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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

	For the quarterly period ended June 30, 2022.

OR

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

	For the transition period from to .

Commission file number: 001-39182

FFBW, INC.

(Exact name of registrant as specified in its charter)

Maryland		37-1962248
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

1360 South Moorland Road		53005
Brookfield, Wisconsin
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (262) 542-4448

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



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	FFBW	The NASDAQ Stock Market, LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). YES ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐

Non-accelerated filer ☒	Smaller reporting company ☒

Emerging growth company ☒

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

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ☐ NO ☒

As of August 9, 2022 there were 5,787,623 issued and outstanding shares of the Registrant’s Common Stock.

Table of Contents

FFBW, Inc.

Form 10-Q

Index


		Page
Part I. Financial Information		4

Item 1.	Financial Statements	4

	Balance Sheets as of June 30, 2022 (unaudited) and December 31, 2021	4

	Statements of Income for the Three and Six Months Ended June 30, 2022 and 2021 (unaudited)	5

	Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2022 and 2021 (unaudited)	6

	Statements of Changes in Equity for the Six Months Ended June 30, 2022 and 2021 (unaudited)	7

	Statements of Cash Flows for the Six Months Ended June 30, 2022 and 2021 (unaudited)	8

	Notes to Financial Statements (unaudited)	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	39

Item 4.	Controls and Procedures	39

Part II. Other Information		40

Item 1.	Legal Proceedings	40

Item 1A.	Risk Factors	40

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40

Item 3.	Defaults upon Senior Securities	41

Item 4.	Mine Safety Disclosures	41

Item 5.	Other Information	41

Item 6.	Exhibits	42

	Signature Page	43

Table of Contents

Part I. – Financial Information

Item 1. Financial Statements

FFBW, Inc.

Balance Sheets

June 30, 2022 (Unaudited) and December 31, 2021

(In thousands, except share data)


	June 30,		December 31,
	2022		2021
Assets
Cash and due from banks	$	30,887	$	52,483
Fed funds sold		11,427		14,519
Cash and cash equivalents		42,314		67,002
Available for sale securities, stated at fair value		50,274		48,398
Loans held for sale		—		500
Loans, net of allowance for loan and lease losses of $2,433 and $2,430, respectively		217,405		222,104
Premises and equipment, net		5,942		5,506
Other equity investments		1,438		1,353
Accrued interest receivable		816		813
Cash value of life insurance		10,165		10,029
Other assets		2,072		1,372
TOTAL ASSETS	$	330,426	$	357,077


Liabilities and Equity

Deposits	$	243,159	$	255,250
Advance payments by borrowers for taxes and insurance		920		102
FHLB advances		1,500		6,500
Accrued interest payable		100		7
Other liabilities		891		1,246
Total liabilities	$	246,570	$	263,105
Preferred stock ($0.01 par value, 50,000,000 authorized, no shares issued or outstanding as of June 30, 2022 and December 31, 2021, respectively)	$	—	$	—
Common stock ($0.01 par value, 100,000,000 authorized, 6,005,932 and 6,734,970 issued and outstanding as of June 30, 2022 and December 31, 2021, respectively)		60		67
Additional paid in capital		49,414		58,273
Unallocated common stock of Employee Stock Ownership Plan ("ESOP") (535,215 and 550,509 shares at June 30, 2022 and December 31, 2021, respectively)		(5,353)		(5,506)
Retained earnings		41,571		40,365
Accumulated other comprehensive income (loss), net of income taxes		(1,836)		773
Total equity	$	83,856	$	93,972
TOTAL LIABILITIES AND EQUITY	$	330,426	$	357,077

See accompanying notes to financial statements.

Table of Contents

FFBW, Inc.

Statements of Income

Three and Six Months Ended June 30, 2022 and 2021 (Unaudited)

(In thousands, except per share data)


	Three months ended				Six months ended
	June 30,				June 30,
	2022		2021		2022		2021
Interest and dividend income:
Loans, including fees	$	2,667	$	2,598	$	5,198	$	5,470
Securities
Taxable		245		174		455		413
Tax-exempt		48		48		94		94
Other		81		23		104		32

Total interest and dividend income		3,041		2,843		5,851		6,009

Interest expense:
Interest-bearing deposits		191		248		382		497
Borrowed funds		7		17		13		34

Total interest expense		198		265		395		531

Net interest income		2,843		2,578		5,456		5,478
Provision for loan losses		—		—		—		—

Net interest income after provision for loan losses		2,843		2,578		5,456		5,478

Noninterest income:
Service charges and other fees		158		111		291		227
Net gain on sale of loans		—		59		31		220
Increase in cash surrender value of insurance		69		65		136		118
Other noninterest income		27		25		54		50

Total noninterest income		254		260		512		615

Noninterest expense:
Salaries and employee benefits		1,308		1,386		2,559		2,748
Occupancy and equipment		269		234		559		526
Data processing		209		258		386		595
Technology		62		63		123		119
Foreclosed assets		—		—		—		1
Professional fees		162		109		280		215
Other noninterest expense		230		232		450		481

Total noninterest expense		2,240		2,282		4,357		4,685

Income before income taxes		857		556		1,611		1,408
Provision for income taxes		218		104		405		286

Net income	$	639	$	452	$	1,206	$	1,122

Earnings per share
Basic	$	0.11	$	0.07	$	0.21	$	0.17
Diluted	$	0.11	$	0.07	$	0.21	$	0.17

See accompanying notes to financial statements.

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FFBW, Inc.

Statements of Comprehensive Income (Loss)

Three and Six Months Ended June 30, 2022 and 2021, (Unaudited)

(In thousands)


	Three months ended				Six months ended
	June 30,				June 30,
	2022		2021		2022		2021
Net income	$	639	$	452	$	1,206	$	1,122
Other comprehensive income (loss):
Unrealized holding gains (losses) arising during the period		(1,286)		57		(3,574)		(516)
Reclassification adjustment for (gains) losses realized in net income		—		—		—		—
Other comprehensive income (loss) before tax effect		(1,286)		57		(3,574)		(516)
Tax effect of other comprehensive income (loss) items		347		(16)		965		153
Other comprehensive income (loss), net of tax		(939)		41		(2,609)		(363)
Comprehensive income (loss)	$	(300)	$	493	$	(1,403)	$	759

See accompanying notes to financial statements.

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FFBW, Inc.

Statements of Changes in Equity

For the Six Months Ended June 30, 2022 and 2021, (Unaudited)

(In thousands, except share data)


						Unallocated				Accumulated
	Number			Additional		Common				Other
	of	Common		Paid-In		Stock of		Retained		Comprehensive
	Shares	Stock		Capital		ESOP		Earnings		Income (Loss)		Total
Balance at December 31, 2020	7,695,214	$	77	$	69,090	$	(5,811)	$	38,382	$	1,527	$	103,265
Net income	—		—		—		—		670		—		670
ESOP shares committed to be released (7,647 shares)	—		—		6		76		—		—		82
Stock based compensation expense	—		—		81		—		—		—		81
Repurchase of common stock	(408,753)		(4)		(4,614)		—		—		—		(4,618)
Other comprehensive loss	—		—		—		—		—		(404)		(404)
Balance at March 31, 2021	7,286,461	$	73	$	64,563	$	(5,735)	$	39,052	$	1,123	$	99,076
Net income	—		—		—		—		452		—		452
ESOP shares committed to be released (15,294 shares)	—		—		9		76		—		—		85
Stock based compensation expense	10,712		—		101		—		—		—		101
Repurchase of common stock	(263,140)		(3)		(2,983)		—		—		—		(2,986)
Other comprehensive income	—		—		—		—		—		41		41
Balance at June 30, 2021	7,034,033	$	70	$	61,690	$	(5,659)	$	39,504	$	1,164	$	96,769

Balance at December 31, 2021	6,734,970	$	67	$	58,273	$	(5,506)	$	40,365	$	773	$	93,972
Net income	—		—		—		—		567		—		567
ESOP shares committed to be released (7,647 shares)	—		—		15		77		—		—		92
Stock based compensation expense	—		—		108		—		—		—		108
Repurchase of common stock	(480,769)		(5)		(5,878)		—		—		—		(5,883)
Other comprehensive loss	—		—		—		—		—		(1,670)		(1,670)
Balance at March 31, 2022	6,254,201	$	62	$	52,518	$	(5,429)	$	40,932	$	(897)	$	87,186
Net income	—		—		—		—		639		—		639
ESOP shares committed to be released (15,294 shares)	—		—		15		76		—		—		91
Stock based compensation expense	17,500		—		120		—		—		—		120
Repurchase of common stock	(265,769)		(2)		(3,239)		—		—		—		(3,241)
Other comprehensive loss	—		—		—		—		—		(939)		(939)
Balance at June 30, 2022	6,005,932	$	60	$	49,414	$	(5,353)	$	41,571	$	(1,836)	$	83,856

See accompanying notes to financial statements.

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FFBW, Inc.

Statements of Cash Flows

For the Six Months Ended June 30, 2022 and 2021 (Unaudited)

(In thousands)


	Six months ended
	June 30,
	2022		2021
Increase (decrease) in cash and cash equivalents:
Cash flows from operating activities:
Net income	$	1,206	$	1,122
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		149		147
Net accretion of loan portfolio discount and amortization of deposit premium		11		223
Net amortization on securities available for sale		174		290
Loss on sales and impairments of foreclosed assets		—		2
Increase in cash surrender value of life insurance		(136)		(118)
ESOP compensation		183		167
Stock based compensation		228		182
Changes in operating assets and liabilities:
Accrued interest receivable		(3)		208
Loans held for sale		500		1,235
Other assets		217		391
Accrued interest payable		93		156
Other liabilities		(355)		(325)
Net cash provided by operating activities	$	2,267	$	3,680
Cash flows from investing activities:
Maturities, calls, paydowns on available for sale securities	$	3,520	$	12,384
Purchases of available for sale securities		(9,229)		(400)
Net change in loans		4,735		17,029
Purchases of premises and equipment		(584)		(67)
Purchase of life insurance		—		(2,500)
Proceeds from sale of foreclosed assets		—		122
Net cash provided by (used in) investing activities	$	(1,558)	$	26,568
Cash flows from financing activities:
Net change in deposits and advance payments	$	(11,273)	$	19,297
Repayments of FHLB advances		(5,000)		(4,000)
Proceeds from FHLB advances		—		5,000
Repurchase of common stock		(9,124)		(7,604)
Net cash (used in) provided by financing activities	$	(25,397)	$	12,693
Net change in cash and cash equivalents	$	(24,688)	$	42,941
Cash and cash equivalents at beginning		67,002		41,479
Cash and cash equivalents at end	$	42,314	$	84,420

Supplemental Cash Flow Disclosures:
Cash paid for interest	$	303	$	375
Cash paid for income taxes		242		815

See accompanying notes to financial statements

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FFBW, Inc.

Form 10-Q

Notes to Financial Statements (Unaudited – In thousands, except share data)

NOTE 1 – Basis of Presentation

The accompanying unaudited consolidated financial statements of FFBW, Inc. and its wholly-owned subsidiary, First Federal Bank of Wisconsin, (collectively the “Company”) were prepared in accordance with instructions for Form 10-Q and Regulation S-X and do not include information or footnotes necessary for a complete presentation of financial condition, results of operations, comprehensive income, changes in equity and cash flows in conformity with accounting principles generally accepted in the United States of America.

In the opinion of management, all adjustments necessary for a fair presentation of the financial statements have been included. The results of operations for the three and six month period ended June 30, 2022 are not necessarily indicative of the results which may be expected for the entire year. These statements should be read in conjunction with the Financial Statements and notes thereto for the year ended December 31, 2021 filed with the U.S. Securities and Exchange Commission (“SEC”) as part of FFBW, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2021.

In preparing the financial statements, the Company is required to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. The financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the Company’s financial condition, results of operations, comprehensive income, changes in shareholders’ equity and cash flows for the interim periods presented. These adjustments are of a normal recurring nature and include appropriate estimated provisions.

NOTE 2 - Summary of Significant Accounting Policies

Organization

FFBW, Inc. (the “Company”), a Maryland corporation, is a publicly traded stock holding company. The Company provides a variety of financial services to individual and coporate customers through its wholly owned subsidiary, First Federal Bank of Wisconsin (the “Bank”). The Bank is a community bank headquartered in Waukesha, Wisconsin, with offices in Waukesha, Brookfield and the South Side of Milwaukee.

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, the valuation of other real estate owned and the valuation of deferred income tax assets.

Revenue Recognition

Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers ("ASC 606"), establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity's contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied.

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The majority of the Company's revenue-generating transactions are not subject to ASC 606, including all interest and dividend income generated from financial instruments. Certain noninterest income items, including loan servicing income, gain on sales of loans, gain on sales of securities, and other noninterest income have been evaluated and were determined to not fall within the scope of ASC 606. Elements of noninterest income that are within the scope of ASC 606, are as follows:

Service charges and other fees - The Company earns fees from its deposit customers for transaction-based, account maintenance, and overdraft services. Management reviewed the deposit account agreements and determined that the agreements can be terminated at any time by either the Company or the account holder. Transaction fees, such as balance transfers, wires and overdraft charges are settled the day the performance obligation is satisfied. The Company's monthly service charges and maintenance fees are for services provided to the customer on a monthly basis and are considered a series of services that have the same pattern of transfer each month. The review of service charges assessed on deposit accounts included the amount of variable consideration that is a part of the monthly charges. It was found that the waiver of service charges due to insufficient funds and dormant account fees is immaterial and would not require a change in the accounting treatment for these fees under the new revenue standards.

Interchange fees - Customers use a Bank-issued debit card to purchase goods and services, and the Company earns interchange fees on those transactions, typically a percentage of the sale amount of the transaction. The Company records the amount due when it receives the settlement from the payment network. Payments from the payment network are received and recorded into income on a daily basis. These fees are included in “service charges and other fees” on the Statements of Income. There are no contingent debit card interchange fees recorded by the Company that could be subject to a clawback in future periods.

Cash and Cash Equivalents

For purposes of reporting cash flows, cash and cash equivalents include cash and balances due from banks, non-maturity deposits in the Federal Home Loan Bank of Chicago (FHLB), and fed funds sold. The Company has not experienced any losses in such accounts.

Available for Sale Securities

Securities classified as available for sale are those securities that the Company 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 Company’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 Company to retain its investment in the issuer for a period of time sufficient enough to allow for any anticipated recovery in fair value.

Loans Acquired in a Transfer

The Company acquires loans (including debt securities) individually and in groups or portfolios. These loans are initially measured at fair value with no allowance for loan losses. The Company’s allowance for loan losses on all acquired loans reflect only those losses incurred subsequent to acquisition.

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Certain acquired loans may have experienced deterioration of credit quality between origination and the Company’s acquisition of the loans. At acquisition, the Company reviews each loan to determine whether there is evidence of deterioration of credit quality since origination and if it is probable that the Company will be unable to collect all amounts due according to the loan’s contractual terms. If both conditions exist, the Company determines whether each such loan is to be accounted for individually or whether such loans will be assembled into pools of loans based on common risk characteristics (for example, credit score, loan type, and date of origination). The Company considers expected prepayments and estimates the amount and timing of undiscounted principal, interest, and other cash flows expected at acquisition for each loan and aggregated pool of loans. The excess of the loan’s or pool’s scheduled contractual principal and interest payments over all cash flows expected at acquisition is calculated as the nonaccretable difference. The excess of cash flows expected to be collected over the fair value of each loan or pool (accretable yield) is accreted into interest income over the remaining life of the loan or pool.

At each reporting date, the Company continues to estimate cash flows expected to be collected for each loan or pool. If expected cash flows have decreased from the acquisition date estimate, the Company recognizes an allowance for loan losses. If expected cash flows have increased from the acquisition date estimate, the Company increases the amount of accretable yield to be recognized as interest income over the remaining life of the loan or pool.

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. Mortgage loans held for sale are sold with the mortgage servicing rights released by the Company. 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.

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 Company 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:

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Commercial development: These loans are secured by vacant land and/or property that are in the process of improvement. 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. Construction loans include not only construction of new structures, but loans originated to finance additions to or alterations of existing structures. Until a permanent loan originates, or payoff occurs, all commercial construction loans secured by real estate are reported in this loan pool. Development loans also have the risk that improvements will not be completed on time, or in accordance with specifications and projected costs.

Commercial real estate: These loans are primarily secured by office and industrial buildings, warehouses, small retail shopping facilities, and various special purpose properties, including restaurants. These loans are subject to underwriting standards and processes similar to commercial and industrial loans. Loans to closely held businesses are generally guaranteed in full by the owners of the business. These loans are viewed primarily as cash flow loans and the repayment of these loans is largely dependent on the successful operation of the property. The cash flows of the borrowers, however, may not behave as forecasted and collateral securing loans may fluctuate in value due to the general economic factors or conditions specific to the real estate market, such as geographic location and/or purpose type.

Commercial and industrial: Commercial and industrial loans are extended primarily to small and middle market customers. Such credits typically comprise working capital loans, asset acquisition loans, and loans for other business purposes. Loans to closely held businesses are generally guaranteed in full by the owners of the business. Commercial and industrial loans are made based primarily on the historical and projected cash flow of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of the borrowers, however, may not behave as forecasted and collateral securing loans may fluctuate in value due to economic or individual performance factors. Minimum standards and underwriting guidelines have been established for commercial and industrial loans.

One-to-four family owner-occupied: 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. Also included in this category are junior liens on one-to-four family residential properties. Underwriting standards for one-to-four 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.

One-to-four family investor-owned: These loans may be to individuals or businesses and are subject to underwriting standards and processes similar to commercial and industrial loans. These loans are viewed primarily as cash flow loans and the repayment of these loans is largely dependent on the successful operation of the property(ies). The cash flows of the borrowers, however, may not behave as forecasted and collateral securing loans may fluctuate in value due to the general economic factors or conditions specific to the real estate market, such as geographic location and/or purpose type.

Multifamily real estate: These loans include loans to finance non-farm properties with five or more units in structures primarily to accommodate households. Such credits are typically originated to finance the acquisition or refinancing of an apartment building. These loans are subject to underwriting standards and processes similar to commercial and industrial loans. Loans to closely held businesses are generally guaranteed in full by the owners of the business. These loans are viewed primarily as cash flow loans and the repayment of these loans is largely dependent on the successful operation of the subject multifamily property, with assumptions made for vacancy rates. Cash flows of the borrowers rely on the receipt of rental income from the tenants of the property who are themselves subject to fluctuations in national and local economic conditions and unemployment trends.

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. 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.

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Management regularly evaluates the allowance for loan losses using the Company’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.

A loan is impaired when, based on current information, it is probable that the Company 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 Company 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 Company 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.

Foreclosed Assets

Assets acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at fair value, less costs to sell, 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 expenses from foreclosed assets.

Premises and Equipment

Depreciable assets are stated at cost less accumulated depreciation. Provisions for depreciation are computed on straight-line and accelerated methods over the estimated useful lives of the assets.

Other Equity Investments

Other Equity Investments consist of Federal Home Loan Bank of Chicago (“FHLB”) stock and Bankers’ Bank stock. The Company's investment in the FHLB stock is carried at cost, which approximates fair value. The Company is required to hold the stock as a member of the FHLB and transfer of the stock is substantially restricted. The stock is evaluated for impairment on an annual basis. The Company is required to adjust its reported value of Bankers’ Bank stock, which is considered an equity security without a readily determinable market value, if a comparable transaction is observed.

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

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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 Company 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 Company has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements.

The Company’s policy is to recognize interest and penalties related to income tax issues as components of income tax expense. During the periods shown, the Company did not recognize any interest or penalties related to income tax expense in its statements of operations.

Transfers of Financial Assets

Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

Advertising

Advertising costs are expensed as incurred.

Other Comprehensive Income (Loss)

Other comprehensive income (loss) is shown on the statements of comprehensive income (loss). The Company’s accumulated other comprehensive income (loss) is composed of the unrealized gains (losses) on securities available for sale, net of tax and is shown on the statements of changes in equity. Reclassification adjustments out of other comprehensive income (loss) for gains/losses realized on sales of securities available for sale comprise the entire balance of “net gain/loss on sale of securities” on the statements of income.

Off-Balance Sheet Financial Instruments

In the ordinary course of business, the Company has entered into off-balance-sheet financial instruments consisting of 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.

Life Insurance

The Company has purchased life insurance policies on certain key members of the management team. Life insurance is measured at the amount that could be realized under the insurance contract as of the balance sheet date, which is generally the cash surrender value of the policy.

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Recent Accounting Pronouncements

The Company qualifies as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). For as long as the Company is an emerging growth company, it may choose to take advantage of exemptions from various reporting requirements applicable to other public companies. 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. The Company has elected to use the extended transition period described above and intends to maintain its emerging growth company status as allowed under the JOBS Act.

The following ASUs have been issued by the FASB and may impact the Company's financial statements in future reporting periods:

ASU No. 2016-13, “Credit Losses (Topic 326).”

ASU No. 2019-04, “Codification Improvements to Topic 326.”

ASU No. 2019-05, “Financial Instruments-Credit Losses.”

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, 2022. Early adoption will be permitted for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently assessing the impact of adopting ASU 2016-13 on its financial statements.

ASU No. 2016-02, “Leases (Topic 842): Amendments to the Leases Analysis.”

ASU No. 2018-10, "Codification Improvements to Topic 842."

ASU No. 2018-11, "Targeted Improvements"

For lessees, Topic 842 requires leases to be recognized on the balance sheet, along with disclosure of key information about leasing arrangements. Topic 842 was subsequently amended by ASU 2018-01, 2018-10 and 2018-11. The new standard establishes a right-of-use (ROU) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification expense recognition in the income statement.

For lessors, Topic 842 requires lessors to classify leases as sales-type, direct financing or operating leases. A lease is a sales-type lease if any one of five criteria are met, each of which indicate that the lease, in effect, transfers control of the underlying asset to the lessee. If none of those five criteria are met, but two additional criteria are both met, indicating the lessor has transferred substantially all the risks and benefits of the underlying asset to the lessee and a third party, the lease is a direct financing lease. All leases that are not sales-type or direct financing leases are operating leases.

The new standard is effective for fiscal years beginning after December 15, 2021, and for interim periods beginning after December 15, 2022, with early adoption permitted. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. An entity may choose to use either (1) the new standard's effective date or (2) the beginning of the earliest comparative period presented in the financial statements as its date of initial application. The Company expects to adopt the new standard during the fourth quarter of 2022, with an effective date of January 1, 2022. The Company is expecting to record a right of use asset and corresponding lease obligation for its outstanding leases.

NOTE 3 – Earnings Per Share

Basic earnings per common share is computed by dividing net income by the weighted average number of common shares outstanding, adjusted for weighted average unallocated ESOP shares, during the applicable period, excluding outstanding participating securities. Participating securities include non-vested restricted stock awards and restricted

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stock units, though no actual shares of common stock related to restricted stock units are issued until the settlement of such units, to the extent holders of these securities receive non-forfeitable dividends or dividend equivalents at the same rate as holders of the Company’s common stock. Diluted earnings per share is computed using the weighted-average number of shares determined for the basic earnings per common share computation plus the dilutive effect of stock compensation using the treasury stock method. Antidilutive options are disregarded in earnings per share calculations.

The following table presents the earnings per share calculations for the three and six months ended June 30:


	Three months ended				Six months ended
	June 30,				June 30,
	2022		2021		2022		2021
Net income	$	639	$	452	$	1,206	$	1,122
Basic potential common shares
Weighted average shares outstanding		6,110,365		7,141,848		6,370,809		7,319,259
Weighted average unallocated Employee Stock Ownership Plan Shares		(539,101)		(568,414)		(542,924)		(573,512)
Basic weighted average shares outstanding		5,571,264		6,573,434		5,827,885		6,745,747
Dilutive potential common shares		24,506		15,809		20,506		13,128
Dilutive weighted average shares outstanding		5,595,770		6,589,243		5,848,391		6,758,875

Basic earnings per share	$	0.11	$	0.07	$	0.21	$	0.17
Diluted earnings per share	$	0.11	$	0.07	$	0.21	$	0.17

NOTE 4 – Available for Sale Securities

Amortized costs and fair values of available for sale securities are summarized as follows:


			Gross		Gross		Estimated
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
June 30, 2022
Obligations of the US government and US government sponsored agencies	$	1,939	$	-	$	(82)	$	1,857
Obligations of states and political subdivisions		14,190		4		(1,165)		13,029
Mortgage-backed securities		25,344		-		(1,007)		24,337
Certificates of deposit		500		4		(5)		499
Corporate debt securities		10,817		3		(268)		10,552
Total available for sale securities	$	52,790	$	11	$	(2,527)	$	50,274

December 31, 2021
Obligations of the US government and US government sponsored agencies	$	1,028	$	19	$	(7)	$	1,040
Obligations of states and political subdivisions		14,289		376		(41)		14,624
Mortgage-backed securities		25,452		658		(54)		26,056
Certificates of deposit		750		22		-		772
Corporate debt securities		5,821		111		(26)		5,906
Total available for sale securities	$	47,340	$	1,186	$	(128)	$	48,398

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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The following table presents the portion of the Company’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
			Unrealized				Unrealized				Unrealized
	Fair Value		Losses		Fair Value		Losses		Fair Value		Losses
June 30, 2022
Obligations of the US government and US government sponsored agencies	$	1,754	$	(82)	$	—	$	—	$	1,754	$	(82)
Obligations of states and political subdivisions		10,620		(987)		963		(178)		11,583		(1,165)
Mortgage-backed securities		22,438		(883)		1,877		(124)		24,315		(1,007)
Certificates of deposit		245		(5)						245		(5)
Corporate debt securities		6,799		(268)		—		—		6,799		(268)
Total	$	41,856	$	(2,225)	$	2,840	$	(302)	$	44,696	$	(2,527)
December 31, 2021
Obligations of the US government and US government sponsored agencies	$	497	$	(7)	$	—	$	—	$	497	$	(7)
Obligations of states and political subdivisions		3,129		(10)		937		(31)	$	4,066		(41)
Mortgage-backed securities		4,116		(24)		1,881		(30)		5,997		(54)
Corporate debt securities		2,874		(26)		—		—		2,874		(26)
Total	$	10,616	$	(67)	$	2,818	$	(61)	$	13,434	$	(128)

At June 30, 2022, the investment portfolio included 6 securities available for sale, which had been in an unrealized loss position for greater than twelve months, and 113 securities available for sale, which had been in an unrealized loss position for less than twelve months. At December 31, 2021, the investment portfolio included 5 securities available for sale, which had been in an unrealized loss position for greater than twelve months, and 15 securities available for sale, which had been in an unrealized loss position for less than twelve months. Because these securities have a fixed interest rate, their fair value is sensitive to movements in market interest rates. These unrealized losses are considered temporary because the Company does not currently have the intent to sell the securities before recovery of the losses; therefore we expect to collect all contractually due amounts from these securities. Accordingly, these investments were reduced to their fair values through accumulated other comprehensive income, not through earnings.

We regularly assess our securities portfolio for other than temporary impairment (“OTTI”). These assessments are based on the nature of the securities, the underlying collateral, the financial condition of the issuer, the extent and duration of the loss, our intent related to the individual securities, and the likelihood that we will have to sell securities prior to expected recovery. We did not have any impairment losses recognized in earnings for the three and six months ended June 30, 2022 or June 30, 2021.

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, 2022
	Amortized Cost		Fair Value
Due in one year or less	$	295	$	299
Due after one year through 5 years		10,188		9,925
Due after 5 years through 10 years		11,819		11,193
Due after 10 years		5,144		4,520
Subtotal	$	27,446	$	25,937
Mortgage-backed securities		25,344		24,337
Total	$	52,790	$	50,274

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There were no sales of available for sale securities during the six months ended June 30, 2022 and 2021.

Available for sale securities with a carrying value of $940 and $1,038 were pledged at June 30, 2022 and December 31, 2021, respectively.

NOTE 5 - Loans

Major classifications of loans are as follows:


	June 30,		December 31,
	2022		2021
Commercial
Development	$	12,574	$	21,396
Real estate		88,801		94,830
Commercial and industrial		21,476		18,387
Residential real estate and consumer
One-to-four family owner-occupied		18,861		18,158
One-to-four family investor-owned		28,285		26,234
Multifamily		48,047		42,511
Consumer		2,125		3,312
Subtotal	$	220,169	$	224,828
Deferred loan fees		(331)		(294)
Allowance for loan losses		(2,433)		(2,430)
Net loans	$	217,405	$	222,104

Deposit accounts in an overdraft position and reclassified as loans approximated $6 and $23 at June 30, 2022 and December 31, 2021, respectively.

A summary of the activity in the allowance for loan losses by portfolio segment is as follows:


			Residential real
			estate
Three Months Ended	Commercial		and consumer		Total

Balance at March 31, 2022	$	1,513	$	917	$	2,430
Provision for loan losses		(138)		138		—
Loans charged off		—		—		—
Recoveries of loans previously charged off		—		3		3
Balance at June 30, 2022	$	1,375	$	1,058	$	2,433


Balance at March 31, 2021	$	1,892	$	921	$	2,813
Provision for loan losses		89		(89)		—
Loans charged off		(392)		—		(392)
Recoveries of loans previously charged off		1		2		3
Balance at June 30, 2021	$	1,590	$	834	$	2,424

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			Residential real
			estate
Six Months Ended	Commercial		and consumer		Total

June 30, 2022
Balance at December 31, 2021	$	1,516	$	914	$	2,430
Provision for loan losses		(141)		141		—
Loans charged off		—		(3)		(3)
Recoveries of loans previously charged off		—		6		6
Total ending allowance balance	$	1,375	$	1,058	$	2,433


June 30, 2021
Balance at December 31, 2020	$	1,834	$	977	$	2,811
Provision for loan losses		147		(147)		—
Loans charged off		(392)		—		(392)
Recoveries of loans previously charged off		1		4		5
Total ending allowance balance	$	1,590	$	834	$	2,424

Information about how loans were evaluated for impairment and the related allowance for loan losses follows:


			Residential Real
			Estate and
June 30, 2022	Commercial		Consumer		Total
Loans:
Individually evaluated for impairment	$	—	$	501	$	501
Collectively evaluated for impairment		122,851		96,817		219,668
Total loans	$	122,851	$	97,318	$	220,169

Allowance for loan losses:
Individually evaluated for impairment	$	—	$	—	$	—
Collectively evaluated for impairment		1,375		1,058		2,433
Total allowance for loan losses	$	1,375	$	1,058	$	2,433


			Residential Real
			Estate and
December 31, 2021	Commercial		Consumer		Total
Loans:
Individually evaluated for impairment	$	112	$	817	$	929
Collectively evaluated for impairment		134,501		89,398		223,899
Total loans	$	134,613	$	90,215	$	224,828

Allowance for loan losses:
Individually evaluated for impairment	$	—	$	—	$	—
Collectively evaluated for impairment		1,516		914		2,430
Total allowance for loan losses	$	1,516	$	914	$	2,430

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Information regarding impaired loans follows:


	Principal		Recorded		Related		Average		Interest
As of June 30, 2022	Balance		Investment		Allowance		Investment		Recognized
Loans with no related allowance for loan losses:
Residential real estate and consumer
One-to-four family owner-occupied		462		456		—		464		3
Consumer		45		45		—		45		—
Total loans with no related allowance for loan losses		507		501		—		509		3

Total impaired loans	$	507	$	501	$	—	$	509	$	3


	Principal		Recorded		Related		Average		Interest
As of December 31, 2021	Balance		Investment		Allowance		Investment		Recognized
Loans with no related allowance for loan losses:
Commercial
Commercial and industrial		116		112		—		77		—
Residential real estate and consumer
One-to-four family owner-occupied		819		770		—		831		7
Consumer		47		47		—		49		—
Total loans with no related allowance for loan losses		982		929		—		957		7

Total impaired loans	$	982	$	929	$	—	$	957	$	7

There were no additional funds committed to impaired loans as of June 30, 2022 and December 31, 2021, respectively.

The Company 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.

Commercial loans and one-to-four family investor-owned and multifamily loans are generally evaluated using the following internally prepared ratings:

“Pass” ratings are assigned to loans with adequate collateral and debt service ability such that collectability of the contractual loan payments is highly probable.

“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.

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Information regarding the credit quality indicators most closely monitored for commercial loans by class follows:


			Special
	Pass		Mention		Substandard		Doubtful		Totals
June 30, 2022
Development	$	12,574	$	—	$	—	$	—	$	12,574
Real estate		88,753		—		48		—		88,801
Commercial and industrial		17,547		3,929		—		—		21,476
One-to-four family investor-owned		28,124		—		161		—		28,285
Multifamily		48,047		—		—		—		48,047
Totals	$	195,045	$	3,929	$	209	$	—	$	199,183
December 31, 2021
Development	$	21,396	$	—	$	—	$	—	$	21,396
Real estate		93,653		843		334		—		94,830
Commercial and industrial		18,387		—		—		—		18,387
One-to-four family investor-owned		26,234		—		—		—		26,234
Multifamily		42,511		—		—		—		42,511
Totals	$	202,181	$	843	$	334	$	—	$	203,358

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.

Information regarding the credit quality indicators most closely monitored for residential real estate and consumer loans by class follows:


	Performing		Non-performing		Totals
June 30, 2022
One-to-four family owner-occupied	$	18,710	$	151	$	18,861
Consumer		2,125		—		2,125
	$	20,835	$	151	$	20,986
December 31, 2021
One-to-four family owner-occupied	$	17,986	$	172	$	18,158
Consumer		3,312		—		3,312
	$	21,298	$	172	$	21,470

Loan aging information follows:


			Loans Past Due		Loans Past Due				Nonaccrual
	Current Loans		30-89 Days		90+ Days		Total Loans		Loans
June 30, 2022
Commercial
Development	$	12,574	$	—	$	—	$	12,574	$	—
Real estate		88,801		—		—		88,801		—
Commercial and industrial		21,476		—		—		21,476		—
Residential real estate and consumer
One-to-four family owner-occupied		18,861		—		—		18,861		151
One-to-four family investor-owned		28,285		—		—		28,285		—
Multifamily		48,047		—		—		48,047		—
Consumer		2,125		—		—		2,125		—
Total	$	220,169	$	—	$	—	$	220,169	$	151

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			Loans Past Due		Loans Past Due				Nonaccrual
	Current Loans		30-89 Days		90+ Days		Total Loans		Loans
December 31, 2021
Commercial
Development	$	21,396	$	—	$	—	$	21,396	$	—
Real estate		94,830		—		—		94,830		112
Commercial and industrial		18,387		—		—		18,387		—
Residential real estate and consumer
One-to-four family owner-occupied		18,044		114		—		18,158		172
One-to-four family investor-owned		26,234		—		—		26,234		—
Multifamily		42,511		—		—		42,511		—
Consumer		3,312		—		—		3,312		—
Total	$	224,714	$	114	$	—	$	224,828	$	284

There are no loans 90 or more days past due and accruing interest as of June 30, 2022 or December 31, 2021.

When, for economic or legal reasons related to the borrower’s financial difficulties, the Company grants a concession to the borrower that the Company would not otherwise consider, the modified loan is classified as a troubled debt restructuring. Loan modifications may consist of forgiveness of interest and/or principal, a reduction of the interest rate, allowing interest-only payments for a period of time, and/or extending amortization terms. During the six months ended and as of June 30, 2022, there were no new troubled debt restructurings. No troubled debt restructurings defaulted within 12 months of their modification date during the six months ended June 30, 2022. During the year ended and as of December 31, 2021, there was one commercial real estate loan totaling $116 and one 1-4 family owner-occupied loan totaling $115 that were new troubled debt restructurings. No troubled debt restructurings defaulted within 12 months of their modifications during the year ended December 31, 2021.

During April 2020, the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) was signed into law which provides optional, temporary relief from accounting for certain pandemic-related loan modifications as a TDR. During 2020, the Bank offered payment deferrals to loan customers that were excluded from TDR classification based on the CARES Act. There were no loans remaining on a modified status as of June 30, 2022.

Management regularly monitors impaired loan relationships. In the event facts and circumstances change, an additional provision for loan losses may be necessary.

NOTE 6 - Deposits

The composition of deposits are as follows:


	June 30,		December 31,
	2022		2021

Non interest-bearing checking	$	50,267	$	54,243
Interest-bearing checking		13,722		12,864
Money market		85,049		87,585
Statement savings accounts		34,627		33,968
Health savings accounts		10,588		10,608
Certificates of deposit		48,906		55,982
Total	$	243,159	$	255,250

Certificates of deposit that meet or exceed the FDIC insurance limit of $250 totaled $7,921 and $10,894 at June 30, 2022 and December 31, 2021, respectively.

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The scheduled maturities of certificates of deposit are as follows as of June 30, 2022:


2022	$	19,889
2023		22,812
2024		5,045
2025		559
2026		443
2027		158
Total	$	48,906

NOTE 7– FHLB Advances

FHLB advances consist of the following:


	June 30, 2022			December 31, 2021
	Rates	Amount		Rates	Amount

Fixed rate, fixed term advances	1.71%	$	1,500	0.0%-1.71%	$	6,500

		$	1,500		$	6,500

The following is a summary of scheduled maturities of fixed term FHLB advances as of June 30, 2022:


	Fixed Rate Advances				Adjustable Rate Advances
	Weighted				Weighted				Total
	Average Rate		Amount		Average Rate		Amount		Amount

2022	1.71	%	$	1,500	—			—	$	1,500

Total	1.71	%	$	1,500	—	%	$	—	$	1,500

Actual maturities may differ from the scheduled principal maturities due to call options on the various advances.

The Company has a master contract agreement with the FHLB that provides for a borrowing up to the lesser of a determined multiple of FHLB stock owned or a determined percentage of the book value of the Company’s qualifying one-to-four family, multifamily, commercial real estate and commercial business loans. The Company pledged approximately $151,369 and $154,649 of one-to-four family, multifamily, commercial real estate and commercial business loans to secure FHLB advances at June 30, 2022 and December 31, 2021, respectively. FHLB provides both fixed and floating rate advances. Floating rates are tied to short-term market rates of interest, such as Federal funds, FHLB discount note or prime rates. Fixed rate advances are priced in reference to market rates of interest at the time of the advance, namely the rates that FHLB pays to borrowers at various maturities. Certain FHLB advances are subject to a prepayment penalty if they are repaid prior to maturity. FHLB advances are also secured by $851 of FHLB stock owned by the Company at both June 30, 2022 and December 31, 2021.

At June 30, 2022, the Company’s available and unused portion of this borrowing agreement based on the amount of FHLB stock was $18,326.

In addition, the Company has a $7,000 federal funds line of credit through Bankers’ Bank of Wisconsin, which was not drawn on as of June 30, 2022. The Company also has the authority to borrow through the Federal Reserve’s Discount Window.

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NOTE 8 – Employee Stock Ownership Plan

The Company maintains a leveraged employee stock ownership plan (“ESOP”) that covers substantially all employees. The Bank makes annual contributions to the ESOP equal to the ESOP’s debt service. The ESOP shares initially were pledged as collateral for this debt. As the debt is repaid, shares are released from collateral and allocated to active participants, based on the proportion of debt service paid in the year. Because the debt is intercompany, it is eliminated in consolidation for presentation in these financial statements. The shares pledged as collateral are reported as unearned ESOP shares in the balance sheet.

As shares are committed to be released from collateral and allocated to active participants, the Company reports compensation expense equal to the current market price of the shares and the shares will become outstanding for earnings-per-shares (EPS) computations. During the six months ended June 30, 2022 and 2021, 15,294 and 15,294 shares were committed to be released, respectively. During the six months ended June 30, 2022 the average fair value per share of stock was $11.99 resulting in total ESOP compensation expense of $183 for the six months ended June 30, 2022. During the six months ended June 30, 2021 the average fair value per share of stock was $11.00 resulting in total ESOP compensation expense of $167 for the six months ended June 30, 2021.

The ESOP shares as of June 30, 2022 and December 31, 2021 were as follows:


	June 30, 2022		December 31, 2021
Shares allocated to active participants		92,889		62,305
Shares committed to be released and allocated to participants		15,294		30,584
Shares distributed		(4,414)		—
Total unallocated shares		535,215		550,509
Total ESOP shares		638,984		643,398
Fair value of unallocated shares (based on $12.14 and $11.80 share price at June 30, 2022 and December 31, 2021, respectively)	$	6,498	$	6,496

NOTE 9 - Share-based Compensation Plans

The Company adopted the FFBW, Inc. 2018 Equity Incentive Plan in 2018. In May 2021, the Company adopted the FFBW, Inc. 2021 Equity Incentive Plan. ASC Topic 718 requires that the grant date fair value of equity awards to employees and directors be recognized as compensation expense over the period during which they are required to provide service in exchange for such awards.

The following table summarizes the impact of the Company’s share-based payment plans in the financial statements for the period shown:


	Six Months Ended
	June 30,
	2022		2021
Total cost of stock grant plan during the year	$	134	$	102
Total cost of stock option plan during the year		94		80
Total cost of share-based payment plans during the year	$	228	$	182

Amount of related income tax benefit recognized in income	$

FFBW, Inc. /MD/ 10-Q