax Parties, threatened.

(i)    Pursuant to the MHC Regulations, the Plan has been approved by the Board of Directors of each of the PyraMax Parties, and the Plan and the contribution to the Foundation is subject to approval by the Members of the Bank; at the Closing Date, the offer and sale of the Shares and the contribution of the Foundation Shares to the Foundation will have been conducted in all material respects in accordance with the Plan, the MHC Regulations, and all other applicable laws, regulations, decisions and orders, including all terms, conditions, requirements and provisions precedent to the Reorganization imposed by the Federal Reserve, the Commission or any other regulatory authority, other than those which the regulatory authority permits to be completed after the Reorganization, and in the manner described in the Prospectus.

(j)    Keller & Company, Inc., which prepared an independent valuation of the Common Stock of the Company as of September 5, 2018 (as amended or supplemented, if so amended or supplemented) (the “Appraisal”), has advised the PyraMax Parties in writing that it is independent with respect to each of the PyraMax Parties within the meaning of the MHC Regulations, and the PyraMax Parties believe Keller & Company, Inc. to be expert in the valuation and appraisal of savings bank, and the PyraMax Parties believe that Keller & Company, Inc. has prepared the Appraisal information set forth in the Prospectus in accordance with the requirements of the MHC Regulations.

(k)    Wipfli LLP, which certified the audited financial statements filed as part of the Registration Statement and the MHC Notice, has advised the PyraMax Parties in writing that it is an independent certified public accountant within the meaning of the Code of Ethics of the American Institute of Certified Public Accountants, the applicable rules of the Public Company Accounting Oversight Board (United States) (“PCAOB”) and the SEC, it is registered with the PCAOB and is, with respect to the PyraMax Parties and each subsidiary thereof, an independent certified public accountant as required by the 1933 Act and the 1933 Act Regulations.

(l)    The financial statements, schedules and notes related thereto that are included in the Prospectus fairly present in all material respects the financial condition, results of operations, equity and cash flows of the Bank at the respective dates indicated and for the respective periods covered thereby and comply as to form in all material respects with the applicable accounting requirements of Title 12 of the Code of Federal Regulations, Regulation S-X of the SEC and generally accepted accounting principles (“GAAP”) (including those requiring the recording of certain assets at their current market value). Such financial statements, schedules and notes related thereto have been prepared in accordance with GAAP consistently applied

 

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throughout the periods involved (except as noted in the notes to the financial statements), present fairly in all material respects the information required to be stated therein and are consistent with the most recent financial statements and other reports filed by the Bank with the OCC, and any other applicable regulatory authority, except that accounting principles employed in such regulatory filings conform to the requirements of such authorities and not necessarily to GAAP. The other financial, statistical and pro forma information and related notes included in the Prospectus present fairly the information shown therein on a basis consistent with the audited and unaudited financial statements of the Bank included in the Prospectus, and as to the pro forma adjustments, the adjustments made therein have been consistently applied on the basis described therein.

(m)    Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as may otherwise be stated therein: (i) there has not been any material adverse change in the financial condition, results of operations, capital, assets, properties, business affairs or prospects of the PyraMax Parties, taken as a whole, whether or not arising in the ordinary course of business; (ii) there has not been any material increase in the long-term debt of the Bank or in the principal amount of the Bank’s assets that are classified as substandard, doubtful or loss or in loans past due 90 days or more or real estate acquired by foreclosure, by deed-in-lieu of foreclosure or deemed in-substance foreclosure or any material decrease in equity capital or total assets of the Bank, nor have the PyraMax Parties issued any securities (other than in connection with the incorporation of the Company) or incurred any liability or obligation for borrowing other than in the ordinary course of business; (iii) there have not been any material transactions entered into by the PyraMax Parties that have not been disclosed in the Prospectus; (iv) there has not been any material adverse change in the aggregate dollar amount of the Bank’s deposits or its consolidated net worth; (v) there has been no material adverse change in the PyraMax Parties’ relationship with their insurance carriers, including, without limitation, cancellation or other termination of the PyraMax Parties fidelity bond or any other type of insurance coverage; (vi) there has been no material change in executive management of any of the PyraMax Parties; (vii) none of the PyraMax Parties has sustained any material loss or interference with its respective business or properties from fire, flood, windstorm, earthquake, accident or other calamity, whether or not covered by insurance; (viii) none of the PyraMax Parties is in default in the payment of principal or interest on any outstanding debt obligations; (ix) the capitalization, liabilities, assets, properties and business of the PyraMax Parties conform in all material respects to the descriptions thereof contained in the Prospectus; (x) none of the PyraMax Parties has any material contingent or other liabilities, except as set forth in the Prospectus; and (xi) there has been no dividend or distribution of any kind declared, paid or made by the PyraMax Parties.

(n)    At the Closing Date, the Company will be a stock corporation duly organized and validly existing as a corporation under the laws of the United States, with corporate power and authority to own its properties and to conduct its business, as described in the Prospectus, and will be qualified to transact business and will be in good standing in Wisconsin and in each jurisdiction in which the conduct of business requires such qualification, unless the failure to qualify in one or more of such jurisdictions would not have a material adverse effect on the conduct of the business, financial condition, results of operations, capital, properties, business affairs or prospects of the PyraMax Parties taken as a whole (a “Material Adverse Effect”). On the Closing Date, the Company will have obtained all licenses, permits and

 

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other governmental authorizations then required for the conduct of its business, except those that individually or in the aggregate would not be reasonably expected to have a Material Adverse Effect; and as of the Closing Date, all such licenses, permits and governmental authorizations will be in full force and effect, and the Company will be in compliance therewith in all material respects, and the Company will be in compliance in all material respects with all laws, rules, regulations and orders applicable to the operation of its business. At the Closing Date, the Company will not own equity securities or any equity interest in any other business enterprise except the Bank.

(o)    The Bank maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accounts or assets are compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(p)    The books, records and accounts and systems of internal accounting control of the Bank comply in all material respects with the requirements of Section 13(b)(2) of the 1934 Act. As of the Closing Date, the Company will establish and maintain “disclosure controls and procedures” (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the 1934 Act) that are effective in ensuring that the information it will be required to disclose in the reports it files or submits under the 1934 Act is accumulated and communicated to the Company’s management (including the Company’s chief executive officer and chief financial officer) in a timely manner and recorded, processed, summarized and reported within the periods specified in the SEC’s rules and forms under the 1934 Act. To the knowledge of the Bank, Wipfli LLP and the Audit Committee of the Board of Directors have been advised of: (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which could adversely affect the Bank’s ability to record, process, summarize, and report financial data; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Bank’s internal accounting controls. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been no changes in internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Bank’s internal control over financial reporting.

(q)    At the Closing Date, the MHC will be duly chartered and validly existing as a mutual holding company in good standing under the laws of the United States with corporate power and authority to own its property and conduct its business as described in the Prospectus.

(r)    Each of the PyraMax Parties carries, or is covered by, insurance in such amounts and covering such risks as are reasonably prudent and customary in the business in which they are engaged, and all policies of insurance insuring the PyraMax Parties are in full force and effect. Each PyraMax Party is in compliance with the terms of such insurance policies and instruments in all material respects and there are no claims by any of them under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause. No PyraMax Party has been refused any insurance coverage sought or applied for, nor has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business.

 

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(s)    The Bank has been duly organized and is a validly existing federal savings bank in the mutual form of organization and upon the Reorganization will become a wholly owned subsidiary of the Company, in both instances duly authorized to conduct its business and own its property as described in the Registration Statement and the Prospectus. The Bank has obtained all licenses, permits and other governmental authorizations currently required for the conduct of its business, except those that individually or in the aggregate would not be reasonably expected to have a Material Adverse Effect, all such licenses, permits and governmental authorizations are in full force and effect, and the Bank is in compliance with all laws, rules, regulations and orders applicable to the operation of its business, except where failure to be in compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as described in the Prospectus, the Bank does not own equity securities or any equity interest in any other active business enterprise except the Federal Home Loan Bank of Chicago (the “FHLB-Chicago”), or as would not be material to the operations of the Bank. Upon completion of the Reorganization, (i) all of the outstanding capital stock of the Bank will be duly authorized, validly issued, fully paid and non-assessable, and owned by the Company free and clear of any mortgage, pledge, lien, encumbrance, claim or restriction of any kind and (ii) the Company will have no direct subsidiaries other than the Bank. The Reorganization will be effected in all material respects in accordance with all applicable statutes, regulations, decisions and orders; and, except with respect to the filing of certain post-sale, post-Reorganization reports, and documents in compliance with the 1933 Act Regulations, the MHC Regulations, the Control Act Regulations or letters or orders of approval, at the Closing Date, all terms, conditions, requirements and provisions with respect to the Reorganization imposed by the SEC, the Federal Reserve, the OCC and the FDIC, if any, will have been complied with by the PyraMax Parties in all material respects or appropriate waivers will have been obtained and all applicable notice and waiting periods will have been satisfied, waived or elapsed.

(t)    Except as described in the Prospectus, there are no encumbrances or restrictions or requirements or material legal restrictions or requirements required to be described therein, on the ability of any PyraMax Party (i) to pay dividends or make any other distributions on its capital stock or to pay any indebtedness owed to another party, (ii) to make any loans or advances to, or investments in, another party or (iii) to transfer any of its property or assets to another party.

(u)    The Bank has properly administered all accounts for which it acts as a fiduciary, including but not limited to accounts for which it serves as a trustee, agent, custodian, personal representative, guardian, conservator or investment advisor, in accordance with the terms of the governing documents and applicable state and federal law and regulation, except where the failure to do so would not be reasonably expected to have a Material Adverse Effect. Neither the Bank, nor any of its directors, officers or employees has committed any material breach of trust with respect to any such fiduciary account, and the accountings for each such fiduciary account are true and correct in all material respects and accurately reflect the assets of such fiduciary account in all material respects.

 

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(v)    Upon completion of the Reorganization, the authorized capital stock of the Bank will consist of 19,000,000 shares of common stock, par value $0.01 per share (the “Bank Common Stock”) and 1,000,000 shares of serial preferred stock, par value $0.01 per share (the “Bank Preferred Stock”), of which 100 shares of Bank Common Stock and no shares of Bank Preferred Stock will be issued and outstanding immediately following the Reorganization; no additional shares of Bank Common Stock will be issued upon completion of the Reorganization.

(w)    The Bank is a member of the FHLB-Chicago. The deposit accounts of the Bank are insured by the FDIC up to the maximum limits, and no proceedings for the termination or revocation of such insurance are pending or, to the knowledge of the PyraMax Parties, threatened.

(x)    Upon completion of the Reorganization the authorized capital stock of the Company will consist of 90,000,000 shares of common stock, par value $0.01 per share, and 10,000,000 shares of preferred stock, par value $0.01 per share. Upon completion of the Reorganization and the contribution of the Foundation Shares, the authorized, issued and outstanding capital stock of the Company will be within the range set forth in the Prospectus under the caption “Capitalization” and no shares of Common Stock have been or will be issued and outstanding prior to the Closing Date (except for the shares issued upon incorporation of the Company); the Shares and the Foundation Shares will have been duly and validly authorized for issuance and, with respect to the Shares when issued and delivered by the Company pursuant to the Plan against payment of the consideration calculated as set forth in the Plan and the Prospectus, will be duly and validly issued, fully paid and non-assessable, and with respect to the Foundation Shares, when contributed by the Company pursuant to the Plan, will be duly and validly issued and fully paid and non-assessable and, in each case, owned free and clear of any security interest, mortgage, pledge, lien, encumbrance or legal or equitable claim. Upon consummation of the Reorganization, there will be no outstanding warrants or options to purchase any securities of the Company. The Shares and the Foundation Shares will have been issued in compliance with federal and state securities laws and conform in all material respects to the description of the Shares and the Foundation Shares contained in the Prospectus. The issuance of the Shares and Foundation Shares is not subject to preemptive rights, except for the subscription rights granted pursuant to the Plan. The terms and provisions of the Shares and the Foundation Shares will conform in all material respects to the description thereof contained in the Prospectus. Upon issuance of the Shares and the Foundation Shares, good title to the Shares and the Foundation Shares will be transferred from the Company to the purchasers thereof against payment therefor as set forth in the Plan and the Prospectus, subject to such claims as may be asserted against the purchasers thereof by third party claimants, or the Foundation, as applicable.

(y)    None of the PyraMax Parties is or at the Closing Date will be (i) in violation of their respective charters or bylaws, as applicable or (ii) in default in the performance or observance of any obligation, agreement, covenant, or condition contained in any contract, lease, loan agreement, indenture or other instrument to which it is a party or by which it or any of its property may be bound, which would be reasonably expected to result in a Material Adverse Effect. The execution and delivery of this Agreement and the consummation of the transactions herein contemplated will not: (i) violate or conflict with the charter or bylaws or other governing documents of any of the PyraMax Parties; (ii) conflict with, or constitute a breach of or default

 

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under, any material contract, lease or other instrument to which any of the PyraMax Parties is a party or by which any of the properties of the PyraMax Parties may be bound, or any applicable law, rule, regulation or order, except for such violations, conflicts, breaches or defaults that would not individually or in the aggregate result in a Material Adverse Effect; (iii) violate any authorization, approval, judgment, decree, order, statute, rule or regulation applicable to the PyraMax Parties, except for such violations which would not be reasonably expected to have a Material Adverse Effect; or (iv) result in the creation of any lien, charge or encumbrance upon any property of the PyraMax Parties, except for such liens, charges or encumbrances that would not individually or in the aggregate be reasonably expected to have a Material Adverse Effect.

(z) All documents made available to or delivered or to be made available to or delivered by the PyraMax Parties or their representatives in connection with the issuance and sale of the Shares and the contribution of the Foundation Shares, including records of account holders, and depositors of the Bank, or in connection with the Agent’s exercise of due diligence, except for those documents which were prepared by parties other than the PyraMax Parties or their representatives, to the knowledge of the PyraMax Parties, were on the dates on which they were delivered, or will be on the dates on which they are to be delivered, true, complete and correct in all material respects.

(aa) No default exists, and no event has occurred which with notice or lapse of time, or both, would constitute a default on the part of any of the PyraMax Parties, in the due performance and observance of any term, covenant or condition of any indenture, mortgage, deed of trust, note, bank loan or credit agreement or any other instrument or agreement to which any of the PyraMax Parties is a party or by which any of their property is bound or affected in any respect which, in any such case, would be reasonably expected to have a Material Adverse Effect, and such agreements are in full force and effect; and no other party to any such agreement has instituted or, to the knowledge of any of the PyraMax Parties, threatened any action or proceeding wherein any of the PyraMax Parties is alleged to be in default thereunder under circumstances where such action or proceeding, if determined adversely to any of the PyraMax Parties, would be reasonably expected to have a Material Adverse Effect.

(bb) The PyraMax Parties have good and marketable title to all real property and good title to all other assets which are material to the businesses of the PyraMax Parties, free and clear of all liens, charges, encumbrances, restrictions or other claims, except such as are described in the Prospectus, the pledging of assets to secure advances from the FHLB-Chicago, or where the absence of good and marketable title, or good title, as the case may be, or the existence of such liens, charges, encumbrances, restrictions or other claims would not be reasonably expected to have a Material Adverse Effect; and all of the leases and subleases which are material to the businesses of the PyraMax Parties, taken as a whole, including those described in the Registration Statement or Prospectus, are in full force and effect.

(cc) None of the PyraMax Parties are in violation of any directive from the OCC, the FDIC, the Federal Reserve, or the Commission, or any other agency, to make any material change in the method of conducting their respective businesses so as to comply in all material respects with all applicable statutes and regulations (including, without limitation, regulations, decisions, directives and orders of the OCC, the FDIC, the Federal Reserve or the Commission); the PyraMax Parties have conducted and are conducting their respective businesses so as to

 

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comply in all respects with all applicable statutes and regulations (including, without limitation, regulations, decisions, directives and orders of the OCC and the FDIC), except where the failure to so comply would not be reasonably expected to have a Material Adverse Effect, and there is no charge, investigation, action, suit or proceeding before or by any court, regulatory authority or governmental agency or body pending or, to the knowledge of any of the PyraMax Parties, threatened, which might materially and adversely affect the Reorganization, the performance of this Agreement, or the consummation of the transactions contemplated in the Plan as described in the Registration Statement, or which might be reasonably expected to result in a Material Adverse Effect.

(dd) Prior to the Closing Date, the PyraMax Parties will have received the opinion of their special counsel, Luse Gorman, PC, with respect to the federal income tax consequences of the Reorganization and the opinion of Wipfli LLP with respect to the Wisconsin income tax consequences of the Reorganization; all material aspects of the opinions of Luse Gorman, PC and Wipfli LLP are accurately summarized in the Registration Statement and Prospectus, and the facts upon which such opinions are based are truthful, accurate and complete, and none of the PyraMax Parties will intentionally take any action inconsistent therewith.

(ee)    The PyraMax Parties have filed all required federal and state tax returns, paid all taxes that have become due and payable, except where permitted to be extended or where the failure to pay such taxes would not be reasonably expected to have a Material Adverse Effect, and made adequate reserves for similar future tax liabilities to the extent required by GAAP, and no deficiency has been asserted with respect thereto by any taxing authority. There are no transfer taxes or other similar fees or charges under Federal law or the laws of any state, or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement by the PyraMax Parties or with the issuance, sale or contribution by the Company of the Shares and the Foundation Shares.

(ff) No approval, authorization, consent or other order of any regulatory or supervisory or other public authority is required for the execution and delivery by the PyraMax Parties of this Agreement, or the issuance of the Shares and the Foundation Shares, except for the approvals of the Federal Reserve, the FDIC, the OCC and the Commission, such approvals as may be required under the rules of FINRA or the NASDAQ Stock Market LLC (the “NASDAQ”), and any necessary qualification, notification, or registration or exemption under the securities or blue sky laws of the various states in which the Shares are to be offered.

(gg) None of the PyraMax Parties has: (i) issued any securities within the last 18 months except for (a) notes to evidence Bank loans or other liabilities in the ordinary course of business or as described in the Prospectus, and (b) shares of Common Stock issued with respect to the initial capitalization of the Company; (ii) had any dealings with respect to sales of securities within the 12 months prior to the date hereof with any member of FINRA, or any person related to or associated with such member, other than discussions and meetings relating to the Offering and purchases and sales of U.S. government and agency and other securities in the ordinary course of business; or (iii) engaged any intermediary between the Agent and the PyraMax Parties in connection with the Offering or the offering of shares of the Common Stock of the Company, and no person is being compensated in any manner for such services. Appropriate arrangements have been made for placing the funds received from subscriptions for

 

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Shares in a special interest-bearing account with the Bank until all Shares are sold and paid for, with provision for refund to the purchasers in the event that the Reorganization is not completed for whatever reason or for delivery to the Company if all Shares are sold.

(hh)    To the knowledge of the PyraMax Parties, the PyraMax Parties have not made any payment of funds of the PyraMax Parties as a loan to any person for the purchase of Shares, except for the Company’s loan to the employee stock ownership plan, the proceeds of which may be used to purchase Shares, or has made any other payment or loan of funds prohibited by law, and no funds have been set aside to be used for any payment prohibited by law.

(ii)    The PyraMax Parties are in compliance in all material respects with the applicable financial record keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, and the regulations and rules thereunder. The Bank has established compliance programs and is in compliance in all material respects with the requirements of the Uniting and Strengthening America by Providing Appropriate Tools Required to Interrupt and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”) and all applicable regulations promulgated thereunder, and, except as disclosed in the Prospectus, there is no charge, investigation, action, suit or proceedings before any governmental authority pending or, to the knowledge of the Bank, threatened regarding the Bank’s compliance with the USA PATRIOT Act or any regulations promulgated hereunder.

(jj)     All Sales Information (as defined in Section 12(a)) used by the PyraMax Parties in connection with the Offering that is required by the Federal Reserve, the OCC, the FDIC or the SEC to be filed has been filed with the Federal Reserve, the OCC, the FDIC or the SEC, as applicable.

(kk)    None of the PyraMax Parties nor any properties owned or operated by any of them, is in violation of or liable under any Environmental Law (as defined below), except for such violations or liabilities that, individually or in the aggregate, would not be reasonably expected to have a Material Adverse Effect. There are no actions, suits or proceedings, or demands, claims, notices or investigations (including, without limitation, notices, demand letters or requests for information from any environmental agency) instituted or pending or, to the knowledge of any of the PyraMax Parties, threatened relating to the liability of any property owned or operated by any of the PyraMax Parties under any Environmental Law, except for such actions, suits or proceedings, or demands, claims, notices or investigations that, individually or in the aggregate, would not be reasonably expected to have a Material Adverse Effect. For purposes of this subsection, the term “Environmental Law” means any federal, state, local or foreign law, statute, ordinance, rule, regulation, code, license, permit, authorization, approval, consent, order, judgment, decree, injunction or agreement with any regulatory authority relating to (i) the protection, preservation or restoration of the environment (including, without limitation, air, water, vapor, surface water, groundwater, drinking water supply, surface soil, subsurface soil, plant and animal life or any other natural resource), and/or (ii) the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal of any substance presently listed, defined, designated or classified as hazardous, toxic, radioactive, whether by type or by quantity, including any material containing any such substance as a component.

 

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(ll)     The PyraMax Parties own, or have valid, binding, enforceable and sufficient licenses or other rights to use the patents and patent applications, copyrights, trademarks, service marks, trade names, technology, know-how (including trade secrets and other unpatented and/or unpatentable proprietary rights) and other intellectual property necessary or used in any material respect to conduct their business in the manner in which it is being conducted and in the manner in which it is contemplated as set forth in the Prospectus (collectively, the “PyraMax Parties’ Intellectual Property”). The PyraMax Parties’ Intellectual Property is valid, subsisting and enforceable, and none of the patents owned or licensed by the PyraMax Parties is unenforceable or invalid. To the PyraMax Parties’ knowledge, no PyraMax Party has infringed or otherwise violated any intellectual property rights of any third person nor is obligated to pay a royalty, grant a license, or provide other consideration to any third party in connection with any of the PyraMax Parties’ Intellectual Property. No person has asserted in writing, or to the PyraMax Parties’ knowledge, threatened to assert any claim against, or notified, the PyraMax Parties that (i) the PyraMax Parties have infringed or otherwise violated any intellectual property rights of any third person, (ii) the PyraMax Parties are in breach or default of any contract under which any of the PyraMax Parties’ Intellectual Property is provided, (iii) such person will terminate a contract described in clause (ii) or adversely alter the scope of the rights provided thereunder or (iv) otherwise concerns the ownership, enforceability, validity, scope, registerability, interference, use or the right to use, any of the PyraMax Parties’ Intellectual Property. To the knowledge of each PyraMax Party, no third party is infringing or otherwise violating any of the PyraMax Parties’ Intellectual Property.

(mm)     The PyraMax Parties have not relied upon Agent or its counsel for any legal, tax or accounting advice in connection with the Reorganization.

(nn)     The records used by the PyraMax Parties to determine the identity of Eligible Account Holders, Supplemental Eligible Account Holders and Other Members are accurate and complete in all material respects.

(oo)     None of the PyraMax Parties is required to be registered as an investment company under the Investment Company Act of 1940.

(pp)     Any certificates signed by an officer of any of the PyraMax Parties and delivered to the Agent or its counsel that refer to this Agreement shall be deemed to be a representation and warranty by the PyraMax Parties to the Agent as to the matters covered thereby with the same effect as if such representation and warranty were set forth herein.

(qq)     No PyraMax Party maintains any “pension plan,” as defined in the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), except as may be disclosed in the Registration Statement and the Prospectus. In addition, (i) the employee benefit plans, including any pension plans and employee welfare benefit plans, of the PyraMax Parties (the “Employee Plans”) have been operated in compliance with the applicable provisions of ERISA, the Internal Revenue Code of 1986, as amended (the “Code”), all regulations, rulings and announcements promulgated or issued thereunder and all other applicable laws and governmental regulations, (ii) no reportable event under Section 4043(c) of ERISA has occurred with respect to any Employee Plan of the PyraMax Parties for which the reporting requirements have not been waived by the Pension Benefit Guaranty Corporation, (iii) no prohibited

 

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transaction under Section 406 of ERISA, for which an exemption does not apply, has occurred with respect to any Employee Plan of the PyraMax Parties and (iv) all Employee Plans of the PyraMax Parties that are group health plans have been operated in compliance with the group health plan continuation coverage requirements of Section 4980B of the Code, except to the extent such noncompliance, reportable event or prohibited transaction would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. There are no pending or, to the knowledge of the PyraMax Parties, threatened claims by or on behalf of any Employee Plan of the PyraMax Parties, by any employee or beneficiary covered under any such Employee Plan or by any governmental authority, or otherwise involving such Employee Plans or any of their respective fiduciaries (other than for routine claims for benefits).

(rr)    No PyraMax Party or, to their knowledge, any director, officer, agent, employee or affiliate of any PyraMax Party is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

(ss)    To the extent applicable, all disclosures contained in the Registration Statement and the Prospectus, including the documents incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the 1933 Act) comply in all material respects with Regulation G of the 1934 Act and Item 10 of Regulation S-K under the 1933 Act.

(tt)     As of the date hereof and as of the Closing Date, except as described in the Prospectus, no PyraMax Party is subject or is party to, or has received any notice or advice that any of them may become subject or party to, any investigation with respect to, any cease-and-desist order, written agreement, consent agreement, memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or is a party to any commitment letter or similar undertaking to, or is subject to any directive by, or has been a recipient of any supervisory letter from (including, without limitation, any notification from the FDIC or the Federal Reserve of a proposal to increase the minimum capital requirements of a PyraMax Party) or has adopted any board resolutions at the request of, any regulatory authority that currently relates to or restricts in any material respect the conduct of their business or that in any manner relates to their capital adequacy, credit policies or management (each, a “Regulatory Agreement”), nor has any PyraMax Party been advised by any regulatory authority that such regulatory authority is considering issuing or requesting any such Regulatory Agreement. There is no unresolved violation, criticism or exception by any regulatory authority with respect to any report or statement relating to any examinations of the Company or the Bank that would be reasonably expected to result in a Material Adverse Effect.

(uu)    The Company has submitted or will have submitted prior to Closing Date all notices required to consummate the Reorganization and to have the Shares and the Foundation Shares listed on the Nasdaq Capital Market effective as of the Closing Date referred to in Section 3 hereof.

 

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(vv)     At or prior to the Closing Date, the Company will have filed a Form 8-A for the Common Stock to be registered under Section 12(b) of the Exchange Act.

(ww)     Neither the Company nor any affiliate of the Company nor any person acting on their behalf has taken, nor will take, directly or indirectly, any action which is designed, or which has constituted or which would be expected, to cause or result in any unlawful stabilization or manipulation of the price of any security of the Company.

(xx)     No relationship, direct or indirect, exists between or among any PyraMax Party, on the one hand, and the directors, officers, shareholders, customers or suppliers of such PyraMax Party, on the other, that is required by the 1933 Act and the 1933 Act Regulations to be described in the Registration Statement or Prospectus and that is not so described.

(yy)     Except as described in the Prospectus, there are no material off-balance sheet transactions, arrangements, obligations (including contingent obligations), or any other relationships with unconsolidated entities or other persons, that may have a material current or future effect on the Company’s consolidated financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses.

(zz)     As of the Closing Date the Company will be in compliance with the applicable provisions of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), the rules and regulations of the Commission thereunder, and the NASDAQ corporate governance rules applicable to the Company, and will use its best efforts to comply with those provisions of the Sarbanes-Oxley Act, the rules and regulations of the Commission thereunder and the NASDAQ corporate governance rules that will become effective in the future upon their effectiveness.

(aaa)     All of the loans represented as assets of the PyraMax Parties in the Registration Statement or Prospectus meet or are exempt from all requirements of federal, state and local law pertaining to lending, including, without limitation, truth in lending (including the requirements of Regulation Z and 12 C.F.R. Part 226), real estate settlement procedures, consumer credit protection, equal credit opportunity and all disclosure laws applicable to such loans, except for violations which, if asserted, would not be reasonably expected to have a Material Adverse Effect.

(bbb)     To the PyraMax Parties’ knowledge, there are no affiliations or associations between the Agent and any of the PyraMax Parties’ officers or directors.

(ccc)     The Company has taken all actions necessary to obtain at the Closing Date a blue sky memorandum from Luse Gorman, PC.

(ddd)     The Foundation has been duly authorized and incorporated and is validly existing as a non-stock corporation in good standing under the laws of the State of Delaware with corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus; the Foundation will not be a savings and loan holding company within the meaning of 12 C.F.R. Section 238.2 as a result of the issuance of shares of Common Stock to it in accordance with the terms of the Plan and in the amounts as described in the Prospectus; no regulatory approvals are required to establish the Foundation and to contribute

 

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the shares of Common Stock thereto as described in the Prospectus other than those obtained from the Federal Reserve; except as specifically disclosed in the Prospectus, there are no agreements and/or understandings, written or oral, between the Company and the Bank on the one hand and the Foundation, on the other, with respect to the control, directly or indirectly, over the voting and the acquisition or disposition of the Foundation Shares; at the Closing Date, the Foundation Shares will have been duly authorized for issuance and, when issued and contributed by the Company pursuant to the Plan, will be duly and validly issued and fully paid and nonassessable. The issuance of the Foundation Shares to the Foundation pursuant to the Plan has been registered under the 1933 Act pursuant to the Registration Statement.

Section 7.    Representations and Warranties of the Agent. The Agent represents and warrants to the Company that:

(a)    The Agent is a corporation validly existing in good standing under the laws of the State of New York and licensed to conduct business in the State of Wisconsin and all states in which the Shares will be offered for sale with full power and authority to provide the services to be furnished to the PyraMax Parties hereunder.

(b)    The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms (except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights generally, or by general equity principles, regardless of whether such enforceability is considered in a proceeding in equity or at law, and except to the extent, if any, that the provisions of Section 12 and Section 13 hereof may, with respect to the Agent, be unenforceable as against public policy).

(c)    Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering.

(d)    The execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not conflict with, or result in a breach of, any of the terms, provisions or conditions of, or constitute a default (or an event which with notice or lapse of time or both would constitute a default) under, the Certificate of Incorporation or Bylaws of the Agent or any material agreement, indenture or other instrument to which the Agent is a party or by which it or its property is bound.

(e)    No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received.

 

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(f)    No action, suit, charge or proceeding before the Commission, FINRA, any state securities commission or any court is pending or, to the knowledge of Agent, threatened, against Agent which, if determined adversely to Agent, would have a material adverse effect upon the ability of Agent to perform its obligations under this Agreement.

Section 8.    Covenants of the PyraMax Parties.

The PyraMax Parties hereby jointly and severally covenant with the Agent as follows:

(a)    The Company will not, at any time after the date the Registration Statement is initially filed, file any amendment or supplement to the Registration Statement without providing the Agent and its counsel a reasonable opportunity to review and comment on such amendment or supplement. The Company will furnish promptly to the Agent and its counsel copies of all correspondence from the Commission with respect to the Registration Statement and the Company’s responses thereto.

(b)    The Company represents and agrees that it has not made and, unless it obtains the prior written consent of the Agent, will not make any offer relating to the Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433 under the 1933 Act, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 under the 1933 Act, required to be filed with the SEC. Any such free writing prospectus consented to by the Company and the Agent is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the SEC where required, legending and record keeping. The Company represents that it has satisfied the conditions in Rule 433 to avoid a requirement to file with the SEC any electronic road show.

(c)    If at any time following issuance of a Permitted Free Writing Prospectus there occurred or occurs an event or development as a result of which such Permitted Free Writing Prospectus conflicted or would conflict in any material respect with the information contained in the Registration Statement or Prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Agent that any use of such Permitted Free Writing Prospectus shall cease until it is amended or supplemented, and the Company will promptly amend or supplement such Permitted Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

(d)    The PyraMax Parties will not, at any time after the date any Application is approved, file any amendment or supplement to any Application without providing the Agent and its counsel a reasonable opportunity to review and comment on the non-confidential portions of such amendment or supplement. The PyraMax Parties will furnish promptly to the Agent and its counsel copies of all correspondence from the Federal Reserve, the OCC, the FDIC and the SEC with respect to the Applications and the PyraMax Parties’ responses thereto.

 

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(e)    The PyraMax Parties will use their best efforts to cause any post-effective amendment to the Registration Statement to be declared effective by the Commission and any post-approval amendment to the MHC Notice and/or the Holding Company Application to be approved by the Federal Reserve, any post-approval amendment to the OCC Applications to be approved by the OCC and any post-approval amendment to the FDIC Application to be approved by the FDIC and will immediately upon receipt of any information concerning the events listed below notify the Agent: (i) when the Registration Statement, as amended, has become effective; (ii) of the receipt of any comments from the Federal Reserve, the FDIC, the OCC or any other governmental entity with respect to the Reorganization or the transactions contemplated by this Agreement; (iii) of any request by the Commission, the Federal Reserve, the FDIC, the OCC or any other governmental entity for any amendment or supplement to the Registration Statement or the Applications or for additional information; (iv) of the issuance by the Commission, Federal Reserve, or any other governmental agency of any order or other action suspending the Offering or the use of the Prospectus, or the threat of any such action; or (v) of the issuance by the Commission or any other state authority of any stop order suspending the effectiveness of the Registration Statement or of the initiation or threat of initiation or threat of any proceedings for that purpose. The PyraMax Parties will make every reasonable effort (i) to prevent the issuance by the SEC, the Federal Reserve or any other regulatory authority of any such order and (ii) if any such order shall at any time be issued, to obtain the lifting thereof at the earliest possible time. The PyraMax Parties will provide copies of the foregoing comments, requests and orders to the Agent upon receipt of such items.

(f)    The Company will make generally available to its security holders as soon as practicable, but in any event not later than 18 months after the effective date of the Registration Statement (as defined in Rule 158(c) under the 1933 Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the 1933 Act and the 1933 Act Regulations.

(g)    The PyraMax Parties will deliver to the Agent and to its counsel two conformed copies of each of the following documents, with all exhibits: the Applications, as originally filed and each amendment or supplement thereto, and the Registration Statement, as originally filed and each amendment thereto. Further, the PyraMax Parties will deliver such additional copies of the foregoing documents to counsel to the Agent as may be required for any FINRA filings.

(h)    The PyraMax Parties will furnish to the Agent, from time to time during the period when the Prospectus (or any later prospectus related to this Offering) is required to be delivered under the 1933 Act or the 1933 Act Regulations, such number of copies of such Prospectus (as amended or supplemented) as the Agent may reasonably request for the purposes contemplated by the 1933 Act and the 1933 Act Regulations. The Company authorizes the Agent to use the Prospectus (as amended or supplemented, if amended or supplemented) in any lawful manner contemplated by the Plan in connection with the sale of the Shares by the Agent.

(i)    The PyraMax Parties will comply in all material respects with any and all terms, conditions, requirements and provisions with respect to the Reorganization and the transactions contemplated thereby, imposed by the Commission, the Federal Reserve, the OCC, the FDIC, the MHC Regulations or the Control Act Regulations, and by the 1933 Act, the 1934

 

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Act. the 1933 Act Regulations and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”), to be complied with prior to or subsequent to the Closing Date; and when the Prospectus is required to be delivered, and during such time period the PyraMax Parties will comply in all material respects, at their own expense, with all requirements imposed upon them by the Commission, the Federal Reserve, the OCC, the FDIC, the MHC Regulations or the Control Act Regulations, and by the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations, including, without limitation, Rule 10b-5 under the 1934 Act, in each case as from time to time in force, so far as necessary to permit the continuance of sales or dealing in the Shares during such period in accordance with the provisions hereof and the Prospectus. The Company will comply in all material respects with all undertakings contained in the Registration Statement.

(j)    The Company will prepare the Prospectus in a form approved by the Agent and will file such Prospectus pursuant to Rule 424(b) under the 1933 Act not later than the SEC’s close of business on the second business day following the date such Prospectus is first used.

(k)    During any period when the Prospectus is required to be delivered, each of the PyraMax Parties will inform the Agent of any event or circumstance of which it is or becomes aware as a result of which the Registration Statement and/or Prospectus, as then supplemented or amended, would include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading. If it is necessary, in the reasonable opinion of counsel for the PyraMax Parties, to amend or supplement the Registration Statement or the Prospectus in order to correct such untrue statement of a material fact or to make the statements therein not misleading in light of the circumstances existing at the time of their use, the PyraMax Parties will, at their expense, prepare, file with the Commission and the Federal Reserve, and furnish to the Agent, a reasonable number of copies of an amendment or amendments of, or a supplement or supplements to, the Registration Statement and the Prospectus (after a reasonable time for review by counsel for the Agent) which will amend or supplement the Registration Statement and/or the Prospectus so that as amended or supplemented it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at the time, not misleading. For the purpose of this subsection, each of the PyraMax Parties will furnish such information with respect to itself as the Agent may from time to time reasonably request.

(l)    Pursuant to the terms of the Plan, the Company will endeavor in good faith, in cooperation with the Agent, to register or to qualify the Shares and the Foundation Shares, to the extent applicable, for offering and sale or to exempt such Shares and Foundation Shares from registration and to exempt the Company and its officers, directors and employees from registration as broker-dealers, under the applicable securities laws of the jurisdictions in which the Offering will be conducted; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation to do business in any jurisdiction in which it is not so qualified, or to register its directors or officers as brokers, dealers, salespersons or agents in any jurisdiction. In each jurisdiction where any of the Shares or Foundation Shares shall have been registered or qualified as above provided,

 

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the Company will make and file such statements and reports as are required by the applicable regulatory authority in connection with such registration or qualification.

(m)    The Company and the Bank will not sell or issue, contract to sell or otherwise dispose of, for a period of 90 days after the date hereof, any shares of their capital stock or securities convertible into or exercisable for shares of their capital stock, without the Agent’s prior written consent other than the Shares and the Foundation Shares or in connection with any plan or arrangement described in the Prospectus.

(n)    The PyraMax Parties will use the net proceeds from the sale of the Common Stock in the manner set forth in the Prospectus under the caption “How We Intend to Use the Proceeds from the Offering.”

(o)    The PyraMax Parties will distribute the Prospectus or other offering materials in connection with the offering and sale of the Common Stock only in accordance with the MHC Regulations, the 1933 Act and the 1933 Act Regulations, and the laws of any state in which the Shares are qualified for sale.

(p)    On or prior to the Closing Date, the Company shall register its Common Stock under Section 12(b) of the 1934 Act. The Company shall maintain the effectiveness of such registration for not less than three years or such shorter period as may be required by applicable law. For three years, the Company will use its best efforts to effect and maintain the listing of the Common Stock on the Nasdaq Capital Market and, once listed on the Nasdaq Capital Market, the Company will comply with all applicable listing standards required by NASDAQ.

(q)    During the period during which Shares are registered under the 1934 Act, the Company will furnish to its shareholders as soon as practicable after the end of each fiscal year an annual report of the Company (including a consolidated balance sheet and statements of consolidated income, shareholders’ equity and cash flows of the Company and its subsidiaries as at the end of and for such year, certified by independent public accountants in accordance with Regulation S-X under the 1933 Act and the 1934 Act). During the period of three years from the date hereof, the Company will furnish to the Agent unless available on the Commission’s EDGAR system: (i) as soon as practicable after such information is publicly available, a copy of each report of the Company furnished to or filed with the Commission under the 1934 Act or any national securities exchange or system on which any class of securities of the Company is listed or quoted (including, but not limited to, reports on Forms 10-K, 10-Q and 8-K and all proxy statements and annual reports to shareholders), (ii) a copy of each other non-confidential report of the Company mailed to its shareholders or filed with the Commission, the Federal Reserve or any other supervisory or regulatory authority or any national securities exchange or system on which any class of securities of the Company is listed or quoted, each press release, and material news items and additional documents and information with respect to the Company or the Bank as the Agent may reasonably request; and (iii) from time to time, such other non-confidential information concerning the PyraMax Parties as the Agent may reasonably request.

(r)    The PyraMax Parties will maintain appropriate arrangements for depositing with the Bank all funds received from persons submitting subscriptions for or orders

 

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to purchase Shares in the Offering, on an interest bearing basis at the rate described in the Prospectus until the Closing Date and satisfaction of all conditions precedent to the release of the Company’s obligation to refund payments received from persons subscribing for or ordering Shares in the Offering, in accordance with the Plan as described in the Prospectus, or until refunds of such funds have been made to the persons entitled thereto or withdrawal authorizations canceled in accordance with the Plan and as described in the Prospectus. The PyraMax Parties will maintain such records of all funds received to permit the funds of each subscriber to be separately insured by the FDIC (to the maximum extent allowable) and to enable the PyraMax Parties to make the appropriate refunds of such funds in the event that such refunds are required to be made in accordance with the Plan and as described in the Prospectus.

(s)    Each of the MHC and the Company will register as a savings and loan holding company under HOLA.

(t)    The PyraMax Parties will take such actions and furnish such information as are reasonably requested by the Agent in order for the Agent to ensure compliance with Rules 5130 and 5131 of FINRA.

(u)    Until the Closing Date, the PyraMax Parties will conduct their businesses in compliance in all material respects with all applicable federal and state laws, rules, regulations, decisions, directives and orders, including all decisions, directives and orders of the Commission, the OCC, the FDIC and the Federal Reserve.

(v)    The PyraMax Parties will not amend the Plan without notifying the Agent prior thereto.

(w)    The PyraMax Parties will take all actions necessary to ensure that, immediately upon completion of the sale by the Company of the Shares and the completion of certain transactions necessary to implement the Plan, all terms, conditions, requirements and provisions with respect to the Reorganization (except those that are conditions subsequent) imposed on the PyraMax Parties by the Federal Reserve, the OCC, the FDIC, the Commission, or any other governmental authority, if any, shall have been complied with by the PyraMax Parties in all material respects or appropriate waivers shall have been obtained and all notice and waiting periods shall have been satisfied, waived or elapsed.

(x)    The Company shall provide the Agent with any information necessary to allow the Agent to manage the allocation process in order to permit the Company to carry out the allocation of the Shares in the event of an oversubscription, and such information shall be accurate and reliable in all material respects.

(y)    Prior to the Closing Date, the PyraMax Parties will inform the Agent of any event or circumstances of which it is aware as a result of which the Registration Statement and/or Prospectus, as then amended or supplemented, would contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading.

 

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(z)     The Company will not deliver the Shares or the Foundation Shares until the PyraMax Parties have satisfied or caused to be satisfied each condition set forth in Section 11 hereof, unless such condition is waived in writing by the Agent.

(aa)     Prior to the Closing Date, the Plan and the contribution to the Foundation shall have been approved by the Members of the Bank in accordance with the Plan and the MHC Regulations and the applicable provisions, if any, of the Bank’s charter and bylaws.

(bb)     Subsequent to the date the Registration Statement is declared effective by the Commission and prior to the Closing Date, except as otherwise may be indicated or contemplated therein or set forth in an amendment or supplement thereto, none of the PyraMax Parties will: (i) issue any securities or incur any liability or obligation, direct or contingent, for borrowed money, except borrowings from the same or similar sources indicated in the Prospectus in the ordinary course of its business, or (ii) enter into any transaction which is material in light of the business and properties of the PyraMax Parties, taken as a whole.

(cc)     The facts and representations provided to Luse Gorman, PC by the Company and upon which Luse Gorman, PC will base its opinion under Section 11(c)(1) of this Agreement are and will be truthful, accurate and complete.

(dd)     Other than as permitted by the MHC Regulations, the 1933 Act, the 1933 Act Regulations and the laws of any jurisdiction in which the Shares are qualified for sale, the PyraMax Parties will not distribute any offering material in connection with the Offering except for the Prospectus and the Sales Information (as defined in Section 12 hereof) that has been filed with the Registration Statement and MHC Notice and authorized for use by the SEC and the Federal Reserve. The Sales Information will not conflict in any material respect with the information contained in the Registration Statement and the Prospectus.

(ee)    The Company will report the use of proceeds of the Offering in accordance with Rule 463 of the 1933 Act Regulations.

(ff)     Until the completion of all actions required in connection with the Reorganization and this Agreement, the Company will comply, and use its best efforts to cause its directors and officers, in their capacities as such, to comply, in all material respects, with all effective applicable provisions of federal and state securities laws and the rules and regulations thereunder.

(gg)     The Company shall notify the Agent when funds shall have been received from the minimum number of Shares set forth in the Prospectus.

(hh)     The PyraMax Parties shall use their best efforts to ensure that the Foundation submits within the time frames required by applicable law a request to the Internal Revenue Service to be recognized as a tax-exempt organization under Section 501(c)(3) of the Code; the PyraMax Parties will take no action which may reasonably be expected to result in the possible loss of the Foundation’s tax-exempt status; and none of the PyraMax Parties will contribute any additional assets to the Foundation until such time that such additional contributions will be deductible for federal and state income tax purposes.

 

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Section 9.    Covenants Of The Agent. The Agent hereby covenants with the PyraMax Parties as follows:

(a)    During the Offering, the Agent shall comply, in all material respects, with all requirements imposed upon it by the Federal Reserve and by the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations with respect to the Offering.

(b)    The Agent shall distribute the Prospectus in connection with the sales of the Common Stock in accordance with the MHC Regulations, the 1933 Act and the 1933 Act Regulations.

Section 10. Payment of Expenses. Whether or not the Reorganization is completed or the sale and issuance of the Shares by the Company is consummated, the PyraMax Parties will pay for all their expenses incident to the performance of this Agreement customarily borne by issuers, including without limitation: (a) the preparation and filing of the Applications; (b) the preparation, printing, filing, delivery and mailing of the Registration Statement, including the Prospectus, and all documents related to the Offering and proxy solicitation; (c) all filing fees and expenses in connection with the qualification or registration of the Shares for offer and sale by the Company under the securities or blue sky laws, including without limitation filing fees, reasonable legal fees and disbursements of counsel in connection therewith, and in connection with the preparation of a blue sky law survey; (d) the filing fees of FINRA related to the Agent’s fairness filing under FINRA Rule 5310; (e) fees and expenses related to the preparation of the Appraisal; (f) fees and expenses related to auditing and accounting services; (g) expenses relating to advertising, temporary personnel, investor meetings and stock information center; (h) transfer agent fees and costs of preparation and distribution of stock certificates; and (i) any fees or expenses associated with listing on NASDAQ or OTC Markets Group fees. In the event that the Agent incurs any expenses on behalf of the PyraMax Parties, the PyraMax Parties will pay or reimburse the Agent for such expenses regardless of whether the Reorganization is successfully completed, and such reimbursements will not be included in the expense limitations set forth in Section 4 above.

Section 11. Conditions to the Agent’s Obligations. The obligations of the Agent hereunder are subject, to the extent not waived in writing by the Agent, to the condition that all representations and warranties of the PyraMax Parties herein contained are, at and as of the commencement of the Offering and (except to the extent such representations and warranties speak as of an earlier date) at and as of the Closing Date, true and correct in all material respects (except to the extent such representations or warranties are qualified as to materiality, in which case they shall be true and correct in all respects), the condition that the PyraMax Parties shall have performed, in all material respects, all of their obligations hereunder to be performed on or before such dates and to the following further conditions:

(a)    At the Closing Date, the PyraMax Parties shall have conducted the Reorganization and the establishment of and contribution to the Foundation of the Foundation Shares in all material respects in accordance with the Plan, the MHC Regulations, the Control Act Regulations and all other applicable laws, regulations, decisions and orders, including all terms, conditions, requirements and provisions precedent to the Reorganization imposed upon them by the Federal Reserve, the OCC, the FDIC, and the Commission or any other government authority.

 

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(b)    The Registration Statement shall have been declared effective by the Commission and the Applications shall have been approved by the Federal Reserve, the OCC and the FDIC, as applicable, as of the date of this Agreement and, at the Closing Date, no stop order or other action suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or, to the knowledge of the PyraMax Parties, threatened by the Commission or any regulatory authority and no order or other action suspending the authorization for use of the Prospectus or the consummation of the Reorganization shall have been issued, or proceedings therefor initiated or, to the knowledge of the PyraMax Parties, threatened by the Federal Reserve, the Commission, the OCC or the FDIC or any other regulatory authority. The Shares and the Foundation Shares shall have been registered for offering and sale or exempted therefrom under the securities or blue sky laws of the jurisdictions as the Agent shall have reasonably requested and as agreed to by the Company.

(c)    At the Closing Date, the Agent shall have received:

(1)    The opinion, dated as of the Closing Date and addressed to the Agent and for its benefit and upon which Agent’s counsel may rely for purposes of delivering its legal opinion (if any), of Luse Gorman, PC, in form and substance satisfactory to the Agent and counsel for the Agent, to the effect as attached hereto as Exhibit A.

(2)    In addition, such counsel shall state in a separate letter that during the preparation of the Registration Statement, the Prospectus, and the Applications, they participated in conferences with certain officers of, the independent public accountants for, and other representatives of, the PyraMax Parties, at which conferences the contents of the Registration Statement, the Prospectus, the Proxy Statement and the Applications and related matters were discussed and, while such counsel have not confirmed the accuracy or completeness of or otherwise verified the factual information contained in the Registration Statement, the Prospectus, the Proxy Statement and the Applications, and do not assume any responsibility for such information, based upon such conferences and a review of documents deemed relevant for the purpose of rendering their opinion (relying as to materiality as to factual matters on certificates of officers and other factual representations by the PyraMax Parties), nothing has come to their attention that would lead them to believe that the Registration Statement, the Prospectus, the Proxy Statement or any of the Applications, or any amendment or supplement thereto (other than the financial statements, the notes thereto, and other tabular, financial, statistical and appraisal data included therein as to which no view need be rendered) contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(d)    Concurrently with the execution of this Agreement, the Agent shall receive a letter from Wipfli LLP dated the date hereof and addressed to the Agent, such letter (i) confirming that Wipfli LLP is a firm of independent public accountants within the meaning of the

 

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1933 Act and the 1933 Act Regulations and the PCAOB, and stating in effect that in the opinion of Wipfli LLP, the financial statements of the Bank included in the Prospectus comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the 1934 Act and the related rules and regulations of the Commission thereunder, the Federal Reserve, the OCC and the FDIC; (ii) stating in effect that, on the basis of certain agreed upon procedures (but not an audit in accordance with generally accepted auditing standards) consisting of a review (in accordance with Auditing Standard No. 4105) of the latest available unaudited interim financial statements of the Bank prepared by the PyraMax Parties, a reading of the minutes of the meetings of the Board of Directors of the Bank and committees thereof and consultations with officers of the Bank responsible for financial and accounting matters, nothing came to their attention which caused them to believe that: (A) such unaudited financial statements included in the Prospectus are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included in the Prospectus; or (B) except as stated in such letter, during the period from the date of the latest unaudited financial statements included in the Prospectus to a specified date not more than three business days prior to the date of the Prospectus, there was any increase in borrowings (defined as securities sold under agreements to repurchase and any other form of debt other than deposits), non-performing loans or special mention loans or decrease in the deposits, total assets, total loans, the allowance for loan losses or equity, or there was any decrease in total interest income, net interest income, net interest income after the provision for loan losses, income (loss) before income taxes, or net income (loss) of the Bank for the period commencing immediately after the period covered by the latest unaudited income statement included in the Prospectus and ended not more than three business days prior to the date of the Prospectus as compared to the corresponding period in the preceding year; and (iii) stating that, in addition to the audit referred to in its opinion included in the Prospectus and the performance of the procedures referred to in clause (ii) of this subsection (d), they have compared with the general accounting records of the Bank, which are subject to the internal controls of the accounting system of the Bank and other data prepared by the PyraMax Parties from accounting records, to the extent specified in such letter, such amounts and/or percentages set forth in the Prospectus as the Agent may reasonably request, and they have found such amounts and percentages to be in agreement therewith (subject to rounding).

(e)    At the Closing Date, the Agent shall receive a letter from Wipfli LLP dated the Closing Date, addressed to the Agent, confirming the statements made by its letter delivered pursuant to Section 11(d), the “specified date” referred to in clause (ii)(B) thereof to be a date specified in the letter required by this subsection (e) which for purposes of such letter shall not be more than three business days prior to the Closing Date.

(f)    At or prior to Closing Date, counsel to the Agent shall have been furnished with such documents as counsel for the Agent may reasonably require for the purpose of enabling them to advise the Agent with respect to the issuance and sale of the Shares and the contribution of the Foundation Shares as herein contemplated and related proceedings, or in order to evidence the accuracy of any of the representations and warranties, or the fulfillment of any of the conditions herein contained.

 

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(g)    At the Closing Date, the Agent shall receive a certificate of the Chief Executive Officer and Chief Financial Officer of each of the PyraMax Parties, dated the Closing Date, to the effect that:

(i)    they have examined the Registration Statement and at the time the Registration Statement became effective, the Prospectus did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading;

(ii)    there has not been, since the respective dates as of which information is given in the Registration Statement and the Prospectus, any Material Adverse Effect otherwise than as set forth or contemplated in the Registration Statement and the Prospectus;

(iii)    the representations and warranties contained in Section 6 of this Agreement are true and correct with the same force and effect as though made at and as of the Closing Date;

(iv)    the PyraMax Parties have complied in all material respects with all agreements and satisfied all conditions on their part to be performed or satisfied at or prior to the Closing Date, including the conditions contained in this Section 11;

(v)    no stop order has been issued or, to their knowledge, is threatened, by the Commission or any other governmental body;

(vi)    no order suspending the Offering, the Reorganization, the acquisition of all outstanding capital stock of the Bank by the Company, the acquisition of a controlling interest in the Company by the MHC, or the effectiveness of the Registration Statement has been issued and, to their knowledge, no proceedings for any such purpose have been initiated or threatened by the Federal Reserve, the Commission, the OCC, the FDIC or any other federal or state authority; and

(vii)    to their knowledge, no person has sought to obtain regulatory or judicial review of the action of the Federal Reserve, the FDIC or the OCC in approving the Applications or to enjoin the Reorganization.

(h)    At the Closing Date, the Agent shall receive a letter from Keller & Company, Inc., dated as of the Closing Date,

(i)    confirming that said firm is independent of the PyraMax Parties and is experienced and expert in the area of corporate appraisals,

(ii)    stating in effect that the Appraisal complies in all material respects with the applicable requirements of the MHC Regulations, and

(iii)    further stating that its opinion of the aggregate pro forma market value of the PyraMax Parties expressed in the Appraisal as most recently updated, remains in effect.

 

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(i)    None of the PyraMax Parties shall have sustained, since the date of the latest financial statements included in the Registration Statement and Prospectus, any material loss or interference with its business from fire, explosion, flood, earthquake or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth in the Registration Statement and the Prospectus, and since the respective dates as of which information is given in the Registration Statement and the Prospectus, there shall not have been any Material Adverse Effect, otherwise than as set forth in the Registration Statement and Prospectus, that is in the Agent’s reasonable judgment sufficiently material and adverse as to make it impracticable or inadvisable to proceed with the Offering or the delivery of the Shares on the terms and in the manner contemplated in the Prospectus.

(j)    Prior to and at the Closing Date, in the reasonable opinion of the Agent there shall have been no material adverse change in the financial condition or in the earnings or business of any of the PyraMax Parties independently, or the PyraMax Parties taken as a whole, from and as of the latest dates as of which such condition is set forth in the Prospectus, except as referred to therein.

(k)    At or prior to the Closing Date, (i) a copy of the letter from the Federal Reserve approving the MHC Notice, including the establishment of the Foundation; (ii) a copy of the letter from the Federal Reserve approving the Holding Company Application; (iii) a copy of the letter from the OCC approving the OCC Applications, (iv) a copy of the letter from the FDIC approving the FDIC Application, (v) a copy of the order from the Commission declaring the Registration Statement effective, if available; (vi) a certificate from the FDIC evidencing the Bank’s insurance of accounts; (vii) a certificate from the FHLB-Chicago evidencing the Bank’s membership therein; (viii) a certified copy of each of the Company’s, the Bank’s and the MHC’s Charter and Bylaws, as applicable; and (ix) any other documents that Agent shall reasonably request.

(l)    At the Closing Date, the Shares and the Foundation Shares shall have been approved for listing on the Nasdaq Capital Market.

(m)    Subsequent to the date hereof, there shall not have occurred any of the following:

(i)    a suspension or limitation in trading in securities generally on the New York Stock Exchange, the NASDAQ, or in the over-the-counter market, or quotations halted generally on the OTC Stock Market, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required by either of such exchanges or by order of the Commission or any other governmental authority other than temporary trading halts;

(ii)    a general moratorium on the operations of federally insured financial institutions or a general moratorium on the withdrawal of deposits from commercial banks or other federally insured financial institutions declared by either federal or state authorities; or

 

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(iii)    a material adverse change in the financial markets in the United States or elsewhere or any outbreak of hostilities or escalation thereof or other calamity or crisis, including, without limitation, terrorist activities after the date hereof, the effect of which, in the reasonable judgment of the Agent, is so material and adverse as to make it impracticable to market the Shares or to enforce contracts, including subscriptions or purchase orders, for the sale of the Shares.

(n)     Prior to and at the Closing Date, none of the PyraMax Parties will have received from the Federal Reserve, the OCC, or the FDIC any direction (oral or written) to make any material change in the method of conducting their business with which it has not complied (which direction, if any, shall have been disclosed to the Agent).

(o)     All such opinions, certificates, letters and documents delivered pursuant to this Section 11 will be in compliance with the provisions hereof only if they are reasonably satisfactory in form and substance to the Agent and to counsel for the Agent. Any certificate signed by an officer of any PyraMax Party and delivered to the Agent or to counsel for the Agent shall be deemed a representation and warranty by such PyraMax Party to the Agent as to the statements made therein.

Section 12. Indemnification.

(a)    The PyraMax Parties jointly and severally agree to indemnify and hold harmless the Agent, each person, if any, who controls the Agent within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act, and their respective partners, officers, directors, agents, attorneys, servants, employees, successors and assigns (each, a “Related Person”), against any and all loss, liability, claim, damage or expense whatsoever (including but not limited to settlement expenses, subject to the limitation set forth in the last sentence of subsection (c) below), joint or several, that the Agent or any of its Related Persons may suffer or to which the Agent or any of its Related Persons may become subject under all applicable federal and state laws or otherwise, and reasonably related to or arising out of the Reorganization or the Offering or the engagement of the Agent pursuant to, or the performance by the Agent of, the services contemplated by this Agency Agreement, and to promptly reimburse the Agent or any of its Related Persons upon written demand for any reasonable expenses (including reasonable fees and disbursements of counsel according to normal hourly rates) incurred by the Agent or any of its Related Persons in connection with investigating, preparing or defending any actions, proceedings or claims (whether commenced or threatened) to the extent such losses, claims, damages, liabilities, expenses or actions: (i) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment or supplement thereto), the Prospectus (or any amendment or supplement thereto), the Applications, or other instrument or document executed by any of the PyraMax Parties or based upon written information supplied by any of the PyraMax Parties filed in any state or jurisdiction to register or qualify any or all of the Shares or the Foundation Shares under the securities laws thereof (collectively, the “Blue Sky Applications”), or any application or other document, advertisement, or communication (“Sales Information”) prepared, made or executed by or on behalf of any of the PyraMax Parties with its consent or based upon information furnished by or on behalf of any of the PyraMax Parties, in order to qualify or register the Shares or the Foundation Shares under the securities laws thereof, (ii) arise out of or are based upon the

 

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omission or alleged omission to state in any of the foregoing documents or information, a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (iii) arise from any theory of liability whatsoever relating to or arising from or based upon the Registration Statement (or any amendment or supplement thereto), the Prospectus (or any amendment or supplement thereto), the Applications, any Blue Sky Applications or Sales Information or other documentation distributed in connection with the Offering; or (iv) result from any claims made with respect to the accuracy, reliability and completeness of the records identifying the Eligible Account Holders, Supplemental Eligible Account Holders and Other Members or for any denial or reduction of a subscription or order to purchase Shares, whether as a result of a properly calculated allocation pursuant to the Plan or otherwise, based upon such records; provided, however, that no indemnification is required under this subsection (a) to the extent such losses, claims, damages, liabilities, expenses or actions (i) arise out of or are based upon any untrue material statements or alleged untrue material statements in, or material omission or alleged material omission from, the Registration Statement (or any amendment or supplement thereto) or the Prospectus (or any amendment or supplement thereto), the Applications, the Blue Sky Applications or Sales Information or other documentation distributed in connection with the Reorganization made in reliance upon and in conformity with information furnished to the PyraMax Parties by the Agent or its representatives (including counsel) with respect to the Agent expressly for use in such documents or (ii) are attributable to the gross negligence, willful misconduct or bad faith of the Agent. As of the date of this Agreement, the only such information about the Agent provided for such use is contained in the Prospectus under the caption “The Reorganization and Offering—Plan of Distribution and Marketing Arrangements.” Provided further, that the PyraMax Parties will not be responsible for any loss, liability, claim, damage or expense to the extent a court of competent jurisdiction finds they result primarily from material oral misstatements by the Agent to a purchaser or prospective purchaser of Shares which are not based upon information in the Registration Statement or Prospectus, or from actions taken or omitted to be taken by the Agent in bad faith or from the Agent’s gross negligence or willful misconduct, and the Agent agrees to repay to the PyraMax Parties any amounts advanced to it by the PyraMax Parties in connection with matters as to which it is found by a court of competent jurisdiction not to be entitled to indemnification hereunder.

(b)    The Agent agrees to indemnify and hold harmless the PyraMax Parties and their Related Persons against any and all loss, liability, claim, damage or expense whatsoever (including but not limited to settlement expenses, subject to the limitation set forth in the last sentence of subsection (c) below), joint or several, which the PyraMax Parties or any of their Related Persons, may suffer or to which the PyraMax Parties or any of their Related Persons, may become subject under all applicable federal and state laws or otherwise, and to promptly reimburse the PyraMax Parties and their Related Persons upon written demand for any reasonable expenses (including reasonable out-of-pocket expenses, fees and disbursements of counsel) incurred by them in connection with investigating, preparing or defending any actions, proceedings or claims (whether commenced or threatened) to the extent such losses, claims, damages, liabilities, expenses or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment or supplement thereto), the Applications or any Blue Sky Applications or Sales Information or are based upon the omission or alleged omission to state in any of the foregoing documents a material fact required to be stated therein or necessary to make the statements

 

33


therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Agent’s obligations under this Section 12(b) shall exist only if and only to the extent that such untrue statement or alleged untrue statement was made in, or such material fact or alleged material fact was omitted from, the Applications, Registration Statement (or any amendment or supplement thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished to the PyraMax Parties by the Agent or its representatives (including counsel) expressly for use in such documents. As of the date of this Agreement, the only such information about the Agent provided for such use is contained in the Prospectus under the caption “The Reorganization and Offering – Plan of Distribution and Marketing Arrangements.”

(c)    Each indemnified party shall give prompt written notice to each indemnifying party of any action, proceeding, claim (whether commenced or threatened), or suit instituted against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve it from any liability which it may have on account of this Section 12, Section 13 or otherwise, unless the failure to give such notice promptly results in material prejudice to the indemnifying party. An indemnifying party may participate at its own expense in the defense of such action. In addition, if it so elects within a reasonable time after receipt of such notice, an indemnifying party, jointly with any other indemnifying parties receiving such notice, may assume the defense of such action with counsel chosen by it reasonably acceptable to the indemnified parties that are defendants in such action, unless such indemnified parties reasonably object to such assumption on the ground that there may be legal defenses available to them that are different from or in addition to those available to such indemnifying party. If an indemnifying party assumes the defense of such action, the indemnifying parties shall not be liable for any fees and expenses of counsel for the indemnified parties incurred thereafter in connection with such action, proceeding or claim, other than reasonable costs of investigation. In no event shall the indemnifying parties be liable for the fees and expenses of more than one separate firm of attorneys (unless an indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or in addition to those of other indemnified parties) for all indemnified parties in connection with any one action, proceeding or claim or separate but similar or related actions, proceedings or claims in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall be liable for any settlement of any action, proceeding or suit, which settlement is effected without its prior written consent. Neither the PyraMax Parties nor the Agent shall, without the written consent of the other, settle or compromise any claim against them or it based upon circumstances giving rise to an indemnification claim against the other party hereunder unless such settlement or compromise provides that the indemnified party shall be unconditionally and irrevocably released from all liability in respect to such claim.

(d)    The agreements contained in this Section 12 and in Section 13 hereof and the representations and warranties of the PyraMax Parties set forth in this Agreement shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of the Agent or its officers, directors, controlling persons, agents, attorneys, servants or employees or by or on behalf of any of the PyraMax Parties or any officers, directors, controlling persons, agents, attorneys, servants or employees of any of the PyraMax Parties; (ii) delivery of and payment hereunder for the Shares; or (iii) any termination of this Agreement.

 

34


Notwithstanding the prior sentence, Section 12 and Section 13 hereof are subject to and limited by all applicable securities and banking laws and regulations including Section 23A and 23B of the Federal Reserve Act and Part 359 of the Regulations of the FDIC.

Section 13. Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in Section 12 is due in accordance with its terms but is found in a final judgment by a court to be unavailable from the PyraMax Parties or the Agent, the PyraMax Parties and the Agent shall contribute to the aggregate losses, claims, damages and liabilities of the nature contemplated by such indemnification (including any investigation, legal and other expenses incurred in connection therewith and any amount paid in settlement of any action, suit, or proceeding of any claims asserted, but after deducting any contribution received by the PyraMax Parties or the Agent from persons other than the other party thereto, who may also be liable for contribution) in such proportion so that (i) the Agent is responsible for that portion represented by the percentage that the fees paid to the Agent pursuant to Section 4 of this Agreement (not including expenses) (“Agent’s Fees”), less any portion of Agent’s Fees paid by Agent to Assisting Brokers, bears to the total proceeds received by the PyraMax Parties from the sale of the Shares in the Offering, net of all expenses of the Offering, except Agent’s Fees and (ii) the PyraMax Parties shall be responsible for the balance. If, however, the allocation provided above is not permitted by applicable law or if the indemnified party failed to give the notice required under Section 12 above, then each indemnifying party shall contribute to such amount paid or payable to such indemnified party in such proportion as is appropriate to reflect not only such relative benefits received by the PyraMax Parties on the one hand and the Agent on the other from the Offering, but also the relative fault of the PyraMax Parties on the one hand and the Agent on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions, proceedings or claims in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the PyraMax Parties on the one hand and the Agent on the other hand shall be deemed to be in the same proportion as the total proceeds from the Offering, except Agent’s fees, net of all expenses of the Offering, received by the PyraMax Parties bear, with respect to the Agent, to the total fees (not including expenses) received by the Agent less the portion of such fees paid by the Agent to Assisting Brokers. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the PyraMax Parties on the one hand or the Agent on the other and the parties’ relative intent, good faith, knowledge, access to information and opportunity to correct or prevent such statement or omission. The PyraMax Parties and the Agent agree that it would not be just and equitable if contribution pursuant to this Section 13 were determined by pro-rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 13. The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or action, proceedings or claims in respect thereof) referred to above in this Section 13 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. It is expressly agreed that the Agent shall not be liable for any loss, liability, claim, damage or expense or be required to contribute any amount which in the aggregate exceeds the amount paid (excluding reimbursable expenses) to the Agent under this Agreement less the portion of such fees paid by the Agent to Assisting Brokers. It is understood and agreed that the above-stated limitation on the Agent’s liability is essential to the

 

35


Agent and that the Agent would not have entered into this Agreement if such limitation had not been agreed to by the parties to this Agreement. No person found guilty of any fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution with respect to any loss or liability arising from such misrepresentation from any person who was not found guilty of such fraudulent misrepresentation. The duties, obligations and liabilities of the PyraMax Parties and the Agent under this Section 13 and under Section 12 shall be in addition to any duties, obligations and liabilities which the PyraMax Parties and the Agent may otherwise have. For purposes of this Section 13, each of the Agent’s and the PyraMax Parties’ officers, directors and controlling persons within the meaning of the 1933 Act and the 1934 Act shall have the same rights to contribution as the PyraMax Parties and the Agent. Any party entitled to contribution, promptly after receipt of notice of commencement of any action, suit, claim or proceeding against such party in respect of which a claim for contribution may be made against another party under this Section 13, will notify such party from whom contribution may be sought, but the omission to so notify such party shall not relieve the party from whom contribution may be sought from any other obligation it may have hereunder or otherwise than under this Section 13. Notwithstanding anything to the contrary in this Agreement, none of the PyraMax Parties shall provide any contribution under this Agreement to the extent prohibited by applicable securities and banking laws and regulations, including Section 23A and 23B of the Federal Reserve Act and Part 359 of the Regulations of the FDIC.

Section 14. Survival.

(a)    All representations, warranties and indemnities and other statements contained in this Agreement, or contained in certificates of officers of the PyraMax Parties or the Agent submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of the Agent or its controlling persons, or by or on behalf of the PyraMax Parties and shall survive the issuance of the Shares, and any legal representative, successor or assign of the Agent, any of the PyraMax Parties, and any indemnified person shall be entitled to the benefit of the respective agreements, indemnities, warranties and representations.

(b)    The provisions of Paragraph 5 of the Engagement Letter, “Additional Services,” shall survive the issuance of the Shares (but not any termination or cancellation of this Agreement) for a period of three (3) years, and any legal representative, successor or assign of the Agent and any of the PyraMax Parties shall be entitled during such period to the benefit of the agreements contained therein.

Section 15.    Termination.

(a)    Agent may terminate this Agreement by giving the notice indicated below in this Section at any time after this Agreement becomes effective as follows:

(i)    In the event (a) the Plan is abandoned or terminated by theCompany; (b) the Company fails to consummate the sale of the minimum number of Shares by the date when such sales must be completed, in accordance with the provisions of the Plan or as required by the MHC Regulations and applicable law; or (c) immediately prior to

 

36


commencement of the Offering, the Agent terminates this relationship because such material adverse changes in the condition of the PyraMax Parties or the prospective market for the Company’s Common Stock as in the Agent’s good faith opinion would make it inadvisable to proceed with the Offering, sale or delivery of the Shares, this Agreement shall terminate and the PyraMax Parties shall refund to each person who has subscribed for or ordered any of the Shares the full amount which it may have received from such person, together with interest in accordance with Section 2 hereof, and any such termination shall be without liability of any party to any other party except as otherwise provided in Section 2, Section 4, Section 10, Section 12, Section 13 and Section 14 hereof.

(ii)    If any of the conditions specified in Section 11 hereof shall nothave been fulfilled when and as required by this Agreement or waived in writing by the Agent, this Agreement and all of the Agent’s obligations hereunder may be canceled by the Agent by notifying the Bank of such cancellation in writing at any time at or prior to the Closing Date, and any such cancellation shall be without liability of any party to any other party except as otherwise provided in Section 4(a) and Section 10 (relating to the reimbursement of expenses) and Section 12, Section 13, and Section 14 hereof.

(iii)    If Agent elects to terminate this Agreement as provided in this Section 15(a), the PyraMax Parties shall be notified by the Agent as provided in Section 16 hereof.

(iv)    If this Agreement is terminated in accordance with the provisions of this Section 15(a), the Agent shall retain the advisory and management fee paid to it pursuant to Section 4(a) and the PyraMax Parties shall reimburse the Agent for any of its other actual, accountable, reasonable out-of-pocket expenses pursuant to Sections 4 and 10, including, without limitation, communication, legal and travel expenses.

(b)    Either Agent or the PyraMax Parties may terminate this Agreement in the event any of the PyraMax Parties (in the event of a termination initiated by Agent) or Agent (in the event of a termination initiated by the PyraMax Parties) is in material breach of the representations and warranties or covenants in this Agreement and such breach has not been cured within 15 days after the party initiating termination provides notice of such breach to the breaching party. If this Agreement is terminated by Agent under circumstances that would permit termination under Section 15(a) of this Agreement, then the provisions of Section 15(a) shall apply, regardless of whether this Agreement could also be terminated by Agent under this Section 15(b).

(c)    This Agreement may be terminated by the mutual written consent of the parties hereto.

Section 16. Notices. All communications hereunder, except as herein otherwise specifically provided, shall be mailed in writing and if sent to the Agent shall be mailed, delivered or telegraphed and confirmed to Keefe, Bruyette & Woods, Inc., 70 West Madison Street, Suite 2401, Chicago, Illinois 60602, Attention: James T. Crotty (with copies to Silver, Freedman, Taff & Tiernan LLP, 3299 K Street, NW, Suite 100, Washington, DC 20007, Attention: Martin L. Meyrowitz, P.C. and to Keefe, Bruyette & Woods, Inc., 787 Seventh

 

37


Avenue, 4th Floor, New York, New York 10019, Attention: Chief Counsel – Investment Banking), and, if sent to the PyraMax Parties, shall be mailed, delivered or telegraphed and confirmed to the Company, the MHC, and the Bank at PyraMax Bank, 7001 West Edgerton Avenue, Greenfield, WI 53220, Attention: Richard Hurd, President and Chief Executive Officer (with a copy to Luse Gorman, PC, 5335 Wisconsin Avenue, NW, Suite 780, Washington, DC 20015, Attention: Kip Weissman, Esq.).

Section 17.    Parties. This Agreement shall inure to the benefit of and be binding upon the Agent and the PyraMax Parties, and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the parties hereto and their respective successors and the controlling persons and officers and directors referred to in Section 12 and Section 13 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provisions herein contained. It is understood and agreed that this Agreement is the exclusive agreement among the parties pertaining to the subject matter hereof, supersedes any prior Agreement among the parties and may not be varied except by a writing signed by all parties (except for specific references to the Engagement Letter and Conversion Agent Engagement Letter) and may not be varied except in writing signed by all the parties.

Section 18. Partial Invalidity. In the event that any term, provision or covenant herein or the application thereof to any circumstances or situation shall be invalid or unenforceable, in whole or in part, the remainder hereof and the application of said term, provision or covenant to any other circumstance or situation shall not be affected thereby, and each term, provision or covenant herein shall be valid and enforceable to the full extent permitted by law.

Section 19. Construction. This Agreement shall be construed in accordance with the laws of the State of New York.

Section 20. Counterparts. This Agreement may be executed in separate counterparts, each of which so executed and delivered shall be an original, but all of which together shall constitute but one and the same instrument.

[Remainder of page intentionally blank. Signatures follow.]

 

38


If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this instrument along with all counterparts will become a binding agreement between you and us in accordance with its terms.

 

1895 Bancorp of Wisconsin, MHC
(a Federal corporation in organization)
    1895 Bancorp of Wisconsin, Inc.
(a Federal corporation in organization)

By

 

Its Authorized

Representative:

 

   

By

 

Its Authorized

Representative:

Name:

 

Richard Hurd

   

Name:

 

Richard Hurd

Title:

 

President and Chief Executive Officer

     

President and Chief Executive Officer

PyraMax Bank, FSB    

By

 

Its Authorized

Representative:

 

       

Name:

  Richard Hurd      

Title:

 

President and Chief Executive Officer

     
Accepted as of the date first above written      

Keefe, Bruyette & Woods, Inc.

     

By

 

Its Authorized

Representative:

 

     

Name:

 

James T. Crotty

     

Title:

 

Director

     

 

39


Exhibit A to Agency Agreement

Form of Opinion of Luse Gorman, PC, to be addressed to the Agent

 

(i)

Upon the completion of the Reorganization, the Company will be duly incorporated and validly existing as a corporation in good standing under the laws of the United States; upon completion of the Reorganization, the MHC will be duly incorporated and validly existing as a mutual holding company chartered under the laws of the United States.

 

(ii)

Upon completion of the Reorganization, each of the Company and the MHC will have corporate power and authority to own, lease and operate its respective properties and to conduct its respective business as described in the Registration Statement, Prospectus and any Permitted Free Writing Prospectus.

 

(iii)

The Bank is validly existing as a federally chartered mutual savings bank with corporate power and authority to conduct its business and own, lease and operate its property as described in the Registration Statement and the Prospectus and in any Permitted Free Writing Prospectus; upon the completion of the Reorganization, the Bank will have been reorganized as the MHC. Upon completion of the Reorganization, Stock Bank will be duly incorporated and validly existing as a stock savings bank chartered under the laws of the United States. The Stock Bank’s charter and bylaws comply in all material respects with the rules and regulations of the OCC. Immediately upon consummation of the Reorganization and the Offering, the authorized capital stock of the Bank will consist of 19,000,000 shares of common stock, $0.01 par value per share, and 1,000,000 shares of preferred stock, $0.01 par value per share. All of the outstanding capital stock of the Bank, upon completion of the Reorganization, will be duly authorized and, upon payment therefor, validly issued, fully-paid and non-assessable and, to such counsel’s knowledge, will be owned by the Company free and clear of any liens, encumbrances, claims or other restrictions.

 

(iv)

The Bank is a member in good standing of the FHLB-Chicago. The deposit accounts of the Bank are insured by the FDIC up to the maximum amount allowed under law and, to such counsel’s knowledge, no proceedings for the termination or revocation of such insurance are pending or threatened.

 

(v)

Upon completion of the Reorganization the authorized capital stock of the Company will consist of 90,000,000 shares of common stock, par value $0.01 per share, and 10,000,000 shares of preferred stock, par value $0.01 per share. Immediately following the consummation of the Reorganization and the contribution of the Foundation Shares, the authorized, issued and outstanding shares of Common Stock of the Company will be within the range set forth in the Prospectus under the caption “Capitalization,” and no shares of capital stock of the Company will have been issued prior to the Closing Date (other than shares issued in its formation); the Shares and the Foundation Shares will have been duly and validly authorized for issuance and, with respect to the Shares when issued and delivered by the Company pursuant to the Plan against payment of the consideration calculated as set forth in the Plan and in the Prospectus, will be duly and validly issued, fully paid and non-assessable, and with respect to the Foundation Shares, when

 

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  contributed by the Company pursuant to the Plan, will be duly and validly issued and fully paid and non-assessable. Except to the extent that subscription rights and priorities pursuant thereto exist pursuant to the Plan, the Shares and the Foundation Shares will not, when issued, be subject to (i) any preemptive rights arising by operation of law or regulations, or under the Company’s charter or bylaws, or pursuant to any agreement filed as an exhibit to the Registration Statement, or (ii) to such counsel’s knowledge, any liens, charges, encumbrances or other claims created by the Company.

 

(vi)

Terms and provisions of the Shares and the Foundation Shares will conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. Upon the issuance of the Shares and the Foundation Shares, good title to the Shares and the Foundation Shares will be transferred from the Company to the purchasers thereof against payment therefor, subject to such claims as may be asserted against the purchasers thereof by third-party claimants, or the Foundation, as applicable.

 

(vii)

The PyraMax Parties each have full corporate power and authority to enter into the Agreement and to consummate the transactions contemplated thereby and by the Plan. The execution and delivery of the Agreement and the consummation of the transactions contemplated thereby have been duly and validly authorized by the PyraMax Parties; and the Agreement is a legal, valid and binding obligation of the PyraMax Parties, enforceable against the PyraMax Parties, in accordance with its terms, except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, conservatorship, receivership or other similar laws now or hereafter in effect relating to or affecting the enforcement of creditors’ rights generally or the rights of creditors of federally insured depository institutions or their holding companies, as applicable, (ii) general equitable principles, (iii) laws relating to the safety and soundness of insured depository institutions or their holding companies, and (iv) applicable law or public policy with respect to the indemnification and/or contribution provisions contained therein and except that no opinion need be expressed as to the effect or availability of equitable remedies or injunctive relief (regardless of whether such enforceability is considered in a proceeding in equity or at law).

 

(viii)

The MHC Notice and the Holding Company Application have been approved by the Federal Reserve, the OCC Applications have been approved by the OCC and the FDIC Application has been approved by the FDIC; and no action has been taken, is pending or, to such counsel’s knowledge, is threatened to revoke any such authorization or approval. To the knowledge of such counsel, no order has been issued by the SEC, the Federal Reserve, or by any other state or federal authority, to prevent the Reorganization or the offer, sale or issuance of the Shares or the contribution of the Foundation Shares, or to suspend the Offering or the effectiveness of the Registration Statement, and no action for such purposes has been instituted or, to the knowledge of such counsel, threatened by the SEC, the Federal Reserve, or any other federal or state authority; and, to the knowledge of such counsel, no person has sought to obtain regulatory or judicial review of the final action of the SEC or the Federal Reserve approving the MHC Notice, the Holding Company Application or the Prospectus, as applicable, or to otherwise prevent the Reorganization or the offer, sale or issuance of the Shares and the contribution of the Foundation Shares.

 

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(ix)

The Plan and the contribution of cash and Foundation Shares to the Foundation have been adopted by the required vote of the directors of the Bank and by the required vote of the Bank’s members.

 

(x)

All conditions imposed by the Federal Reserve in connection with its approval of the MHC Notice and the Holding Company Application, the OCC in connection with its approval of the OCC Applications and the FDIC in connection with its approval of the FDIC Application have been satisfied in all material respects, other than any post-closing filings and submissions, and no further approval, registration, authorization, consent or other order of any federal or state regulatory agency is required of the PyraMax Parties in connection with the execution and delivery of this Agreement, the consummation of the Reorganization and the issuance of the Shares and the contribution of the Foundation Shares, except as may be required under the securities or blue sky laws of various jurisdictions (as to which no opinion need be rendered) and except as may be required under the rules and regulations of FINRA (as to which no opinion need be rendered).

 

(xi)

The Registration Statement has been declared effective under the 1933 Act; any required filing of the Prospectus and any Permitted Free Writing Prospectus pursuant to Rule 424(b) or Rule 433 has been made within the time period required by Rule 424(b) or Rule 433; and, to the knowledge of such counsel, no stop order proceedings with respect thereto have been instituted or are pending or threatened under the 1933 Act.

 

(xii)

The MHC Notice, the Holding Company Application, the OCC Applications and the FDIC Application, complied as to form in all material respects with the requirements of applicable law and regulation including the requirements of the MHC Regulations, the Control Act Regulations, HOLA and the regulations promulgated thereunder, as the case may be, except as waived or otherwise approved by the Federal Reserve, the OCC or the FDIC (other than the financial statements, the notes thereto, and other tabular, financial, statistical and appraisal data, and the business plan, included therein or omitted therefrom, as to which no opinion need be rendered); and provided that in passing upon the compliance as to form of the MHC Notice, the Holding Company Application, the OCC Applications and the FDIC Application, counsel does not assume any responsibility for the accuracy, completeness or fairness of the statements contained therein except as otherwise expressly provided in such counsel’s opinion.

 

(xiii)

At the time that the Registration Statement, including the Prospectus, became effective, (A) the Registration Statement (as amended or supplemented, if so amended or supplemented) (other than the financial statements, the notes thereto, and other tabular, financial, statistical, pro forma, and appraisal data included therein or omitted therefrom, as to which no opinion need be rendered), complied as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and (B) the Prospectus (other than the financial statements, the notes thereto, and other tabular, financial, statistical, pro forma, and appraisal data included therein or omitted therefrom, as to which no opinion need be rendered) complied as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations; and provided that in passing upon the compliance as to form of the Registration Statement and the Prospectus, counsel does not assume any responsibility for the accuracy, completeness or fairness of the statements contained therein except as otherwise expressly provided in such counsel’s opinion.

 

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(xiv)

The terms and provisions of the shares of Common Stock of the Company conform, in all material respects, to the description thereof contained in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus, and the form of certificate used to evidence the Shares and the Foundation Shares and filed as an exhibit to the Registration Statement complies in all material respects with laws of the United States.

 

(xv)

No action, suit or proceeding at law or in equity is pending or, to such counsel’s knowledge, threatened against or affecting any of the PyraMax Parties or any of their properties before or by any court or governmental official, commission, board or other administrative agency, authority or body, or any arbitrator, wherein an unfavorable decision, ruling or finding would have a Material Adverse Effect or which is required to be disclosed in the Registration Statement or the Prospectus and is not so disclosed.

 

(xvi)

None of the PyraMax Parties are required to be registered as an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended, and, upon completion of the Reorganization and the Offering, the sale of the Shares, the contribution of the Foundation Shares and the application of the net proceeds therefrom as described in the Prospectus, neither the Company nor the Bank will be required to be registered as an “investment company” or an entity “controlled” by an “investment company” under the Investment Company Act of 1940.

 

(xvii)

To such counsel’s knowledge, none of the PyraMax Parties is in violation of any written directive from the OCC, the FDIC or the Federal Reserve to make any material change in the method of conducting its respective business.

 

(xviii)

To such counsel’s knowledge, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to in the MHC Notice, the Holding Company Application, the Registration Statement or the Prospectus or required to be filed as exhibits to the MHC Notice, the Holding Company Application and the Registration Statement that are not so filed or described as required. The description in the MHC Notice, the Holding Company Application, the Registration Statement and the Prospectus summarizing any such contracts, indentures, mortgages, loan agreements, notes, leases or other instruments described or referred to therein are accurate in all material respects and fairly present, in all material respects, the information required to be shown.

 

(xix)

To such counsel’s knowledge, the Reorganization has been effected by the Company, the Bank and the MHC in all material respects in accordance with the MHC Regulations, the Control Act Regulation, the HOLA and other applicable laws and regulations and all conditions precedent to the Reorganization imposed by the Federal Reserve, the OCC and the FDIC approvals issued thereunder, except to the extent that the Federal Reserve, the OCC and the FDIC shall have specifically waived the MHC Regulations, the Control Act Regulations or any conditions or requirements contained in such approvals.

 

A-4


(xx)

To such counsel’s knowledge, none of the PyraMax Parties is currently in violation of its articles of incorporation, charter or bylaws, as applicable, or in default or violation of any obligation, agreement, covenant, instrument or condition contained in any agreement filed as an exhibit to the Registration Statement, except for such defaults or violations which would not have a Material Adverse Effect. The execution, delivery and performance of the Agreement, the incurrence of the obligations therein set forth and the consummation of the transactions contemplated therein will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of any of the PyraMax Parties pursuant to any contract, indenture, mortgage, loan agreement, note, lease or other instrument filed as an exhibit to the Registration Statement, except any violation or conflict which would not have a Material Adverse Effect; and such action will not result in any violation of the provisions of the articles of incorporation, charter or bylaws, as applicable, of any of the PyraMax Parties, or result in any violation of or conflict with any applicable federal or state law, act, or regulation, except any violation or conflict which would not have a Material Adverse Effect (except that no opinion with respect to the securities and Blue Sky laws of various jurisdictions or the rules or regulations of FINRA need be rendered).

 

(xxi)

The information in the Prospectus under the captions “Our Policy Regarding Dividends,” “Regulation and Supervision,” “Taxation – Federal Taxation,” “The Reorganization and Offering,” “Restrictions on the Acquisition of 1895 Bancorp of Wisconsin, Inc. and PyraMax Bank” and “Description of Capital Stock of 1895 Bancorp of Wisconsin, Inc.,” to the extent that such information constitutes matters of law, summaries of legal matters, documents or proceedings, or legal conclusions, has been reviewed by such counsel and is accurate in all material respects and fairly presents, in all material respects, the information required to be shown.

 

(xxii)

Each of the PyraMax Parties has the authority to transact its business in the State of Wisconsin. The activities of each PyraMax Party prior to and following the Reorganization as described in the Prospectus are permitted by the rules, regulations, and policies of the OCC and the Federal Reserve, as applicable.

 

(xxiii)

The Plan complies in all material respects with the MHC Regulations.

 

(xxiv)

The Foundation has been duly authorized by the Bank’s board of directors and is duly incorporated and validly existing as a non-stock corporation in good standing under the laws of the State of Delaware with corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectus; the Foundation will not be a savings and loan holding company within the meaning of 12 C.F.R. Section 238.2 as a result of the issuance of shares of Common Stock to it in accordance with the terms of the Plan and in the amounts as described in the Prospectus; no regulatory approvals are required to establish the Foundation and to contribute the shares of Common Stock thereto as described in the Prospectus other than those obtained from the Federal Reserve; to the knowledge of such counsel, except as specifically disclosed in the Prospectus, there are no agreements and/or understandings, written or oral, between the Company and the Bank on the one hand and the Foundation, on the other, with respect to the control, directly or indirectly, over the voting and the acquisition or disposition of the Foundation Shares.

 

A-5


In rendering such opinion, such counsel may rely, to the extent such counsel deems such reliance necessary or appropriate, on certificates of public officials, certificates or opinions of other counsel reasonably satisfactory to the Agent, and as to matters of fact, officers’ certificates. Such counsel’s opinion need refer only to matters of federal securities and banking laws and, with respect to enforceability, New York law, and may add other qualifications and explanations of the basis of their opinion as may be reasonably acceptable to the Agent.

In addition, such counsel shall state that during the preparation of the MHC Notice, the Holding Company Application, the OCC Applications, the FDIC Application, the Registration Statement and the Prospectus, they participated in conferences with management of, the independent public and internal accountants for, and other representatives of, the Company, the Bank and the MHC. Based upon such conferences and such review of corporate records of the Company and the Bank as such counsel conducted in connection with the preparation of the information contained in the Registration Statement, the Prospectus, and any Permitted Free Writing Prospectus, although such counsel assumes no responsibility for the accuracy, completeness or fairness of the Registration Statement, the Prospectus, and any Permitted Free Writing Prospectus (except as expressly provided in paragraphs (xvii) and (xx) above, nothing has come to their attention that would lead them to believe that the Registration Statement (except for the financial statements and schedules, notes to financial statements, stock valuation information or other financial or statistical data included therein or omitted therefrom, as to which counsel need make no statement), at the time it became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus (except for financial statements and schedules, notes to financial statements, stock valuation information or other financial or statistical data included therein or omitted therefrom, as to which counsel need make no statement), at the time the Registration Statement became effective or at the Closing Date.

 

A-6

EX-8.1 3 d613439dex81.htm EX-8.1 EX-8.1

Exhibit 8.1

LUSE GORMAN, PC

ATTORNEYS AT LAW

5335 WISCONSIN AVENUE, N.W., SUITE 780

WASHINGTON, D.C. 20015

TELEPHONE (202) 274-2000

FACSIMILE (202) 362-2902

www.luselaw.com

October 22, 2018

Boards of Directors

PyraMax Bank, FSB

1895 Bancorp of Wisconsin, Inc.

1895 Bancorp of Wisconsin, MHC

7001 W. Edgerton Ave.

Greenfield, Wisconsin 53220

 

  Re:

Federal Tax Consequences of Mutual Holding Company Formation and Stock Issuance

Gentlemen:

We have been requested as special counsel to PyraMax Bank, FSB, a federally-chartered mutual savings bank (the “Bank”), 1895 Bancorp of Wisconsin, MHC, a to-be-formed federally-chartered mutual holding company (the “Mutual Holding Company”), and 1895 Bancorp of Wisconsin, Inc., a to-be-formed federally-chartered subsidiary holding company with the power to issue capital stock (the “Stock Holding Company”), to express our opinions concerning the material federal income tax consequences relating to the reorganization of the Bank from a mutual savings bank to a mutual holding company (all steps in such reorganization are collectively referred to herein as the “Reorganization”) pursuant to that certain PyraMax Bank, FSB Plan of Reorganization From a Mutual Savings Bank to a Mutual Holding Company and Stock Issuance Plan (the “Plan of Reorganization”). Concurrently with the Reorganization, the Stock Holding Company will offer for sale less than 50.0% of its Common Stock on a priority basis to depositors and Tax-Qualified Employee Plans of PyraMax Bank, FSB, with any remaining shares offered to the public in a Community Offering. Unless otherwise defined, all terms used herein have the meanings given to such terms in the Plan of Reorganization.

Source of Facts. It has been represented to us that the facts set forth herein apply to the Reorganization. In preparing this letter, we relied on the attached, duly authorized and executed representations regarding the Reorganization. If any of the facts are incorrect or incomplete, our discussion and conclusion may be different than those set forth below. We are under no obligation and we expressly disavow any obligation to advise the Bank, the Mutual Holding Company or the Stock Holding Company if we learn that the facts are not as they have been represented to us. We have made such investigations as we have deemed relevant or necessary for the purpose of our opinions. In our examination, we have assumed the authenticity of original documents, the accuracy of copies and the genuineness of signatures. In connection


LUSE GORMAN, PC

Attorneys at Law

Boards of Directors

PyraMax Bank, FSB

1895 Bancorp of Wisconsin, Inc.

1895 Bancorp of Wisconsin, MHC

October 22, 2018

Page 2

 

therewith, we have examined the Plan of Reorganization and certain other documents of or relating to the Reorganization, some of which are described or referred to in the Plan of Reorganization and which we deemed necessary to examine in order to issue the opinions set forth below. We have further assumed the absence of adverse facts not apparent from the face of the instruments and documents we examined.

In issuing our opinions, we have assumed that the Plan of Reorganization has been duly and validly authorized and has been approved and adopted by the board of directors of the Bank at a meeting duly called and held, that the Bank will comply with the terms and conditions of the Plan of Reorganization, and that the various representations and warranties which are provided to us are accurate, complete, true and correct. Accordingly, we express no opinion concerning the effect, if any, of variations from the foregoing. We specifically express no opinion concerning tax matters relating to the Plan of Reorganization under state and local tax laws and under federal income tax laws except on the basis of the documents and assumptions described above.

Source of Law. In issuing the opinions set forth below, we have referred solely to existing provisions of the Internal Revenue Code of 1986, as amended (the “Code”), existing and proposed Treasury regulations (“Treasury Regulations”) thereunder, and upon current Internal Revenue Service (the “Service”) administrative rulings, notices and procedures and court decisions. Such laws, regulations, administrative rulings, notices and procedures and court decisions are subject to change at any time. Any such change could affect the continuing validity of the opinions set forth below. These opinions are as of the date hereof, and we disclaim any obligation to advise you of any change in any matter considered herein after the date hereof.

In rendering our opinions, we have assumed that the persons and entities identified in the Plan of Reorganization will at all times comply with the requirements of Code Section 351, the other applicable state and federal laws and the representations of the Bank. In addition, we have assumed that the activities of the persons and entities identified in the Plan of Reorganization will be conducted strictly in accordance with the Plan of Reorganization. Any variations may affect the opinions we are rendering.

We emphasize that the outcome of litigation cannot be predicted with certainty and, although we have attempted in good faith to opine as to the probable outcome of the merits of each tax issue with respect to which an opinion was requested, there can be no assurance that our conclusions are correct or that they would be adopted by the Service or a court.


LUSE GORMAN, PC

Attorneys at Law

Boards of Directors

PyraMax Bank, FSB

1895 Bancorp of Wisconsin, Inc.

1895 Bancorp of Wisconsin, MHC

October 22, 2018

Page 3

 

PROPOSED TRANSACTION

On September 5, 2018, the board of directors of the Bank adopted the Plan of Reorganization. For what are represented to be valid business purposes, the Bank’s board of directors has decided to convert to a mutual holding company structure pursuant to statutes. The following steps are proposed:

 

  (i)

The Bank will organize an interim stock savings bank (the “Interim Bank”), as a wholly-owned subsidiary;

 

  (ii)

By means of a purchase and assumption agreement, the Bank will transfer all of its assets and liabilities, other than $100,000 in cash, to the Interim Bank, which will become the Stock Bank (the “351 Transaction”);

 

  (iii)

The Bank will amend its charter and by-laws so as to become the Mutual Holding Company;

 

  (iv)

The Mutual Holding Company will organize the Stock Holding Company, as a wholly-owned subsidiary;

 

  (v)

The Mutual Holding Company will transfer $1,000 in cash and all of the common stock of the Stock Bank to the Stock Holding Company in exchange for 100 shares of common stock of the Stock Holding Company (the “Secondary 351 Transaction”).

 

  (vi)

Contemporaneously with the reorganization of the Bank into the mutual holding company structure, including the organization of the Mutual Holding Company, the Stock Holding Company and the Stock Bank, the Stock Holding Company will offer less than 50.0% of its Common Stock in the Subscription Offering and, if applicable, the Community Offering.

Collectively, the above steps (i) through (vi) are referred to as the “Reorganization.” Those persons who, as of the effective date of the Reorganization (the “Effective Date”), hold depository rights with respect to Bank will thereafter have such rights solely with respect to the Stock Bank. Each deposit account with the Bank at the time of the exchange will become a deposit account in the Stock Bank in the same amount and upon the same terms and conditions. Following the completion of the Reorganization, all depositors who had membership rights with respect to the Bank immediately prior to the Reorganization will continue to have such rights solely with respect to the Mutual Holding Company, so long as they continue to hold deposit accounts with the Stock Bank. All new depositors of the Stock Bank after the completion of the Reorganization will have ownership rights solely with respect to the Mutual Holding Company, so long as they continue to hold deposit accounts with the Stock Bank.


LUSE GORMAN, PC

Attorneys at Law

Boards of Directors

PyraMax Bank, FSB

1895 Bancorp of Wisconsin, Inc.

1895 Bancorp of Wisconsin, MHC

October 22, 2018

Page 4

 

Following the Reorganization, the Stock Holding Company will have the power to issue shares of capital stock (including common and preferred stock) to persons other than the Mutual Holding Company. So long as the Mutual Holding Company is in existence, however, it must own a majority of the voting stock of the Stock Holding Company. The Stock Holding Company may issue any amount of non-voting stock to persons other than Mutual Holding Company. No such non-voting stock will be issued as of the date of the Reorganization.

LAW AND ANALYSIS

Code Section 368(a)(1)(F) provides that the term “reorganization” means a mere change in identity, form, or place of organization of one corporation, however effected.

Code Section 351(a) provides that no gain or loss will be recognized if property is transferred to a corporation by one or more persons solely in exchange for stock in such corporation and immediately after the exchange such person or persons are in control (as defined in Code Section 368(c)) of the corporation.

Code Section 368(c) provides that “control” means the ownership of stock possessing at least 80 percent of the total combined voting power of all classes of stock entitled to vote and at least 80 percent of the total number of shares of all other classes of stock of the corporation.

Code Section 351 requires a transfer of property in exchange for stock. The “transfer” requirement is satisfied so long as the transferor transfers to the transferee all substantial rights associated with the transferred property. In Revenue Ruling 2003-48, the Service ruled that because the former owners of the state-chartered mutual bank were in control (within the meaning of Code Section 368(c)) of the mutual holding company, the transfer of their equity interests in the state-chartered mutual bank to the mutual holding company, in exchange for membership interests in the mutual holding company, qualified as a transfer described in Code Section 351. The Service also ruled that the mutual holding company’s contribution of stock of the stock bank to the stock holding company in exchange for the voting stock of the stock holding company constituted a transfer under Code Section 351.

In Revenue Ruling 2003-48, the Service had the opportunity to rule on a transaction similar to the one at hand and found that it involved two back-to-back exchanges of property for stock within the meaning of Code Section 351. In the revenue ruling, a mutual bank established the mutual holding company as a wholly-owned stock subsidiary and the mutual holding company established two wholly-owned subsidiaries, one of which was a stock holding


LUSE GORMAN, PC

Attorneys at Law

Boards of Directors

PyraMax Bank, FSB

1895 Bancorp of Wisconsin, Inc.

1895 Bancorp of Wisconsin, MHC

October 22, 2018

Page 5

 

company. The mutual bank converted to stock form in a transaction under Code Section 368(a)(1)(F), pursuant to which its members constructively received shares of its common stock. The mutual holding company then cancelled its shares of common stock and exchanged its charter for a mutual holding company charter. The members then transferred the shares of stock bank stock constructively received to the mutual holding company in exchange for membership interests in the mutual holding company. Thereafter, the mutual holding company contributed the stock of the stock bank to the stock holding company in exchange for additional shares and the stock holding company issued more than 20% but less than 50% of its common stock to the public in a stock offering. With respect to the first transfer, the Service found that because the former owners of the bank are in control (within the meaning of Code Section 368(c) of the mutual holding company, their exchange of their equity interests in the bank for membership interests in the mutual holding company qualified as a transfer described in Code Section 351.    The Service found this to be the case even though the mutual holding company transferred all of its interest in the stock bank to the stock holding company, citing Revenue Ruling 77-449, 1977-2 C.B. 110 and Revenue Ruling 83-34, 1983-1C.B. 79. In addition, the Service found that the transfer by the mutual holding company of the stock bank to the stock holding company also qualified as a transfer within the meaning of Code Section 351. The Service found that the subsequent stock offering by the stock holding company did not prevent the transaction from qualifying as a transfer described in Code Section 351 because the persons to whom the stock was issued pursuant to the stock offering, together with the mutual holding company, were both considered transferors to the mutual holding company.

Revenue Ruling 77-449 found that where there are successive transfers of property from a domestic corporation to its wholly-owned domestic subsidiary and from that subsidiary to its wholly-owned domestic subsidiary, where each transfer is part of a plan and made solely in exchange for additional shares of the subsidiary’s stock, each transfer satisfies the requirements of Code Section 351. Revenue Ruling 83-34 expanded on the holding in Revenue Ruling 77-449, however, in the latter case, the transfers were to subsidiaries that were 80% controlled subsidiaries within the meaning of Code Section 368(c). Revenue Ruling 83-34 found both transactions to satisfy the requirements of Code Section 351, even though at the end of the second transfer the transferor in the first transfer no longer had 80% control of the company to whom the property was initially transferred.

In Revenue Ruling 2003-51, the Service also ruled that a transfer of assets to a corporation (the “first corporation”) in exchange for an amount of stock of the first corporation constituting control satisfies the control requirement of Code Section 351, if pursuant to a binding agreement entered into by the transferor with a third party prior to the exchange, the transferor transfers the stock of the first corporation to another corporation (the “second corporation”) simultaneously with the transfer of assets by the third party to the second corporation and, immediately thereafter, the transferor and the third party are in control of the


LUSE GORMAN, PC

Attorneys at Law

Boards of Directors

PyraMax Bank, FSB

1895 Bancorp of Wisconsin, Inc.

1895 Bancorp of Wisconsin, MHC

October 22, 2018

Page 6

 

second corporation. In its analysis, the Service acknowledged that it had previously found that the control requirements of Code Section 351 were not satisfied where, pursuant to a binding agreement entered into by the transferor prior to the transfer of property, the transferor loses control of the corporation by a taxable sale of all or part of that stock to a third party who did not also transfer property to the corporation in exchange for stock. However, the Service reasoned that treating a transfer of property that is followed by a nontaxable disposition of the stock received as a transfer described in Code Section 351 is not inconsistent with the purpose of Code Section 351.

Application of the Law to the Facts in the 351 Transactions.

The transactions in the instant case are substantially similar to the transactions in Revenue Ruling 2003-48. Although the form of the initial 351 Transaction was different than the form of the first transaction in Revenue Ruling 2003-48, both qualify as transfers under Code Section 351. In addition, in Revenue Ruling 2003-48, following the contribution of the stock bank stock to the mutual holding company by the former owners of the bank (in its mutual form), the mutual holding company transferred the stock bank to the stock holding company contemporaneously with the stock offering. Accordingly, because the stock holding company in the instant case is also a wholly-owned subsidiary of the mutual holding company at the commencement of the Secondary 351 Transaction, the reasoning in Revenue Ruling 2003-48 (which cited as support Revenue Rulings 77-449 and 83-34) applies to cause the transfer to qualify under Code Section 351. Lastly, Revenue Ruling 2003-48 also Service found that the participation by members of the public in the stock holding company’s stock offering did not prevent the second transaction from qualifying as a transfer under Code Section 351 because those persons were aggregated with mutual holding company and treated as transferors in a transfer qualifying under Code Section 351.    Accordingly, we believe that the Secondary 351 Transaction will also qualify as a tax-free exchange of property solely for stock under Code Section 351.

SUMMARY OF OPINIONS

Based on the facts, representations and assumptions set forth herein, we are of the opinion that:

1.    The conversion of the Bank to the Mutual Holding Company will qualify as a reorganization under Section 368(a)(1)(F).

2.    The transfer by the Bank of substantially all of its assets and liabilities to the Stock Bank qualifies as an exchange under Code Section 351 and the Bank will recognize no gain or loss upon the transfer of substantially all of its assets and liabilities solely in exchange for the voting common stock of the Stock Bank.


LUSE GORMAN, PC

Attorneys at Law

Boards of Directors

PyraMax Bank, FSB

1895 Bancorp of Wisconsin, Inc.

1895 Bancorp of Wisconsin, MHC

October 22, 2018

Page 7

 

3.    The Bank’s holding period in the common stock of the Stock Bank received in the Reorganization will include the holding period during which the property exchanged was held (Code Section 1223(1)).

4.    The Bank will recognize no income with respect to its bad debt reserve established under Code Section 593.

5.    The Stock Bank will recognize no gain or loss upon its receipt of property from the Bank in exchange for its stock (Code Section 1032(a)).

6.    The Stock Bank’s basis in the property received from the Bank will be the same as the basis of such property in the hands of the Bank immediately prior to the Reorganization. (Code Section 362(a)).

7.    The Stock Bank’s holding period for the property received from the Bank will include the period during which such property was held by the Bank (Code Section 1223(2)).

8.    The Bank members will recognize no gain or loss by reason of the Reorganization.

9.    No gain or loss shall be recognized by Eligible Account Holders, Supplemental Eligible Account Holders or Other Members of Bank on the issuance to them of withdrawable deposit accounts in Stock Bank plus liquidation rights with respect to Mutual Holding Company, in exchange for their deposit accounts in the Mutual Bank or to the other depositors on the issuance to them of withdrawable deposit accounts (Code Section 354(a)).

10.    It is more likely than not that the fair market value of the subscription rights to purchase Common Stock is zero. Accordingly, no gain or loss will be recognized by Eligible Account Holders, Supplemental Eligible Account Holders or Other Members upon the distribution to them of the nontransferable subscription rights to purchase shares of stock of the Stock Holding Company. Gain realized, if any, by the Eligible Account Holders, Supplemental Eligible Account Holders and Other Members on the distribution to them of nontransferable subscription rights to purchase shares of Common Stock will be recognized but only in an amount not in excess of the fair market value of such subscription rights. (Code Section 356(a)). Eligible Account Holders and Supplemental Eligible Account Holders will not realize any taxable income as a result of the exercise by them of the nontransferable subscription rights (Rev. Rul. 56-572, 1956-2 C.B. 182).


LUSE GORMAN, PC

Attorneys at Law

Boards of Directors

PyraMax Bank, FSB

1895 Bancorp of Wisconsin, Inc.

1895 Bancorp of Wisconsin, MHC

October 22, 2018

Page 8

 

11.    The basis of the deposit accounts in the Stock Bank to be received by Eligible Account Holders, Supplemental Eligible Account Holders and Other Members of the Bank will be the same as the basis of their deposit accounts in the Bank surrendered in exchange therefor. (Code Section 358(a)(1)). The basis of the interests in the liquidation rights in the Mutual Holding Company to be received by Eligible Account Holders, Supplemental Eligible Account Holders, and Other Members of the Mutual Bank shall be zero (Rev. Rul. 71-233, 1971-1 C.B. 113).

12.    The Mutual Holding Company and the persons who purchased Common Stock of the Stock Holding Company in the Subscription Offering and any Community Offering (“Minority Stockholders”) will recognize no gain or loss upon the transfer of Stock Bank stock and cash, respectively, to the Stock Holding Company in exchange for stock in the Stock Holding Company (Code Section 351(a)).

13.    The Stock Holding Company will recognize no gain or loss on its receipt of Stock Bank stock and cash in exchange for Stock Holding Company Common Stock (Code Section 1032(a)).

14.    The Mutual Holding Company’s basis in the Stock Holding Company Common Stock received in the Secondary 351 Transaction will be the same as its basis in the Stock Bank stock transferred (Code Section 358(a)(1)).

15.    The Mutual Holding Company’s holding period in the Stock Holding Company Common Stock received will include the period during which it held the Stock Bank common stock, provided that the property was a capital asset on the date of the exchange (Code Section 1223(1)).

16.    The Stock Holding Company’s basis in the Stock Bank stock received from the Mutual Holding Company will be the same as the basis of such property in the hands of the Mutual Holding Company (Code Section 362(a)).

17.    The Stock Holding Company’s holding period for the Stock Bank stock received from the Mutual Holding Company will include the period during which the property was held by the Mutual Holding Company (Code Section 1223(2)).


LUSE GORMAN, PC

Attorneys at Law

Boards of Directors

PyraMax Bank, FSB

1895 Bancorp of Wisconsin, Inc.

1895 Bancorp of Wisconsin, MHC

October 22, 2018

Page 9

 

18.    It is more likely than not that the basis of the Stock Holding Company Common Stock to its stockholders will be the purchase price thereof. (Code Section 1012). The holding period of the Common Stock purchased pursuant to the exercise of subscription rights shall commence on the date on which the right to acquire the stock was exercised (Code Section 1223(6)).

The opinions set forth above represent our conclusions as to the application of existing Federal income tax law to the facts of the instant transaction, and we can give no assurance that changes in such law, or in the interpretation thereof, will not affect the opinions expressed by us. Moreover, there can be no assurance that contrary positions may not be taken by the IRS, or that a court considering the issues would not hold contrary to such opinions.

With respect to our opinion under paragraph 4 above, the Bank has represented to us that the value of common stock received by the Bank in exchange for accounts receivable will be equal to the net value of the accounts transferred – i.e., the face value of the accounts receivable previously included in income less the amount of the reserve for bad debts. In Nash v. United States, 398 U.S. 1 (1970), the Supreme Court held that a reserve for bad debts is not recaptured by a transferor of accounts receivable to a controlled corporation for its stock. The Court found that the transferors merely received stock and securities equal in value to the net worth of the receivables transferred – i.e., their face value less the reserve for bad debts. Since no gain or loss is realized, there is no reason to include the reserve in income. See also Rev. Rul. 78-280, 1978-2 C.B. 139.

Our opinion under paragraph 10 above is predicated on the representation that no person shall receive any payment, whether in money or property, in lieu of the issuance of subscription rights. With respect to our opinion under paragraphs 10 and 18, we note that the subscription rights will be granted at no cost to the recipients, will be legally non-transferable and of short duration, and will provide the recipient with the right only to purchase shares of Common Stock at the same price to be paid by members of the general public in any Community Offering. We also note that Keller & Company, Inc. has issued a letter to the Board of Directors of the Stock Holding Company and the Bank dated September 7, 2018 that the subscription rights will have no ascertainable fair market value. Finally, we note that the Service has not in the past concluded that subscription rights have value.

If the subscription rights are subsequently found to have a fair market value, income may be recognized by various recipients of the subscription rights (in certain cases, whether or not the rights are exercised) and the Stock Holding Company and/or the Stock Bank may be taxable on the distribution of the subscription rights.


LUSE GORMAN, PC

Attorneys at Law

Boards of Directors

PyraMax Bank, FSB

1895 Bancorp of Wisconsin, Inc.

1895 Bancorp of Wisconsin, MHC

October 22, 2018

Page 10

 

We do not express any opinion as to the availability of any equitable or specific remedy upon any breach of any of the covenants, warranties or other provisions contained in any agreement. We have not examined, and we express no opinion with respect to the applicability of, or liability under, any Federal, state or local law, ordinance, or regulation other than as expressed above.

It is expressly understood that the opinions set forth above represent our conclusions based upon the documents reviewed by us and the facts presented to us. Any material amendments to such documents or changes in any significant fact would affect the opinions expressed herein.

We have not been asked to, and we do not, render any opinion with respect to any matters other than those expressly set forth above.

We hereby consent to the filing of this opinion as an exhibit to the Bank’s combined Form MHC-1/MHC-2 Notice of MHC Reorganization and Application for Approval of a Minority Stock Issuance by a Subsidiary of MHC, and as an exhibit to the Stock Holding Company’s Application on Form H-(e)1, as filed with the Board of Governors of the Federal Reserve System, and Stock Holding Company’s Registration Statement on Form S-1 as filed with the SEC. We also consent to the references to our firm in the Prospectus contained in the Forms MHC-1/MHC-2, H-(e)1, and S-1 under the captions “The Reorganization and Offering – Material Income Tax Consequences” and “Legal and Tax Matters,” and to the summarization of our opinion in such Prospectus.

 

Very truly yours,
/s/ Luse Gorman, P.C.
LUSE GORMAN, PC
EX-8.2 4 d613439dex82.htm EX-8.2 EX-8.2

Exhibit 8.2

 

LOGO   

Wipfli LLP

2901 East Enterprise Avenue

Appleton, WI 54913

 

PO Box 1893

Appleton, WI 54912-1893

 

920.739.6500

fax 920.739.6707

 

www.wipfli.com

STATE TAX OPINION

October 22, 2018

Boards of Directors

PyraMax Bank, FSB

1895 Bancorp of Wisconsin, Inc.

1895 Bancorp of Wisconsin, MHC

7001 West Edgerton Avenue

Greenfield, WI 53220

RE: Wisconsin Franchise and Income Tax Opinion Relating to the Mutual Holding Company Formation and Stock Issuance

Dear Directors:

In accordance with your request, set forth below is the opinion of this firm relating to the material Wisconsin franchise and income tax consequences of the proposed reorganization (the “Reorganization”) of PyraMax Bank, FSB (the “Bank”) from a federally chartered mutual savings bank to a mutual holding company with stock subsidiaries (a stock holding company and a stock savings bank).

For purposes of this opinion we have reviewed the applicable Wisconsin authority. We have also examined copies or drafts of such transaction-related documents as we deem appropriate, and assumed that they are correct, accurate and complete in all material respects, and that they will not be substantially modified prior to the consummation of the Reorganization. In forming and issuing our opinion, we have relied on the written opinion regarding the federal tax treatment of the transaction prepared by Luse Gorman, PC. Our opinion assumes that the reorganization constitutes two back-to-back tax-free exchanges of property for stock under Code Section 351 and a mere change in form under Code Section 368(a)(1)(F).

Facts

The mutual holding company reorganization is a series of transactions by which you will reorganize your corporate structure from your current status as a mutual savings bank to the mutual holding company form of ownership. The Reorganization will be conducted pursuant to a plan of reorganization and stock issuance plan, which you refer to as the plan of reorganization (the “Plan”). Pursuant to the Plan, PyraMax Bank, FSB will become a federal stock savings bank subsidiary of 1895 Bancorp of Wisconsin, Inc., and 1895 Bancorp of

 

LOGO


Boards of Directors

PyraMax Bank, FSB

1895 Bancorp of Wisconsin, Inc.

1895 Bancorp of Wisconsin MHC

Page 2 of 3

October 22, 2018

 

Wisconsin, Inc. will be a majority-owned subsidiary of 1895 Bancorp of Wisconsin, MHC. After the Reorganization, your depositors will become members of 1895 Bancorp of Wisconsin, MHC, and will continue to have the same voting rights in 1895 Bancorp of Wisconsin, MHC as they had in PyraMax Bank, FSB prior to the Reorganization.

In connection with the Reorganization, you are offering to sell shares of common stock of 1895 Bancorp of Wisconsin, Inc. Unlike a standard mutual-to-stock conversion transaction in which all of the common stock of the holding company of the converting savings bank is sold to the public, only a minority of the stock is sold to the public in a mutual holding company reorganization. In a mutual holding company structure, federal law and regulations require that a majority of the outstanding common stock of 1895 Bancorp of Wisconsin, Inc. must be held by the mutual holding company. Based on these restrictions and an evaluation of the capital needs, your board of directors has decided that 45% of the outstanding shares of common stock will be offered for sale in the offering (including an estimated 55,000 shares to be contributed to the new charitable foundation), and 55% of the shares will be retained by 1895 Bancorp of Wisconsin, MHC.

Other than the shares contributed to the charitable foundation, all such shares will be issued and sold at a uniform $10 price per share. The aggregate price at which all Common Stock will be offered and sold pursuant to the Plan will be based on the offered percentage of the estimated pro forma market value of the Bank, as converted. The estimated pro forma market value has been determined by an independent appraiser, Keller & Company, Inc. The conversion of the Bank from mutual to stock form and the sale of newly issued shares of the stock of the Bank to the Holding Company will be deemed effective concurrent with the closing of the sale of the Common Stock.

Discussion of Relevant Wisconsin Income Tax Issues

Wis. Stat. Section 71.26(2)(a) defines “net income” of a corporation as gross income computed under the “Internal Revenue Code” as modified by 71.26(3). Net income is further modified for addbacks of credits and related subtraction items which, based on the facts provided, are not relevant to our analysis.

For tax years beginning after December 31, 2017, pursuant to Wis. Stat. Section 71.22(4)(l)(1), “Internal Revenue Code” is defined as the federal Internal Revenue Code as amended to December 31, 2017 with exceptions specifically enumerated in the statute.


Boards of Directors

PyraMax Bank, FSB

1895 Bancorp of Wisconsin, Inc.

1895 Bancorp of Wisconsin MHC

Page 3 of 3

October 22, 2018

 

Opinion

Wisconsin does not modify or exclude the provisions of Internal Revenue Code Section 351 or 368(a)(1)(F). Therefore, provided the transaction constitutes two back-to-back tax-free exchanges of property for stock under Code Section 351 and a reorganization within the meaning of Code Section 368(a)(1)(F), Wisconsin will conform to the federal income tax treatment of the transaction.

Scope of Opinion

The scope of this opinion is expressly limited to the Wisconsin franchise and income tax consequences of the proposed transaction in connection with the representations and assumptions stated above.

Our opinion, as stated above, is based upon the analysis of the Wisconsin income tax statutes and administrative code, current administrative rulings, notices and procedures, and court decisions. Such laws, regulations, administrative rulings, notices and procedures and court decisions are subject to change at any time and such change may be retroactively effective. If so, our views as set forth may be affected and may not be relied upon. This opinion is as of the date hereof, and we disclaim any obligation to advise you of any change in any matter considered herein after the date hereof. Further, any variation or differences in facts or representations recited herein, for any reason, could affect our conclusions, possibly in an adverse manner, and make them inapplicable.

This letter represents our views as to interpretation of existing law and, accordingly, no assurance can be given that the Wisconsin Department of Revenue upon audit will agree with the above analysis.

If you have any questions regarding this letter, please contact Melaine Brandt at 608.274.1980.

Sincerely,

 

/s/ Wipfli LLP

Wipfli LLP

EX-10.1 5 d613439dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

PYRAMAX BANK, FSB

EMPLOYEE STOCK OWNERSHIP PLAN

(adopted effective January 1, 2019)


PYRAMAX BANK, FSB

EMPLOYEE STOCK OWNERSHIP PLAN

This Employee Stock Ownership Plan (the “Plan”) has been executed on ______________ ___, 2018, by PyraMax Bank, FSB effective as of the 1st day of January, 2019.

W I T N E S S E T H  T H A T

WHEREAS, the board of directors of the Bank has resolved to adopt an employee stock ownership plan for eligible employees of the Bank and subsidiaries of the Bank, if any, in accordance with the terms and conditions set forth herein;

NOW, THEREFORE, the Bank hereby adopts the following Plan setting forth the terms and conditions pertaining to contributions by the Employer and the payment of benefits to Participants and Beneficiaries.

IN WITNESS WHEREOF, the Bank has adopted this Plan and caused this instrument to be executed by its duly authorized officers as of the above date.

 

ATTEST:     PYRAMAX BANK, FSB
      By:    
Secretary       President and Chief Executive Officer


C O N T E N T S

 

     Page No.  
Section 1.         Plan Identity.      1  

  1.1      Name

     1  

  1.2      Purpose

     1  

  1.3      Effective Date

     1  

  1.4      Fiscal Period

     1  

  1.5      Single Plan for All Employers

     1  

  1.6      Interpretation of Provisions

     1  
Section 2.         Definitions.      1  
Section 3.         Eligibility for Participation.      12  

  3.1      Initial Eligibility

     12  

  3.2      Definition of Eligibility Year

     12  

  3.3      Terminated Employees

     12  

  3.4      Certain Employees Ineligible

     12  

  3.5      Participation and Reparticipation

     13  

  3.6      Omission of Eligible Employee

     13  

  3.7      Inclusion of Ineligible Employee

     13  
Section 4.         Contributions and Credits.      14  

  4.1      Discretionary Contributions

     14  

  4.2      Contributions for Exempt Loans

     14  

  4.3      Conditions as to Contributions

     14  

  4.4      Rollover Contributions

     15  
Section 5.         Limitations on Contributions and Allocations.      15  

  5.1      Limitation on Annual Additions

     15  

  5.2      Effect of Limitations

     17  

  5.3      Limitations as to Certain Participants

     17  

  5.4      Erroneous Allocations

     18  
Section 6.         Trust Fund and Its Investment.      18  

  6.1      Creation of Trust Fund

     18  

  6.2      Stock Fund and Investment Fund

     18  

  6.3      Acquisition of Stock

     18  

  6.4      Participants’ Option to Diversify

     19  
Section 7.         Voting Rights and Dividends on Stock.      20  

  7.1      Voting and Tendering of Stock

     20  

  7.2      Application of Dividends

     21  
Section 8.         Adjustments to Accounts.      22  

  8.1      ESOP Allocations

     22  

  8.2      Charges to Accounts

     23  

  8.3      Stock Fund Account

     23  

  8.4      Investment Fund Account

     24  

  8.5      Adjustment to Value of Trust Fund

     24  

  8.6      Participant Statements

     24  


     Page No.  
Section 9.         Vesting of Participants’ Interests.      24  

  9.1      Vesting in Accounts

     24  

  9.2      Computation of Vesting Years

     25  

  9.3      Full Vesting Upon Certain Events

     26  

  9.4      Full Vesting Upon Plan Termination

     27  

  9.5      Forfeiture, Repayment, and Restoral

     27  

  9.6      Accounting for Forfeitures

     27  

  9.7      Vesting and Nonforfeitability

     28  
Section 10.       Payment of Benefits.      28  

10.1      Benefits for Participants

     28  

10.2      Time for Distribution

     29  

10.3      Marital Status

     30  

10.4      Delay in Benefit Determination

     30  

10.5      Accounting for Benefit Payments

     30  

10.6      Options to Receive Stock

     31  

10.7      Restrictions on Disposition of Stock

     32  

10.8      Continuing Loan Provisions; Creations of Protections and Rights

     32  

10.9      Direct Rollover of Eligible Distribution

     32  

10.10    Waiver of 30-Day Period After Notice of Distribution

     33  
Section 11.       Rules Governing Benefit Claims and Review of Appeals      33  

11.1      Claim for Benefits

     33  

11.2      Notification by Committee

     34  

11.3      Claims Review Procedure

     34  
Section 12.       The Committee and its Functions.      34  

12.1      Authority of Committee

     34  

12.2      Identity of Committee

     35  

12.3      Duties of Committee

     35  

12.4      Valuation of Stock

     35  

12.5      Compliance with ERISA

     35  

12.6      Action by Committee

     35  

12.7      Execution of Documents

     35  

12.8      Adoption of Rules

     35  

12.9      Responsibilities to Participants

     36  

12.10    Alternative Payees in Event of Incapacity

     36  

12.11    Indemnification by Employers

     36  

12.12    Nonparticipation by Interested Member

     36  
Section 13.       Adoption, Amendment, or Termination of the Plan.      36  

13.1      Adoption of Plan by Other Employers

     36  

13.2      Plan Adoption Subject to Qualification

     37  

13.3      Right to Amend or Terminate

     37  

 

ii


     Page No.  
Section 14.       Miscellaneous Provisions.      37  

14.1      Plan Creates No Employment Rights

     37  

14.2      Nonassignability of Benefits

     38  

14.3      Limit of Employer Liability

     38  

14.4      Treatment of Expenses

     38  

14.5      Number and Gender

     38  

14.6      Nondiversion of Assets

     38  

14.7      Separability of Provisions

     38  

14.8      Service of Process

     38  

14.9      Governing State Law

     38  

14.10    Employer Contributions Conditioned on Deductibility

     39  

14.11    Unclaimed Accounts

     39  

14.12    Qualified Domestic Relations Order

     39  

14.13    Use of Electronic Media to Provide Notices and Make Participant Elections

     40  

14.14    Acquisition of Securities

     40  

14.15    Additional Benefits under Code Section 401(a)(37)

     40  
Section 15.       Top-Heavy Provisions.      40  

15.1      Top-Heavy Plan

     40  

15.2      Definitions

     41  

15.3      Top-Heavy Rules of Application

     42  

15.4      Minimum Contributions

     43  

15.5      Top-Heavy Provisions Control in Top-Heavy Plan

     43  

 

 

iii


PYRAMAX BANK, FSB

EMPLOYEE STOCK OWNERSHIP PLAN

Section 1.    Plan Identity.

1.1    Name. The name of this Plan is “PyraMax Bank, FSB Employee Stock Ownership Plan.”

1.2    Purpose. The purpose of this Plan is to describe the terms and conditions under which contributions made pursuant to the Plan will be credited and paid to the Participants and their Beneficiaries.

1.3    Effective Date. The Effective Date of this Plan is January 1, 2019.

1.4    Fiscal Period. This Plan shall be operated on the basis of a January 1 to December 31 fiscal year for the purpose of keeping the Plan’s books and records and distributing or filing any reports or returns required by law.

1.5    Single Plan for All Employers. This Plan shall be treated as a single plan with respect to all participating Employers for the purpose of crediting contributions and forfeitures and distributing benefits, determining whether there has been any termination of Service, and applying the limitations set forth in Section 5.

1.6    Interpretation of Provisions. The Employers intend this Plan and the Trust Agreement to be a qualified stock bonus plan under Section 401(a) of the Code and an employee stock ownership plan within the meaning of Section 407(d)(6) of ERISA and Section 4975(e)(7) of the Code. The Plan is intended to have its assets invested primarily in qualifying employer securities of one or more Employers within the meaning of Section 407(d)(3) of ERISA, and to satisfy any requirement under ERISA or the Code applicable to such a plan. The Plan is not subject to the diversification requirements of Code Section 401(a)(35).

Accordingly, the Plan and Trust Agreement shall be interpreted and applied in a manner consistent with this intent and shall be administered at all times and in all respects in a nondiscriminatory manner.

Section 2.    Definitions.

The following capitalized words and phrases shall have the meanings specified when used in this Plan and in the Trust Agreement, unless the context clearly indicates otherwise:

“Account” means a Participant’s interest in the assets accumulated under this Plan as expressed in terms of a separate account balance which is periodically adjusted to reflect his or her Employer’s contributions, the Plan’s investment experience, and distributions and forfeitures.

“Active Participant” means a Participant who has satisfied the eligibility requirements under Section 3 and who has at least 1,000 Hours of Service during the current Plan Year. However, a Participant shall not qualify as an Active Participant unless (i) he is in active Service with an Employer as of the last day of the Plan Year, or (ii) he is on a Recognized Absence as of that date, or (iii) his Service terminated during the Plan Year by reason of Disability, death, or Normal Retirement.


“Bank” means PyraMax Bank, FSB and any entity which succeeds to the business of PyraMax Bank, FSB and adopts this Plan as its own pursuant to Section 13.1 of the Plan.

“Beneficiary” means the person or persons who are designated by a Participant to receive benefits payable under the Plan on the Participant’s death. In the absence of any designation or if all the designated Beneficiaries shall die before the Participant dies or shall die before all benefits have been paid, the Participant’s Beneficiary shall be his or her surviving Spouse, if any, or his or her estate if he is not survived by a Spouse. The Committee may rely upon the advice of the Participant’s executor or administrator as to the identity of the Participant’s Spouse.

“Break in Service” means any Plan Year, or, for the initial eligibility computation period under Section 3.2, the 12-consecutive month period beginning on the first day of which an Employee has an Hour of Service, in which an Employee has 500 or fewer Hours of Service. Solely for this purpose, an Employee shall be considered employed for his or her normal hours of paid employment during a Recognized Absence (said Employee shall not be credited with more than 501 Hours of Service to avoid a Break in Service), unless he does not resume his or her Service at the end of the Recognized Absence. Further, if an Employee is absent for any period (i) by reason of the Employee’s pregnancy, (ii) by reason of the birth of the Employee’s child, (iii) by reason of the placement of a child with the Employee in connection with the Employee’s adoption of the child, or (iv) for purposes of caring for such child for a period beginning immediately after such birth or placement, the Employee shall be credited with the Hours of Service which would normally have been credited but for such absence, up to a maximum of 501 Hours of Service. Hours of Service shall be credited only in the year in which the absence from work begins, if a Participant would be prevented from incurring a one-year Break in Service in such year solely because the period of absence is treated as Hours of Service, or in any other case, in the immediately following year.

Closing Date” means the closing date of the initial public stock offering of the Company in connection with the mutual to stock conversion of the Bank.

“Code” means the Internal Revenue Code of 1986, as amended.

“Committee” means the committee responsible for the administration of this Plan in accordance with Section 12.

“Company” means 1895 Bancorp of Wisconsin, Inc., the holding company of the Bank, and any successor entity which succeeds to the business of the Company.

“Compensation” shall mean:

(a)    415 Compensation.

 

2


(b)    If a determination period consists of fewer than 12 months, the annual compensation limit is an amount equal to the otherwise applicable compensation limit set forth under Section 5.1-2 multiplied by a fraction. The numerator of the fraction is the number of months in the short determination period, and the denominator of the fraction is 12.

(c)    A Participant’s Compensation shall exclude any portion of the Plan Year in which the Participant had not yet entered the Plan (e.g., the period before the Participant’s Entry Date).

“Disability” means the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. An individual shall not be considered to be permanently and totally disabled unless he furnishes proof of the existence thereof in such form and manner, and at such times, as the Committee may require.

“Eligible Employee” means an Employee, other than an Employee identified in Section 3.4, who has performed 1,000 Hours of Service in the applicable Eligibility Year in accordance with Section 3.2 and who has attained age 21.

“Employee” means any individual who is or has been employed or self-employed by an Employer. “Employee” also means an individual employed by a leasing organization who, pursuant to an agreement between an Employer and the leasing organization, has performed services for the Employer and any related persons (within the meaning of Section 414(n)(6) of the Code) on a substantially full-time basis for more than one year, if such services are performed under the primary direction or control of the Employer. However, such a “leased employee” shall not be considered an Employee if (i) he participates in a money purchase pension plan sponsored by the leasing organization which provides for immediate participation, immediate full vesting, and an annual contribution of at least 10 percent of the Employee’s 415 Compensation, and (ii) leased employees do not constitute more than 20 percent of the Employer’s total work force (including leased employees, but excluding Highly Compensated Employees and any other Employees who have not performed services for the Employer on a substantially full-time basis for at least one year).

“Employer” means the Bank, any subsidiary of the Bank and any other corporation, partnership, or proprietorship which adopts this Plan with the Bank’s consent pursuant to Section 13.1, and also any entity which succeeds to the business of any Employer and adopts the Plan pursuant to Section 13.

“Entry Date” means the Effective Date and each July 1 and January 1 of each Plan Year after such date.

“ERISA” means the Employee Retirement Income Security Act of 1974 (P.L. 93-406, as amended).

 

3


“Exempt Loan” means an indebtedness arising from any extension of credit to the Plan or the Trust which satisfies the requirements set forth in Section 6.3 and which was obtained for any or all of the following purposes:

(i)    to acquire qualifying Employer securities as defined in Treasury Regulations Section 54.4975-12;

(ii)    to repay such Exempt Loan; or

(iii)    to repay a prior exempt loan.

“415 Compensation” shall mean:

(a)    Compensation that includes the following:

(i)    Wages, salaries, fees for professional services, and other amounts received (without regard to whether or not an amount is paid in cash) for personal services actually rendered in the course of employment with the Employer maintaining the Plan, to the extent that the amounts are includible in gross income (or to the extent amounts would have been received in includible in gross income but for an election under Code section 125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k), or 457(b)). These amounts include, but are not limited to, commissions paid to salespersons, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips, and bonus.

(ii)    Amounts described in Code section 104(a)(3), 105(a), or 105(h), but only to the extent that these amounts are includible in the gross income of the Employee.

(iii)    Amounts paid or reimbursed by the Employer for moving expenses incurred by an Employee, but only to the extent that at the time of the payment it is reasonable to believe that these amounts are not deductible by the Employee under Code section 217.

(iv)    The value of a nonstatutory option (which is an option other than a statutory option as described in Treas. Reg. section 1.421-1(b)) granted to an Employee by the Employer, but only to the extent that the value of the option is includible in the gross income of the Employee for the taxable year in which granted.

(v)    The amount includible in the gross income of an Employee upon making the election described in Code section 83(b).

(vi)    Amounts that are includible in the gross income of an Employee under the rules of Code section 409A or 457(f)(1)(A) or because the amounts are constructively received by the Employee.

 

4


(b)    Compensation that excludes all of the following:

(i)    Contributions (other than elective contributions described in Code section 402(e)(3), 408(k)(6), 408(p)(2)(A)(i), or 457(b)) made by the Employer to a plan of deferred compensation (including a simplified employee pension plan described in Code section 408(k) or a simple retirement account described in Code section 408(p), and whether or not qualified) to the extent that the contributions are not includible in the gross income of the Employee for the taxable year in which contributed. In addition, any distributions from a plan of deferred compensation (whether or not qualified) are not considered as compensation for Code section 415 purposes, regardless of whether such amounts are includible in the gross income of the Employee when distributed.

(ii)     Amounts realized from the exercise of a nonstatutory option (which is an option other than a statutory option as defined in Treas. Reg. section 1.421-1(b)), or when restricted stock or other property held by an Employee either becomes freely transferable or is no longer subject to a substantial risk of forfeiture (see Code section 83 and regulations promulgated thereunder).

(iii)    Amounts realized from the sale, exchange, or other disposition of stock acquired under a statutory stock option (as defined in Treas. Reg. section 1.421-1(b)).

(iv)     Other amounts that receive special tax benefits, such as premiums for group-term life insurance (but only to the extent that the premiums are not includible in the gross income of the Employee and are not salary reduction amounts that are described in Code section 125).

(v)    Other items of remuneration that are similar to any of the items listed in paragraphs (b)(1) through (b)(4) of this section.

(vi)    Reimbursements or other expense allowances, fringe benefits, moving expenses, deferred compensation, non-qualified unfunded deferred compensation and welfare benefits for all sources.

(c)    415 Compensation shall also include the following types of compensation paid after a Participant’s severance from employment with the Employer, provided that amounts described in paragraphs (i) or (ii) below shall only be included in 415 Compensation to the extent such amounts are paid by the later of 2 12 months after severance from employment, or by the end of the limitation year that includes the date of such severance from employment.

(i)    Regular Pay. 415 Compensation shall include regular pay after severance from employment if (a) the payment is for regular compensation for services during the Participant’s regular working hours, or compensation for services outside of the Participant’s regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments, and (b) the payment would have been paid to the Participant prior to severance from employment if the Participant had continued in employment with the Employer.

 

5


(ii)    Leave Cashouts. Leave cashouts shall be included in 415 Compensation if those amounts would have been included in the definition of 415 Compensation if they were paid prior to the Participant’s severance from employment, and the amounts are payment for unused accrued bona fide sick, vacation or other leave, but only if the Participant would have been able to use the leave if his or her employment had continued.

(d)    415 Compensation includes differential wage payments (as defined in Code Section 3401(h)) paid by the Employer to a former Employee who is performing qualified military services (as defined in Code Section 414(u)(1)) but only to the extent that those differential wage payments do not exceed the amounts the individual would have received if the individual had continued to perform services for the Employer rather than entering qualified military service.

(e)    415 Compensation in excess of $265,000 (as indexed) shall be disregarded for all Participants. For purposes of this sub-section, the $265,000 limit shall be referred to as the “applicable limit” for the Plan Year in question. The $265,000 limit shall be adjusted for increases in the cost of living in accordance with Section 401(a)(17)(B) of the Code, effective for the Plan Year which begins within the applicable calendar year. For purposes of the applicable limit, 415 Compensation shall be prorated over short Plan Years and only compensation for the portion of the Plan Year during which the individual was a Participant shall be taken into account.

“Highly Compensated Employee” for any Plan Year means an Employee who during the Plan Year performed Services for the Employer and, who during either that or the immediately preceding Plan Year was at any time a five percent owner of the Employer (as defined in Code Section 416(i)(1)) or, during the immediately preceding Plan Year, had 415 Compensation exceeding $120,000 (as adjusted). The applicable year for which a determination is being made is called a “determination year” and the preceding 12-month period is called a look-back year. The determination of who is a Highly Compensated Employee will be made in accordance with Code Section 414(q) and the regulations thereunder to the extent they are not inconsistent with the foregoing.

“Hours of Service” means hours to be credited to an Employee under the following rules:

(a)    Each hour for which an Employee is paid or is entitled to be paid for services to an Employer is an Hour of Service. If the Employer is a member of an affiliated service group under Code Section 414(m), a controlled group of corporations under Code Section 414(c) or any other entity required to be aggregated with the Employer pursuant to Code Section 414(o), Service will be credited for any employment with such groups during the time the Employer is a member of the applicable group. Service will also be credited for any individual considered an Employee under Code Sections 414(n) or 414(o).

 

6


(b)    Each hour for which an Employee is directly or indirectly paid or is entitled to be paid for a period of vacation, holidays, illness, disability, lay-off, jury duty, temporary military duty, or leave of absence is an Hour of Service. However, except as otherwise specifically provided, no more than 501 Hours of Service shall be credited for any single continuous period which an Employee performs no duties. No more than 501 Hours of Service will be credited under this paragraph for any single continuous period (whether or not such period occurs in a single computation period). Further, no Hours of Service shall be credited on account of payments made solely under a plan maintained to comply with worker’s compensation, unemployment compensation, or disability insurance laws, or to reimburse an Employee for medical expenses.

(c)    Each hour for which back pay (ignoring any mitigation of damages) is either awarded or agreed to by an Employer is an Hour of Service. However, no more than 501 Hours of Service shall be credited for any single continuous period during which an Employee would not have performed any duties. The same Hours of Service will not be credited both under paragraph (a) or (b) as the case may be, and under this paragraph (c). These hours will be credited to the employee for the computation period or periods to which the award or agreement pertains rather than the computation period in which the award agreement or payment is made.

(d)    Hours of Service shall be credited in any one period only under one of the foregoing paragraphs (a), (b) and (c); an Employee may not get double credit for the same period.

(f)    Hours of Service to be credited on account of a payment to an Employee (including back pay) shall be recorded in the period of Service for which the payment was made. If the period overlaps two or more Plan Years, the Hours of Service credit shall be allocated in proportion to the respective portions of the period included in the several Plan Years. However, in the case of periods of 31 days or less, the Committee may apply a uniform policy of crediting the Hours of Service to either the first Plan Year or the second.

(g)    In all respects an Employee’s Hours of Service shall be counted as required by Section 2530.200b-2(b) and (c) of the Department of Labor’s regulations under Title I of ERISA.

“Investment Fund” means that portion of the Trust Fund consisting of assets other than Stock. Notwithstanding the above, assets from the Investment Fund may be used to purchase Stock in the open market or otherwise, or used to pay on the Exempt Loan, and shares so purchased will be allocated to a Participant’s Stock Fund.

“Normal Retirement” means retirement on or after the Participant’s Normal Retirement Date.

“Normal Retirement Date” means the later of (i) Participant’s 65th birthday, or (ii) the date on which the Participant is credited with five (5) years of Service.

“Participant” means any Eligible Employee who is an Active Participant participating in the Plan, or Eligible Employee or former Employee who was previously an Active Participant and still has a balance credited to his or her Account.

 

7


“Period of Uniformed Service” means the length of time that an Employee serves in the Uniformed Services.

“Plan Year” means the twelve-month period commencing January 1 and ending December 31 and each period of 12 consecutive months beginning on January 1 of each succeeding year.

Readily Tradable on an Established Securities Market” has the meaning set forth in Treasury Regulation Section 1.401(a)(35)-1(f)(5) for purposes of Code Section 401(a)(22), 401(a)(28)(C) and 409(h)(1)(B) and 409(1), which means: (i) the security is traded on a national securities exchange that is registered under section 6 of the Securities Exchange Act of 1934, as amended; or (ii) the security is traded on a national securities exchange that is officially recognized, sanctioned or supervised by governmental authority and the security is deemed by the Securities and Exchange Commission as having a “ready market” under SEC Rule 15c3-1.”

“Recognized Absence” means a period for which —

(a)    an Employer grants an Employee a leave of absence for a limited period, but only if an Employer grants such leave on a nondiscriminatory basis; or

(b)    an Employee is temporarily laid off by an Employer because of a change in business conditions; or

(c)    an Employee is on active military duty, but only to the extent that his or her employment rights are protected by the Military Selective Service Act of 1967 (38 U.S.C. Sec. 2021).

“Reemployment After a Period of Uniformed Service”

(a)    “Reemployment (or Reemployed) After a Period of Uniformed Service” means that an Employee returned to employment with a Participating Employer, within the time frame set forth in subparagraph (b) below, after a Period of Uniformed Service in the Uniformed Services and the following rules corresponding to provisions of the Uniformed Services Employment and Reemployment Rights Act of 1994 (“USERRA”) apply: (i) he or she gives sufficient notice of leave to the Participating Employer prior to commencing a Period of Uniformed Service, or is excused from providing such notice; (ii) his or her employment with the Participating Employer prior to a Period of Uniformed Service was not of a brief, nonrecurrent nature that would preclude a reasonable expectation that such employment would continue indefinitely or for a significant period; (iii) the Participating Employer’s circumstances have not changed so that reemployment is unreasonable or an undue hardship to the Participating Employer; and (iv) the applicable cumulative Periods of Uniformed Service under USERRA equals five years or less, unless service in the Uniformed Services:

(1)    in excess of five years is required to complete an initial Period of Uniformed Service;

 

8


(2)    prevents the Participant from obtaining orders releasing him or her from such Period of Uniformed Service prior to the expiration of a five-year period (through no fault of the Participant);

(3)    is required in the National Guard for drill and instruction, field exercises or active duty training, or to fulfill necessary additional training, or to fulfill necessary additional training requirements certified in writing by the Secretary of the branch of Uniformed Services concerned; or

(4)    for a Participant is

(A)    required other than for training under any provisions of law during a war or national agency declared by the President or Congress;

(B)    required (other than for training) in support of an operational mission for which personnel have been ordered to active duty other than during war or national emergency;

(C)    required in support of a critical mission or requirement of the Uniformed Services; or

(D)    the result of being called into service as a member of the National Guard by the President in the case of rebellion or danger of rebellion against the authority of the United States Government or if the President is unable to execute the laws of the United States with the regular forces.

(b)    The applicable statutory time frames within which an Employee must report to a Participating Employer after a Period of Uniformed Service are as follows:

(1)    If the Period of Uniformed Service was less than 31 days,

(A)    not later than the beginning of the first full regularly scheduled work period on the first full calendar day following the completion of the Period of Uniformed Service and the expiration of eight hours after a period of time allowing for the safe transportation of the Employee from the place of service in the Uniformed Services to the Employee’s residence; or

(B)    as soon as possible after the expiration of the eight-hour period of time referred to in Clause (A), if reporting within the period referred to in such clause is impossible or unreasonable through no fault of the Employee.

 

9


(2)    In the case of an Employee whose Period of Uniformed Service was for more than 30 days but less than 181 days, by submitting an application for reemployment with a Participating Employer not later than 14 days after the completion of the Period of Uniformed Service or, if submitting such application within such period is impossible or unreasonable through no fault of the Employee, the next first full calendar day when submission of such application becomes reasonable.

(3)    In the case of an Employee whose Period of Uniformed Service was for more than 180 days, by submitting an application for reemployment with a Participating Employer not later than 90 days after the completion of the Period of Uniformed Service.

(4)    In the case of an Employee who is hospitalized for, or convalescing from, an illness or injury related to the Period of Uniformed Service the Employee shall apply for reemployment with a Participating Employer at the end of the period that is necessary for the Employee to recover. Such period of recovery shall not exceed two years, unless circumstances beyond the Employee’s control make reporting as above unreasonable or impossible.

(c)    Notwithstanding subparagraph (a), Reemployment After a Period of Uniformed Service terminates upon the occurrence of any of the following:

(1)    a dishonorable or bad conduct discharge from the Uniformed Services;

(2)    any other discharge from the Uniformed Services under circumstances other than an honorable condition;

(3)    a discharge of a commissioned officer from the Uniformed Services by court martial, by commutation of sentence by court martial, or, in time of war, by the President; or

(4)    a demotion of a commissioned officer in the Uniformed Services for absence without authorized leave of at least 3 months confinement under a sentence by court martial, or confinement in a federal or state penitentiary after being found guilty of a crime under a final sentence.

“Service” means an Employee’s period(s) of employment or self-employment with an Employer, excluding for initial eligibility purposes any period in which the individual was a nonresident alien and did not receive from an Employer any earned income which constituted income from sources within the United States. An Employee’s Service shall include any Service which constitutes Service with a predecessor Employer within the meaning of Section 414(a) of the Code, provided, however, that Service with an acquired entity shall not be considered Service under the Plan unless required by applicable law or agreed to by the parties to such transaction. An Employee’s Service shall also include any Service with an entity which is not an Employer, but only either (i) in which the other entity is a member of a controlled group of corporations or is under common control with other trades and businesses within the meaning of Section 414(b) or 414(c) of the Code, and a member of the controlled group or one of the trades and businesses is an Employer, (ii) in which the other entity is a member of an affiliated service group within the meaning of Section 414(m) of the Code, and a member of the affiliated service group is an Employer, or (iii) all Employers aggregated with the Employer under Section 414(o) of the Code (but not until the Proposed Regulations under Section 414(o) become effective). Notwithstanding any provision of this Plan to the contrary, contributions, benefits and service credit with respect to qualified military service will be provided in accordance with Section 414(u) of the Code.

 

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“Spouse” means the individual, if any, to whom a Participant is lawfully married on the date benefit payments to the Participant are to begin, or on the date of the Participant’s death, if earlier. A former Spouse shall be treated as the Spouse or surviving Spouse to the extent provided under a qualified domestic relations order as described in section 414(p) of the Code. “The term “Spouse” includes an individual married to a person of the same sex if the individuals are lawfully married under state law, and the term “marriage” includes such a marriage between individuals of the same sex.”

“Stock” means common stock issued by the Employer (or by a corporation which is a member of the same controlled group) which is Readily Tradable on an Established Securities Market. In the event there is no common stock which meets the requirements of the preceding sentence, then “Stock” means common stock issued by the Employer (or by a corporation which is a member of the same controlled group) having a combined voting power and dividend rights equal to or in excess of (A) that class of common stock of the Employer (or of any other such corporation) having the greatest voting power; and (B) that class of common stock of the Employer (or of any other such corporation) having the greatest dividend rights.

“Stock Fund” means that portion of the Trust Fund consisting of Stock. The Stock Fund is merely a recordkeeping mechanism used by the Trustee to track the Stock held by the Plan. The Stock Fund is neither a mutual fund nor a diversified or managed investment option.

“Trust” or “Trust Fund” means the trust fund created under this Plan.

“Trust Agreement” means the agreement between the Bank and the Trustee concerning the Trust Fund. If any assets of the Trust Fund are held in a co-mingled trust fund with assets of other qualified retirement plans, “Trust Agreement” shall be deemed to include the trust agreement governing that co-mingled trust fund. With respect to the allocation of investment responsibility for the assets of the Trust Fund, the provisions of Article II of the Trust Agreement are incorporated herein by reference.

“Trustee” means one or more corporate persons or individuals selected from time to time by the Bank to serve as trustee or co-trustees of the Trust Fund.

“Unallocated Stock Fund” means that portion of the Stock Fund consisting of the Plan’s holding of Stock which have been acquired in exchange for one or more Exempt Loans and which have not yet been allocated to the Participant’s Accounts in accordance with Section 4.2.

“Uniformed Service” means the performance of duty on a voluntary or involuntary basis in the uniformed service of the United States, including the U.S. Public Health Services, under competent authority and includes active duty, active duty for training, initial activity duty for training, inactive duty training, full-time National Guard duty, and the period for which a person is absent from a position of employment for purposes of an examination to determine the fitness of the person to perform any such duty.

 

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“Valuation Date” means for so long as there is a generally recognized market for the Stock each business day. If at any time there shall be no generally recognized market for the Stock, then “Valuation Date” shall mean the last day of the Plan Year and each other date as of which the Committee shall determine the investment experience of the Investment Fund and adjust the Participants’ Accounts accordingly.

“Valuation Period” means the period following a Valuation Date and ending with the next Valuation Date.

“Vesting Year” means a unit of Service credited to a Participant pursuant to Section 9.2 for purposes of determining his or her vested interest in his or her Account.

Section 3.    Eligibility for Participation.

3.1    Initial Eligibility. An Eligible Employee shall enter the Plan as of the Entry Date coincident with or next following the date on which the Eligible Employee satisfies both the age and Service requirements. An Employee will be an Eligible Employee on or after the date that the Employee has both attained age 21 and completed an Eligibility Year. Notwithstanding the foregoing, an Employee who is an Eligible Employee on or prior to the Closing Date shall enter the Plan, retroactively, on the Effective Date.

3.2    Definition of Eligibility Year. “Eligibility Year” means an applicable eligibility period (as defined below) in which the Eligible Employee has completed 1,000 Hours of Service for the Employer. For this purpose:

(i)     an Eligible Employee’s first “eligibility period” is the 12-consecutive month period beginning on the first day on which he has an Hour of Service, including any years before the Effective Date of the Plan, and

(ii)    his or her subsequent eligibility periods will be 12-consecutive month periods beginning on each January 1 after that first day of Service.

3.3    Terminated Employees. No Employee shall have any interest or rights under this Plan if he is never in active Service with an Employer on or after the Effective Date.

3.4    Certain Employees Ineligible.

3.4-1.    No Employee shall participate in the Plan while his or her Service is covered by a collective bargaining agreement between an Employer and the Employee’s collective bargaining representative if (i) retirement benefits have been the subject of good faith bargaining between the Employer and the representative and (ii) the collective bargaining agreement does not provide for the Employee’s participation in the Plan.

3.4-2.    Leased Employees are not eligible to participate in the Plan.

 

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3.4-3.    Employees who are nonresident aliens with no earned income (within the meaning of Code Section 911(d)(2)) from the Employer which constitutes income from sources within the United States (within the meaning of Code Section 861(a)(3)).

3.4-4.    An Eligible Employee may elect not to participate in the Plan, provided, however, such election is made solely to meet the requirements of Code Section 409(n). For an election to be effective for a particular Plan Year, the Eligible Employee or Participant must file the election in writing with the Committee no later than the last day of the Plan Year for which the election is to be effective, and such election must be irrevocable. The Employer may not make a contribution under the Plan for the Eligible Employee or for the Participant for the Plan Year for which the election is effective, nor for any succeeding Plan Year, unless the Eligible Employee or Participant re-elects to participate in the Plan. The Eligible Employee or Participant may elect again not to participate, but not earlier than the first Plan Year following the Plan Year in which the re-election was first effective.

3.5    Participation and Reparticipation. Subject to the satisfaction of the foregoing requirements, an Eligible Employee shall participate in the Plan during each period of his or her Service from the date on which he first becomes eligible until his or her termination. For this purpose, an Eligible Employee who returns before five (5) consecutive one year Breaks in Service who previously satisfied the initial eligibility requirements or who returns after five (5) consecutive one year Breaks in Service with a vested Account balance in the Plan shall re-enter the Plan as of the date of his or her return to Service with an Employer.

3.6    Omission of Eligible Employee. If, in any Plan Year, any Eligible Employee who should be included as a Participant in the Plan is erroneously omitted and discovery of such omission is not made until after a contribution by his or her Employer for the year has been made, the Employer shall make a subsequent contribution with respect to the omitted Eligible Employee in the amount which the said Employer would have contributed regardless of whether or not it is deductible in whole or in part in any taxable year under applicable provisions of the Code.

3.7    Inclusion of Ineligible Employee. If, in any Plan Year, any person who should not have been included as a Participant in the Plan is erroneously included and discovery of such incorrect inclusion is not made until after a contribution for the year has been made, the Employer shall not be entitled to recover the contribution made with respect to the ineligible person regardless of whether or not a deduction is allowable with respect to such contribution. In such event, the amount contributed with respect to the ineligible person shall constitute a forfeiture for the fiscal year in which the discovery is made. Any person who, after the close of a Plan Year, is retroactively treated by the Company, an affiliated company or any other party as an Employee for such prior Plan Year shall not, for purposes of the Plan, be considered an Employee for such prior Plan Year unless expressly so treated as such by the Company.

 

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Section 4.    Contributions and Credits.

4.1    Discretionary Contributions.

4.1-1.    The Employer shall from time to time contribute, with respect to a Plan Year, such amounts as it may determine from time to time. The Employer shall have no obligation to contribute any amount under this Plan except as so determined in its sole discretion. The Employer’s contributions and available forfeitures for a Plan Year shall be credited as of the last day of the year to the Accounts of the Active Participants in the manner set forth in Section 8.1-2.

4.1-2.    Upon a Participant’s Reemployment After a Period of Uniformed Service, the Employer shall make an additional contribution on behalf of such Participant that would have been made on his or her behalf during the Plan Year or Years corresponding to the Participant’s Period of Uniformed Service.

4.2    Contributions for Exempt Loans. If the Trustee, upon instructions from the Committee, incurs any Exempt Loan upon the purchase of Stock, the Employer may contribute for each Plan Year an amount sufficient to cover all payments of principal and interest as they come due under the terms of the Exempt Loan. If there is more than one Exempt Loan, the Employer shall designate the one to which any contribution is to be applied. Investment earnings realized on Employer contributions and any dividends paid by the Employer on Stock held in the Unallocated Stock Account, shall be applied to the Exempt Loan related to that Stock, subject to Section 7.2.

In each Plan Year in which Employer contributions, earnings on contributions, or dividends on Stock in the Unallocated Stock Fund are used as payments under an Exempt Loan, a certain number of shares of the Stock acquired with that Exempt Loan which is then held in the Unallocated Stock Fund shall be released for allocation among the Participants. The number of shares released shall bear the same ratio to the total number of those shares then held in the Unallocated Stock Fund (prior to the release) as (i) the principal and interest payments made on the Exempt Loan in the current Plan Year bears to (ii) the sum of (i) above, and the remaining principal and interest payments required (or projected to be required on the basis of the interest rate in effect at the end of the Plan Year) to satisfy the Exempt Loan.

At the direction of the Committee, the current and projected payments of interest under an Exempt Loan may be ignored in calculating the number of shares to be released in each year if (i) the Exempt Loan provides for annual payments of principal and interest at a cumulative rate that is not less rapid at any time than level annual payments of such amounts for 10 years, (ii) the interest included in any payment is ignored only to the extent that it would be determined to be interest under standard loan amortization tables, and (iii) the term of the Exempt Loan, by reason of renewal, extension, or refinancing, has not exceeded 10 years from the original acquisition of the Stock.

4.3    Conditions as to Contributions. Employers’ contributions shall in all events be subject to the limitations set forth in Section 5. Contributions may be made in the form of cash, or securities and other property to the extent permissible under ERISA, including Stock, and shall be held by the Trustee in accordance with the Trust Agreement. In addition to the provisions of Section 13.2 for the return of an Employer’s contributions in connection with a failure of the Plan to qualify initially under the Code, any amount contributed by an Employer due to a good faith mistake of fact, or based upon a good faith but erroneous determination of its

 

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deductibility under Section 404 of the Code, shall be returned to the Employer within one year after the date on which the contribution was originally made, or within one year after its nondeductibility has been finally determined. However, the amount to be returned shall be reduced to take account of any adverse investment experience within the Trust Fund in order that the balance credited to each Participant’s Account is not less that it would have been if the contribution had never been made.

4.4    Rollover Contributions. This Plan shall not accept a direct rollover or rollover contribution of an “eligible rollover distribution” as such term is defined in Section 10.9-1 of the Plan.

Section 5.    Limitations on Contributions and Allocations.

5.1    Limitation on Annual Additions. Notwithstanding anything herein to the contrary, allocation of Employer contributions for any Plan Year shall be subject to the following:

5.1-1    If allocation of Employer contributions in accordance with Section 4.1 will result in an allocation of more than one-third the total contributions for a Plan Year to the accounts of Highly Compensated Employees, and such allocation would cause any Highly Compensated Employee to exceed the limitations under Code Section 415(c) or the Employer to exceed the deduction limits under Code Section 404, then no more than one-third of the Employer contributions used for repayment of any Exempt Loan in accordance with Section 4.2 shall be allocated to the accounts of Highly Compensated Employees (within the meaning of Code Section 414(q)), with the remaining Employer contributions to be made to non-Highly Compensated Employees in the manner specified under Section 8.1. Such adjustments shall be made before any allocations occur.

5.1-2    After adjustment, if any, required by the preceding paragraph, the annual additions during any Plan Year to any Participant’s Account under this and any other defined contribution plans maintained by the Employer or an affiliate (within the purview of Section 414(b), (c) and (m) and Section 415(h) of the Code, which affiliate shall be deemed the Employer for this purpose) shall not exceed the lesser of $53,000 (for 2016, or such other dollar amount which results from cost-of-living adjustments under Section 415(d) of the Code) (the “dollar limitation”) or 100 percent of the Participant’s 415 Compensation for such limitation year (the “percentage limitation”). In the event Stock is released from the Unallocated Stock Fund and allocated to a Participant’s Account for a particular Plan Year, the Employer may determine for such year that an annual addition shall be calculated on the basis of the fair market value of the Stock so released and allocated (such fair market value to be based on the valuation as of the Valuation Date immediately preceding the Plan Year in respect of which the release and allocation are made) if the annual addition, as so calculated, is lower than the annual addition calculated on the basis of Employer contributions. The percentage limitation shall not apply to any contribution for medical benefits after severance from employment (within the meaning of Section 401(h) or Section 419A(f)(2) of the Code) which is otherwise treated as an annual addition. If, as a result of the allocation of forfeitures, a reasonable error in estimating a Participant’s annual compensation, a reasonable error in determining the

 

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amount of elective deferrals (within the meaning of Code Section 402(g)(3)) that may be made with respect to any individual under the limits of Code Section 415, or under other limited facts and circumstances that the Commissioner of the Internal Revenue Service finds justify the availability of the rules set forth in this paragraph, the annual additions under the terms of the Plan for a particular Participant would cause the limitations of Code Section 415 applicable to that Participant for the limitation year to be exceeded, the Plan may only correct such excess in accordance with the Employee Plans Compliance Resolution System (EPCRS) as set forth in Revenue Procedure 2016-51 or any subsequent guidance.    

5.1-3    For purposes of this Section 5.1, the “annual addition” to a Participant’s Accounts means the sum of (i) Employer contributions, (ii) Employee contributions, if any, and (iii) forfeitures. For these purposes, annual additions to a defined contribution plan shall not include the allocation of the excess amounts remaining in the Unallocated Stock Fund subsequent to a sale of stock from such fund in accordance with a transaction described in Section 8.1 of the Plan. Notwithstanding the foregoing, “annual additions” shall not include a restorative payment in accordance with Treasury Regulation Section 1.415(c)-1(b)(2)(C) that is made to restore losses to the Plan resulting from actions by a fiduciary for which there is a reasonable risk of liability for breach of fiduciary duty under ERISA or other applicable federal and state law.

In the event Stock is released from the Unallocated Stock Fund and allocated to a Participant’s Account for a particular Plan Year, the Employer may determine for such year that an annual addition shall be calculated on the basis of the fair market value of the Stock so released and allocated (such fair market value to be based on the valuation as of the Valuation Date immediately preceding the Plan Year in respect of which the release and allocation are made) if the annual addition, as so calculated, is lower than the annual addition calculated on the basis of Employer contributions.

5.1-4    Notwithstanding the foregoing, if no more than one-third of the Employer contributions to the Plan for a year which are deductible under Section 404(a)(9) of the Code are allocated to Highly Compensated Employees (within the meaning of Section 414(q) of the Internal Revenue Code), the limitations imposed herein shall not apply to:

(i)    forfeitures of Employer securities (within the meaning of Section 409 of the Code) under the Plan if such securities were acquired with the proceeds of a loan described in Section 404(a)(9)(A) of the Code), or

(ii)    Employer contributions to the Plan which are deductible under Section 404(a)(9)(B) and charged against a Participant’s Account.

5.1-5    If the Employer contributes amounts, on behalf of Eligible Employees covered by this Plan, to other “defined contribution plans” as defined in Section 3(34) of ERISA, the limitation on annual additions provided in this Section shall be applied to annual additions in the aggregate to this Plan and to such other plans. Reduction of annual additions, where required, shall be accomplished first by reductions under such other plan pursuant to the directions of the named fiduciary for administration of such other plans or under priorities, if any, established under the terms of such other plans and then by allocating any remaining excess for this Plan in the manner and priority set out above with respect to this Plan.

 

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5.1-6    A limitation year shall mean each 12 consecutive month period ending on December 31.

5.2    Effect of Limitations. The Committee shall take whatever action may be necessary from time to time to assure compliance with the limitations set forth in Section 5.1. Specifically, the Committee shall see that each Employer restrict its contributions for any Plan Year to an amount which, taking into account the amount of available forfeitures, may be completely allocated to the Participants consistent with those limitations. Where the limitations would otherwise be exceeded by any Participant, further allocations to the Participant shall be curtailed to the extent necessary to satisfy the limitations. Where an excessive amount is contributed on account of a mistake as to one or more Participants’ compensation, or there is an amount of forfeitures which may not be credited in the Plan Year in which it becomes available, the amount shall be corrected in accordance with Section 5.1-2 of the Plan.

5.3    Limitations as to Certain Participants. Aside from the limitations set forth in Section 5.1, if the Plan acquires any Stock in a transaction as to which a selling shareholder or the estate of a deceased shareholder is claiming the benefit of Section 1042 of the Code, the Committee shall see that none of such Stock, and no other assets in lieu of such Stock, are allocated to the Accounts of certain Participants in order to comply with Section 409(n) of the Code.

This restriction shall apply at all times to a Participant who owns (taking into account the attribution rules under Section 318(a) of the Code, without regard to the exception for employee plan trusts in Section 318(a)(2)(B)(i) more than 25 percent of any class of stock of a corporation which issued the Stock acquired by the Plan, or another corporation within the same controlled group, as defined in Section 409(l)(4) of the Code (any such class of stock hereafter called a “Related Class”). For this purpose, a Participant who owns more than 25 percent of any Related Class at any time within the one year preceding the Plan’s purchase of the Stock shall be subject to the restriction as to all allocations of the Stock, but any other Participant shall be subject to the restriction only as to allocations which occur at a time when he owns more than 25 percent of any Related Class.

Further, this restriction shall apply to the selling shareholder claiming the benefit of Section 1042 and any other Participant who is related to such a shareholder within the meaning of Section 267(b) of the Code, during the period beginning on the date of sale and ending on the later of (1) the date that is ten years after the date of sale, or (2) the date of the Plan allocation attributable to the final payment of acquisition indebtedness incurred in connection with the sale.

This restriction shall not apply to any Participant who is a lineal descendant of a selling shareholder if the aggregate amounts allocated under the Plan for the benefit of all such descendants do not exceed five percent of the Stock acquired from the shareholder.

 

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5.4    Erroneous Allocations. No Participant shall be entitled to any annual additions or other allocations to his or her Account in excess of those permitted under Section 5. If it is determined at any time that the administrator and/or Trustee have erred in accepting and allocating any contributions or forfeitures under this Plan, or in allocating investment adjustments, or in excluding or including any person as a Participant, then the administrator, in a uniform and nondiscriminatory manner, shall determine the manner in which such error shall be corrected, after taking into consideration Sections 3.6 and 3.7 and any revenue procedure or other notice published by the Internal Revenue Service regarding permissible correction methods, if applicable, and shall promptly advise the Trustee in writing of such error and of the method for correcting such error. The Accounts of any or all Participants may be revised, if necessary, in order to correct such error.

Section 6.    Trust Fund and Its Investment.

6.1    Creation of Trust Fund. All amounts received under the Plan from Employers and investments shall be held as the Trust Fund pursuant to the terms of this Plan and of the Trust Agreement between the Bank and the Trustee. The benefits described in this Plan shall be payable only from the assets of the Trust Fund, and none of the Bank, any other Employer, its board of directors or trustees, its stockholders, its officers, its employees, the Committee, and the Trustee shall be liable for payment of any benefit under this Plan except from the Trust Fund.

6.2    Stock Fund and Investment Fund. The Trust Fund held by the Trustee shall be divided into the Stock Fund, consisting entirely of Stock, and the Investment Fund, consisting of all assets of the Trust other than Stock. The Trustee shall have no investment responsibility for the Stock Fund, but shall accept any Employer contributions made in the form of Stock, and shall acquire, sell, exchange, distribute, and otherwise deal with and dispose of Stock in accordance with the instructions of the Committee. As a directed Trustee, the Trustee shall have such responsibility for the investment of the Investment Fund as set forth pursuant to the Trust Agreement.

6.3    Acquisition of Stock. From time to time the Committee may, in its sole discretion, direct the Trustee to acquire Stock from the issuing Employer or from shareholders, including shareholders who are or have been Employees, Participants, or fiduciaries with respect to the Plan. The Trustee shall pay for such Stock no more than its fair market value, which shall be determined conclusively by the Committee pursuant to Section 12.4. The Committee may direct the Trustee to finance the acquisition of Stock by incurring or assuming indebtedness to the seller or another party which indebtedness shall be called an “Exempt Loan.” The term “Exempt Loan” shall refer to a loan made to the Plan by a disqualified person within the meaning of Section 4975(e)(2) of the Code, or a loan to the Plan which is guaranteed by a disqualified person. An Exempt Loan includes a direct loan of cash, a purchase-money transaction, and an assumption of an obligation of a tax-qualified employee stock ownership plan under Section 4975(e)(7) of the Code (“ESOP”). For these purposes, the term “guarantee” shall include an unsecured guarantee and the use of assets of a disqualified person as collateral for a loan, even though the use of assets may not be a guarantee under applicable state law. An amendment of an Exempt Loan in order to qualify as an “exempt loan” is not a refinancing of the Exempt Loan or the making of another Exempt Loan. The term “exempt loan” refers to a loan that is primarily for the benefit of the Plan participants and their beneficiaries and that satisfies the provisions of this paragraph. A “non-exempt loan” fails to satisfy this paragraph. Any Exempt Loan shall be subject to the following conditions and limitations:

6.3-1    All Exempt Loans incurred by the Plan must be primarily for the benefit of Plan Participants and Beneficiaries, and an Exempt Loan shall be for a specific term, shall not be payable on demand except in the event of default, and shall bear a reasonable rate of interest, such that the interest rate and the price of the securities to be acquired with the Exempt Loan will not cause the Plan’s assets to be inappropriately impaired in violation of Treasury Regulation Section 54.4975-7(b)(3).

 

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6.3-2    An Exempt Loan may, but need not, be secured by a collateral pledge of either the Stock acquired in exchange for the Exempt Loan, or the Stock previously pledged in connection with a prior Exempt Loan which is being repaid with the proceeds of the current Exempt Loan. No other assets of the Plan and Trust may be used as collateral for an Exempt Loan, and no creditor under an Exempt Loan shall have any right or recourse to any Plan and Trust assets other than Stock remaining subject to a collateral pledge.

6.3-3    Any pledge of Stock to secure an Exempt Loan must provide for the release of pledged Stock in connection with payments on the Exempt Loans in the ratio prescribed in Section 4.2.

6.3-4    Repayments of principal and interest on any Exempt Loan shall be made by the Trustee only from Employer cash contributions designated for such payments, from earnings on such contributions, and from cash dividends received on Stock, in the last case, however, subject to the further requirements of Section 7.2. The payment on the Exempt Loan during the Plan Year must not exceed an amount equal to the sum of contributions and earnings received during such year or prior to such year, less such payments in prior years. Such contributions and earnings must be accounted for separately in the books and accounts of the Plan until the Exempt Loan is fully repaid.

6.3-5    In the event of default of an Exempt Loan, the value of Plan assets transferred in satisfaction of the Exempt Loan must not exceed the amount of the default. If the lender is a disqualified person within the meaning of Section 4975 of the Code, an Exempt Loan must provide for a transfer of Plan assets upon default only upon and to the extent of the failure of the Plan to meet the payment schedule of said Exempt Loan. For purposes of this paragraph, the making of a guarantee does not make a person a lender.

6.4    Participants Option to Diversify. The Committee shall provide for a procedure under which each Participant may, during the qualified election period, elect to “diversify” a portion of the Employer Stock allocated to his or her Account, as provided in Section 401(a)(28)(B) of the Code. An election to diversify must be made on the prescribed form and filed with the Committee within the period specified herein. For each of the first five (5) Plan years in the qualified election period, the Participant may elect to diversify an amount which does not exceed 25 percent of the number of shares allocated to his or her Account since the inception of the Plan, less all shares with respect to which an election under this Section has already been made. For the last year of the qualified election period, the Participant may elect to

 

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have up to 50 percent of the value of his or her Account committed to other investments, less all shares with respect to which an election under this Section has already been made. The term “qualified election period” shall mean the six (6) Plan Year period beginning with the first Plan Year in which a Participant has both attained age 55 and completed 10 years of participation in the Plan. A Participant’s election to diversify his or her Account may be made within each year of the qualified election period and shall continue for the 90-day period immediately following the last day of each year in the qualified election period. Once a Participant makes such election, the Plan must complete diversification in accordance with such election within 90 days after the end of the period during which the election could be made for the Plan Year. In the discretion of the Committee, the Plan may satisfy the diversification requirement by any of the following methods:

6.4-1    The Plan may distribute all or part of the amount subject to the diversification election.

6.4-2    The Plan may offer the Participant at least three other distinct investment options, if available under the Plan. The other investment options shall satisfy the requirements of Regulations under Section 404(c) of ERISA.

6.4-3    The Plan may transfer the portion of the Participant’s Account subject to the diversification election to another qualified defined contribution plan of the Employer that offers at least three investment options satisfying the requirements of the Regulations under Section 404(c) of ERISA.

Section 7.    Voting Rights and Dividends on Stock.

7.1    Voting and Tendering of Stock.

7.1-1    The Trustee generally shall vote all shares of Stock held under the Plan in accordance with the written instructions of the Committee. However, if any Employer has a registration-type class of securities within the meaning of Section 409(e)(4) of the Code, or if a matter submitted to the holders of the Stock involves a merger, consolidation, recapitalization, reclassification, liquidation, dissolution, or sale of substantially all assets of an entity, then (i) the shares of Stock which have been allocated to Participants’ Accounts shall be voted by the Trustee in accordance with the Participants’ written instructions, and (ii) the Trustee shall vote any unallocated Stock, allocated Stock for which it has received no voting instructions, and Stock for which Participants vote to “abstain,” in the same proportions as it votes the allocated Stock for which it has received instructions from Participants. In the event no shares of Stock have been allocated to Participants’ Accounts at the time Stock is to be voted and any Exempt Loan which may be outstanding is not in default, each Participant shall be deemed to have one share of Stock allocated to his or her Account for the sole purpose of providing the Trustee with voting instructions.

 

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Notwithstanding any provision hereunder to the contrary, all unallocated shares of Stock must be voted by the Trustee in a manner determined by the Trustee to be for the exclusive benefit of the Participants and Beneficiaries. Whenever such voting rights are to be exercised, the Employers shall provide the Trustee, in a timely manner, with the same notices and other materials as are provided to other holders of the Stock, which the Trustee shall distribute to the Participants. The Participants shall be provided with adequate opportunity to deliver their instructions to the Trustee regarding the voting of Stock allocated to their Accounts. The instructions of the Participants’ with respect to the voting of allocated shares hereunder shall be confidential.

7.1-2    In the event of a tender offer, Stock shall be tendered by the Trustee in the same manner as set forth above with respect to the voting of Stock. Notwithstanding any provision hereunder to the contrary, Stock must be tendered by the Trustee in a manner determined by the Trustee to be for the exclusive benefit of the Participants and Beneficiaries.

7.2    Application of Dividends.

7.2-1    Stock Dividends. Dividends on Stock which are received by the Trustee in the form of additional Stock shall be retained in the Stock Fund, and shall be allocated among the Participants’ Accounts and the Unallocated Stock Fund in accordance with their holdings of the Stock on which the dividends are paid.

7.2-2 Cash Dividends. The treatment of dividends paid in cash shall be determined after consideration to whether the cash dividends are paid on Stock held in Participants’ Accounts or the Unallocated Stock Fund.

(i)    On Stock in Participants’ Accounts.

(A)    Employer Exercises Discretion. Dividends on Stock credited to Participants’ Accounts which are received by the Trustee in the form of cash shall, at the direction of the Employer paying the dividends, either (I) be credited to the Accounts in accordance with Section 8.4(iii) and invested as part of the Investment Fund, (II) be distributed immediately to the Participants in proportion with the Participants’ Stock Fund Account balance (III) be distributed to the Participants within 90 days of the close of the Plan Year in which paid in proportion with the Participants’ Stock Fund Account balance or (IV) be used to make payments on the Exempt Loan. If dividends on Stock allocated to a Participant’s Account are used to repay the Exempt Loan, Stock with a fair market value at least equal to the dividends so used must be allocated to such Participant’s Account in lieu of the dividends.

 

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(B)    Participant Exercises Discretion over Dividend. In addition, in the sole discretion of the Employer, the Employer may grant Participants the right to elect: (I) to have cash dividends paid on shares of Stock credited to such Participants’ Stock Fund Accounts distributed to the Participant, or (II) to leave the cash dividends allocated to the Participant’s Account in the Plan, to be credited to the Stock Fund Account and invested in shares of Stock. Dividends on which such election may be made will be fully vested in the Participant (even if not otherwise vested, absent the ability to make such election). Accordingly, the Employer may choose to offer this election only to Participants who are fully vested in their Account. In the event the Employer elects to give Participants the right to determine the treatment of such dividends, the Participant’s election shall be made by filing with the Committee the appropriate written direction as provided by the Committee at such time and in accordance with such procedures and limitations which the Committee may from time to time establish; provided, however, that the procedures established by the Committee shall provide a reasonable opportunity to change the election at least annually, may establish a default election if a Participant fails to make an affirmative election within the time established for making elections, may provide that the election is applicable for the Plan Year and cannot be revoked with respect to such Plan Year, shall otherwise be implemented in a manner such that the dividends paid or reinvested will constitute “applicable dividends” which may be deducted under Code Section 404(k), and are in accordance with applicable guidance issued or to be issued by the Secretary of the Treasury. If the Employer elects to give Participants the right to exercise the discretion in this Paragraph 7.2-2(i)(B), the ability to make such election shall be available to the Participant with respect to dividends paid for the entire Plan Year.

(ii)    On Stock in the Unallocated Stock Fund. Dividends received on shares of Stock held in the Unallocated Stock Fund shall be applied to the repayment of principal and interest then due on the Exempt Loan used to acquire such shares. If the amount of dividends exceeds the amount needed to repay such principal and interest (including any prepayments of principal and interest deemed advisable by the Employer), then in the sole discretion of the Committee, the excess shall: (A) be allocated to Active Participants, pro rata, in proportion to the Compensation of each such person that was earned during that portion of the Plan Year that such person participated in the Plan compared to total Compensation of each Active Participant for such year, or (B) be deemed to be general earnings of the Trust Fund and used for paying appropriate Plan or Trust related expenditures for the Plan Year. Notwithstanding the foregoing, dividends paid on a share of Stock may not be used to make payments on a particular Exempt Loan unless the share was acquired with the proceeds of such loan or a refinancing of such loan.

Section 8.    Adjustments to Accounts.

8.1    ESOP Allocations. Amounts available for allocation for a particular Plan Year will be divided into two categories. The first category relates to shares of Stock released from the Unallocated Stock Fund attributable to using cash dividends to make Exempt Loan payments. The second category relates to contributions made by the Employer, shares of Stock released from the Unallocated Stock Fund on the basis of Employer contributions (or on the basis of the complete repayment of the Exempt Loan through the sale or other disposition of Stock in the Unallocated Stock Fund) and amounts forfeited from Stock Fund Accounts pursuant to Section 9.5.

 

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8.1-1    Shares of Stock attributable to the first category will be allocated to the Stock Fund Accounts of eligible Participants as follows:

(i)    first, if dividends paid on shares of Stock held in Participants’ Stock Fund Accounts are used to make payments on an Exempt Loan, there shall be allocated to each such account a number of shares of Stock released from the Unallocated Stock Fund with a fair market value (determined as of the Valuation Date coincident with or immediately preceding the loan payment date) that at least equals the amount of dividends so used,

(ii)    second, if necessary, any remaining shares of Stock shall be applied to reinstate amounts forfeited from Stock Fund Accounts of former employees who are entitled to a reinstatement under Section 9.5, and

(iii)    finally, any remaining shares of Stock shall be allocated as of the last Valuation Date of the Plan Year for which they are allocated in the same manner as described in Section 8.1-2.

8.1-2    Shares of Stock or cash attributable to the second category (i.e., Employer contributions, Stock released from the Unallocated Stock Fund on the basis of Employer contributions, amounts forfeited, and, to the extent applicable, shares of Stock released in accordance with Section 8.1-1(iii)) will be allocated to the Stock Fund Accounts or Investment Fund Accounts, as the case may be, pro rata, in proportion to the Compensation of each Active Participant that was earned by such Participant during the period of the Plan Year in which such person participated in the Plan compared to total Compensation for all Active Participants.

8.1-3    Shares of Stock or cash attributable to contributions made under Section 4.1-2 shall be allocated specifically to the Participants on whose behalf such contributions were made.

8.2    Charges to Accounts. When a Valuation Date occurs, any distributions made to or on behalf of any Participant or Beneficiary since the last preceding Valuation Date shall be charged to the proper Accounts maintained for that Participant or Beneficiary.

8.3    Stock Fund Account. Subject to the provisions of Sections 5 and 8.1, as of the last day of each Plan Year, the Trustee shall credit to each Participant’s Stock Fund Account: (a) the Participant’s allocable share of Stock purchased by the Trustee or contributed by the Employer to the Trust Fund for that year; (b) the Participant’s allocable share of the Stock that is released from the Unallocated Stock Fund for that year; (c) the Participant’s allocable share of any forfeitures of Stock arising under the Plan during that year; and (d) any stock dividends declared and paid during that year on Stock credited to the Participant’s Stock Fund Account.

If, in any Plan Year during which an outstanding Exempt Loan exists, the Employer directs the Trustee to sell or otherwise dispose of a number of shares of Stock in the Unallocated Stock Fund sufficient to repay, in its entirety, the Exempt Loans, and following such repayment, there remains Stock or other assets in the Unallocated Stock Fund, such Stock or other assets shall be allocated as of the last day of the Plan Year in which the repayment occurred as earnings of the Plan to Active Participants, in proportion to the number of shares held in Active Participants’ Stock Fund Accounts.

 

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8.4    Investment Fund Account. Subject to the provisions of Sections 5 and 8.1 as of the last day of each Plan Year, the Trustee shall credit to each Participant’s Investment Fund Account: (i) the Participant’s allocable share of any contribution for that year made by the Employer in cash or in property other than Stock that is not used by the Trustee to purchase Employer Stock or to make payments due under an Exempt Loan; (ii) the Participant’s allocable share of any forfeitures from the Investment Fund Accounts of other Participants arising under the Plan during that year; (iii) any cash dividends paid during that year on Stock credited to the Participant’s Stock Fund Account, other than dividends which are paid directly to the Participant and other than dividends which are used to repay Exempt Loan; and (iv) the share of the net income or loss of the Trust Fund properly allocable to that Participant’s Investment Fund Account, as provided in Section 8.5.

8.5    Adjustment to Value of Trust Fund. As of the last day of each Plan Year, the Trustee shall determine: (i) the net worth of that portion of the Trust Fund which consists of properties other than Stock (the “Investment Fund”); and (ii) the increase or decrease in the net worth of the Investment Fund since the last day of the preceding Plan Year. The net worth of the Investment Fund shall be the fair market value of all properties held by the Trustee under the Trust Agreement other than Stock, net of liabilities other than liabilities to Participants and their beneficiaries. The Trustee shall allocate to the Investment Fund Account of each Participant that percentage of the increase or decrease in the net worth of the Investment Fund equal to the ratio which the balances credited to the Participant’s Investment Fund Account bear to the total amount credited to all Participants’ Investments Fund Accounts. This allocation shall be made after application of Section 7.2, but before application of Sections 8.1, 8.4 and 5.1.

8.6    Participant Statements. Each Plan Year, the Committee shall provide or shall cause to be provided to each Participant a statement of his or her Account balances, and the vested percentage thereof, as of the last day of the Plan Year.

Section 9.    Vesting of Participants Interests.

9.1    Vesting in Accounts. A Participant’s vested interest in his or her Account shall be based on his or her Vesting Years in accordance with the following table, subject to the balance of this Section 9:

 

Vesting
Years

   Percentage of
Interest Vested
1    20%
2    40%
3    60%
4    80%
5 or more    100%

 

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9.2    Computation of Vesting Years. For purposes of this Plan, a “Vesting Year” means generally a Plan Year in which an Eligible Employee has performed at least 1,000 Hours of Service, beginning with the first Plan Year in which the Eligible Employee has completed an Hour of Service with the Employer, and including Service with other Employers as provided in the definition of “Service.” Notwithstanding the above, an Eligible Employee who was employed with the Bank shall receive credit for vesting purposes for up to two (2) years of continuous employment with the Bank, occurring within two (2) years prior to the adoption of the Plan, in which such Eligible Employee completed 1,000 Hours of Service (such years shall also be referred to as “Vesting Years”). However, a Participant’s Vesting Years shall be computed subject to the following conditions and qualifications:

9.2-1    A Participant’s Vesting Years shall not include any Service prior to the date on which an Employee attains age 18.

9.2-2    To the extent applicable, a Participant’s vested interest in his or her Account accumulated before five (5) consecutive one year Breaks in Service shall be determined without regard to any Service after such five consecutive Breaks in Service. Further, if a Participant has five (5) consecutive one year Breaks in Service before his or her interest in his or her Account has become vested to some extent, pre-Break in Service years of Service shall not be required to be taken into account for purposes of determining his or her post-Break in Service vested percentage.

9.2-3    To the extent applicable, in the case of a Participant who has five (5) or more consecutive one year Breaks in Service, the Participant’s pre-Break in Service will count in vesting of the Employer-derived post-Break in Service accrued benefit only if either:

(i)    such Participant has any nonforfeitable interest in the accrued benefit attributable to Employer contributions at the time of severance from employment, or

(ii)    upon returning to Service the number of consecutive one year Breaks in Service is less than the number of years of Service.

9.2-4    Notwithstanding any provision of the Plan to the contrary, calculation of service for determining Vesting Years with respect to qualified military service will be provided in accordance with Section 414(u) of the Code.

9.2-5    To the extent applicable, if any amendment changes the vesting schedule, including an automatic change to or from a top-heavy vesting schedule, any Participant with three (3) or more Vesting Years may, by filing a written request with the Employer, elect to have his or her vested percentage computed under the vesting schedule in effect prior to the amendment. The election period must begin not later than the later of sixty (60) days after the amendment is adopted, the amendment becomes effective, or the Participant is issued written notice of the amendment by the Employer or the Committee.

 

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9.3    Full Vesting Upon Certain Events.

9.3-1    Notwithstanding Section 9.1, a Participant’s interest in his or her Account shall fully vest on the Participant’s Normal Retirement Date. The Participant’s interest shall also fully vest in the event that his or her Service is terminated by Disability or by death. For purposes of this Section 9.3-1, benefits payable in the event of a Participant’s death or Disability while performing qualified military service shall fully vest in accordance with Section 414(u)(9) of the Code.

9.3-2    The Participant’s interest in his or her Account shall also fully vest in the event of a “Change in Control” of the Bank, or the Company. For these purposes “Change in Control” means a change in control shall be deemed to have occurred in the following circumstances:

9.3-2.1    Merger: The Company or the Bank merges into or consolidates with another entity, or merges another Bank or corporation into the Bank or the Company, and as a result, less than a majority of the combined voting power of the resulting corporation immediately after the merger or consolidation is held by persons who were stockholders of the Company or the Bank immediately before the merger or consolidation;

9.3-2.2    Acquisition of Significant Share Ownership: A person or persons acting in concert has or have become the beneficial owner of 25% or more of a class of the Company’s or the Bank’s voting securities; provided, however, this clause shall not apply to beneficial ownership of the Company’s or the Bank’s voting shares held in a fiduciary capacity by an entity of which the Company directly or indirectly beneficially owns 50% or more of its outstanding voting securities;

9.3-2.3    Change in Board Composition: During any period of two consecutive years, individuals who constitute the Company’s or the Bank’s Board of Directors at the beginning of the two-year period cease for any reason to constitute at least a majority of the Company’s or the Bank’s Board of Directors; provided, however, that for purposes of this clause (c), each director who is first elected by the board (or first nominated by the board for election by the stockholders or corporators) by a vote of at least two-thirds (2/3) of the directors who were directors at the beginning of the two-year period shall be deemed to have also been a director at the beginning of such period; or

9.3-2.4    Sale of Assets: The Company or the Bank sells to a third party all or substantially all of its assets.

9.3-2.5    Notwithstanding anything herein to the contrary, a Change in Control shall not be deemed to have occurred in connection with the Bank’s mutual holding company reorganization and/or minority offering. Similarly, a Change in Control shall not be deemed to have occurred in the event of a second-step conversion of 1895 Bancorp of Wisconsin, MHC, to a stock holding company with a contemporaneous stock offering.

 

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9.4    Full Vesting Upon Plan Termination. Notwithstanding Section 9.1, a Participant’s interest in his or her Account shall fully vest upon termination of this Plan or upon the permanent and complete discontinuance of contributions by his or her Employer. In the event of a partial termination, the interest of each affected Participant shall fully vest with respect to that part of the Plan which is terminated. A partial termination of the Plan shall be determined by the Internal Revenue Service Commissioner based on the facts and circumstances of the particular case in accordance with Code Section 411(d)(3) and the corresponding Treasury Regulations issued thereunder.

9.5    Forfeiture, Repayment, and Restoral. If a Participant’s Service terminates before his or her interest in his or her Account is fully vested, that portion which has not vested shall be forfeited after five consecutive one-year Breaks in Service. If a Participant’s Service terminates prior to having any portion of his or her Account become vested, such Participant shall be deemed to have received a distribution of his or her vested interest immediately upon his or her termination of Service.

If a Participant receives a distribution of his or her vested Account balance, the nonvested portion of his or her Account will be forfeited. If such a Participant returns to Service prior to incurring five (5) consecutive one-year Breaks in Service and repays the amount distributed to the Plan, the nonvested portion of his or her vested Account balance shall be restored.    The Participant may repay such amount at any time within five years after he has returned to Service. The amount repaid shall be credited to his or her Account at the time it is repaid; an additional amount equal to that portion of his or her Account which was previously forfeited shall be restored to his or her Account at the same time from other Employees’ forfeitures and, if such forfeitures are insufficient, then from amounts allocated in accordance with Section 8.1-1(ii), and if insufficient, then from a special contribution by his or her Employer for that year. A Participant who was deemed to have received a distribution of his or her vested interest in the Plan (because the Participant was not vested in any portion of his Account at the time of separation from employment) shall have his or her Account restored as of the first day on which he performs an Hour of Service after his or her return.

For purposes of this Section and Section 5.1 of the Plan, if a portion of a Participant’s Account is forfeited, Stock allocated from an Exempt Loan will be forfeited only after other assets. If interests in more than one class of Stock have been allocated to a Participant’s Account, the Participant must be treated as forfeiting the same proportion of each such class.

9.6    Accounting for Forfeitures. If a portion of a Participant’s Account is forfeited, Stock allocated to said Participant’s Account shall be forfeited only after other assets are forfeited. If interests in more than one class of Stock have been allocated to a Participant’s Account, the Participant must be treated as forfeiting the same proportion of each class of Stock. A forfeiture shall be charged to the Participant’s Account as of the first day of the first Valuation Period in which the forfeiture becomes certain pursuant to Section 9.5. Except as otherwise provided in that Section, a forfeiture shall be added to the contributions of the terminated Participant’s Employer which are to be credited to other Participants pursuant to Section 4.1 as of the last day of the Plan Year in which the forfeiture becomes certain. Notwithstanding anything in the Plan to the contrary, a separate sub-account shall be established within the Participant’s Account in the event the Participant “receives” or “has” a benefit under the Plan that is less than fully vested. For purposes of computing the balance of such separate sub-account with respect to which the vesting percentage can increase and from which distributions are made, at any relevant time, the Participant’s vested portion of such separate sub-account shall not be less than an amount (“X”) determined by the formula: X = P(AB + D) – D in accordance with Treasury Regulation 1.411(a)-7(d)(5)(iii)(B), where “P” is the vesting percentage at the relevant time; “AB” is the account balance at the relevant time; “D” is the amount of the distribution; and the relevant time is the time at which, under the Plan, the vesting percentage of the amount cannot increase.

 

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9.7    Vesting and Nonforfeitability. A Participant’s interest in his or her Account which has become vested shall be nonforfeitable for any reason.

Section 10.    Payment of Benefits.

10.1    Benefits for Participants. For a Participant whose Service ends for any reason, distribution will be made to or for the benefit of the Participant or, in the case of the Participant’s death, his or her Beneficiary, by payment in a lump sum or annual installments not exceeding five (5) years as elected by the Participant, in accordance with Section 10.2. Prior to any such distribution, any Participant entitled to a distribution will receive a form upon which the Participant can elect the manner of such distribution (e.g., whether to receive the distribution directly or transfer such distribution to an individual retirement account or other tax-qualified plan), a special tax notice regarding the consequences of such distribution, and, if applicable, that the Participant has the right not to consent to a distribution at such time.

If a Participant so desires, he may direct how his or her benefits are to be paid to his or her Beneficiary. Notice to the Participant with regard to having the right to elect the manner in which his or her vested Account balance will be distributed to him may be given up to 180 days before the first day of the first period for which an amount is payable. If a deceased Participant did not file a direction with the Committee, the Participant’s benefits shall be distributed to his or her Beneficiary in a lump sum. Notwithstanding any provision to the contrary, if the value of a Participant’s vested Account balance at the time of any distribution does not exceed $1,000, then such Participant’s vested Account shall be distributed, without regard to whether the Participant consents, in a lump sum within 60 days after the end of the Plan Year in which employment terminates. If the value of a Participant’s vested Account balance is in excess of $5,000, then his or her benefits shall not be paid prior to his or her Normal Retirement Date unless he elects an early payment date in a written election filed with the Committee. A Participant may modify such an election at any time, provided any new benefit payment date is at least 30 days after a modified election is delivered to the Committee. The Committee shall provide the Participant with written notice designed to comply with the requirements of Code Section 411(a)(11), and shall provide the Participant with a general description of the material features of the optional forms of benefits under the Plan and the right to defer receipt of any distribution under the Plan. Such notice shall be provided no less than 30 days and no more than 180 days before the date a distribution under the Plan commences. Notwithstanding the foregoing, failure of a Participant to consent to a distribution prior his or her Normal Retirement Date shall be deemed to be an election to defer commencement of payment of any benefit under this section. Notwithstanding the foregoing, unless a Participant elects to receive a distribution, the Committee shall transfer accounts of $1,000 or more, but not exceeding $5,000, in a direct rollover to an individual retirement plan designated by the Committee in accordance with Code Section 401(a)(31)(B) and the regulations promulgated thereunder. All distributions of $5,000 or less that are made pursuant to this Section without the Participant’s consent shall be made in cash.

 

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10.2    Time for Distribution.

10.2-1    If the Participant and, if applicable, with the consent of the Participant’s spouse, elects the distribution of the Participant’s Account balance in the Plan, distribution shall commence as soon as practicable following the Participant’s termination of Service, but no later than one year after the close of the Plan Year in which the Participant severs employment by reason of attainment of Normal Retirement Age under the Plan, Disability, or death, or which is the fifth Plan Year following the Plan Year in which the Participant otherwise severs employment, except that this clause shall not apply if the Participant is reemployed by the Employer before distribution is required to begin.

10.2-2    Unless the Participant elects otherwise, the distribution of the balance of a Participant’s Account shall commence not later than the 60th day after the latest of the close of the Plan Year in which -

(i)    the Participant attains the age of 65 and has five years of Service with the Employer;

(ii)     occurs the tenth anniversary of the year in which the Participant commenced participation in the Plan; or

(iii)    the Participant terminates his or her Service with the Employer.

10.2-3    Notwithstanding anything to the contrary, (1) with respect to a 5-percent owner (as defined in Code Section 416), distribution of a Participant’s Account shall commence (whether or not he remains in the employ of the Employer) not later than the April 1 of the calendar year next following the calendar year in which the Participant attains age 70 12, and (2) with respect to all other Participants, payment of a Participant’s benefit will commence not later than April 1 of the calendar year following the calendar year in which the Participant attains age 70 12, or, if later, the year in which the Participant retires. A Participant’s benefit from that portion of the Participant’s Account committed to the Investment Fund shall be calculated on the basis of the most recent Valuation Date before the date of payment.

10.2-4    Distribution of a Participant’s Account balance after his or her death shall comply with the following requirements:

(i)    If a Participant dies before his or her distributions have commenced, distribution of his or her Account to his or her Beneficiary shall commence not later than one year after the end of the Plan Year in which the Participant died; however, if the Participant’s Beneficiary is his or her surviving Spouse, distributions may commence on the date on which the Participant would have attained age 70 12. In either case, distributions shall be completed within five years after they commence.

 

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(ii)    If the Participant dies after distribution has commenced pursuant to Section 10.1 but before his or her entire interest in the Plan has been distributed to him, then the remaining portion of that interest shall, in accordance with Section 401(a)(9) of the Code, be distributed at least as rapidly as under the method of distribution being used under Section 10.1 at the date of his or her death.

(iii)    If a married Participant dies before his or her benefit payments begin, then the Committee shall cause the balance in his or her Account to be paid to his or her Beneficiary, provided, however, that no election by a married Participant of a different Beneficiary than his or her surviving Spouse shall be valid unless the election is accompanied by the Spouse’s written consent, which (A) must acknowledge the effect of the election, (B) must explicitly provide either that the designated Beneficiary may not subsequently be changed by the Participant without the Spouse’s further consent, or that it may be changed without such consent, and (C) must be witnessed by the Committee, its representative, or a notary public. This requirement shall not apply if the Participant establishes to the Committee’s satisfaction that the Spouse may not be located.

10.2-5     If a Participant or any other distributee’s distribution is rolled over to another eligible retirement plan following the Participant’s required beginning date (as determined in accordance with Section 10.2-3), only the amount that exceeds the required minimum distribution amount for the Plan Year (as determined in accordance with Code Section 401(a)(9)) in which the rollover is completed is treated as an eligible rollover distribution for purposes of Section 10.9.

10.2-6    All distributions under this section shall be determined and made in accordance with Code Section 401(a)(9) and final Treasury Regulations Sections 1.401(a)(9)-1 through 1.401(a)(9)-9, including the minimum distribution incidental benefit requirements of Code Section 401(a)(9)(G). These provisions override any distribution options in the Plan inconsistent with Code Section 401(a)(9).

10.3    Marital Status. The Committee, the Plan, the Trustee, and the Employers shall be fully protected and discharged from any liability to the extent of any benefit payments made as a result of the Committee’s good faith and reasonable reliance upon information obtained from a Participant and his or her Employer as to his or her marital status.

10.4    Delay in Benefit Determination. If the Committee is unable to determine the benefits payable to a Participant or Beneficiary on or before the latest date prescribed for payment pursuant to Section 10.1 or 10.2, the benefits shall in any event be paid within 60 days after they can first be determined, with whatever makeup payments may be appropriate in view of the delay.

10.5    Accounting for Benefit Payments. Any benefit payment shall be charged to the Participant’s Account as of the first day of the Valuation Period in which the payment is made.

 

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10.6    Options to Receive Stock. Unless ownership of virtually all Stock is restricted to active Employees and qualified retirement plans for the benefit of Employees pursuant to the certificates of incorporation or by-laws of the Employers issuing Stock, a terminated Participant or the Beneficiary of a deceased Participant may instruct the Committee to distribute the Participant’s entire vested interest in his or her Account in the form of Stock. In that event, the Committee shall apply the Participant’s vested interest in the Investment Fund to purchase sufficient Stock from the Stock Fund or from any owner of Stock to make the required distribution. In all other cases, other than as specifically set forth in Section 10.1, the Participant’s vested interest in the Stock Fund shall be distributed in shares of Stock, and his or her vested interest in the Investment Fund shall be distributed in cash. If Stock acquired with the proceeds of an Exempt Loan available for distribution consist of more than one class of Stock, the Participant (or Beneficiary, if applicable) must receive substantially the same proportion of each such class.

Any Participant who receives Stock pursuant to Section 10.1, and any person who has received Stock from the Plan or from such a Participant by reason of the Participant’s death or incompetency, by reason of divorce or separation from the Participant, or by reason of a rollover contribution described in Section 402(a)(5) of the Code, shall have the right to require the Employer which issued the Stock to purchase the Stock for its current fair market value (hereinafter referred to as the “put right”). The put right shall be exercisable by written notice to the Committee during the first 60 days after the Stock is distributed by the Plan, and, if not exercised in that period, during the first 60 days in the following Plan Year after the Committee has communicated to the Participant its determination as to the Stock’s current fair market value. However, the put right shall not apply to the extent that the Stock, at the time the put right would otherwise be exercisable, is Readily Tradable on an Established Securities Market. Similarly, the put option shall not apply with respect to the portion of a Participant’s Account which the Employee elected to have reinvested under Code Section 401(a)(28)(B). If the put right is exercised, the Trustee may, if so directed by the Committee in its sole discretion, assume the Employer’s rights and obligations with respect to purchasing the Stock. Notwithstanding anything herein to the contrary, in the case of a plan established by a Bank (as defined in Code Section 581), the put option shall not apply if prohibited by a federal or state law and Participants are entitled to elect their benefits be distributed in cash.”

The Employer or the Trustee, as the case may be, may elect to pay for the Stock in equal periodic installments, not less frequently than annually, over a period beginning not later than 30 days after the exercise of the put right and not exceeding five years, with adequate security and interest at a reasonable rate on the unpaid balance, all such terms to be set forth in a promissory note delivered to the seller with normal terms as to acceleration upon any uncured default.

Nothing contained herein shall be deemed to obligate any Employer to register any Stock under any federal or state securities law or to create or maintain a public market to facilitate the transfer or disposition of any Stock. The put right described herein may only be exercised by a person described in the second preceding paragraph, and may not be transferred with any Stock to any other person. As to all Stock purchased by the Plan in exchange for any Exempt Loan, the put right shall be nonterminable. The put right for Stock acquired through an Exempt Loan shall continue with respect to such Stock after the Exempt Loan is repaid or the Plan ceases to be an employee stock ownership plan. Notwithstanding anything in the Plan to the contrary, if securities acquired with the proceeds of an Exempt Loan available for distribution consist of more than one class, a distributee must receive substantially the same proportion of each such class, in accordance with Treasury Regulations Section 54.4975-11(f)(2).

 

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10.7    Restrictions on Disposition of Stock. Except in the case of Stock which is Readily Tradable on an Established Securities Market, a Participant who receives Stock pursuant to Section 10.1, and any person who has received Stock from the Plan or from such a Participant by reason of the Participant’s death or incompetence, by reason of divorce or separation from the Participant, or by reason of a rollover contribution described in Section 402(a)(5) of the Code, shall, prior to any sale or other transfer of the Stock to any other person, first offer the Stock to the issuing Employer and to the Plan at the greater of (i) its current fair market value, or (ii) the purchase price offered in good faith by an independent third party purchaser. This restriction shall apply to any transfer, whether voluntary, involuntary, or by operation of law, and whether for consideration or gratuitous. Either the Employer or the Trustee may accept the offer within 14 days after it is delivered. Any Stock distributed by the Plan shall bear a conspicuous legend describing the right of first refusal under this Section 10.7, as well as any other restrictions upon the transfer of the Stock imposed by federal and state securities laws and regulations.

10.8    Continuing Loan Provisions; Creations of Protections and Rights. Except as otherwise provided in Sections 10.6 and 10.7 and this Section, no shares of Employer Stock held or distributed by the Trustee may be subject to a put, call or other option, or buy-sell arrangement. The provisions of this Section shall continue to be applicable to such Stock even if the Plan ceases to be an employee stock ownership plan under Section 4975(e)(7) of the Code.

10.9    Direct Rollover of Eligible Distribution. A Participant or distributee may elect, at the time and in the manner prescribed by the Trustee or the Committee, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the Participant or distributee in a direct rollover. However, a distributee who is a designated beneficiary of the Participant but who is not the surviving Spouse of the Participant may only elect to have any portion of the eligible rollover distribution paid directly to an eligible retirement plan that is an individual retirement account described in Section 408(a) of the Code or an individual retirement annuity described in Section 408(b) of the Code (other than an endowment contract) in accordance with Section 402(c)(11).

10.9-1    An “eligible rollover” is any distribution that does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the Participant and the Participant’s Beneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is required under Code Section 401(a)(9); any hardship distribution described in Section 401(k)(2)(B)(i)(IV) of the Code; and the portion of any distribution that is not included in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities). Notwithstanding the foregoing, an “eligible rollover” shall include a distribution that is made to a “distributee” as defined under Section 10.9-4.

 

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10.9-2    An “eligible retirement plan” is an individual retirement account described in Code Section 408(a), an individual retirement annuity described in Code Section 408(b), a deemed individual retirement account described in Code Section 408(q), an annuity plan described in Code Section 403(a), a Roth individual retirement account in accordance with Code Section 408A(e), or a qualified trust described in Code Section 401(a), that accepts the distributee’s eligible rollover distribution. An eligible retirement plan shall also include an annuity contract described in Section 403(b) of the Code and an eligible plan under Section 457(b) of the Code which is maintained by a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan.

10.9-3    A “direct rollover” is a payment by the Plan to the eligible retirement plan specified by the distributee.

10.9-4    The term “distributee” shall refer to a deceased Participant’s Spouse or a Participant’s former Spouse who is the alternate payee under a qualified domestic relations order, as defined in Code Section 414(p), and shall include non-Spouse Beneficiaries pursuant to Code Section 402(c)(11).

10.9-5    The Committee shall provide Participants or other distributes of eligible rollover distributions with a written notice designed to comply with the requirements of Code Section 402(f). Such notice shall be provided within a reasonable period of time before making an eligible rollover distribution. Such notice may be provided up to 180 days before the first day of the first period for which an amount is payable.

10.10    Waiver of 30-Day Period After Notice of Distribution. If a distribution is one to which Sections 402(f) and 411(a)(11) of the Code apply, such distribution may commence less than 30 days after the notice required under Section 1.402(f)-1 or 1.411(a)-11(c) of the Treasury Regulations is given, provided that:

(i)    the Trustee or Committee, as applicable, clearly informs the Participant that the Participant has a right to a period of at least 30 days after receiving the notice to consider the decision of whether or not to elect to make a tax-free rollover or receive a taxable distribution (and, if applicable, a particular form of distribution), and

(ii)    the Participant, after receiving the notice, affirmatively elects to make a tax-free rollover or receive a taxable distribution.

Section 11.    Rules Governing Benefit Claims and Review of Appeals.

11.1    Claim for Benefits. Any Participant or Beneficiary who qualifies for the payment of benefits shall file a claim for his or her benefits with the Committee on a form provided by the Committee. The claim, including any election of an alternative benefit form, shall be filed at least 30 days before the date on which the benefits are to begin. If a Participant or Beneficiary fails to file a claim by the day before the date on which benefits become payable, he shall be presumed to have filed a claim for payment for the Participant’s benefits in the standard form prescribed by Sections 10.1 or 10.2.

 

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11.2    Notification by Committee. Within 90 days after receiving a claim for benefits (or within 180 days, if special circumstances require an extension of time and written notice of the extension is given to the Participant or Beneficiary within 90 days after receiving the claim for benefits), the Committee shall notify the Participant or Beneficiary whether the claim has been approved or denied. If the Committee denies a claim in any respect, the Committee shall set forth in a written notice to the Participant or Beneficiary:

(i)    each specific reason for the denial;

(ii)    specific references to the pertinent Plan provisions on which the denial is based;

(iii) a description of any additional material or information which could be submitted by the Participant or Beneficiary to support his or her claim, with an explanation of the relevance of such information; and

(iv)    an explanation of the claims review procedures set forth in Section 11.3.

11.3    Claims Review Procedure. Within 60 days after a Participant or Beneficiary receives notice from the Committee that his or her claim for benefits has been denied in any respect, he may file with the Committee a written notice of appeal setting forth his or her reasons for disputing the Committee’s determination. In connection with his or her appeal the Participant or Beneficiary or his or her representative may inspect or purchase copies of pertinent documents and records to the extent not inconsistent with other Participants’ and Beneficiaries’ rights of privacy. Within 60 days after receiving a notice of appeal from a prior determination (or within 120 days, if special circumstances require an extension of time and written notice of the extension is given to the Participant or Beneficiary and his or her representative within 60 days after receiving the notice of appeal), the Committee shall furnish to the Participant or Beneficiary and his or her representative, if any, a written statement of the Committee’s final decision with respect to his or her claim, including the reasons for such decision and the particular Plan provisions upon which it is based.

Section 12.    The Committee and its Functions.

12.1    Authority of Committee. The Committee shall be the “plan administrator” within the meaning of ERISA and shall have exclusive responsibility and authority to control and manage the operation and administration of the Plan, including the interpretation and application of its provisions, except to the extent such responsibility and authority are otherwise specifically (i) allocated to the Bank, the Employers, or the Trustee under the Plan and Trust Agreement, (ii) delegated in writing to other persons by the Bank, the Employers, the Committee, or the Trustee, or (iii) allocated to other parties by operation of law. The Committee shall have exclusive responsibility regarding decisions concerning the payment of benefits under the Plan. The Committee shall have no investment responsibility with respect to the Investment Fund except to the extent, if any, specifically provided in the Trust Agreement. In the discharge of its duties, the Committee may employ accountants, actuaries, legal counsel, and other agents (who also may be employed by an Employer or the Trustee in the same or some other capacity) and may pay their reasonable expenses and compensation.

 

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12.2    Identity of Committee. The Committee shall consist of two or more individuals selected by the Bank. Any individual, including a director, trustee, shareholder, officer, or Employee of an Employer, shall be eligible to serve as a member of the Committee. The Bank shall have the power to remove any individual serving on the Committee at any time without cause upon 10 days written notice, and any individual may resign from the Committee at any time upon 10 days written notice to the Bank. The Bank shall notify the Trustee of any change in membership of the Committee.

12.3    Duties of Committee. The Committee shall keep whatever records may be necessary to implement the Plan and shall furnish whatever reports may be required from time to time by the Bank. The Committee shall furnish to the Trustee whatever information may be necessary to properly administer the Trust. The Committee shall see to the filing with the appropriate government agencies of all reports and returns required of the Plan under ERISA and other laws.

Further, the Committee shall have exclusive responsibility and authority with respect to the Plan’s holdings of Stock and shall direct the Trustee in all respects regarding the purchase, retention, sale, exchange, and pledge of Stock and the creation and satisfaction of Exempt Loans. The Committee shall at all times act consistently with the Bank’s long-term intention that the Plan, as an employee stock ownership plan, be invested primarily in Stock. In determining the proper extent of the Trust’s investment in Stock, the Committee shall be authorized to employ investment counsel, legal counsel, appraisers, and other agents and to pay their reasonable expenses and compensation.

12.4    Valuation of Stock. If the valuation of any Stock is not Readily Tradable on an Established Securities Market, the valuation of such Stock shall be determined by an independent appraiser. For purposes of the preceding sentence, the term “independent appraiser” means any appraiser meeting requirements similar to the requirements of the regulations prescribed under Section 170(a)(1) of the Code. The Valuation Date for all Plan transactions, including transactions between the Plan and a disqualified person, shall be the date of the transaction, in accordance with Treasury Regulations Section 54.4975-11(d)(5).

12.5    Compliance with ERISA. The Committee shall perform all acts necessary to comply with ERISA. Each individual member or employee of the Committee shall discharge his or her duties in good faith and in accordance with the applicable requirements of ERISA.

12.6    Action by Committee. All actions of the Committee shall be governed by the affirmative vote of a number of members which is a majority of the total number of members currently appointed, including vacancies.

12.7    Execution of Documents. Any instrument executed by the Committee shall be signed by any member or employee of the Committee.

12.8    Adoption of Rules. The Committee shall adopt such rules and regulations of uniform applicability as it deems necessary or appropriate for the proper administration and interpretation of the Plan.

 

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12.9    Responsibilities to Participants. The Committee shall determine which Employees qualify to enter the Plan. The Committee shall furnish to each Eligible Employee whatever summary plan descriptions, summary annual reports, and other notices and information may be required under ERISA. The Committee also shall determine when a Participant or his or her Beneficiary qualifies for the payment of benefits under the Plan. The Committee shall furnish to each such Participant or Beneficiary whatever information is required under ERISA (or is otherwise appropriate) to enable the Participant or Beneficiary to make whatever elections may be available pursuant to Sections 6 and 10, and the Committee shall provide for the payment of benefits in the proper form and amount from the assets of the Trust Fund. The Committee may decide in its sole discretion to permit modifications of elections and to defer or accelerate benefits to the extent such decision is consistent with applicable law and made in a non-discriminatory manner and in the best interests of all Participants and Beneficiaries.

12.10    Alternative Payees in Event of Incapacity. If the Committee finds at any time that an individual qualifying for benefits under this Plan is a minor or is incompetent, the Committee may direct the benefits to be paid, in the case of a minor, to his or her parents, his or her legal guardian, or a custodian for him under the Uniform Gifts to Minors Act, or, in the case of an incompetent, to his or her spouse, or his or her legal guardian, the payments to be used for the individual’s benefit. The Committee and the Trustee shall not be obligated to inquire as to the actual use of the funds by the person receiving them under this Section 12.10, and any such payment shall completely discharge the obligations of the Plan, the Trustee, the Committee, and the Employers to the extent of the payment.

12.11    Indemnification by Employers. Except as separately agreed in writing, the Committee, and any member or employee of the Committee, shall be indemnified and held harmless by the Employer, jointly and severally, to the fullest extent permitted by ERISA, and subject to and conditioned upon compliance with 12 C.F.R. Section 545.121, to the extent applicable, against any and all costs, damages, expenses, and liabilities reasonably incurred by or imposed upon it or him in connection with any claim made against it or him or in which it or he may be involved by reason of its or his or her being, or having been, the Committee, or a member or employee of the Committee, to the extent such amounts are not paid by insurance.

12.12    Nonparticipation by Interested Member. Any member of the Committee who also is a Participant in the Plan shall take no part in any determination specifically relating to his or her own participation or benefits, unless his or her abstention would leave the Committee incapable of acting on the matter.

Section 13.    Adoption, Amendment, or Termination of the Plan.

13.1    Adoption of Plan by Other Employers. With the consent of the Bank, any entity may become a participating Employer under the Plan by (i) taking such action as shall be necessary to adopt the Plan, (ii) becoming a party to the Trust Agreement establishing the Trust Fund, and (iii) executing and delivering such instruments and taking such other action as may be necessary or desirable to put the Plan into effect with respect to the entity’s Employees.

 

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13.2    Plan Adoption Subject to Qualification. Notwithstanding any other provision of the Plan, the adoption of the Plan and the execution of the Trust Agreement are conditioned upon their being determined initially by the Internal Revenue Service to meet the qualification requirements of Section 401(a) of the Code, so that the Employers may deduct currently for federal income tax purposes their contributions to the Trust and so that the Participants may exclude the contributions from their gross income and recognize income only when they receive benefits. In the event that this Plan is held by the Internal Revenue Service not to qualify initially under Section 401(a), the Plan may be amended retroactively to the earliest date permitted by U.S. Treasury Regulations in order to secure qualification under Section 401(a). If this Plan is held by the Internal Revenue Service not to qualify initially under Section 401(a) either as originally adopted or as amended, each Employer’s contributions to the Trust under this Plan (including any earnings thereon) shall be returned to it and this Plan shall be terminated. In the event that this Plan is amended after its initial qualification and the Plan as amended is held by the Internal Revenue Service not to qualify under Section 401(a), the amendment may be modified retroactively to the earliest date permitted by U.S. Treasury Regulations in order to secure approval of the amendment under Section 401(a). In addition, reversions of Employer contributions (including earnings or losses attributable thereto) are permitted within one year after the applicable determination date, if the reversion is due to a good faith mistake of fact.

13.3    Right to Amend or Terminate. The Bank intends to continue this Plan as a permanent program. However, each participating Employer separately reserves the right to suspend, supersede, or terminate the Plan at any time and for any reason, as it applies to that Employer’s Employees, and the Bank reserves the right to amend, suspend, supersede, merge, consolidate, or terminate the Plan at any time and for any reason, as it applies to the Employees of each Employer. No amendment, suspension, supersession, merger, consolidation, or termination of the Plan shall (i) reduce any Participant’s or Beneficiary’s proportionate interest in the Trust Fund, (ii) reduce or restrict, either directly or indirectly, the benefit provided any Participant prior to the amendment, or (iii) divert any portion of the Trust Fund to purposes other than the exclusive benefit of the Participants and their Beneficiaries prior to the satisfaction of all liabilities under the Plan. Moreover, there shall not be any transfer of assets to a successor plan or merger or consolidation with another plan unless, in the event of the termination of the successor plan or the surviving plan immediately following such transfer, merger, or consolidation, each participant or beneficiary would be entitled to a benefit equal to or greater than the benefit he would have been entitled to if the plan in which he was previously a participant or beneficiary had terminated immediately prior to such transfer, merger, or consolidation. Following a termination of this Plan by the Bank, the Trustee shall continue to administer the Trust and pay benefits in accordance with the Plan as amended from time to time and the Committee’s instructions.

Section 14.    Miscellaneous Provisions.

14.1    Plan Creates No Employment Rights. Nothing in this Plan shall be interpreted as giving any Employee the right to be retained as an Employee by an Employer, or as limiting or affecting the rights of an Employer to control its Employees or to terminate the Service of any Employee at any time and for any reason, subject to any applicable employment or collective bargaining agreements.

 

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14.2    Nonassignability of Benefits. No assignment, pledge, or other anticipation of benefits from the Plan will be permitted or recognized by the Employer, the Committee, or the Trustee. Moreover, benefits from the Plan shall not be subject to attachment, garnishment, or other legal process for debts or liabilities of any Participant or Beneficiary, to the extent permitted by law. This prohibition on assignment or alienation shall apply to any judgment, decree, or order (including approval of a property settlement agreement) which relates to the provision of child support, alimony, or property rights to a present or former spouse, child or other dependent of a Participant pursuant to a state domestic relations or community property law, unless the judgment, decree, or order is determined by the Committee to be a qualified domestic relations order within the meaning of Section 414(p) of the Code, as more fully set forth in Section 14.12 hereof.

14.3    Limit of Employer Liability. The liability of the Employer with respect to Participants under this Plan shall be limited to making contributions to the Trust from time to time, in accordance with Section 4.

14.4    Treatment of Expenses. All expenses incurred by the Committee and the Trustee in connection with administering this Plan and Trust Fund shall be paid by the Trustee from the Trust Fund to the extent the expenses have not been paid or assumed by the Employer or by the Trustee. The Committee may determine that, and shall inform the Trustee when, reasonable expenses may be charged directly to the Account or Accounts of a Participant or group of Participants to whom or for whose benefit such expenses are allocable, subject to the guidelines set forth in Field Assistance Bulletin 2003-03, to the extent not superseded, or any successor directive issued by the Department of Labor.

14.5    Number and Gender. Any use of the singular shall be interpreted to include the plural, and the plural the singular. Any use of the masculine, feminine, or neuter shall be interpreted to include the masculine, feminine, or neuter, as the context shall require.

14.6    Nondiversion of Assets. Except as provided in Sections 5.2 and 14.12, under no circumstances shall any portion of the Trust Fund be diverted to or used for any purpose other than the exclusive benefit of the Participants and their Beneficiaries prior to the satisfaction of all liabilities under the Plan.

14.7    Separability of Provisions. If any provision of this Plan is held to be invalid or unenforceable, the other provisions of the Plan shall not be affected but shall be applied as if the invalid or unenforceable provision had not been included in the Plan.

14.8    Service of Process. The agent for the service of process upon the Plan shall be the president of the Bank, or such other person as may be designated from time to time by the Bank.

14.9    Governing State Law. This Plan shall be interpreted in accordance with the laws of the State of Wisconsin, except to the superseded by federal law.

 

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14.10    Employer Contributions Conditioned on Deductibility. Employer Contributions to the Plan are conditioned on deductibility under Code Section 404. In the event that the Internal Revenue Service shall determine that all or any portion of an Employer Contribution is not deductible under that Section, the nondeductible portion shall be returned to the Employer within one year of the disallowance of the deduction. In addition, reversions of Employer contributions (including earnings or losses attributable thereto) are permitted within one year after the applicable determination date, if the reversion is due to a good faith mistake of fact. The maximum amount that may be returned to the Employer in the case of a mistake of fact or the disallowance of a deduction is the excess of (1) the amount contributed, over, as relevant, (2) (A) the amount that would have been contributed had no mistake of fact occurred, or (B) the amount that would have been contributed had the contribution been limited to the amount that is deductible after any disallowance by the Internal Revenue Service.

14.11    Unclaimed Accounts. Neither the Employer nor the Trustees shall be under any obligation to search for, or ascertain the whereabouts of, any Participant or Beneficiary. The Employer or the Trustees, by certified or registered mail addressed to his or her last known address of record with the Employer, shall notify any Participant or Beneficiary that he is entitled to a distribution under this Plan, and the notice shall quote the provisions of this Section. If the Participant or Beneficiary fails to claim his or her benefits or make his or her whereabouts known in writing to the Employer or the Trustees within seven (7) calendar years after the date of notification, the benefits of the Participant or Beneficiary under the Plan will be disposed of as follows:

(i) If the whereabouts of the Participant is unknown but the whereabouts of the Participant’s Beneficiary is known to the Trustees, distribution will be made to the Beneficiary.

(ii) If the whereabouts of the Participant and his or her Beneficiary are unknown to the Trustees, the Plan will forfeit the benefit, provided that the benefit is subject to a claim for reinstatement if the Participant or Beneficiary make a claim for the forfeited benefit.

Any payment made pursuant to the power herein conferred upon the Trustees shall operate as a complete discharge of all obligations of the Trustees, to the extent of the distributions so made.

14.12    Qualified Domestic Relations Order. Section 14.2 shall not apply to a “qualified domestic relations order” defined in Code Section 414(p), and such other domestic relations orders permitted to be so treated under the provisions of the Retirement Equity Act of 1984. Further, to the extent provided under a “qualified domestic relations order,” a former Spouse of a Participant shall be treated as the Spouse or surviving Spouse for all purposes under the Plan.

In the case of any domestic relations order received by the Plan:

(i)    The Employer or the Committee shall promptly notify the Participant and any other alternate payee of the receipt of such order and the Plan’s procedures for determining the qualified status of domestic relations orders, and

(ii)    Within a reasonable period after receipt of such order, the Employer or the Committee shall determine whether such order is a qualified domestic relations order and notify the Participant and each alternate payee of such determination. The Employer or the Committee shall establish reasonable procedures to determine the qualified status of domestic relations orders and to administer distributions under such qualified orders.

 

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During any period in which the issue of whether a domestic relations order is a qualified domestic relations order is being determined (by the Employer or Committee, by a court of competent jurisdiction, or otherwise), the Employer or the Committee shall segregate in a separate account in the Plan or in an escrow account the amounts which would have been payable to the alternate payee during such period if the order had been determined to be a qualified domestic relations order. If within eighteen (18) months the order (or modification thereof) is determined to be a qualified domestic relations order, the Employer or the Committee shall pay the segregated amounts (plus any interest thereon) to the person or persons entitled thereto. If within eighteen (18) months it is determined that the order is not a qualified domestic relations order, or the issue as to whether such order is a qualified domestic relations order is not resolved, then the Employer or the Committee shall pay the segregated amounts (plus any interest thereon) to the person or persons who would have been entitled to such amounts if there had been no order. Any determination that an order is a qualified domestic relations order which is made after the close of the eighteen (18) month period shall be applied prospectively only. The term “alternate payee” means any Spouse, former Spouse, child or other dependent of a Participant who is recognized by a domestic relations order as having a right to receive all, or a portion of, the benefit payable under a Plan with respect to such Participant.

14.13    Use of Electronic Media to Provide Notices and Make Participant Elections. Pursuant to Treasury Regulations Section 1.401(a)-21, the Plan may elect to use electronic media to provide notices required to be provided to Participants under the Plan and will accept elections from Participants communicated to the Plan using such electronic media.

14.14    Acquisition of Securities. Notwithstanding any other provision of the Plan to the contrary, at no time shall the Plan be obligated to acquire securities from a particular security holder at an indefinite time determined upon the happening of an event such as the death of the security holder, pursuant to Treasury Regulations Section 54.4975-11(a)(7)(i).

14.15    Additional Benefits under Code Section 401(a)(37). Notwithstanding any provisions of the Plan to the contrary, pursuant to Code Section 401(a)(37), in the case of a Participant who dies while performing qualified military service (as defined in Code Section 414(u)), the survivors of the Participant are entitled to any additional benefits (other than benefit accruals relating to the period of qualified military service) provided under the Plan had the Participant resumed and then terminated employment on account of death. The Plan currently does not provide any such additional benefits, but if the Plan were to provide such additional benefits, then such survivors would be entitled to receive such benefits.

Section 15.    Top-Heavy Provisions.

15.1    Top-Heavy Plan. This Plan is top-heavy if any of the following conditions exist:

(i)    If the top-heavy ratio for this Plan exceeds sixty percent (60%) and this Plan is not part of any required aggregation group or permissive aggregation group;

 

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(ii)    If this Plan is a part of a required aggregation group (but is not part of a permissive aggregation group) and the aggregate top-heavy ratio for the group of Plans exceeds sixty percent (60%); or

(iii)    If this Plan is a part of a required aggregation group and part of a permissive aggregation group and the aggregate top-heavy ratio for the permissive aggregation group exceeds sixty percent (60%).

15.2    Definitions. In making this determination, the Committee shall use the following definitions and principles:

15.2-1    The “Determination Date,” with respect to the first Plan Year of any plan, means the last day of that Plan Year, and with respect to each subsequent Plan Year, means the last day of the preceding Plan Year. If any other plan has a Determination Date which differs from this Plan’s Determination Date, the top-heaviness of this Plan shall be determined on the basis of the other plan’s Determination Date falling within the same calendar years as this Plan’s Determination Date.

15.2-2    A “Key Employee” means any employee or former employee (including any deceased employee) who at any time during the plan year that includes the determination date was an officer of the employer having annual compensation greater than $160,000 (as adjusted under section 416(i)(1) of the Code), a 5-percent owner of the employer, or a 1-percent owner of the employer having annual compensation of more than $150,000. For this purpose, annual compensation means compensation within the meaning of section 415(c)(3) of the Code. The determination of who is a key employee will be made in accordance with section 416(i)(1) of the Code and the applicable regulations and other guidance of general applicability issued thereunder.

15.2-3    A “Non-key Employee” means an Employee who at any time during the five years ending on the top-heavy Determination Date for the Plan Year has received compensation from an Employer and who has never been a Key Employee, and the Beneficiary of any such Employee.

15.2-4    A “required aggregation group” includes (a) each qualified Plan of the Employer in which at least one Key Employee participates in the Plan Year containing the Determination Date and (b) any other qualified Plan of the Employer which enables a Plan described in (a) to meet the requirements of Code Sections 401(a)(4) or 410. For purposes of the preceding sentence, a qualified Plan of the Employer includes a terminated Plan maintained by the Employer within the period ending on the Determination Date. In the case of a required aggregation group, each Plan in the group will be considered a top-heavy Plan if the required aggregation group is a top-heavy group. No Plan in the required aggregation group will be considered a top-heavy Plan if the required aggregation group is not a top-heavy group. All Employers aggregated under Code Sections 414(b), (c) or (m) or (o) (but only after the Code Section 414(o) regulations become effective) are considered a single Employer.

 

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15.2-5    A “permissive aggregation group” includes the required aggregation group of Plans plus any other qualified Plan(s) of the Employer that are not required to be aggregated but which, when considered as a group with the required aggregation group, satisfy the requirements of Code Sections 401(a)(4) and 410 and are comparable to the Plans in the required aggregation group. No Plan in the permissive aggregation group will be considered a top-heavy Plan if the permissive aggregation group is not a top-heavy group. Only a Plan that is part of the required aggregation group will be considered a top-heavy Plan if the permissive aggregation group is top-heavy.

15.3    Top-Heavy Rules of Application. For purposes of determining the value of Account balances and the present value of accrued benefits the following provisions shall apply:

15.3-1    The value of Account balances and the present value of accrued benefits will be determined as of the most recent Valuation Date that falls within or ends with the twelve (12) month period ending on the Determination Date.

15.3-2    For purposes of testing whether this Plan is top-heavy, the present value of an individual’s accrued benefits and an individual’s Account balances is counted only once each year.

15.3-3    The Account balances and accrued benefits of a Participant who is not presently a Key Employee but who was a Key Employee in a Plan Year beginning on or after January 1, 1984 will be disregarded.

15.3-4    Employer contributions attributable to a salary reduction or similar arrangement will be taken into account. Employer matching contributions also shall be taken into account for purposes of satisfying the minimum contribution requirements of Section 416(c)(2) of the Code and the Plan.

15.3-5    When aggregating Plans, the value of Account balances and accrued benefits will be calculated with reference to the Determination Dates that fall within the same calendar year.

15.3-6    The present values of accrued benefits and the amounts of account balances of an employee as of the determination date shall be increased by the distributions made with respect to the employee under the plan and any plan aggregated with the plan under Section 416(g)(2) of the Code during the 1-year period ending on the determination date. The preceding sentence shall also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with the plan under Section 416(g)(2)(A)(i) of the Code. In the case of a distribution made for a reason other than severance from employment, death, or disability, this provision shall be applied by substituting “five (5) year period” for “one (1) year period.”

15.3-7    Accrued benefits and Account balances of an individual shall not be taken into account for purposes of determining the top-heavy ratios if the individual has performed no services for the Employer during the one (1) year period ending on the applicable Determination Date. Compensation for purposes of this subparagraph shall not include any payments made to an individual by the Employer pursuant to a qualified or non-qualified deferred compensation plan.

 

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15.3-8    The present value of the accrued benefits or the amount of the Account balances of any Employee participating in this Plan shall not include any rollover contributions or other transfers voluntarily initiated by the Employee except as described below. If this Plan transfers or rolls over funds to another Plan in a transaction voluntarily initiated by the Employee, then this Plan shall count the distribution for purposes of determining Account balances or the present value of accrued benefits. A transfer incident to a merger or consolidation of two or more Plans of the Employer (including Plans of related Employers treated as a single Employer under Code Section 414), or a transfer or rollover between Plans of the Employer, shall not be considered as voluntarily initiated by the Employee.

15.4    Minimum Contributions. For any Top-Heavy Year, each Employer shall make a special contribution on behalf of each Participant to the extent that the total allocations to his or her Account pursuant to Section 4 is less than the lesser of:

(i)    three percent of his or her 415 Compensation for that year, or

(ii) the highest ratio of such allocation to 415 Compensation received by any Key Employee for that year. For purposes of the special contribution of this Section 15.2, a Key Employee’s 415 Compensation shall include amounts the Key Employee elected to defer under a qualified 401(k) arrangement. Such a special contribution shall be made on behalf of each Participant who is employed by an Employer on the last day of the Plan Year, regardless of the number of his or her Hours of Service, and shall be allocated to his or her Account.

If the Employer maintains a qualified plan in addition to this Plan and more than one such plan is determined to be Top-Heavy, a minimum contribution or a minimum benefit shall be provided to the other plan or plans rather than to this Plan.

15.5    Top-Heavy Provisions Control in Top-Heavy Plan. In the event this Plan becomes top-heavy and a conflict arises between the top-heavy provisions herein set forth and the remaining provisions set forth in this Plan, the top-heavy provisions shall control.

 

43

EX-23.3 6 d613439dex233.htm EX-23.3 EX-23.3

Exhibit 23.3

Consent of Independent Registered Public Accounting Firm

The Board of Directors

PyraMax Bank, FSB

We hereby consent to the (i) inclusion of our audit report dated September 6, 2018, related to the financial statements of PyraMax Bank, FSB, as filed in Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1 and the Form MHC-1/MHC-2 Notice of Mutual Holding Company Reorganization and Application for Approval of a Minority Stock Issuance by a Subsidiary of a Mutual Holding Company, (ii) being named as an expert in the Prospectus and (iii) inclusion of the state tax opinion in Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1, Application H-(e)1, and Form MHC-1/MHC-2 Notice of Mutual Holding Company Reorganization and Application for Approval of a Minority Stock Issuance by a Subsidiary of a Mutual Holding Company.

 

LOGO

Wipfli LLP

Appleton, Wisconsin

October 22, 2018

EX-99.4 7 d613439dex994.htm EX-99.4 EX-99.4

Exhibit 99.4

 

LOGO

Dear Valued Depositor:

I am pleased to tell you about an investment opportunity and, just as importantly, to request your vote. Pursuant to a plan of reorganization and stock issuance plan (the “plan of reorganization”), we will convert from a mutual (meaning no stockholders) savings bank into the mutual holding company form of ownership. To accomplish the reorganization, 1895 Bancorp of Wisconsin, Inc., a to-be-formed mid-tier stock holding company for PyraMax Bank, FSB (“PyraMax Bank”), is conducting an offering of shares of its common stock. Enclosed you will find a Prospectus, a Proxy Statement, a Proxy Card and a Questions and Answers Brochure describing the reorganization, the offering and the plan of reorganization.

To further our commitment to the communities in our market area, we intend to establish a new charitable foundation, 1895 Bancorp of Wisconsin Community Foundation, in connection with the reorganization and offering. We intend to contribute to the charitable foundation $100,000 in cash and 1.0% of 1895 Bancorp of Wisconsin, Inc.’s outstanding shares of common stock. The charitable foundation will be dedicated completely to community activities and the promotion of charitable causes, and may be able to support such activities in ways that are not presently available to us.

THE PROXY VOTE:

Your vote is extremely important for us to meet our goals. In addition to receiving all required regulatory approvals to undertake the reorganization, we must receive the approval of our eligible depositors. NOT VOTING YOUR ENCLOSED PROXY CARD WILL HAVE THE SAME EFFECT AS VOTING “AGAINST” THE PLAN OF REORGANIZATION AND “AGAINST” THE ESTABLISHMENT AND FUNDING OF THE CHARITABLE FOUNDATION. Note that you may receive more than one Proxy Card, depending on the ownership structure of your accounts at PyraMax Bank. Please open all packages that you receive and vote all the Proxy Cards that were sent to you — none are duplicates! To cast your vote, please sign each Proxy Card and return the card(s) in the Proxy Reply Envelope provided. Alternatively, you may vote by telephone or Internet by following the instructions on the Proxy Card.

Our board of directors urges you to vote “FOR” both proposals.

Please note:

 

   

The proceeds resulting from the sale of stock will support our business strategy.

   

There will be no change to account numbers, interest rates or other terms of your accounts at PyraMax Bank. Deposit accounts will not be converted to stock. Your deposit accounts will continue to be insured by the FDIC, up to the maximum legal limits.

   

You will continue to enjoy the same services with the same board of directors, management and staff.

   

Voting does not obligate you to purchase shares of common stock in our offering.

THE STOCK OFFERING:

As a PyraMax Bank eligible depositor, you have non-transferable rights, but no obligation, to purchase shares of common stock during our Subscription Offering before any shares are made available for sale to the general public. The common stock is being offered at $10.00 per share, and there will be no sales commission charged to purchasers during the offering.

Please read the enclosed materials carefully. If you are interested in purchasing shares of common stock, complete the enclosed Stock Order Form and return it, with full payment, in the Stock Order Reply Envelope provided. You may submit your Stock Order Form by overnight delivery to the address indicated on the Stock Order Form, by mail using the Stock Order Reply Envelope provided or by hand-delivery to PyraMax Bank’s corporate office located at 7001 W. Edgerton Avenue, Greenfield, Wisconsin. Stock Order Forms and full payment must be received (not postmarked) prior to 1:00 p.m., Central Time, on December 13, 2018. If you are considering purchasing stock with funds you have in an IRA or other retirement account, please call our Stock Information Center promptly for guidance, because these orders require additional processing time.

I invite you to consider this opportunity to share in our future. Thank you for your continued support as a PyraMax Bank depositor.

Sincerely,

 

LOGO

Richard B. Hurd

President and Chief Executive Officer

This letter is neither an offer to sell nor a solicitation of an offer to buy shares of common stock. The offer is made only by the Prospectus. These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.

 

 

Questions?

Call our Stock Information Center, toll-free, at 1-(877) 643-8217,

from 9:00 a.m. to 3:00 p.m., Central Time, Monday through Friday, except bank holidays.

 

M


LOGO

Dear Friend:

I am pleased to tell you about an investment opportunity. 1895 Bancorp of Wisconsin, Inc., a to-be-formed mid-tier stock holding company for PyraMax Bank, FSB (“PyraMax Bank”), is offering shares of its common stock for sale at a price of $10.00 per share. No sales commission will be charged to purchasers during the offering. The offering is being conducted pursuant to a plan of reorganization and stock issuance plan (the “plan of reorganization”) that provides for the conversion of PyraMax Bank from the mutual (meaning no stockholders) savings bank into the mutual holding company form of ownership. As part of the offering and pursuant to the plan of reorganization, we intend to establish a new charitable foundation, 1895 Bancorp of Wisconsin Community Foundation, to further our commitment to the communities in our market area. The charitable foundation will be dedicated completely to community activities and the promotion of charitable causes, and may be able to support such activities in ways that are not presently available to us.

Our records indicate that you were a depositor of PyraMax Bank at the close of business on March 15, 2017 or September 30, 2018, whose account(s) was/were closed thereafter. As such, you have non-transferable rights, but no obligation, to subscribe for shares of common stock during our Subscription Offering before any shares are made available for sale to the general public.

Please read the enclosed materials carefully before making an investment decision. If you are interested in purchasing shares of common stock, complete the enclosed Stock Order Form and return it, with full payment, in the Stock Order Reply Envelope provided. You may submit your Stock Order Form by overnight delivery to the address indicated on the Stock Order Form, by mail using the Stock Order Reply Envelope provided or by hand-delivery to PyraMax Bank’s corporate office located at 7001 W. Edgerton Avenue, Greenfield, Wisconsin. Stock Order Forms and full payment must be received (not postmarked) prior to 1:00 p.m., Central Time, on December 13, 2018. If you are considering purchasing stock with funds you have in an IRA or other retirement account, please call our Stock Information Center promptly for guidance, because these orders require additional processing time.

If you have questions about our organization or purchasing shares, please refer to the enclosed Prospectus and Questions and Answers Brochure, or call our Stock Information Center at the number shown below.

I invite you to consider this opportunity to share in our future as an 1895 Bancorp of Wisconsin, Inc. stockholder.

Sincerely,

 

LOGO

Richard B. Hurd

President and Chief Executive Officer

This letter is neither an offer to sell nor a solicitation of an offer to buy shares of common stock. The offer is made only by the Prospectus. These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.

 

 

Questions?

Call our Stock Information Center, toll-free, at 1-(877) 643-8217,

from 9:00 a.m. to 3:00 p.m., Central Time, Monday through Friday, except bank holidays.

 

F


LOGO

Dear Sir/Madam:

Keefe, Bruyette & Woods, A Stifel Company has been retained by 1895 Bancorp of Wisconsin, Inc. as selling agent in connection with the offering of 1895 Bancorp of Wisconsin, Inc. common stock.

At the request of 1895 Bancorp of Wisconsin, Inc., we are enclosing materials regarding the offering of shares of 1895 Bancorp of Wisconsin, Inc. common stock. Included in this package is a Prospectus describing the stock offering. We encourage you to read the enclosed information carefully, including the “Risk Factors” section of the Prospectus.

Sincerely,

 

LOGO

 

This letter is neither an offer to sell nor a solicitation of an offer to buy shares of common stock. The offer is made only by the Prospectus. These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.

 

D


LOGO

Dear Friend:

I am pleased to tell you about an investment opportunity. 1895 Bancorp of Wisconsin, Inc., a to-be-formed mid-tier stock holding company for PyraMax Bank, FSB (“PyraMax Bank”), is offering shares of its common stock for sale at a price of $10.00 per share. No sales commission will be charged to purchasers during the offering. The offering is being conducted pursuant to a plan of reorganization and stock issuance plan (the “plan of reorganization”) that provides for the conversion of PyraMax Bank from the mutual (meaning no stockholders) savings bank into the mutual holding company form of ownership. As part of the offering and pursuant to the plan of reorganization, we intend to establish a new charitable foundation, 1895 Bancorp of Wisconsin Community Foundation, to further our commitment to the communities in our market area. The charitable foundation will be dedicated completely to community activities and the promotion of charitable causes, and may be able to support such activities in ways that are not presently available to us.

Please read the enclosed materials carefully. If you are interested in purchasing shares of 1895 Bancorp of Wisconsin, Inc. common stock, complete the enclosed Stock Order Form and return it, with full payment, in the Stock Order Reply Envelope provided. You may submit your Stock Order Form by overnight delivery to the address indicated on the Stock Order Form, by mail using the Stock Order Reply Envelope provided or by hand-delivery to PyraMax Bank’s corporate office located at 7001 W. Edgerton Avenue, Greenfield, Wisconsin. Stock Order Forms and full payment must be received (not postmarked) prior to 1:00 p.m., Central Time, on December 13, 2018. If you are considering purchasing stock with funds you have in an IRA or other retirement account, please call our Stock Information Center promptly for guidance, because these orders require additional processing time.

If you have questions about our organization or purchasing shares, please refer to the enclosed Prospectus, and Questions and Answers Brochure, or call our Stock Information Center at the number shown below.

I invite you to consider this opportunity to share in our future as an 1895 Bancorp of Wisconsin, Inc. stockholder.

Sincerely,

 

LOGO

Richard B. Hurd

President and Chief Executive Officer

This letter is neither an offer to sell nor a solicitation of an offer to buy shares of common stock. The offer is made only by the Prospectus. These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.

 

 

Questions?

Call our Stock Information Center, toll-free, at 1-(877) 643-8217,

from 9:00 a.m. to 3:00 p.m., Central Time, Monday through Friday, except bank holidays.

 

I


IMPORTANT NOTICE

IF YOU HAVE MORE THAN ONE ELIGIBLE VOTING ACCOUNT YOU MAY RECEIVE MULTIPLE PACKAGES. PLEASE OPEN EACH PACKAGE AND VOTE ALL THE PROXY CARDS THAT WERE SENT TO YOU.

THEY DO NOT DUPLICATE EACH OTHER!

THANK YOU!

 

Questions?

Call our Information Center, toll-free, at 1-(877) 643-8217

from 9:00 a.m. to 3:00 p.m., Central Time, Monday through

Friday, except bank holidays.

This flyer is neither an offer to sell nor an offer to buy shares of common stock. The offer is made only by the Prospectus. These securities are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

 

 

PF


 

 

LOGO

Questions and Answers

About Our Plan of Reorganization and

Stock Issuance Plan

 

LOGO

 

 


This section answers questions about our reorganization and offering. Investing in shares of common stock involves certain risks. Before making an investment decision, please read the enclosed Prospectus carefully, including the “Risk Factors” section.

 

GENERAL — THE REORGANIZATION

Our board of directors has determined that the reorganization is in the best interests of PyraMax Bank, FSB, our customers and the communities we serve.

 

Q.

WHAT IS THE REORGANIZATION AND OFFERING?

 

A.

Under our plan of reorganization and stock issuance plan (the “plan of reorganization”), PyraMax Bank, FSB (“PyraMax Bank”) will convert from a mutual (meaning no stockholders) savings bank into the mutual holding company form of ownership. Concurrently with the reorganization, 1895 Bancorp of Wisconsin, Inc., a to-be-formed mid-tier stock holding company for PyraMax Bank, will offer shares of its common stock. Upon completion of the reorganization, 44% of the shares of common stock of 1895 Bancorp of Wisconsin, Inc. will be owned by public stockholders, 1% of our outstanding shares will be contributed to the charitable foundation and 55% of the outstanding common stock will be retained by 1895 Bancorp of Wisconsin, MHC (a to-be- formed federally chartered mutual holding company for 1895 Bancorp of Wisconsin, Inc.). 1895 Bancorp of Wisconsin, Inc. will own 100% of the common stock of PyraMax Bank.

 

Q.

WHAT IS THE 1895 BANCORP OF WISCONSIN COUMMUNITY FOUNDATION (THECHARITABLE FOUNDATION”) AND WHY IS IT BEING FUNDED THROUGH THE CONVERSION?

 

A.

In connection with the reorganization and offering, we intend to establish a new charitable foundation, as a non-stock, nonprofit Delaware corporation. We intend to contribute to the charitable foundation $100,000 in cash and 1.0% of our outstanding shares of common stock. The charitable foundation will be dedicated completely to community activities and the promotion of charitable causes, and may be able to support such activities in ways that are not presently available to us.

 

Q.

WILL THE CHARITABLE FOUNDATION BE ESTABLISHED AND FUNDED IF THE REORGANIZATION AND OFFERING ARE NOT APPROVED AND COMPLETED?

 

A.

No. The charitable foundation will only be established and funded if both the plan of reorganization and the charitable foundation are approved by our eligible depositors. However, if we receive all other approvals, we will be permitted to complete the reorganization without the charitable foundation, if the establishment and funding of the charitable foundation is not approved by our depositors.

 

Q.

WHAT ARE THE REASONS FOR THE REORGANIZATION AND OFFERING?

 

A.

Our primary reasons to reorganize into a mutual holding company and conduct the offering are to establish an organizational structure that will enable us to: increase capital to support future growth and profitability, although we are currently considered “well-capitalized” for regulatory purposes; compete more effectively in the financial services marketplace; offer customers, employees, management and directors an equity ownership interest in 1895 Bancorp of Wisconsin, Inc., our proposed stock holding company, and thereby an economic interest in our future success; attract and retain qualified personnel by establishing stock-based benefit plans; and increase our flexibility to structure and finance the expansion of our operations, including potential acquisitions of other financial institutions or branches thereof, or establishing de novo branches, although we have no current acquisitions or new branches planned.

 

Q.

WILL CUSTOMERS NOTICE ANY CHANGE IN PYRAMAX BANKS DAY-TO-DAY ACTIVITIES AS A RESULT OF THE REORGANIZATION AND OFFERING?

 

A.

No. It will be business as usual. The reorganization is an internal change to our corporate structure. There will be no change to our board of directors, management, and staff as a result of the reorganization. PyraMax Bank will continue to operate as an independent bank.

 

Q.

WILL THE REORGANIZATION AND OFFERING AFFECT CUSTOMERSDEPOSIT ACCOUNTS OR LOANS?

 

A.

No. The reorganization and offering will not affect the balance or terms of deposits or loans, and deposits will continue to be federally insured by the Federal Deposit Insurance Corporation up to the maximum legal limits. Deposit accounts will not be converted to stock.

THE PROXY VOTE

In addition to receiving all required regulatory approvals, the plan of reorganization and the establishment and funding of the charitable foundation are also subject to approval by our eligible depositors.

 

Q.

WHY SHOULD I VOTE “FOR” THE PLAN OF REORGANIZATION AND “FOR” THE ESTABLISHMENT AND FUNDING OF THE CHARITABLE FOUNDATION?

 

A.

Your vote “FOR” both proposals is extremely important to us. Each eligible PyraMax Bank depositor as of November 1, 2018 received a Proxy Card attached to a Stock Order Form. These depositor’s packages also include a Proxy Statement describing the plan of reorganization and the charitable foundation, neither of which can be implemented without depositor approval. If you have more than one eligible account, you may receive multiple packages. Please open each package and vote all the Proxy Cards that were sent to you.

 

    

Voting does not obligate you to purchase shares of common stock during the offering.

 

Q.

WHAT HAPPENS IF I DONT VOTE?

 

A.

Your vote is very important. Not voting all the Proxy Cards you receive will have the same effect as voting “AGAINST” both proposals. Without sufficient favorable votes, we cannot complete the reorganization and related stock offering.

 

Q.

HOW DO I VOTE?

 

A.

Mark your vote, sign and date each Proxy Card enclosed and return the card(s) in the enclosed Proxy Reply Envelope.


 

Alternatively, you may vote by telephone or Internet by following the simple instructions on the Proxy Card. PLEASE VOTE PROMPTLY. NOT VOTING HAS THE SAME EFFECT AS VOTING “AGAINST” BOTH PROPOSALS. Telephone and Internet voting are available 24 hours a day.

 

Q.

HOW MANY VOTES ARE AVAILABLE TO ME?

 

A.

Depositors at the close of business on November 1, 2018 are entitled to one vote for each $100 or fraction thereof on deposit. No depositor may cast more than 1,000 votes. Proxy Cards are not imprinted with your number of votes; however, votes will be automatically tallied by computer.

 

Q.

WHY DID I RECEIVE MORE THAN ONE PROXY CARD?

 

A.

If you had more than one deposit account on November 1, 2018, you may have received more than one Proxy Card, depending on the ownership structure of your account(s). Open all packages that you receive. Please promptly vote all the Proxy Cards sent to you – they do not duplicate each other.

 

Q.

MORE THAN ONE NAME APPEARS ON MY PROXY CARD. WHO MUST SIGN?

 

A.

The name(s) reflect the title of your account. Proxy Cards for joint accounts require the signature of only one of the account holders. Proxy Cards for trust or custodian accounts must be signed by the trustee or the custodian, not the listed beneficiary.

THE STOCK OFFERING AND PURCHASING SHARES

 

Q.

HOW MANY SHARES ARE BEING OFFERED AND AT WHAT PRICE?

 

A.

1895 Bancorp of Wisconsin, Inc. is offering for sale between 2,057,000 and 2,783,000 shares of common stock (subject to increase to 3,200,450 shares) at $10.00 per share. No sales commission will be charged to purchasers during the offering.

 

Q.

WHO IS ELIGIBLE TO PURCHASE STOCK DURING THE STOCK OFFERING?

 

A.

Pursuant to our plan of reorganization, non-transferable rights to subscribe for shares of 1895 Bancorp of Wisconsin, Inc. common stock in the Subscription Offering have been granted in the following descending order of priority:

Priority #1 — Depositors of PyraMax Bank with aggregate balances of at least $50 at the close of business on March 15, 2017;

Priority #2 — Our tax-qualified employee benefit plans;

Priority #3 — Depositors of PyraMax Bank with aggregate balances of at least $50 at the close of business on September 30, 2018; and

Priority #4 — Depositors of PyraMax Bank at the close of business on November 1, 2018.

 

    

Shares of common stock not purchased in the Subscription Offering may be offered for sale to the public in a Community Offering, with a preference given to natural persons and trusts of natural persons residing in the Wisconsin Counties of Milwaukee, Waukesha and Ozaukee.

 

    

Shares not sold in the Subscription and Community Offerings may be offered for sale through a Syndicated Community Offering to the general public.

 

Q.

I AM ELIGIBLE TO SUBSCRIBE FOR SHARES OF COMMON STOCK IN THE SUBSCRIPTION OFFERING BUT AM NOT INTERESTED IN INVESTING. MAY I ALLOW SOMEONE ELSE TO USE MY STOCK ORDER FORM TO TAKE ADVANTAGE OF MY PRIORITY AS AN ELIGIBLE ACCOUNT HOLDER?

 

A.

No. Subscription rights are non-transferable! Only those eligible to subscribe in the Subscription Offering, as listed above, may purchase shares in the Subscription Offering. To preserve subscription rights, the shares may only be registered in the name(s) of eligible account holder(s). On occasion, unscrupulous people attempt to persuade account holders to transfer subscription rights, or to purchase shares in the offering based on an understanding that the shares will be subsequently transferred to others. Participation in such schemes is against the law and may subject involved parties to prosecution. If you become aware of any such activities, please notify our Stock Information Center promptly so that we can take the necessary steps to protect our eligible deposit account holders’ subscription rights in the offering.

 

Q.

HOW MAY I BUY SHARES DURING THE SUBSCRIPTION AND COMMUNITY OFFERINGS?

 

A.

Shares can be purchased by completing an original Stock Order Form and returning it, with full payment, so that it is received (not postmarked) prior to the offering deadline. Delivery of a Stock Order Form may be made by mail using the Stock Order Reply Envelope provided, by overnight delivery to the indicated address on the Stock Order Form, or by hand-delivery to PyraMax Bank’s corporate office located at 7001 W. Edgerton Avenue, Greenfield, Wisconsin. Stock order forms may not be delivered to any other PyraMax Bank office. Please do not mail Stock Order Forms to PyraMax Bank.

 

Q.

WHAT IS THE DEADLINE FOR PURCHASING SHARES?

 

A.

To purchase shares in the Subscription and Community Offerings, you must deliver a properly completed, signed original Stock Order Form, with full payment, so that it is received (not postmarked) prior to 1:00 p.m., Central Time, on December 13, 2018. Acceptable methods for delivery of Stock Order Forms are described above.

 

Q.

HOW MAY I PAY FOR THE SHARES?

 

A.

Payment for shares can be remitted in two ways:

 

  (1)

By personal check, bank check or money order, payable to 1895 Bancorp of Wisconsin, Inc. These will be deposited upon receipt. We cannot accept wires or third party checks. PyraMax Bank line of credit checks may not be remitted for this purchase. Please do not mail cash!

 

  (2)

By authorized deposit account withdrawal of funds from your PyraMax Bank deposit account(s). The Stock Order Form section titled “Method of Payment — Deposit Account Withdrawal” allows you to list the deposit account number(s) and amount(s) to be withdrawn. Funds designated for direct withdrawal must be in the account(s) at the time the Stock Order Form is received. You may not authorize direct withdrawal from accounts with check-writing privileges. Please submit a check instead. If you request direct withdrawal from such


 

accounts, we reserve the right to interpret that as your authorization to treat those funds as if we had received a check for the designated amount, and we will immediately withdraw the amount from your checking account(s). Also, IRA or other retirement accounts held at PyraMax Bank may not be listed for direct withdrawal. See information on retirement accounts below.

 

Q.

WILL I EARN INTEREST ON MY FUNDS?

 

A.

Yes. If you pay by personal check, bank check or money order, you will earn interest at a rate of 0.15% from the date we process your payment until the completion or termination of the reorganization and offering. At that time, you will be issued a check for interest earned on these funds. If you pay for shares by authorizing a direct withdrawal from your PyraMax Bank deposit account(s), your funds will continue to earn interest at the applicable deposit account rate. The interest will remain in your account(s) when the designated withdrawal is made, upon completion or termination of the reorganization and offering.

 

Q.

ARE THERE LIMITS TO HOW MANY SHARES I CAN ORDER?

 

A.

Yes. The minimum order is 25 shares ($250). The maximum number of shares that may be purchased by a person or group of persons exercising subscription rights through a single deposit account is 10,000 shares ($100,000). Additionally, no person by himself, with an associate or group of persons acting in concert, may purchase more than 15,000 shares ($150,000) in all categories of the offering combined.

 

    

More detail on purchase limits, including the definition of “associate” and “acting in concert,” can be found in the Prospectus section entitled “The Reorganization and Offering — Offering of Common Stock — Limitations on Purchase of Shares.”

 

Q.

MAY I USE MY PYRAMAX BANK INDIVIDUAL RETIREMENT ACCOUNT (“IRA”) TO PURCHASE SHARES?

 

A.

You may use funds currently held in retirement accounts with PyraMax Bank. However, before you place your stock order, the funds you wish to use must be transferred to a self-directed retirement account maintained by an independent trustee or custodian, such as a brokerage firm. If you are interested in using IRA or any other retirement funds held at PyraMax Bank or elsewhere, please call our Stock Information Center as soon as possible for guidance, but preferably at least two weeks before the December 13, 2018 offering deadline. Your ability to use such funds for this purchase may depend on time constraints, because this type of purchase requires additional processing time, and may be subject to limitations imposed by the institution where the funds are held.

 

Q.

MAY I USE A LOAN FROM PYRAMAX BANK TO PAY FOR SHARES?

 

A.

No. PyraMax Bank, by regulation, may not extend a loan for the purchase of 1895 Bancorp of Wisconsin, Inc. common stock during the offering. Similarly, you may not use existing PyraMax Bank line of credit checks to purchase stock during the offering.

 

Q.

MAY I CHANGE MY MIND AFTER I PLACE AN ORDER TO SUBSCRIBE FOR STOCK?

 

A.

No. After receipt, your executed Stock Order Form cannot be modified or revoked without our consent or unless the offering is terminated or is extended beyond January 15, 2019 or the number of shares of common stock to be sold is increased to more than 3,200,450 shares or decreased to less than 2,057,000 shares.

 

Q.

ARE DIRECTORS AND EXECUTIVE OFFICERS OF PYRAMAX BANK PLANNING TO PURCHASE STOCK?

 

A.

Yes! Directors and executive officers, together with their associates, are expected to subscribe for an aggregate of 46,000 shares ($460,000), or approximately 2.19%, of the shares to be sold in the offering at the minimum of the offering range, including shares contributed to the charitable foundation.

 

Q.

WILL THE STOCK BE INSURED?

 

A.

No. Like any common stock, 1895 Bancorp of Wisconsin, Inc.’s stock will not be insured.

 

Q.

WILL DIVIDENDS BE PAID ON THE STOCK?

 

A.

1895 Bancorp of Wisconsin, Inc. does not currently intend to pay dividends on our common stock following the completion of the offering. In the event that we do determine to pay dividends in the future, the payment and amount of any dividends will depend upon a number of factors, including the following: regulatory capital requirements; our financial condition and results of operations; our other uses of funds for the long-term value of stockholders; tax considerations; the Federal Reserve Board’s current regulations restricting the waiver of dividends by mutual holding companies; statutory and regulatory limitations and general economic conditions.

 

Q.

HOW WILL 1895 BANCORP OF WISCONSIN, INC SHARES BE TRADED?

 

A.

Upon conclusion of the offering, we expect that 1895 Bancorp of Wisconsin, Inc.’s shares will be traded on the Nasdaq Capital Market under the symbol “BCOW.” Once the shares have begun trading, you may contact a firm offering investment services in order to buy or sell 1895 Bancorp of Wisconsin, Inc. shares in the future.

 

Q.

IF I PURCHASE SHARES DURING THE SUBSCRIPTION AND COMMUNITY OFFERINGS, WHEN WILL I RECEIVE MY SHARES?

 

A.

All shares of 1895 Bancorp of Wisconsin, Inc. common stock sold in the Subscription and Community Offerings will be issued in book entry form on the books of our transfer agent, through the Direct Registration System. Paper stock certificates will not be issued. As soon as practicable after completion of the stock offering, our transfer agent will send, by first class mail, a statement reflecting your stock ownership.

WHERE TO GET MORE INFORMATION

 

Q.

HOW CAN I GET MORE INFORMATION?

 

A.

For more information, refer to the enclosed Prospectus or call our Stock Information Center, toll-free, at 1-(877) 643-8217, from 9:00 a.m. to 3:00 p.m., Central Time, Monday through Friday. The Stock Information Center is not open on bank holidays.


1895 BANCORP OF WISCONSIN, INC.

STOCK INFORMATION CENTER: 1-(877) 643-8217

STOCK ORDER FORM INSTRUCTIONS

 

Sections (1) and (2) – Number of Shares and Total Payment Due. Indicate the Number of Shares that you wish to subscribe for and the Total Payment Due. Calculate the Total Payment Due by multiplying the Number of Shares by the $10.00 price per share. The minimum purchase is 25 shares ($250). The maximum allowable purchase by a person or group of persons exercising subscription rights through a single deposit account held jointly is 10,000 shares ($100,000). Further, no person or entity, together with any associate or group of persons acting in concert, may purchase more than 15,000 shares ($150,000) in all categories of the offering combined. Please see the Prospectus section entitled “The Reorganization and Offering – Limitations on Purchase of Shares” for more specific information. By signing this form, you are certifying that your order does not conflict with these purchase limitations.

 

 

Section (3) – Method of Payment – Check or Money Order. Payment may be made by including with this form a personal check, bank check or money order made payable to 1895 Bancorp of Wisconsin, Inc. These will be deposited upon receipt. The funds remitted by personal check must be available within the account(s) when your Stock Order Form is received. Indicate the amount remitted. Interest will be calculated at 0.15% from the date payment is processed until the offering is completed or terminated, at which time the subscriber will be issued a check for interest earned. Please do not remit cash, a PyraMax Bank, FSB line of credit check, wire transfers or third party checks for this purchase.

 

 

Section (4) – Method of Payment – Deposit Account Withdrawal. Payment may be made by authorizing a direct withdrawal from your PyraMax Bank, FSB deposit account(s). Indicate the account number(s) and the amount(s) you wish withdrawn. Attach a separate page, if necessary. Funds designated for withdrawal must be available within the account(s) at the time this Stock Order Form is received. Upon receipt of this order, we will place a hold on the amount(s) designated by you – the funds will be unavailable to you for withdrawal thereafter. The funds will continue to earn interest at the applicable deposit account rate. The interest will remain in the accounts when the designated withdrawal is made, at the completion or termination of the offering. There will be no early withdrawal penalty for withdrawal from a PyraMax Bank, FSB certificate of deposit (CD) account. Note that you may NOT designate accounts with check-writing privileges. Please submit a check instead. If you request direct withdrawal from such accounts, we reserve the right to interpret that as your authorization to treat those funds as if we had received a check for the designated amount, and we will immediately withdraw the amount from your checking account(s). Additionally, you may not designate direct withdrawal from a PyraMax Bank, FSB IRA or other retirement accounts. For guidance on using retirement funds, whether held at PyraMax Bank, FSB or elsewhere, please contact the Stock Information Center as soon as possible – preferably at least two weeks before the December 13, 2018 offering deadline. See the Prospectus section entitled “The Reorganization and Offering – Procedure for Purchasing Shares – Using Retirement Account Funds.” Your ability to use retirement account funds to purchase shares cannot be guaranteed and depends on various factors, including timing constraints and the institution where those funds are currently held.

 

 

Section (5) – Purchaser Information. Please check the one box that applies to the purchaser(s) listed in Section 9 of this form. Purchase priorities in the Subscription Offering are based on eligibility dates. Boxes (a), (b) and (c) refer to the Subscription Offering. If you checked box (a), (b) or (c), list all PyraMax Bank, FSB deposit account numbers that the purchaser(s) had ownership in as of the applicable eligibility date. Include all forms of account ownership (e.g. individual, joint, IRA, etc.). If purchasing shares for a minor, list only the minor’s eligible accounts. If purchasing shares for a corporation or partnership, list only that entity’s eligible accounts. Attach a separate page, if necessary. Failure to complete this section, or providing incorrect or incomplete information, could result in a loss of part or all of your share allocation in the event of an oversubscription. Boxes (d) and (e) refer to the Community Offering. Orders placed in the Subscription Offering will take priority over orders placed in the Community Offering. See the Prospectus section entitled “The Reorganization and Offering” for further details about the Subscription and Community Offerings.

 

 

Section (6) – Management. Check the box if you are an 1895 Bancorp of Wisconsin, MHC, 1895 Bancorp of Wisconsin, Inc. or PyraMax Bank, FSB director, officer or employee, or a member of their immediate family. Immediate family includes spouse, parents, siblings and children who live in the same house as the director, officer or employee.

 

 

Section (7) – Maximum Purchaser Identification. Check the box, if applicable. Failure to check the box will result in you not receiving notification in the event the maximum purchase limit(s) is/are increased. If you checked the box but have not subscribed for the maximum amount in the Subscription Offering, you will not receive this notification.

 

 

Section (8) – Associates/Acting in Concert. Check the box, if applicable, and provide the requested information. Attach a separate page if necessary.

 

 

Section (9) – Stock Registration. Clearly PRINT the name(s) in which you want the shares registered and the mailing address for all correspondence related to your order, including a stock ownership statement. Each Stock Order Form will generate one stock ownership statement, subject to the stock allocation provisions described in the Prospectus. IMPORTANT: Subscription rights are non-transferable. If placing an order in the Subscription Offering, you may not add the names of persons/entities who do not have subscription rights or who qualify only in a lower purchase priority than yours. A Social Security or Tax ID Number must be provided. The first number listed will be identified with the stock certificate for tax reporting purposes. Listing at least one phone number is important in the event we need to contact you about this form. NOTE FOR FINRA MEMBERS (Formerly NASD): If you are a member of the Financial Industry Regulatory Authority (“FINRA”), formerly the National Association of Securities Dealers (“NASD”), or a person affiliated or associated with a FINRA member, you may have additional reporting requirements. Please report this subscription in writing to the applicable department of the FINRA member firm within one day of payment thereof.


1895 BANCORP OF WISCONSIN, INC.

STOCK INFORMATION CENTER: 1-(877) 643-8217

STOCK ORDER FORM INSTRUCTIONS (CONTINUED)

 

 

Form of Stock Ownership. For reasons of clarity and standardization, the stock transfer industry has developed uniform stockholder registrations for issuance of stock ownership statements. Beneficiaries may not be named on stock registrations. If you have any questions about wills, estates, beneficiaries, etc., please consult your legal advisor. When registering stock, do not use two initials – use the full first name, middle initial and last name. Omit words that do not affect ownership such as “Dr.” or “Mrs.” Check the one box that applies.

Buying Stock IndividuallyUsed when shares are registered in the name of only one owner. To qualify in the Subscription Offering, the individual named in Section 9 of the Stock Order Form must have had an eligible deposit account at PyraMax Bank, FSB at the close of business on March 15, 2017, September 30, 2018 or November 1, 2018.

Buying Stock JointlyTo qualify in the Subscription Offering, the persons named in Section 9 of the Stock Order Form must have had an eligible deposit account at PyraMax Bank, FSB at the close of business on March 15, 2017, September 30, 2018 or November 1, 2018.

Joint TenantsJoint Tenancy (with Right of Survivorship) may be specified to identify two or more owners where ownership is intended to pass automatically to the surviving tenant(s). All owners must agree to the sale of shares.

Tenants in CommonMay be specified to identify two or more owners where, upon the death of one co-tenant, ownership of the stock will be held by the surviving co-tenant(s) and by the heirs of the deceased co-tenant. All owners must agree to the sale of shares.

Buying Stock for a MinorShares may be held in the name of a custodian for a minor under the Uniform Transfer to Minors Act. To qualify in the Subscription Offering, the minor (not the custodian) named in Section 9 of the Stock Order Form must have had an eligible deposit account at PyraMax Bank, FSB at the close of business on March 15, 2017, September 30, 2018 or November 1, 2018.

The standard abbreviation for custodian is “CUST.” The Uniform Transfer to Minors Act is “UTMA.” Include the state abbreviation. For example, stock held by John Smith as custodian for Susan Smith under the WI Uniform Transfer to Minors Act, should be registered as John Smith CUST Susan Smith UTMA-WI (list only the minor’s social security number).

Buying Stock for a Corporation/PartnershipOn the first name line indicate the name of the corporation or partnership and indicate the entity’s Tax ID Number for reporting purposes. To qualify in the Subscription Offering, the corporation or partnership named in Section 9 of the Stock Order Form must have had an eligible deposit account at PyraMax Bank, FSB at the close of business on March 15, 2017, September 30, 2018 or November 1, 2018.

Buying Stock in a Trust/Fiduciary CapacityIndicate the name of the fiduciary and the capacity under which the fiduciary is acting (for example, “Executor”), or name of the trust, the trustees and the date of the trust. Indicate the Tax ID Number to be used for reporting purposes. To qualify in the Subscription Offering, the entity named in Section 9 of the Stock Order Form must have had an eligible deposit account at PyraMax Bank, FSB at the close of business on March 15, 2017, September 30, 2018 or November 1, 2018.

Buying Stock in a Self-Directed IRA (for trustee/broker use only) – Registration should reflect the custodian or trustee firm’s registration requirements. For example, on the first name line, indicate the name of the brokerage firm, followed by CUST or TRUSTEE. On the second name line, indicate the name of the beneficial owner (for example, “FBO John SMITH IRA”). You can indicate an account number or other underlying information and the custodian or trustee firm’s address and department to which all correspondence should be mailed related to this order, including a stock ownership statement. Indicate the TAX ID Number under which the IRA account should be reported for tax purposes. To qualify in the Subscription Offering, the beneficial owner named in Section 9 of this form must have had an eligible deposit account at PyraMax Bank, FSB at the close of business on March 15, 2017, September 30, 2018 or November 1, 2018.

 

 

Section (10) – Acknowledgment and Signature(s). Sign and date the Stock Order Form where indicated. Before you sign, please carefully review the information you provided and read the acknowledgment. Verify that you have printed clearly and completed all applicable shaded areas on the Stock Order Form. Only one signature is required, unless any account listed in Section 4 requires more than one signature to authorize a withdrawal.

Please review the Prospectus carefully before making an investment decision. Deliver your completed original Stock Order Form, with full payment or deposit account withdrawal authorization, so that it is received (not postmarked) prior to 1:00 p.m., Central Time, on December 13, 2018. Stock Order Forms can be delivered by using the enclosed postage paid Stock Order Reply Envelope, by overnight delivery to the Stock Information Center address on the front of the Stock Order Form, or by hand-delivery to PyraMax Bank, FSB’s corporate office located at 7001 W. Edgerton Avenue, Greenfield, Wisconsin. Hand delivered stock order forms will only be accepted at this location. You may not deliver this form to our other PyraMax Bank, FSB office. Please do not mail Stock Order Forms to PyraMax Bank, FSB. We are not required to accept Stock Order Forms that are found to be deficient or incorrect, or that do not include proper payment or the required signature. Faxes or copies of this form are not required to be accepted.

OVERNIGHT DELIVERY can be made to the Stock Information Center address provided on the front of the Stock Order Form.

QUESTIONS? Call our Stock Information Center, toll-free, at 1-(877) 643-8217, from 9:00 a.m. to 3:00 p.m., Central Time, Monday through Friday. The Stock Information Center is not open on bank holidays.


 

LOGO

YOUR VOTE IS IMPORTANT!

PLEASE VOTE THE ENCLOSED PROXY CARD

If you have not yet voted the Proxy Card(s) we recently mailed

to you in a large white package,

please vote the enclosed replacement Proxy Card.

You may vote by mail using the enclosed envelope or by following the

telephone or Internet voting instructions on the Proxy Card.

PLEASE JOIN YOUR BOARD OF DIRECTORS IN VOTING “FOR” THE PLAN OF REORGANIZATION AND STOCK ISSUANCE PLAN AND “FOR” THE ESTABLISHMENT AND FUNDING OF THE CHARITABLE FOUNDATION.

NOT VOTING HAS THE SAME EFFECT AS VOTING

AGAINST” BOTH PROPOSALS.

VOTING DOES NOT OBLIGATE YOU TO PURCHASE COMMON STOCK DURING THE OFFERING. THE REORGANIZATION WILL CHANGE OUR FORM OF CORPORATE STRUCTURE, BUT WILL NOT RESULT IN CHANGES TO BANK STAFF, MANAGEMENT, OR YOUR DEPOSIT ACCOUNTS OR LOANS AT PYRAMAX BANK, FSB. DEPOSIT ACCOUNTS WILL NOT BE CONVERTED TO COMMON STOCK.

If you receive more than one of these reminder mailings,

please vote each Proxy Card received. They do not duplicate each other!

QUESTIONS?

Please call our Information Center, toll-free, at 1-(877) 643-8217,

from 9:00 a.m. to 3:00 p.m., Central Time, Monday through Friday, except bank holidays.

 

 

 

 

PG1


 

LOGO

HAVE YOU VOTED YET?

PLEASE VOTE THE ENCLOSED

PROXY CARD!

Our records indicate that you have not voted the Proxy Card(s) we mailed to you.

IF YOU ARE UNSURE WHETHER YOU VOTED, PLEASE

VOTE THE ENCLOSED REPLACEMENT PROXY

CARD. YOUR VOTE WILL NOT BE COUNTED TWICE.

NOT VOTING HAS THE SAME EFFECT AS VOTING

AGAINST” THE PLAN OF REORGANIZATION AND

STOCK ISSUANCE PLAN AND “AGAINST” THE

ESTABLISHMENT AND FUNDING OF THE CHARITABLE

FOUNDATION.

 

 

Your board of directors urges you to vote “FOR” both proposals.

 

 

VOTING DOES NOT OBLIGATE YOU TO PURCHASE

SHARES OF COMMON STOCK DURING THE OFFERING, NOR

DOES IT AFFECT YOUR PYRAMAX BANK, FSB DEPOSIT

ACCOUNTS OR LOANS.

If you receive more than one of these reminder mailings,

please vote each Proxy Card received. They do not duplicate each other!

QUESTIONS?

Please call our Information Center, toll-free, at 1-(877) 643-8217,

from 9:00 a.m. to 3:00 p.m., Central Time, Monday through Friday, except bank holidays.

 

 

 

PG2


 

LOGO

YOUR VOTE IS IMPORTANT!

NOT VOTING HAS THE SAME EFFECT

AS VOTING “AGAINST” THE PLAN OF REORGANIZATION

AND STOCK ISSUANCE PLAN (THE “PLAN OF

REORGANIZATION”) AND “AGAINST” THE ESTABLISHMENT

AND FUNDING OF THE CHARITABLE FOUNDATION.

In order to implement the plan of reorganization,

we must obtain the approval of our voting depositors.

Please disregard this notice if you have already voted.

If you are unsure whether you voted,

vote the enclosed replacement Proxy Card(s).

Your vote will not be counted twice!

If you receive more than one of these reminder mailings,

please vote each Proxy Card received. They do not duplicate each other!

Please note: Implementing the plan of reorganization and the charitable foundation will not affect your deposit accounts or loans at PyraMax Bank, FSB. Deposit accounts will continue to be insured by the FDIC, up to the maximum legal limits. Voting does not obligate you to purchase common stock during the offering.

THANK YOU VERY MUCH!

QUESTIONS?

Please call our Information Center toll-free at 1-(877) 643-8217,

from 9:00 a.m. to 3:00 p.m., Central Time, Monday through Friday, except bank holidays.

 

 

 

PG3


REVOCABLE PROXY

 

 

SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF

PYRAMAX BANK, FSB

FOR A SPECIAL MEETING OF MEMBERS

TO BE HELD ON DECEMBER 21, 2018

The undersigned member of PyraMax Bank, FSB (the “Bank”) hereby appoints the full board of directors, with full powers of substitution, as attorneys-in-fact and agents for and in the name of the undersigned, to vote such votes as the undersigned may be entitled to vote at the Special Meeting of the Bank, to be held at the office of the Bank, 7001 W. Edgerton Avenue, Greenfield, Wisconsin, on December 21, 2018 at 1:00 p.m., Central Time, and at any adjournments thereof. They are authorized to cast all votes to which the undersigned is entitled as follows:

 

(1)

The approval of the PyraMax Bank, FSB Plan of Reorganization from a Mutual Savings Bank to a Mutual Holding Company and Stock Issuance Plan (the “Plan of Reorganization”), pursuant to which the Bank will reorganize into the mutual holding company structure (the “Reorganization”). As part of the Plan of Reorganization, the Bank will convert to a federal stock savings bank that will be wholly owned by 1895 Bancorp of Wisconsin, Inc., a to-be-formed federal corporation (the “Holding Company”). Pursuant to the Plan of Reorganization, the Holding Company will issue 55.0% of its to-be-outstanding shares of common stock to 1895 Bancorp of Wisconsin, MHC (the “Mutual Holding Company”), a to-be-formed federal mutual holding company, and will offer for sale to certain depositors of the Bank and others, 45.0% of its to-be-outstanding shares of common stock including the contribution of 1.0% of its to-be-outstanding shares to a charitable foundation being formed in connection with the Reorganization. A vote to approve the Plan of Reorganization includes a vote to approve the charter and bylaws of each of the Bank in stock form, the Holding Company and the Mutual Holding Company, including any anti-takeover provisions contained within these documents;

 

(2)

The establishment of 1895 Bancorp of Wisconsin Community Foundation (the “Charitable Foundation”), a Delaware non-stock corporation that will be dedicated to charitable purposes within the communities in which the Bank conducts its business, and the contribution to the foundation of 1.0% of the to-be-outstanding shares of the Holding Company’s common stock and $100,000 of cash in connection with the Reorganization; and

such other business as may properly come before the Special Meeting or any adjournment thereof. Management is not aware of any such other business.

VOTING FOR APPROVAL OF THE PLAN OF REORGANIZATION WILL ALSO INCLUDE APPROVAL OF THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE FORMATION OF THE STOCK SAVINGS BANK, THE TRANSFER OF THE MUTUAL SAVINGS BANK’S ASSETS AND LIABILITIES TO THE STOCK SAVINGS BANK, AND THE CONVERSION OF THE MUTUAL SAVINGS BANK’S CHARTER TO THAT OF A MUTUAL HOLDING COMPANY.

 

 

THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE GIVEN, THIS PROXY WILL BE VOTED FOR THE PROPOSALS STATED. IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, INCLUDING THE ADJOURNMENT OF THE MEETING, THIS PROXY WILL BE VOTED BY THE BOARD OF DIRECTORS IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.

 

(Continued on reverse side)

 

 

 

 

 

p Fold and detach the above Proxy Card here p

Your board of directors recommends that

you vote FOR” the approval of both proposals.

Your “FOR” Vote is Very Important!

NOT VOTING IS EQUIVALENT TO

VOTING AGAINST THE PROPOSALS.

PLEASE VOTE THE PROXY CARDS RECEIVED.

 

 

LOGO


 

LOGO

 

CONTROL NUMBER

     PROXY CARD
    
       FOR   AGAINST

Please vote by marking one of the following boxes:

1. The approval of the Plan of Reorganization from a Mutual Savings Bank to a Mutual Holding Company and Stock Issuance Plan, as described in the proxy statement.

   
2. The establishment of 1895 Bancorp of Wisconsin Community Foundation and the contribution to the foundation of 1.0% of the to-be-outstanding shares of the Holding Company’s common stock and $100,000 of cash in connection with the Reorganization.    

 

 

Votes will be cast in accordance with the Proxy. Should the undersigned be present and elect to vote at the Special Meeting or at any adjournment thereof and after notification to the Secretary of PyraMax Bank, FSB at said meeting of the member’s decision to terminate this Proxy, then the power of said attorney-in-fact or agents shall be deemed terminated and of no further force and effect.

The undersigned acknowledges receipt of a Notice of Special Meeting of Members and a Proxy Statement dated                     , 2018 prior to the execution of this Proxy.

 

 

PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE OR INSTEAD FOLLOW THE INSTRUCTIONS TO VOTE YOUR PROXY TODAY BY INTERNET OR TELEPHONE.

 

Signature:                                                                                                                                 Date:                           , 2018

 

NOTE: Only one signature is required in the case of a joint deposit account. Please sign exactly as your name appears on this proxy card. When signing as an attorney, executor, administrator or guardian, please give your full title. Corporations or partnership proxies should be signed by an authorized officer.

 

 

 

 

p Fold and detach the above Proxy Card here p

 

LOGO                  LOGO                  LOGO

YOUR VOTE IS IMPORTANT!

NOT VOTING IS THE EQUIVALENT TO VOTING “AGAINST” BOTH PROPOSALS.

PLEASE VOTE THE PROXY CARDS RECEIVED.

Internet and telephone voting are quick and simple ways to vote,

and are available through 11:59 P.M., Central Time, on December 20, 2018.

 

     
VOTE ONLINE     VOTE BY MAIL     VOTE BY PHONE
     
LOGO    

LOGO

   

LOGO

     

 

www.myproxyvotecounts.com

 

Use the Internet to vote your proxy. Have the Proxy Card in hand when you access the web site. You will need to enter online the 12 digit Control Number in the box above. (Each Proxy Card has a unique Control Number).

   

 

 

☑    Mark, sign and date your Proxy Card and return it in the enclosed Proxy Reply Envelope.

 

   

 

1-(866) 437-4667

 

Have your Proxy Card(s) in hand when you access the phone voting line. You will be prompted to enter your 12 digit control number, located in the shaded box above. Each Proxy Card has a unique control number.

If you vote by telephone or Internet you do NOT need to return your Proxy Card by mail.

 

 

LOGO


LOGO


SUBSCRIPTION AND COMMUNITY OFFERING STOCK ORDER ACKNOWLEDGEMENT LETTER

[1895 Bancorp of Wisconsin, Inc. Letterhead]

 

[Imprinted with Name & Address of Subscriber]

  

Date

STOCK ORDER ACKNOWLEDGEMENT

This letter is to acknowledge receipt of your order form to purchase common stock offered by 1895 Bancorp of Wisconsin, Inc. Please check the following information carefully to ensure that we have entered your order correctly. Each order is assigned an order priority described below. Acceptance of your order does not guarantee that you will receive the shares you have ordered. If there are not sufficient shares available to satisfy all subscriptions, the shares of common stock you will receive will be subject to the allocation provisions of the plan of reorganization and stock issuance plan, as well as other conditions and limitations described in the 1895 Bancorp of Wisconsin, Inc. Prospectus dated November         , 2018. Refer to pages          –          of the 1895 Bancorp of Wisconsin, Inc. Prospectus for further information regarding subscription priorities. Shares will be allocated first to categories in the subscription offering in the order of priority set forth below.

Following completion of the offering, allocation information, when available, will be released as soon as practicable on the following website: https://allocations.kbw.com/

 

Stock Registration (please review carefully)   

Other Order Information:

Name 1

   Batch#:

Name 2

   Order#:

Street 1

   Number of Shares Requested:

Street 2

   Offering Category:

City, State Zip

       (subject to verification; see descriptions below)

Ownership:

  

Social Security / Tax ID #:

  

Offering Category Descriptions:

SUBSCRIPTION OFFERING

 

 

Depositors of PyraMax Bank, FSB with aggregate balances of at least $50 at the close of business on March 15, 2017;

 

 

PyraMax Bank, FSB tax-qualified employee benefit plans;

 

 

Depositors of PyraMax Bank, FSB with aggregate balances of at least $50 at the close of business on September 30, 2018; and

 

 

Depositors of PyraMax Bank, FSB at the close of business on November 1, 2018.

COMMUNITY OFFERING

 

 

Residents of Milwaukee, Waukesha and Ozaukee Counties in Wisconsin; and

 

 

General Public.

Thank you for your order,

1895 BANCORP OF WISCONSIN, INC.

STOCK INFORMATION CENTER

1-(877) 643-8217.


FINAL REMINDER PROXYGRAM (if needed)

[PyraMax Bank, FSB Letterhead]

(Depending on vote status and number of days until the special meeting of depositors, this can be mailed. It can be personalized, as shown - or it can be a short, non-personalized version printed on a postcard. Both alternatives allow quick mailing and quick receipt of the vote, because proxy cards and return envelopes are not enclosed.)

Dear Depositor,

WE REQUEST YOUR VOTE.

Not voting the Proxy Card(s) we mailed to you has the same effect as voting “Against” the plan of reorganization and stock issuance plan and “Against” the establishment and funding of the charitable foundation.

YOUR BOARD OF DIRECTORS ASKS THAT YOU VOTE “FOR” BOTH PROPOSALS.

IF YOU HAVE NOT VOTED OR ARE UNSURE WHETHER YOU VOTED:

Please take a few minutes to call the number shown below. A representative of                 , our Independent Voting Agent, will record your confidential vote by phone. This is the quickest way to cast your vote. You do NOT need your Proxy Card in order to vote.

If you are unsure whether you voted, don’t worry. Your vote will not be counted twice.

VOTING HOTLINE:

 

                                             

1- ( )              -              (toll-free)

DAYS/HOURS:

Monday - Friday

         a.m. to          p.m., Central Time

I appreciate your participation.

Sincerely,

Richard B. Hurd

President and Chief Executive Officer


BRANCH LOBBY POSTER - VOTE

(This notice should be printed by PyraMax Bank, FSB, and should be placed in each branch lobby after the Stock Information Center opens. Position it in one or more ways: on an easel, on the front doors, on counters, at customer service/branch manager’s desk or electronically on the TVs in the branch).

HAVE YOU VOTED YET?

We would like to remind eligible depositors to vote on our plan of reorganization and stock issuance plan and the establishment and funding of the charitable foundation.

 

 

The reorganization will not result in changes to our staff or your account relationships with PyraMax Bank, FSB.

 

 

Your deposit accounts will continue to be insured by the FDIC, up to the maximum legal limits.

 

 

Voting does not obligate you to purchase shares of common stock during our stock offering.

Your board of directors recommends that you join them in voting “FOR” both proposals.

If you have questions about voting,

call our Information Center, toll-free,

at 1-(877) 643-8217,

from 9:00 a.m. to 3:00 p.m., Monday through Friday.

Our Information Center is closed on bank holidays.

[PyraMax Bank, FSB Logo]

This notice is neither an offer to sell nor a solicitation of an offer to buy shares of common stock. The offer is made only by the Prospectus. The shares of common stock are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.


BRANCH LOBBY POSTER – BUY (Optional)

******************************

OUR STOCK OFFERING EXPIRES DECEMBER 13, 2018

We are conducting an offering of shares of our common stock

UP TO 2,783,000 SHARES

COMMON STOCK

(subject to increase to 3,200,450 shares)

$10.00 Per Share

THIS OFFERING EXPIRES AT 1:00 P.M., CENTRAL TIME,

ON DECEMBER 13, 2018

******************************

If you have questions about the stock offering,

call our Stock Information Center, toll-free, at 1-(877) 643-8217,

from 9:00 a.m. to 3:00 p.m., Monday through Friday.

Our Stock Information Center is closed on bank holidays.

[PyraMax Bank, FSB Logo]

This notice is neither an offer to sell nor a solicitation of an offer to buy shares of common stock. The offer is made only by the Prospectus. These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.


FINAL BRANCH LOBBY POSTER (if needed)

[To encourage “late” voting. Tear-off phone number slips can accompany this poster. Generally, this poster is used after a Final Reminder Proxygram is mailed.]

PLEASE VOTE NOW!!!

YOU DO NOT NEED YOUR PROXY CARD IN ORDER TO VOTE.

TO PLACE YOUR CONFIDENTIAL VOTE BY PHONE:

Take a minute to call                                 , our

Independent Voting Agent, at 1-(        ) -        -        

(toll-free), Monday through Friday,

         a.m. to          p.m.

If you are unsure whether you voted, please call.

Your vote will not be counted twice!

YOUR BOARD OF DIRECTORS ASKS THAT YOU VOTE

FOR” THE PLAN OF REORGANIZATION AND STOCK

ISSUANCE PLAN AND “FOR” THE ESTABLISHMENT AND

FUNDING OF THE CHARITABLE FOUNDATION.

NOT VOTING HAS THE SAME EFFECT

AS VOTING “AGAINST” BOTH PROPOSALS.

THANK YOU!

[PyraMax Bank, FSB logo]

This notice is neither an offer to sell nor a solicitation of an offer to buy shares of common stock. The offer is made only by the Prospectus. The shares of common stock are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.


BANK STATEMENT ENCLOSURE - VOTE REMINDER SLIP - (Optional)

You may have received a large white envelope containing a Proxy Card to be used to vote on our organization’s plan of reorganization and stock issuance plan and the establishment and funding of the charitable foundation. If you have more than one eligible account, you will receive multiple packages. Please open each package and vote all the Proxy Cards received. If you have questions about voting, call our Information Center, toll-free, at 1-(877) 643-8217, Monday through Friday, from 9:00 a.m. to 3:00 p.m., Central Time.

[PyraMax Bank, FSB logo]


BANK WEBSITE VOTE REMINDER NOTICE – (Optional)

HAVE YOU VOTED YET?

YOUR VOTE IS IMPORTANT!

Eligible depositors as of November 1, 2018 were mailed Proxy Card(s) and other materials requesting them to cast votes regarding our plan of reorganization and stock issuance plan and the establishment and funding of the charitable foundation.

If you received Proxy Cards but have not voted, please vote by mail, or by following the telephone or Internet voting instructions on the Proxy Card. We hope that you will vote “FOR” both proposals as recommended by our board or directors. If you have questions about voting, please call our Information Center, toll-free, at 1-(877) 643-8217, Monday through Friday, from 9:00 a.m. to 3:00 p.m., Central Time.


BANK WEBSITE VOTING LINK – (Optional)

HAVE YOU VOTED YET?

Eligible depositors as of November 1, 2018 were mailed Proxy Card(s) and other materials requesting them to cast votes regarding our plan of reorganization and stock issuance plan and the establishment and funding of the charitable foundation. If you have not yet voted, a quick way to do so is to click on “Vote Now”. This will lead you to a confidential voting site.

VOTE NOW www.myproxyvotecounts.com

Thank you for taking a few minutes to cast your vote online. Have your Proxy Card(s) in hand so that you can enter online the 12 digit control number printed on your Proxy Card(s).


EMAIL VOTE REMINDER – (Optional)

(Email reminder is sent after the initial mailing, but before most people will have discarded materials)

HAVE YOU VOTED YOUR PROXY CARDS?

YOUR VOTE IS IMPORTANT TO US!

As a PyraMax Bank, FSB depositor on November 1, 2018, you recently were sent a large white envelope containing proxy materials requesting your vote on two proposals:

 

   

The approval of PyraMax Bank, FSB’s plan of reorganization and stock issuance plan

 

   

The establishment and funding of the charitable foundation

If you have not yet voted, please promptly vote each Proxy Card you received. None are duplicates! Below the Proxy Card are instructions to vote by telephone, Internet or by mail.

Without sufficient favorable votes, we cannot implement the proposals. NOT VOTING HAS THE SAME EFFECT AS VOTING “AGAINST” BOTH PROPOSALS.

 

 

Do you have questions?

Please call our Information Center, toll-free, at 1-(877) 643-8217, Monday through Friday, from 9:00 a.m. to 3:00 p.m., Central Time.

We appreciate your participation.


RECORDED MESSAGE TO HIGH VOTE CUSTOMERS

(This automatic dial message, meant to encourage eligible depositors to open offering/proxy packages, will be used one time - right after the initial packages are mailed)

“Hello - This is Richard Hurd, President and Chief Executive Officer of PyraMax Bank calling with a quick message. Within the next few days, you should expect to receive from us one or more packages about our stock offering and related materials which requests your vote on items of importance to our bank and our valued depositors. Please help us by opening each package you receive and voting PROMPTLY. The materials will include a phone number to call if you have questions.

Thank you for voting. We appreciate your business and look forward to continuing to serve you as a depositor of PyraMax Bank.”


TOMBSTONE NEWSPAPER ADVERTISEMENT- (Optional)

[Newspaper ads may be appropriate for some, not all, market areas]

1895 BANCORP OF WISCONSIN, INC. [LOGO]

Proposed Stock Holding Company

for PyraMax Bank, FSB

UP TO 2,783,000 SHARES

COMMON STOCK

(subject to increase to 3,200,450 shares)

$10.00 Per Share

Purchase Price

1895 Bancorp of Wisconsin, Inc. is conducting an offering of its common stock. Shares may be purchased directly from 1895 Bancorp of Wisconsin, Inc., without sales commission, during the offering period.

This offering expires at 1:00 p.m., Central Time, on December 13, 2018.

To receive a copy of the Prospectus and Stock Order Form,

call our Stock Information Center, toll-free, at 1-(877) 643-8217,

from 9:00 a.m. to 3:00 p.m., Central Time, Monday through Friday.

Our Stock Information Center is closed on bank holidays.

This advertisement is neither an offer to sell nor a solicitation of an offer to buy shares of common stock. The offer is made only by the Prospectus. These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.

EX-99.5 8 d613439dex995.htm EX-99.5 EX-99.5

Exhibit 99.5

 

 

  STOCK ORDER FORM    

For Internal Use Only

 

              
 

LOGO

 

SEND OVERNIGHT PACKAGES TO:

Stock Information Center

c/o Keefe, Bruyette & Woods

18 Columbia Turnpike, Suite 100

Florham Park, NJ 07932

Call us toll-free,

at 1-(877) 643-8217

    BATCH #                              ORDER #                           CATEGORY #                          
   
 

REC’D                                                                      O                              C                          

 

 
 

ORDER DEADLINE & DELIVERY: A Stock Order Form, properly completed and with full payment, must be received (not postmarked) prior to 1:00 p.m., Central Time, on December 13, 2018. Subscription rights will become void after the deadline. Stock Order Forms can be delivered by using the enclosed Stock Order Reply Envelope, by overnight delivery to the Stock Information Center address on this form or by hand-delivery to PyraMax Bank, FSB’s corporate office located at 7001 W. Edgerton Avenue, Greenfield, Wisconsin. Hand delivered stock order forms will only be accepted at this location. You may not deliver this form to our other PyraMax Bank, FSB offices. Do not mail Stock Order Forms to PyraMax Bank, FSB. Faxes or copies of this form are not required to be accepted.

 

 

    PLEASE PRINT CLEARLY AND COMPLETE ALL APPLICABLE SHADED AREAS. READ THE ENCLOSED STOCK ORDER FORM INSTRUCTIONS (BLUE SHEET) AS YOU COMPLETE THIS FORM.
    (1) NUMBER OF SHARES  

SUBSCRIPTION

PRICE PER SHARE

  (2) TOTAL PAYMENT DUE         

(4) METHOD OF PAYMENT – DEPOSIT ACCOUNT WITHDRAWAL

The undersigned authorizes withdrawal from the PyraMax Bank, FSB deposit account(s) listed below. There will be no early withdrawal penalty applicable for funds authorized on this form. Funds designated for withdrawal must be in the listed account(s) at the time this form is received. IRA and other retirement accounts held at PyraMax Bank, FSB and accounts with check-writing privileges may NOT be listed for direct withdrawal below.

 

   
          x $10.00 =   $                         .00           
   

Minimum Number of Shares: 25 ($250). Maximum Number of Shares: 10,000 ($100,000).

See Stock Order Form Instructions for more information regarding maximum number of shares.

          
          

 

For Internal Use Only

  

 

PyraMax Bank, FSB

Deposit Account Number

 

 

Withdrawal

Amount(s)

   
    (3) METHOD OF PAYMENT – CHECK OR MONEY ORDER           
                                    $                 .00       
    Enclosed is a personal check, bank check or money order payable to 1895 Bancorp of Wisconsin, Inc. in the amount of:   $                         .00                           $                 .00       
    Cash, wire transfers and third party checks will not be accepted for this purchase. Checks and money orders will be cashed upon receipt. PyraMax Bank, FSB line of credit checks may not be remitted as payment.             Total Withdrawal Amount             $                 .00       
                             ATTACH A SEPARATE PAGE IF ADDITIONAL SPACE IS NEEDED.        
(5) PURCHASER INFORMATION     ACCOUNT INFORMATION – SUBSCRIPTION OFFERING    

Subscription Offering. Check the one box that applies, as of the earliest eligibility date, to the purchaser(s) listed in Section 9:

 

a.  LOGO   Depositors of PyraMax Bank, FSB with aggregate balances of at least $50 at the close of business on March 15, 2017.

 

b.  LOGO   Depositors of PyraMax Bank, FSB with aggregate balances of at least $50 at the close of business on September 30, 2018.

 

c.  LOGO   Depositors of PyraMax Bank, FSB at the close of business on November 1, 2018.

 

CommunityOffering. If (a), (b) or (c) above do not apply to the purchaser(s) listed in Section 9, check the first box that applies to this order:

 

d.  LOGO   You are a resident of Milwaukee, Waukesha or Ozaukee county, Wisconsin.

 

e.  LOGO   You are placing an order in the Community Offering, but (d) above does not apply.

 

If you checked box (a), (b) or (c) under ‘‘Subscription Offering,’’ please provide the following information as of the eligibility date under which purchaser(s) listed in Section 9 below qualify in the Subscription Offering:

 

   

Account Title

(Name(s) on Account)

  

PyraMax Bank, FSB

Deposit Account Number

          
          
   

 

NOTE: NOT LISTING ALL ELIGIBLE ACCOUNTS, OR PROVIDING INCORRECT OR INCOMPLETE INFORMATION, COULD RESULT IN THE LOSS OF ALL OR PART OF ANY SHARE ALLOCATION. ATTACH A SEPARATE PAGE IF ADDITIONAL SPACE IS NEEDED.

 

(6) MANAGEMENT Check if you are an 1895 Bancorp of Wisconsin, MHC, 1895 Bancorp of Wisconsin, Inc. or PyraMax Bank, FSB:    

LOGO     Director     LOGO     Officer     LOGO     Employee     LOGO     Immediate family member, as defined in the Stock Order Form Instructions

 

   
    (7) MAXIMUM PURCHASER IDENTIFICATION    
   

 

LOGO    Check here if you, individually or together with others (see Section 8), are subscribing in the Subscription Offering for the maximum purchase allowed and are interested in purchasing more shares if the maximum purchase limitation(s) is/are increased. If you do not check the box, you will not be contacted and resolicited in the event the maximum purchase limitations are increased.

   
    (8) ASSOCIATES/ACTING IN CONCERT    
   

LOGO    Check here if you, or any associate or persons acting in concert with you, have submitted other orders for shares in the Subscription Offering. If you check the box, list below all other orders submitted by you or your associates or by persons acting in concert with you. (this item 8, including definitions used herein, continued on reverse side of this form)

   
        Name(s) listed in Section 9 on other Stock Order Forms   Number of shares       Name(s) listed in Section 9 on other Stock Order Forms   Number of shares    
           
                       
           
                       
                         
   

(9) STOCK REGISTRATION The name(s) and address that you provide below will be reflected on your stock ownership statement, and will be used for other communications related to this order. Please PRINT clearly and use full first and last name(s), not initials. If purchasing in the Subscription Offering, you may not add the name(s) of persons/entities who do not have subscription rights or who qualify only in a lower purchase priority than yours. See Stock Order Form Instructions for further guidance.

 

   
    LOGO   Individual   LOGO   Tenants in Common  

LOGO   Uniform Transfers to Minors Act (for reporting SSN, use minor’s)

            FOR TRUSTEE/BROKER USE ONLY:    
    LOGO   Joint Tenants   LOGO   Corporation   LOGO   Partnership   LOGO   Trust – Under Agreement Dated                            LOGO   Other                             LOGO   IRA (SSN of Beneficial Owner)             -            -                 
      First Name, Middle Initial, Last Name   Reporting SSN/Tax ID No.    
      First Name, Middle Initial, Last Name   SSN/Tax ID No.    
      Street   Daytime Phone #    
      City   State   Zip   County (Important)   Evening Phone #    
                         
    (10) ACKNOWLEDGMENT AND SIGNATURE(S)    
    I understand that, to be effective, this form, properly completed, together with full payment, must be received prior to 1:00 p.m., Central Time, on December 13, 2018, otherwise this form and all subscription rights will be void. (continued on reverse side of this form)    
   

   ORDER NOT VALID UNLESS SIGNED   Á

   
   

ONE SIGNATURE REQUIRED, UNLESS SECTION 4 OF THIS FORM INCLUDES ACCOUNTS REQUIRING MORE THAN ONE SIGNATURE TO AUTHORIZE

WITHDRAWAL. IF SIGNING AS A CUSTODIAN, TRUSTEE, CORPORATE OFFICER, ETC., PLEASE INCLUDE YOUR FULL TITLE.

   
                
    Signature (title, if applicable)  

Date

     Signature (title, if applicable)    Date    
                           

(over)  

 


STOCK ORDER FORM – SIDE 2

(8) ASSOCIATES/ACTING IN CONCERT (continued from front of Stock Order Form)

Associate – The term “associate” of a person means:

 

  (1)

any corporation or organization, other than 1895 Bancorp of Wisconsin, MHC, 1895 Bancorp of Wisconsin, Inc. or PyraMax Bank, FSB or a majority-owned subsidiary of these entities, of which the person is a senior officer or partner, or beneficial owns, directly or indirectly, 10% or more of any class of equity securities of the corporation or organization;

  (2)

any trust or other estate in which the person has a substantial beneficial interest in the trust or estate or is a trustee or fiduciary of the trust or estate except the term “associate” does not include any tax-qualified employee plan; and

  (3)

any person who is related by blood or marriage to such person and (1) who is a director or senior officer of 1895 Bancorp of Wisconsin, MHC, 1895 Bancorp of Wisconsin, Inc. or PyraMax Bank, FSB or a subsidiary thereof.

Acting in concert – The term “acting in concert” means:

 

  (1)

knowing participation in a joint activity or interdependent conscious parallel action towards a common goal whether or not pursuant to an express agreement; or

  (2)

a combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise.

A person or company that acts in concert with another person or company (“other party”) shall also be deemed to be acting in concert with any person or company who is also acting in concert with that other party, except that any tax-qualified employee plan will not be deemed to be acting in concert with its trustee or a person who serves in a similar capacity solely for the purpose of determining whether stock held by the trustee and stock held by the plan will be aggregated.

Persons or companies who file jointly a Schedule 13D or Schedule 13G with any regulatory agency will be deemed to be acting in concert.

The board of directors are not treated as associates of each other solely because of their membership on the board of directors. We have the right to determine, in our sole discretion, whether prospective purchasers are associates or acting in concert. Persons having the same address and persons exercising subscription rights through qualifying accounts registered to the same address will be subject to this overall purchase limitation.

Please see the Prospectus section entitled “The Reorganization and Offering – Offering of Common Stock – Limitations on Purchase of Shares” for more information on purchase limitations.

(10) ACKNOWLEDGMENT AND SIGNATURE(S) (continued from front of Stock Order Form)

I agree that, after receipt by 1895 Bancorp of Wisconsin, Inc., this Stock Order Form may not be modified or canceled without 1895 Bancorp of Wisconsin, Inc.’s consent, and that if withdrawal from a deposit account has been authorized, the authorized amount will not otherwise be available for withdrawal. Under penalty of perjury, I certify that (1) the Social Security or Tax ID information and all other information provided hereon are true, correct and complete, (2) I am purchasing shares solely for my own account and that there is no agreement or understanding regarding the sale or transfer of such shares, or my right to subscribe for shares, and (3) I am not subject to backup withholding tax [cross out (3) if you have been notified by the IRS that you are subject to backup withholding]. I acknowledge that my order does not conflict with the overall purchase limitation of $150,000 in all categories of the offering combined, for any person or entity, together with any associate or group of persons acting in concert, as set forth in the plan of reorganization and stock issuance plan, and the Prospectus dated November     , 2018.

Subscription rights pertain to those eligible to subscribe in the Subscription Offering. Subscription rights are only exercisable by completing and submitting a Stock Order Form, with full payment for the shares subscribed for. Federal regulations prohibit any person from transferring or entering into any agreement directly or indirectly to transfer the legal or beneficial ownership of subscription rights, or the underlying securities, to the account of another.

I ACKNOWLEDGE THAT THE SHARES OF COMMON STOCK ARE NOT DEPOSITS OR ACCOUNTS AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

If anyone asserts that the shares of common stock are federally insured or guaranteed, or are as safe as an insured deposit, I should call the Board of Governors of the Federal Reserve System at (202) 452-3000.

I further certify that, before subscribing for shares of the common stock of 1895 Bancorp of Wisconsin, Inc., I received the Prospectus dated November     , 2018, and I have read the terms and conditions described in the Prospectus, including disclosure concerning the nature of the security being offered and the risks involved in the investment, described by 1895 Bancorp of Wisconsin, Inc. in the “Risk Factors” section, beginning on page     . Risks include, but are not limited to the following:

Risks Related to Our Business

 

  1.

We have a substantial amount of commercial real estate and commercial loans, and intend to continue to increase originations of these types of loans. These loans involve credit risks that could adversely affect our financial condition and results of operations.

  2.

Our portfolio of loans with a higher risk of loss is increasing, which may lead to additional provisions for loan losses or charge-offs, which would reduce our profits or cause losses.

  3.

The level of our commercial real estate loan portfolio may subject us to additional regulatory scrutiny.

  4.

Our business strategy includes managed growth, and our financial condition and results of operations could be negatively affected if we fail to grow or fail to manage our growth effectively. Growing our operations could also cause our expenses to increase faster than our revenues.

  5.

Our utilization of time deposits, including brokered certificates of deposit, as a source of funds for loans and our other liquidity needs could have an adverse effect on our operating results.

  6.

Our cost of operations is high relative to our revenues.

  7.

Costs related to our self-insured healthcare coverage may adversely affect our results of operations and financial condition.

  8.

We face additional risks due to our mortgage banking activities that could negatively impact net income and liquidity.

  9.

We depend on our management team to implement our business strategy and execute successful operations and we could be harmed by the loss of their services.

  10.

If our allowance for loan losses is not sufficient to cover actual loan losses, our earnings could decrease.

  11.

We may be adversely affected by recent changes in U.S. tax laws.

  12.

A worsening of economic conditions in our market area could reduce demand for our products and services and/or result in increases in our level of non-performing loans, which could adversely affect our operations, financial condition and earnings.

  13.

Our size makes it more difficult for us to compete.

  14.

We face significant operational risks because the financial services business involves a high volume of transactions and because of our reliance on technology.

  15.

Our information technology systems may be subject to failure, interruption or security breaches.

  16.

Future changes in interest rates could reduce our profits and asset values.

  17.

Strong competition within our market areas may limit our growth and profitability.

  18.

Changes in laws and regulations and the cost of regulatory compliance with new laws and regulations may adversely affect our operations and/or increase our costs of operations.

  19.

Non-compliance with the USA PATRIOT Act, Bank Secrecy Act, or other laws and regulations could result in fines or sanctions.

  20.

We have become subject to more stringent capital requirements, which may adversely impact our return on equity, require us to raise additional capital, or limit our ability to pay dividends or repurchase shares.

  21.

The cost of additional finance and accounting systems, procedures, compliance and controls in order to satisfy our new public company reporting requirements will increase our expenses.

  22.

Changes in accounting standards could affect reported earnings.

  23.

Changes in management’s estimates and assumptions may have a material impact on our consolidated financial statements and our financial condition or operating results.

  24.

Legal and regulatory proceedings and related matters could adversely affect us.

  25.

We are subject to environmental liability risk associated with lending activities or properties we own.

  26.

We are a community bank and our ability to maintain our reputation is critical to the success of our business and the failure to do so may materially adversely affect our performance.

Risks Related to the Offering

 

  27.

The future price of our common stock may be less than the purchase price in the offering.

  28.

The capital we raise in the offering may negatively impact our return on equity until we can fully implement our business plan. This could negatively affect the trading price of our shares of common stock.

  29.

We have broad discretion in using the proceeds of the offering. Our failure to effectively deploy the net proceeds of the offering may have an adverse effect on our financial performance and the value of our common stock.

  30.

There may be a limited trading market in our common stock, which would hinder your ability to sell our common stock and may lower the market price of the stock.

  31.

Our stock-based benefit plans will increase our costs, which will reduce our net income.

  32.

The implementation of a stock-based benefit plan may dilute your ownership interest.

  33.

Persons who purchase stock in the offering will own a minority of 1895 Bancorp of Wisconsin, Inc.’s common stock and will not be able to exercise voting control over most matters put to a vote of stockholders.

  34.

Our stock value may be negatively affected by our mutual holding company structure and federal regulations restricting takeovers.

  35.

The corporate governance provisions in our charter and bylaws may prevent or impede the holders of a minority of our common stock from obtaining representation on our board of directors and may also prevent or impede a change in control.

  36.

Our management team has limited experience managing a public company, and regulatory compliance may divert its attention from the day-to-day management of our business.

  37.

You may not receive dividends on our common stock.

  38.

Under current law, if we declare dividends on our common stock, 1895 Bancorp of Wisconsin, MHC will be restricted from waiving the receipt of dividends.

  39.

You may not be able to sell your shares of common stock until you have received a statement reflecting ownership of shares, which will affect your ability to take advantage of changes in the stock price immediately following the offering.

  40.

We are an emerging growth company, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors.

Risks Related to the Charitable Foundation

 

  41.

The contribution to the charitable foundation will dilute your ownership interest and adversely affect net income in 2019.

  42.

Our contribution to the charitable foundation may not be tax deductible, which could reduce our profits.

By executing this form, the investor is not waiving any rights under federal or state securities laws, including the Securities Act of 1933 and the Securities Exchange Act of 1934.

ç See Front of Stock Order Form

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