WASHINGTON, D.C. 20549
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
B: Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
1895 Bancorp of Wisconsin, Inc.
7001 West Edgerton Ave.
PyraMax Bank, FSB 401(k) Savings Plan
Greenfield, Wisconsin
Financial Statements and Supplemental Schedule
Contents
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Independent auditor’s report
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1
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Financial statements
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Statements of net assets available for benefits
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2
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Statement of changes in net assets available for benefits
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3
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Notes to financial statements
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4-9
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Supplementary information
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Schedule H, line 4i – schedule of assets (held at end of year)
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10-11
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Report of Independent Registered Public Accounting Firm
To the Plan Administrator and Participants
PyraMax Bank, FSB 401(k) Savings Plan
Greenfield, Wisconsin
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of PyraMax Bank, FSB 401(k) Savings Plan (the Plan) as of
December 31, 2019 and
2018, and the related
statement of changes in net assets available for benefits for the year ended
December 31, 2019, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for benefits of the Plan as of
December 31, 2019 and
2018, and the changes in net assets available for benefits for the year ended
December 31, 2019, in conformity with accounting
principles generally accepted in the United States.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a
public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules
and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free from material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required
to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test
basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of
the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Supplementary Information
The supplemental information in the accompanying Schedule H, Line 4i – Schedule of Assets (Held at End of Year) as of
December 31, 2019 has been subjected to audit procedures performed in
conjunction with the audit of PyraMax Bank, FSB 401(k) Savings Plan financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures include determining whether the supplemental information
reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our
opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated in all material respects in relation to the financial statements as a whole.
Wipfli LLP
We have served as the Plan’s auditor since 2011.
Milwaukee, Wisconsin
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PyraMax Bank, FSB 401(k) Savings Plan
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Statements of Net Assets Available for Benefits
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2019
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2018
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Investments at fair value
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$ 11,012,428
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$ 9,414,876
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51,939
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10,827
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Receivables:
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Notes receivable from participants
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245,853
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217,007
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Net assets available for benefits
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$ 11,310,220
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$ 9,642,710
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See accompanying notes to financial statements.
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PyraMax Bank, FSB 401(k) Savings Plan
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Statement of Changes in Net Assets Available for Benefits
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2019
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Additions:
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Investment income:
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Net appreciation in fair value of investments
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$ 1,817,443
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Interest and dividends
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186,483
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Total investment income
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2,003,926
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Interest income on notes receivable from participants
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13,259
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Contributions:
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Participants
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597,217
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Sponsor
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350,309
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Rollovers
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139,037
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Total contributions
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1,086,563
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Total additions
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3,103,748
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Deductions:
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Benefits paid to participants
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1,426,695
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Administrative expenses
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9,543
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Total deductions
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1,436,238
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Net increase in net assets available for benefits
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1,667,510
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Net assets available for benefits:
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Beginning of year
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9,642,710
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End of year
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$ 11,310,220
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See accompanying notes to financial statements.
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PyraMax Bank, FSB 401(k) Savings Plan
Notes to Financial Statements
Note 1. Description
of Plan
The PyraMax Bank, FSB 401(k) Savings Plan (the “Plan”) is a participant-directed defined contribution plan sponsored by PyraMax Bank, FSB (the “Sponsor”). The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The following brief description of the Plan provides only general information; participants should refer to the plan document or summary plan description for
a more complete description of the Plan’s provisions.
Plan Administration
The Plan is administered by the Sponsor. The Plan custodians are Empower Retirement, also known as Great-West Life and Annuity Insurance Company and, effective
October 15, 2018, Principal
Trust Company became a custodian of the Plan assets and Trustee of the Plan. TG Benefits, Inc. (
“TG”) is the third party administrator of the Plan.
Eligibility
Substantially all employees are eligible to participate in the Plan after they have completed one month of service and attained the age of eighteen. Temporary employees are not eligible to
participate in the Plan. Employees are eligible for the Sponsor matching contributions after they have completed six consecutive months of service and attained the age of eighteen. In addition to these requirements, participants must be employed
on the last day of the year and have completed 1,000 hours of service during the Plan year to be eligible for any profit sharing contribution.
Contributions
Participants may elect to defer up to 100% of their annual compensation, as defined in the Plan, not to exceed the limits of the Internal Revenue Service (“IRS”). Eligible employees that do
not make a deferral election are automatically enrolled to contribute 6% of compensation. Participants may also contribute amounts representing distributions from other qualified plans (“rollovers”). The Plan includes a Roth 401(k) component in
order for employees to make after-tax deferrals into the Plan.
The Sponsor made matching contributions of 100% on the first 6% contributed by the participants during 2019. The Sponsor did not make any discretionary profit sharing contributions during
2019.
Investment Options
The Plan is intended to satisfy the requirements under Section 404(c) of ERISA, and therefore, provides that participants choose how to direct their contributions among the Plan’s investment
alternatives. All investments are participant directed. For a more complete description of the Plan’s investments, participants should refer to the summary plan description and investment prospectuses.
Participant Accounts
Each participant’s account is credited with the participant’s contributions, Sponsor contributions, and allocations of Plan earnings/losses thereon and charged with an allocation of
administrative expenses. Allocations of the Sponsor’s discretionary profit sharing contributions are based on a uniform percentage of the participant’s compensation. The benefit to which a participant is entitled is the benefit that can be provided
from the participant’s vested account.
PyraMax Bank, FSB 401(k) Savings Plan
Notes to Financial Statements
Note 1. Description
of Plan (continued)
Vesting
Participants are immediately vested in their contributions plus earnings thereon. Beginning
January 1, 2013, the Sponsor amended the Plan to elect to contribute safe harbor contributions.
Participants are, therefore, immediately vested in matching contributions and any earnings thereon.
Forfeitures
Forfeitures are portions of participant account balances that participants surrender by terminating employment prior to becoming full vested. Forfeitures from the Sponsor’s matching and
profit sharing contributions are used to reduce the Sponsor’s matching contributions or administrative expenses. During 2019, $5,621 of forfeitures were used to reduce the Sponsor’s matching contributions. At
December 31, 2019 and
2018, there were
$1 of forfeitures available to be used to offset future Sponsor contributions or administrative expenses.
Payment of Benefits
Upon termination of service due to retirement, separation, death or disability, a participant may elect to receive the value of the vested interest in his or her account as a lump-sum
distribution or in regular installment distributions over a period not to exceed the joint life expectancy of the participant and his or her beneficiary. Under certain circumstances, participants may qualify to receive a hardship distribution from
their account balance. In-service distributions may also be made upon the participant reaching age 59 ½.
Notes Receivable from Participants
Participants may receive a loan from their account balances at the lesser of $50,000 or 50% of the participant’s vested account balance. The minimum loan amount is $1,000. The loans are
secured by the balance in the participant’s account and bear interest at rates ranging from 4.25% to 6.50%. Interest rates are determined by the plan administrator to be commensurate with local prevailing rates. Principal and interest is paid
through payroll deductions.
Note 2. Summary of
Significant Accounting Policies
Basis of Accounting
The financial statements of the Plan are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
Use of Estimates in Preparation of Financial Statements
The preparation of the accompanying financial statements in accordance with GAAP requires the Plan’s management to make estimates and assumptions that affect the reported amounts of assets
and liabilities and changes therein and disclosure of contingent assets and liabilities. Actual results could differ from those estimates and are subject to change in the near term.
PyraMax Bank, FSB 401(k) Savings Plan
Notes to Financial Statements
Note 2. Summary of
Significant Accounting Policies (continued)
Notes Receivable from Participants
Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Interest income is recorded on the accrual basis. Related fees are
recorded as administrative expenses and are expensed when they are incurred. Delinquent notes receivable from participants are reclassified as distributions based upon the terms of the Plan document.
Investment Valuation and Income Recognition
The Plan’s investments are reported at fair value (except for fully benefit-responsive investment
contracts). Fair value is the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at the measurement date.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Net appreciation
includes the Plan’s gains and losses on investments bought and sold as well as held during the year.
Fully benefit-responsive
contracts are reported at
contract value, which is the amount participants would normally receive if they were to initiate permitted transactions under the terms of
the Plan.
Payment of Benefits
Benefits are recorded when paid.
Administrative Expenses
Certain administrative expenses of the Plan are paid by the Plan. The majority of the Plan’s administrative expenses are paid by the Sponsor and are excluded from these financial statements.
Subsequent Events
The Sponsor has evaluated subsequent events through the date of this report. On
January 30, 2020, the World Health Organization (
“WHO”) announced a global health emergency stemming from a new
strain of coronavirus that was spreading globally (the
“COVID-19 outbreak”). On
March 11, 2020, the WHO classified the COVID-19 outbreak as a pandemic, triggering volatility in financial markets and a significant negative impact on the global
economy. As a result, the Plan’s investment portfolio has incurred a significant decline in fair value since
December 31, 2019. However, because the values of the Plan’s individual investments have and will fluctuate in response to changing market
conditions, the amount of losses that will be recognized in subsequent periods, if any, cannot be determined. The full impact of the COVID-19 outbreak continues to evolve as of the date of this report.
PyraMax Bank, FSB 401(k) Savings Plan
Notes to Financial Statements
Note 3. Risks and Uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated
with certain investment securities, it is at least reasonably possible that changes in values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported
in the statements of net assets available for benefits.
Note 4. Fair Value Measurements
GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in
active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or
liabilities in active markets that the Plan has the ability to access.
Level 2: Inputs to the valuation methodology include:
|
•
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Quoted prices for similar assets or liabilities in active markets
|
|
•
|
Quoted prices for identical or similar assets or liabilities in inactive markets
|
|
•
|
Inputs other than quoted prices that are observable for the asset or liability
|
|
•
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Inputs that are derived principally from or corroborated by observable market data by correlation or other means
|
If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or
liability.
Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value
measurement.
The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the best level of input that is significant to the fair value measurement. Valuation
techniques maximize the use of relevant observable inputs and minimize the use of unobservable inputs.
Mutual Funds: Valued at the daily closing price as reported by the fund. Mutual funds held by the Plan are generally open-end
mutual funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily net asset value (NAV) and to transact at that price. The mutual funds held by the Plan are deemed to be actively traded.
Pooled Separate Accounts: Valued at the NAV of shares in each account held by the Plan at year end. The pooled separate accounts
in the Plan have published NAVs and are deemed to be actively traded.
Common Stock: Shares of common stock are valued at their quoted price in an active market.
PyraMax Bank, FSB 401(k) Savings Plan
Notes to Financial Statements
Note 4. Fair Value Measurements (Continued)
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes
its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement
at the reporting date.
The following tables set forth by level, within the fair value hierarchy, the Plan’s investments at fair value as of
December 31, 2019 and
2018:
| |
|
|
|
|
| |
|
|
Description
|
Level 1
|
Level 2
|
Level 3
|
Total
|
| |
|
|
|
|
|
Mutual Funds
|
$ 8,761,098
|
$ —
|
$ —
|
$ 8,761,098
|
|
Pooled Separate Accounts
|
1,760,408
|
—
|
—
|
1,760,408
|
|
Common Stock
|
490,922
|
—
|
—
|
490,922
|
| |
$ 11,012,428
|
$ —
|
$ —
|
$ 11,012,428
|
| |
|
|
|
|
| |
|
|
|
|
| |
|
|
Description
|
Level 1
|
Level 2
|
Level 3
|
Total
|
| |
|
|
|
|
|
Mutual Funds
|
$ 7,959,163
|
$ —
|
$ —
|
$ 7,959,163
|
|
Pooled Separate Accounts
|
1,455,713
|
—
|
—
|
1,455,713
|
| |
$ 9,414,876
|
$ —
|
$ —
|
$ 9,414,876
|
| |
|
|
|
|
To assess the appropriate classification of investments within the fair value hierarchy, the availability of market data is monitored. Changes in economic conditions or valuation techniques
may require the transfer of investments from one fair value level to another. In such instances, the transfer is reported at the beginning of the reporting period. The Plan
evaluates the significance of transfers between levels based upon the nature of the investment and size of the transfer relative to total net assets available for benefits.
Note 5. Guaranteed Investment Account with Great-West
Prior to
December 31, 2019, the Plan maintained a fully benefit-responsive investment in the form of a guaranteed investment
contract (
“GIC”) that invested in traditional investment
contracts
in a Key Guaranteed Portfolio Fund with Great-West. Great-West maintained the contributions in a general account. The fund is stated at
contract value.
Contract value represents contributions made under the
contract, plus earnings, less
withdrawals and administrative expenses. Participants could ordinarily direct the withdrawal or transfer of all or a portion of their investment at
contract value.
There are no reserves against
contract value for credit risk of the
contract issuer or otherwise. The crediting interest rate is based on the earnings of the underlying assets in the entire
medium-long term new portfolio compared to the minimum interest crediting rate, as stated in the
contract, and prevailing market conditions. Interest crediting rate is reset quarterly.
Certain events may limit the ability of the Plan to transact at
contract value with the issuer. The plan administrator does not believe that any events which would limit the plan’s ability
to transact at
contract value with participants are probable of occurring.
PyraMax Bank, FSB 401(k) Savings Plan
Notes to Financial Statements
Note 6. Fixed Income Guaranteed Option
Effective
October 15, 2018, the Plan’s investment options include the Principal Fixed Income Guaranteed Option (FIGO) which is a guaranteed general account-backed group annuity
contract
issued by Principal Life Insurance Company (Principal) to Principal Trust Company as custodian. The FIGO has a contractually guaranteed rate of interest which is credited to participants’ accounts. The FIGO is considered a fully benefit-responsive
investment and, therefore, is reported at
contract value. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at
contract value.
There are no reserves against
contract value for credit risk of the
contract issuer or otherwise. The crediting interest rate is based on the earnings of the underlying assets in the entire
medium-long term new portfolio compared to the minimum interest crediting rate, as stated in the
contract, and prevailing market conditions. Interest crediting rate is reset quarterly.
Certain events may limit the ability of the Plan to transact at
contract value with the issuer. The plan administrator does not believe that any events which would limit the plan’s ability
to transact at
contractvalue with participants are probably of occurring.
Although the Sponsor has not expressed any intent to do so at the present time, the Sponsor has the right under the Plan to discontinue its contributions at any time and to terminate or
partially terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants would become fully vested in their accounts.
The IRS has determined and informed the Plan by a letter that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (“IRC”). Although
the Plan has been amended since receiving the determination letter, the plan administrator believes that the Plan is designed, and is currently being operated, in compliance with the applicable requirements of the IRC and, therefore, believes that
the Plan is qualified and the related trust is tax exempt.
Note 9. Related Party and Party-In-Interest
As of
December 31, 2019, the Plan held 45,540 shares of 1895 Bancorp of Wisconsin, Inc. common stock, valued at $490,222. During the year ended
December 31, 2019, Plan purchases of Bancorp of
Wisconsin, Inc. common stock totaled $494,906 and Plan sales of 1895 Bancorp of Wisconsin, Inc. common stock totaled $37,429. Transactions involving notes receivable from participants and investment funds administered by affiliates of Great-West
Life and Annuity Insurance Company and Principal Trust Company are considered party-in-interest transactions. The purchases of and investment in common stock of 1895 Bancorp of Wisconsin, Inc. are also considered party-in-interest transactions and
related party transactions. These transactions are not, however, considered prohibited transactions under ERISA regulation.
|
PyraMax Bank, FSB 401(k) Savings Plan
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Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
|
|
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Employer Identification Number: 39-0624390
|
|
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Plan Number: 002
|
|
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| |
|
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|
|
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(a)
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(b)
|
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(c)
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(d)
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(e)
|
| |
|
|
Description of Investment,
|
|
|
| |
Identity of Issuer, Borrower,
|
|
Including Maturity Date, Rate of Interest,
|
|
Current
|
| |
Lessor, or Similar Party
|
|
Collateral, Par, Maturity Value
|
Cost**
|
Value
|
| |
|
Mutual funds, registered investment companies
|
|
|
| |
BlackRock Advisors, LLC
|
|
BlackRock LifePath Index 2060 K Fund
|
|
$ 18,347
|
| |
BlackRock Advisors, LLC
|
|
BlackRock LifePath Index 2055 K Fund
|
|
198,780
|
| |
BlackRock Advisors, LLC
|
|
BlackRock LifePath Index 2050 K Fund
|
|
124,678
|
| |
BlackRock Advisors, LLC
|
|
BlackRock LifePath Index 2045 K Fund
|
|
316,798
|
| |
BlackRock Advisors, LLC
|
|
BlackRock LifePath Index 2040 K Fund
|
|
263,419
|
| |
BlackRock Advisors, LLC
|
|
BlackRock LifePath Index 2035 K Fund
|
|
345,219
|
| |
BlackRock Advisors, LLC
|
|
BlackRock LifePath Index 2030 K Fund
|
|
12,132
|
| |
BlackRock Advisors, LLC
|
|
BlackRock LifePath Index Retirement K Fund
|
|
617,863
|
| |
BlackRock Advisors, LLC
|
|
BlackRock LifePath Index 2025 K Fund
|
|
1,048,217
|
| |
AB LP
|
|
AB Global Bond Z Fund
|
|
67,603
|
| |
Robert W. Baird & Co., Inc.
|
|
Baird Aggregate Bond Institutional Fund
|
|
404,947
|
| |
Delaware Management Co.
|
|
Delaware Corporate Bond Institutional Fund
|
|
121,239
|
| |
Eaton Vance Management
|
|
Eaton Vance Floating Rate I Fund
|
|
112,868
|
| |
Ivy Investment Mgmt. Co.
|
|
Ivy High Income N Fund
|
|
283,943
|
| |
PIMCO
|
|
PIMCO International Bond Institutional Fund
|
|
59,115
|
| |
PIMCO
|
|
PIMCO Real Return Institutional Fund
|
|
259,503
|
| |
Western Asset Mgmt. Co.
|
|
Western Asset Cord Bond IS Fund
|
|
304,150
|
| |
Invesco
|
|
Invesco Growth and Income R6 Fund
|
|
305,923
|
| |
Allianz Global Inv. Fund Mgmt.
|
|
Allianz Global NFJ Mid-Cap Value I Fund
|
|
323,916
|
| |
American Beacon
|
|
American Beacon International Equity Fund
|
|
1,975
|
| |
American Beacon
|
|
American Beacon SmallCap Value Institutional Fund
|
|
212,642
|
| |
Dodge & Cox
|
|
Dodge & Cox Stock Fund
|
|
350,744
|
| |
American Funds
|
|
American Funds EuroPacific Growth R6 Fund
|
|
1,191,225
|
| |
Goldman Scahs Asset Mgmt.
|
|
Goldman Sachs International SC Insights Inst. Fund
|
|
112,868
|
| |
Harbor Capital Advisors
|
|
Harbor Capital Appreciation Institutional Fund
|
|
665,103
|
| |
MFS Investment Management
|
|
MFS Blended Research Core Equity R6 Fund
|
|
161,083
|
| |
Capital Research and Mgmt. Co.
|
|
American Funds New World R6 Fund
|
|
130,720
|
| |
Oppenheimer Funds, Inc.
|
|
Oppenheimer Developing Markets I Fund
|
|
268,019
|
| |
Putnam Investment Mgmt. Co.
|
|
Putnam Convertible Securities Y Fund
|
|
169,518
|
| |
Vanguard Group
|
|
Vanguard Explorer Admiral Fund
|
|
308,541
|
| |
|
Pooled Separate Accounts
|
|
|
| |
Mellon Capital Management
|
|
Bond Market Index Separate Account
|
|
280,550
|
|
*
|
Principal Global Investors
|
|
MidCap S&P 400 Index Separate Account
|
|
458,720
|
|
*
|
Principal Global Investors
|
|
Small Cap S&P 600 Index Separate Account
|
|
197,395
|
|
*
|
Principal Global Investors
|
|
LargeCap S&P 500 Index Separate Account
|
|
699,885
|
|
*
|
Principal Global Investors
|
|
International Equity Index Separate Account
|
|
19,686
|
|
*
|
Principal Real Estate Investors
|
|
GL Real Estate Sec Separate Account
|
|
104,172
|
| |
|
|
|
|
|
| |
|
|
(Continued)
|
|
|
|
PryaMax Bank, FSB 401(k) Savings Plan
|
|
|
|
| |
|
|
|
|
|
|
Schedule H, Line 4i – Schedule of Assets (Held at End of Year) - Continued
|
|
|
|
|
|
|
|
|
| |
|
|
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|
|
Employer Identification Number: 39-0624390
|
|
|
|
Plan Number: 002
|
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(a)
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(b)
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(c)
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(d)
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(e)
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Description of Investment,
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Identity of Issuer, Borrower,
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Including Maturity Date, Rate of Interest,
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Current
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Lessor, or Similar Party
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Collateral, Par, Maturity Value
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Cost**
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Value
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Common Stock
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*
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1895 Bancorp of Wisconsin, Inc.
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45,540 Shares of Common Stock
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490,922
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Guaranteed Investment Account
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*
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Principal
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Fixed Income Guaranteed Option
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51,939
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*
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Participant loans:
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Participants
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4.25% – 6.50%; maturing through 2024
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$0
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245,853
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$ 11,310,220
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*
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Designates party-in-interest.
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**
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Cost is not reqluired for participant-directed investments
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