Marathon Bancorp, Inc. /MD/ - Quarter Report: 2021 September (Form 10-Q)

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 September 30, 2021


☐	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: 000-56269

MARATHON BANCORP, INC.

(Exact name of registrant as specified in its charter)


Maryland		86-2191258
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)



500 Scott Street, Wausau, Wisconsin		54403
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (715) 845-7331

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

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ⌧ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “small 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 7(a)(2)(B) 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 ⌧

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date:

As of November 11, 2021, there were 2,229,497 shares of the registrant’s common stock issued and outstanding.

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MARATHON BANCORP, INC.

INDEX


		PAGE NO.
PART I - FINANCIAL INFORMATION		2

Item 1.	Consolidated Balance Sheets as of September 30, 2021 (Unaudited) and June 30, 2021	2
	Consolidated Statements of Income for the Three Months Ended September 30, 2021 and 2020 (Unaudited)	3
	Consolidated Statements of Comprehensive Income for the Three Months Ended September 30, 2021 and 2020 (Unaudited)	4
	Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended September 30, 2021 and 2020 (Unaudited)	5
	Consolidated Statements of Cash Flows for the Three Months Ended September 30, 2021 and 2020 (Unaudited)	6
	Notes to Consolidated Financial Statements (Unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40

Item 4.	Controls and Procedures	40

PART II - OTHER INFORMATION		42

Item 1.	Legal Proceedings	42
Item 1A.	Risk Factors	42
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 3.	Defaults upon Senior Securities	42
Item 4.	Mine Safety Disclosures	42
Item 5.	Other information	42
Item 6.	Exhibits	42

SIGNATURES		43

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PART I - FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

MARATHON BANCORP, INC.

CONSOLIDATED BALANCE SHEETS


	Unaudited		June 30,
	September 30, 2021		2021
Assets
Cash and due from banks	$	1,763,902	$	1,989,643
Federal funds sold		29,665,000		44,059,000
Cash and cash equivalents		31,428,902		46,048,643
Interest bearing deposits held in other financial institutions		1,998,530		2,062,463
Debt securities available for sale		12,246,677		10,909,764
Debt securities held to maturity, at amortized cost (fair value $697,039 and $770,438)		657,872		708,949
Loans, net of allowance of $2,187,306 and $2,186,182, respectively		147,704,149		144,169,318
Interest receivable		503,447		552,516
Foreclosed assets		—		—
Investment in restricted stock, at cost		262,200		262,200
Cash surrender value life insurance		9,015,462		5,968,734
Premises and equipment, net		1,808,594		1,849,917
Deferred tax asset		150,382		269,715
Other assets		845,895		825,081
Total assets	$	206,622,110	$	213,627,300
Liabilities and Stockholders' Equity
Liabilities
Deposits
Non-interest bearing	$	22,570,051	$	23,633,008
Interest bearing		150,865,911		148,323,109
Paycheck protection program lending facility (PPPLF) funding		1,236,914		10,372,148
Other liabilities		1,667,077		1,449,884
Total liabilities		176,339,953		183,778,149
Stockholders' Equity
Preferred stock, $.01 par value, 5,000,000 shares authorized, none issued		—		—
Common stock, $.01 par value, 20,000,000 shares authorized, 2,229,497
shares issued and outstanding at September 30, 2021 and June 30, 2021, respectively		22,295		22,295
Additional paid-in capital		8,485,209		8,484,019
Retained earnings		22,505,760		22,088,669
Unearned ESOP shares, at cost		(852,707)		(866,499)
Accumulated other comprehensive income		121,600		120,667
Total stockholders' equity		30,282,157		29,849,151
Total liabilities and stockholders' equity	$	206,622,110	$	213,627,300

See accompanying notes to the consolidated financial statements.

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MARATHON BANCORP, INC.

CONSOLIDATED STATEMENTS OF INCOME

Unaudited


	Three Months		Three Months
	Ended September 30,		Ended September 30,
	2021		2020
Interest Income
Loans, including fees	$	1,812,164	$	1,347,613
Debt securities		80,384		114,108
Other		10,975		5,974
Total interest income		1,903,523		1,467,695
Interest Expense
Deposits		230,706		282,032
Borrowings and other		3,697		12,154
Total interest expense		234,403		294,186
Net Interest Income		1,669,120		1,173,509
Provision for Loan Losses		—		—
Net Interest Income After Provision for Loan Losses		1,669,120		1,173,509
Non-Interest Income
Service charges on deposit accounts		41,627		43,278
Mortgage banking income		185,966		478,686
Increase in cash value of life insurance		46,728		41,772
Gain (loss) of sale of foreclosed assets		—		(444)
Other income		6,251		1,692
Total non-interest income		280,572		564,984
Non-Interest Expenses
Salaries and employee benefits		825,140		794,660
Occupancy and equipment expenses		175,581		161,494
Data processing and office		96,808		111,311
Professional fees		157,477		59,020
Marketing expenses		15,039		12,857
Other expenses		129,057		139,026
Total non-interest expenses		1,399,102		1,278,368
Income Before Income Taxes		550,590		460,125
Provision for Income Taxes		133,499		94,772
Net Income	$	417,091	$	365,353

Net income per common shares-basic and diluted		$0.19		N/A
Weighted average number of common shares outstanding-basic and diluted		2,143,536		N/A

See accompanying notes to the consolidated financial statements.

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MARATHON BANCORP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Unaudited


	Three Months Ended
	September 30,
	2021		2020
Net Income	$	417,091	$	365,353
Other comprehensive income
Unrealized (losses) gains on available for sale debt securities
Unrealized holding (loss) gain arising during the period		(5,745)		13,310
Tax effect		1,559		(3,625)
Net amount		(4,186)		9,685
Amortization of unrealized losses on debt securities transferred from available for sale to held to maturity (a)		5,119		39,096
Other comprehensive income		933		48,781
Comprehensive Income	$	418,024	$	414,134

(a) The reclassification adjustment is reflected in the Statement of Income as Interest Income - Debt Securities.

See accompanying notes to the consolidated financial statements.

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MARATHON BANCORP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Unaudited


											Accumulated
					Additional				Unearned		Other
	Preferred		Common		Paid-in		Retained		ESOP		Comprehensive
	Stock		Stock		Capital		Earnings		Shares		Income		Total
Balance, July 1, 2020	$	—	$	—	$	—	$	20,715,610	$	—	$	66,725	$	20,782,335
Net income		—		—		—		365,353		—		—		365,353
Other comprehensive income		—		—		—		—		—		48,781		48,781
Balance, September 30, 2020	$	—	$	—	$	—	$	21,080,963	$	—	$	115,506	$	21,196,469





Balance, July 1, 2021	$	—	$	22,295	$	8,484,019	$	22,088,669	$	(866,499)	$	120,667	$	29,849,151
Net income		—		—		—		417,091		—		—		417,091
Other comprehensive income		—		—		—		—		—		933		933
ESOP shares committed to be released (1,379 shares)		—		—		1,190		—		13,792		—		14,982
Balance, September 30, 2021	$	—	$	22,295	$	8,485,209	$	22,505,760	$	(852,707)	$	121,600	$	30,282,157

See accompanying notes to the consolidated financial statements.

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MARATHON BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Unaudited


	Three Months Ended
	September 30,
	2021		2020
Operating Activities
Net income	$	417,091	$	365,353
Adjustments to reconcile net income to net cash from operating activities:
Depreciation		50,562		51,785
ESOP expense		14,982		—
Net amortization of discounts and premiums on debt securities		33,231		38,385
Amortization of deferred loan fees, net		(384,003)		(3,298)
Net gain on sale of loans		(121,639)		(381,904)
Net change in deferred taxes		120,901		159,794
Earnings on cash value of life insurance		(46,728)		(41,772)
Decrease in interest receivable		49,069		29,167
Originations of loans held for sale		(6,610,936)		(17,428,590)
Proceeds from loans held for sale		6,732,575		17,810,494
Net change in other assets		(20,814)		(102,076)
Net change in other liabilities		217,193		388,000
Net Cash from Operating Activities		451,484		885,338
Investing Activities
Net change in interest-bearing deposits in other financial institutions		63,933		(500,843)
Purchase of debt securities available for sale		(2,000,000)		—
Proceeds from sales, maturities, and repayments of debt securities available for sale		623,177		1,512,481
Proceeds from maturities and calls of debt securities held to maturity		57,121		440,659
Purchase of bank owned life insurance		(3,000,000)		—
Net change in loans		(3,150,828)		(332,957)
Purchases of property and equipment		(9,239)		(24,394)
Net Cash (used in) from Investing Activities		(7,415,836)		1,094,946
Financing Activities
Net change in deposits		1,479,845		595,445
Borrowings (Repayments) of PPPLF funding, net		(9,135,234)		62,811
Net Cash (used in) from Financing Activities		(7,655,389)		658,256
Net Change in Cash and Cash Equivalents		(14,619,741)		2,638,540
Cash and Cash Equivalents, Beginning of Year		46,048,643		24,274,747
Cash and Cash Equivalents, End of Year	$	31,428,902	$	26,913,287
Supplemental Disclosure of Cash Flow Information
Cash payments for
Interest	$	241,608	$	286,249
Taxes		20,000		—

See accompanying notes to the consolidated financial statements.

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MARATHON BANCORP, INC.

NOTES TO CONSLIDATED FINANCIAL STATEMENTS

Unaudited

Note 1- Basis of Presentation

Marathon Bancorp, Inc. (the “Company”) is a Maryland chartered mid-tier stock holding company and was formed in connection with the conversion of Marathon Bank (the “Bank”) from a mutual to the mutual holding company form of organization in April 2021, and it is a subsidiary of Marathon MHC (the “Mutual Holding Company”), a Wisconsin chartered mutual holding company. The Mutual Holding Company owns 1,226,223 shares, or 55.0%, of the Company’s issued stock. In connection with the reorganization, Marathon Bancorp, Inc. sold 1,003,274 shares of common stock to the public at $10.00 per share, representing 45.0% of its outstanding shares of common stock. The stock offering resulted in gross proceeds of $10.0 million, net of offering expenses of $1.4 million, resulting in net proceeds of $8.5 million. The Mutual Holding Company activity is not included in the accompanying consolidated financial statements. Marathon Bank is a wholly owned subsidiary of the Company. The same directors and officers, who manage the Bank, also manage the Company and the Mutual Holding Company.

The Company contributed approximately $4.5 million of the net proceeds of the offering to the Bank. In addition, $874,000 of the net proceeds were used to fund the loan to the employee stock ownership plan and approximately $3.4 million of the net proceeds were retained by the Company.

The Bank is a Wisconsin stock savings bank, which conducts its business through four facilities. The Bank operates as a full-service financial institution with a primary market area including, but not limited to, Marathon County and Ozaukee County, Wisconsin. Its primary deposit products are demand deposits, savings, and certificates of deposits; and its primary lending products are commercial real estate, commercial and industrial, construction, one-to-four-family residential, multi-family real estate and consumer loans.

In December 2019, a coronavirus (COVID-19) was reported in China and on March 12, 2020, the President of the United States declared the COVID-19 outbreak in the United States a national emergency. The COVID-19 pandemic has caused significant economic dislocation. Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the full impact of the COVID-19 outbreak on our business. The extent of such impact will depend on future developments, which are highly uncertain, including when the coronavirus can be controlled and abated. Nonetheless, the Company has not incurred any significant disruptions to its business activities.

The accompanying unaudited financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. Actual results may differ from those estimates, and such differences could be material to the financial statements. Additionally, effects of the COVID-19 pandemic may negatively impact significant estimates and the assumptions underlying those estimates. Material estimates that are particularly susceptible to significant changes in the near term relate to the determination of the allowance for loan losses, valuation of deferred tax assets, other than temporary impairment of debt securities and fair value of financial assets and liabilities.

In the opinion of management, all adjustments considered necessary for fair presentation have been included. Operating results for the three month period ended September 30, 2021 are not necessarily indicative of the results for the year ending June 30, 2022 or any other period. For further information, refer to the consolidated financial statements and notes thereto for the years ended June 30, 2021 and 2020 contained in the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission on September 28, 2021.

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Recent Accounting Pronouncements

This section provides a summary description of recent ASUs issued by the FASB to the ASC that had or that management expects may have an impact on the consolidated financial statements issued upon adoption. The Company is classified as an emerging growth company and has elected 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. Effective dates reflect this election.

Recently Issued, But Not Yet Effective Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” Topic 842 was subsequently amended by ASU 2018-10, “Codification Improvements to Topic 842, Leases” and ASU 2018-11, “Leases (Topic 842)”. The amendments in this update increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. For leases with a term of 12 months or less, the amendments permit lessees to make an accounting policy election by class of underlying assets not to recognize lease assets and lease liabilities. For finance leases, the amendments in this update require a lessee to (1) recognize a right-of-use asset and lease liability, initially measured at the present value of the lease payments, on the balance sheet; (2) recognize interest on the lease liability separately from amortization of the right-of-use asset in the statement of operations; (3) classify repayments of the principal portion of the lease liability within financing activities and payments of interest on the lease liability and variable lease payments within operating activities in the statement of cash flows. For operating leases, the amendments in this update require a lessee to (1) recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, on the balance sheet; (2) recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a generally straight-line basis; (3) classify all cash payments within operating activities in the statement of cash flows. On October 16, 2019, the FASB approved the proposal to delay the effective date for this standard for private and all other entities. Due to the Company’s extended transition period election, the amendments are effective for fiscal years beginning after December 15, 2020. Early adoption is permitted. The Company will adopt this pronouncement beginning July 1, 2022. The Company’s leases are operating leases and ASU 2016-02 will require the Company to include them in its consolidated balance sheet. The Company’s operating leases are predominately related to real estate. Management is currently evaluating other impacts this guidance will have on the results of operations, financial presentation, and cash flows of the Company.

In June 2020, the FASB issued ASU No. 2020-05, Coronavirus Disease 2019 (“COVID-19”) in response to the pandemic which has adversely affected the global economy and caused significant and widespread business and capital market disruptions. The FASB is committed to supporting and assisting stakeholders during this difficult time. The FASB issued ASU 2020-05 as a limited deferral of the effective dates of certain ASUs, including ASU 2016-02 (including amendments issued after the issuance of the original) to provide immediate, near-term relief for certain entities for whom these ASUs are either currently effective or imminently effective. The Company plans to defer the adoption of the amendments in ASU 2016-02 to the fiscal year beginning July 1, 2022.

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments.” Topic 326 was subsequently amended by ASU 2018-19, “Codification Improvements to Topic 326, Financial Instruments – Credit Losses; ASU 2019-04, “Codification Improvements to Topic 326, Financial Instruments – Credit Losses” and ASU 2019-05, “Financial Instruments – Credit Losses (Topic 326): Targeted Transition Relief.” This ASU replaces the current incurred loss impairment methodology with a methodology that reflected expected credit losses measured at amortized cost and certain other instruments, including loans, held-to-maturity debt securities, net investments in leases, and off-balance-sheet credit exposures. On October 16, 2019, the FASB approved the proposal to delay the effective date for this standard for private and all other entities. Due to the Company’s extended transition period election, the update is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company will adopt this pronouncement beginning July 1, 2023. Management is currently evaluating the potential impact on its results of operations, financial position, and cash flows; however, due to the significant differences in the revised guidance from existing U.S. GAAP, the implementation of this guidance may result in material changes in the Company’s accounting for credit losses on financial instruments.

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Note 2- Earnings Per Share

Basic net income per common share is calculated by dividing net income by the weighted-average number of common shares outstanding during the period. The Company has a simple capital structure as it has not granted any restricted stock awards or stock options and, during the three months ended September 30, 2021, had no potentially dilutive common stock equivalents. Unallocated common shares held by the ESOP are not included in the weighted-average number of common shares outstanding for purposes of calculating earnings per common share until they are committed to be released. Set forth below is the calculation of earnings per share.


		For the Three Months
		Ended September 30,
	2021		2020

Net income applicable to common stock	$	417,091	$	365,353

Average number of shares outstanding		2,229,497		N/A
Less: Average unallocated ESOP shares		85,961		N/A

Average number of common shares outstanding used to calculate basic earnings per share		2,143,536		N/A


Earnings per common share:
Basic	$	0.19		N/A
Diluted		0.19		N/A

Note 3- Debt Securities

Debt securities have been classified in the consolidated balance sheet according to management’s intent. The carrying value of securities as of September 30, 2021 and June 30, 2021, consists of the following:


	September 30,				June 30,
		2021		2021
Available for sale debt securities, at fair value		$	12,246,677	$	10,909,764
Held to maturity debt securities, at amortized cost			657,872		708,949
		$	12,904,549	$	11,618,713

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The amortized cost and fair value of debt securities, with gross unrealized gains and losses, are as follows:


			Gross			Gross
	Amortized		Unrealized		Unrealized
	Cost		Gains		Losses		Fair Value
September 30, 2021
Available for sale debt securities
States and municipalities	$	1,830,713	$	56,580	$	(3,070)	$	1,884,223
Mortgage-backed		3,921,817		159,521		(9,555)		4,071,783
Corporate bonds		6,239,834		74,542		(23,705)		6,290,671
	$	11,992,364	$	290,643	$	(36,330)	$	12,246,677
Held to maturity debt securities
Mortgage-backed	$	657,872	$	39,167	$	—	$	697,039


			Gross		Gross
	Amortized		Unrealized		Unrealized
	Cost		Gains		Losses		Fair Value
June 30, 2021
Available for sale debt securities
States and municipalities	$	1,830,603	$	60,403	$	(3,999)	$	1,887,007
Mortgage-backed		4,557,465		165,976		(11,873)		4,711,568
Corporate bonds		4,261,638		79,251		(29,700)		4,311,189
	$	10,649,706	$	305,630	$	(45,572)	$	10,909,764
Held to maturity debt securities
Mortgage-backed	$	708,949	$	61,489	$	—	$	770,438

Securities with a carrying value of approximately $998,000 and $1,118,000 as of September 30, 2021 and June 30, 2021, were pledged to secure public deposits and debt.

The amortized cost and fair value of debt securities by contractual maturity at September 30, 2021, follows:


	Available for Sale Debt Securities				Held to Maturity Debt Securities
	Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value
September 30, 2021
Due in one year or less	$	1,158,810	$	1,178,025	$	—	$	—
Due from more than one to five years		4,327,447		4,397,975		—		—
Due from more than five to ten years		2,584,290		2,598,894		—		—
		8,070,547		8,174,894		—		—
Mortgage-backed securities		3,921,817		4,071,783		657,872		697,039
	$	11,992,364	$	12,246,677	$	657,872	$	697,039

There were no sales of available for sale debt securities during the three month periods ended September 30, 2021 and 2020.

The following table shows the gross unrealized losses and fair value of the Company’s securities with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment category and

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length of time that individual securities have been in a continuous unrealized loss position at September 30, 2021 and June 30, 2021:


	Less than 12 Months				12 Months or More				Total
	Gross				Gross				Gross
	Unrealized				Unrealized				Unrealized
	Losses		Fair Value		Losses		Fair Value		Losses		Fair Value
September 30, 2021
Available for sale debt securities
States and municipalities	$	—	$	—	$	(3,070)	$	91,931	$	(3,070)	$	91,931
Mortgage-backed		(1,625)		48,033		(7,930)		141,276		(9,555)		189,309
Corporate bonds		(23,705)		1,079,900		—		—		(23,705)		1,079,900
	$	(25,330)	$	1,127,933	$	(11,000)	$	233,207	$	(36,330)	$	1,361,140
Held to maturity debt securities
Mortgage-backed securities	$	—	$	—	$	—	$	—	$	—	$	—


	Less than 12 Months				12 Months or More				Total
	Gross				Gross				Gross
	Unrealized				Unrealized				Unrealized
	Losses		Fair Value		Losses		Fair Value		Losses		Fair Value
June 30, 2021
Available for sale debt securities
States and municipalities	$	—	$	—	$	(3,999)	$	91,001	$	(3,999)	$	91,001
Mortgage-backed		(3,760)		181,380		(8,113)		159,437		(11,873)		340,817
Corporate bonds		(29,700)		1,080,463		—		—		(29,700)		1,080,463
	$	(33,460)	$	1,261,843	$	(12,112)	$	250,438	$	(45,572)	$	1,512,281
Held to maturity debt securities
Mortgage-backed securities	$	—	$	—	$	—	$	—	$	—	$	—

There were five securities in an unrealized loss position in the less than 12 months category and five securities in the 12 months or more category at September 30, 2021. There were four securities in an unrealized loss position in the less than 12 months category and five securities in the 12 months or more category at June 30, 2021. All of these unrealized losses were caused by interest rate changes. The contractual terms of the securities do not permit the issuer to settle the securities at a price less than the amortized cost basis of the investment. Because the Company does not intend to sell the securities and it is not more likely than not that the Company will be required to sell the securities before recovery of their amortized cost bases, which may be maturity, the Company does not consider the securities to be other-than-temporarily impaired.

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Note 4- Loans

A summary of loans by major category follows:


	September 30, 2021		June 30, 2021
Commercial real estate	$	59,973,761	$	52,148,065
Commercial and industrial (1)		10,496,551		19,278,477
Construction		8,540,644		7,985,188
One-to-four-family residential		51,234,763		48,404,820
Multi-family real estate		17,435,911		17,268,048
Consumer		2,364,607		1,788,997
Total loans		150,046,237		146,873,595
Deferred loan fees		(154,782)		(518,095)
Allowance for loan losses		(2,187,306)		(2,186,182)
Loans, net	$	147,704,149	$	144,169,318

(1)

Paycheck protection loans represent $1,236,914 and $10,378,681 of the commercial and industrial loans as of September 30, 2021 and June 30, 2021.

The Company maintains a collateral pledge agreement with the FHLB covering secured advances whereby the Company has agreed to retain, free of all other pledges, liens, and encumbrances, commercial and industrial, commercial real estate, and one-to-four family residential loans. The pledged loans are discounted at a factor of 20% to 36% when aggregating the amount of loans required by the pledge agreement. The amount of eligible collateral was $34,313,803 and $35,421,507 as of September 30, 2021 and June 30, 2021, respectively. There was also FHLB stock of $262,200 pledged as of September 30, 2021 and June 30, 2021.

The Coronavirus Aid, Relief, and Economic Security Act, or CARES Act, was signed into law on March 27, 2020 and provided over $2.0 trillion in emergency economic relief to individuals and businesses impacted by the COVID-19 pandemic. The CARES Act authorized the Small Business Administration (“SBA”) to temporarily guarantee loans under a new 7(a) loan program called the Paycheck Protection Program (“PPP”). This was considered Round 1 of the PPP. Although we were not already a qualified SBA lender, we enrolled in the PPP by completing the required documentation. We subsequently obtained approval as a qualified SBA lender. On December 27, 2020, the Consolidated Appropriations Act, 2021 was signed into law and included new funding for the PPP (Round 2). The PPP ended in May 2021.

Commercial and industrial loans include loans originated under the PPP, a specialized low-interest (1%) forgivable loan program funded by the U.S. Treasury Department and administered by the SBA. The SBA guarantees 100% of the PPP loans made to eligible borrowers. The entire principal amount of the borrower’s PPP loan, including any accrued interest, is eligible to be reduced by the loan forgiveness amount under the PPP so long as employee and compensation levels of the business are maintained and the loan proceeds are used for other qualifying expenses. The Company receives a processing fee from the SBA ranging from 1% to 5% depending on the size of the loan, which is offset by a third-party servicing agent fee ranging from 0.25% to 1.0%. As of September 30, 2021, we had originated 277 PPP loans totaling $18.5 million. As of September 30, 2021, $17.3 million of these PPP loans have been forgiven. As of September 30, 2021, we had 53 PPP loans totaling $1,236,914, net of remaining deferred fees of $118,714 outstanding.

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The following tables present the activity in the allowance for loan losses by portfolio segment for the three months ended September 30, 2021 and 2020, and the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment based on impairment method as of September 30, 2021 and June 30, 2021:


	Commercial		Commercial				One-to-Four		MultiFamily
	Real Estate		and Industrial		Construction		Residential		Real Estate		Consumer		Unallocated		Total
September 30, 2021
Allowance for credit losses
Balance at beginning of year	$	1,036,301	$	157,533	$	59,649	$	409,395	$	134,216	$	4,896	$	384,192	$	2,186,182
Charge-offs		—		—		—		—		—		—		—		—
Recoveries		—		—		—		—		—		1,124		—		1,124
Provisions		187,549		(89,036)		(9,003)		(53,138)		(47,734)		(102)		11,464		—
Balance at September 30, 2021	$	1,223,850	$	68,497	$	50,646	$	356,257	$	86,482	$	5,918	$	395,656	$	2,187,306

Individually evaluated for impairment	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Collectively evaluated for impairment		1,223,850		68,497		50,646		356,257		86,482		5,918		395,656		2,187,306
Balance at end of period	$	1,223,850	$	68,497	$	50,646	$	356,257	$	86,482	$	5,918	$	395,656	$	2,187,306
Loans
Individually evaluated for impairment	$	220,739	$	—	$	—	$	307,840	$	—	$	—	$	—	$	528,579
Collectively evaluated for impairment		59,753,022		10,496,551		8,540,644		50,926,923		17,435,911		2,364,607		—		149,517,658
Balance at end of period	$	59,973,761	$	10,496,551	$	8,540,644	$	51,234,763	$	17,435,911	$	2,364,607	$	—	$	150,046,237


	Commercial		Commercial				One-to-Four		MultiFamily
	Real Estate		and Industrial		Construction		Residential		Real Estate		Consumer		Unallocated		Total
June 30, 2021
Individually evaluated for impairment	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Collectively evaluated for impairment		1,036,301		157,533		59,649		409,395		134,216		4,896		384,192		2,186,182
Balance at end of period	$	1,036,301	$	157,533	$	59,649	$	409,395	$	134,216	$	4,896	$	384,192	$	2,186,182
Loans
Individually evaluated for impairment	$	223,983	$	—	$	—	$	315,440	$	—	$	—	$	—	$	539,423
Collectively evaluated for impairment		51,924,082		19,278,477		7,985,188		48,089,380		17,268,048		1,788,997				146,334,172
Balance at end of period	$	52,148,065	$	19,278,477	$	7,985,188	$	48,404,820	$	17,268,048	$	1,788,997	$	—	$	146,873,595


	Commercial		Commercial				One-to-Four		MultiFamily
September 30, 2020	Real Estate		and Industrial		Construction		Residential		Real Estate		Consumer		Unallocated		Total
Allowance for credit losses
Balance at beginning of period	$	274,997	$	1,021,083	$	43,858	$	339,449	$	10,057	$	2,003	$	8,530	$	1,699,977
Charge-offs		—		—		—		—		—		—		—		—
Recoveries		—		—		73,128		—		—		1,652		—		74,780
Provisions		386,382		(907,851)		10,610		283,716		52,515		9,226		165,402		—
Balance at end of period	$	661,379	$	113,232	$	127,596	$	623,165	$	62,572	$	12,881	$	173,932	$	1,774,757

Individually evaluated for impairment	$	—	$	—	$	—	$	79,532	$	—	$	—	$	—	$	79,532
Collectively evaluated for impairment		661,379		113,232		127,596		543,633		62,572		12,881		173,932		1,695,225
Balance at end of period	$	661,379	$	113,232	$	127,596	$	623,165	$	62,572	$	12,881	$	173,932	$	1,774,757
Loans
Individually evaluated for impairment	$	681,152	$	—	$	—	$	2,276,722	$	—	$	—	$	—	$	2,957,874
Collectively evaluated for impairment		43,248,254		12,762,011		9,883,478		37,038,886		10,788,306		2,570,156		—		116,291,091
Balance at end of period	$	43,929,406	$	12,762,011	$	9,883,478	$	39,315,608	$	10,788,306	$	2,570,156	$	—	$	119,248,965

Credit Quality Indicators

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, collateral adequacy, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans as to credit risk. This analysis typically includes larger, non-homogeneous

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loans such as commercial and industrial and commercial real estate loans. This analysis is performed on an ongoing basis as new information is obtained. The Company uses the following definitions for risk ratings:

Pass – Loans classified as pass represent loans that are evaluated and are performing under the stated terms. Pass rated assets are analyzed by the paying capacity, the current net worth, and the value of the loan collateral of the obligor.

Special Mention/Watch – Loans classified as watch possess potential weaknesses that require management attention but do not yet warrant adverse classification. While the status of a loan put on this list may not technically trigger their classification as substandard or doubtful, it is considered a proactive way to identify potential issues and address them before the situation deteriorates further and does result in a loss for the Company.

Substandard – Loans classified as substandard are inadequately protected by the current net worth, paying capacity of the obligor, or by the collateral pledged. Substandard loans must have a well-defined weakness or weaknesses that jeopardize the repayment of the debt as originally contracted. They are characterized by the distinct possibility that the Company will sustain a loss if the deficiencies are not corrected.

Doubtful – Loans classified as doubtful have the weaknesses of those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. Loans in this category are allocated a specific reserve based on the estimated discounted cash flows from the loan (or collateral value less cost to sell for collateral dependent loans) or are charged-off if deemed uncollectible.

Based on the most recent analysis performed, the risk category of loans by class of loans as of September 30, 2021 and June 30, 2021, is as follows:


			Special Mention/
	Pass		Watch		Substandard		Doubtful
September 30, 2021
Commercial real estate	$	58,271,533	$	1,702,228	$	—	$	—
Commercial and industrial		8,834,381		1,662,170		—		—
Construction		8,540,644		—		—		—
	$	75,646,558	$	3,364,398	$	—	$	—


			Special Mention/
	Pass		Watch		Substandard		Doubtful
June 30, 2021
Commercial real estate	$	51,924,082	$	223,983	$	—	$	—
Commercial and industrial		14,245,538		5,032,939		—		—
Construction		7,985,185		—		—		—
	$	74,154,805	$	5,256,922	$	—	$	—

Residential real estate and consumer loans are managed on a pool basis due to their homogeneous nature. Loans that are 90 days or more delinquent or are not accruing interest are considered nonperforming. The following table presents the recorded investments in residential real estate and consumer loans by class based on payment activity as of September 30, 2021 and June 30, 2021:


	Performing		Nonperforming
September 30, 2021
One-to-four-family residential	$	51,031,248	$	203,515
Multi-family real estate		17,435,911		—
Consumer		2,364,607		—
	$	70,831,766	$	203,515

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	Performing		Nonperforming
June 30, 2021
One-to-four-family residential	$	48,226,426	$	178,394
Multi-family real estate		17,268,048		—
Consumer		1,788,997		—
	$	67,283,471	$	178,394

The following table summarizes the aging of the past due loans by loan class within the portfolio segments as of September 30, 2021 and June 30, 2021 (excluding COVID-19 deferrals):


	Still Accruing
	30-59 Days		60-89 Days		Over 90 Days		Nonaccrual
	Past Due		Past Due		Past Due		Balance
September 30, 2021
Commercial real estate	$	—	$	—	$	—	$	—
Commercial and industrial		—		—		—		—
Construction		—		—		—		—
One-to-four-family residential		31,733		—		—		203,515
Multi-family real estate		—		—		—		—
Consumer		—		—		—		—
Total	$	31,733	$	—	$	—	$	203,515


	Still Accruing
	30-59 Days		60-89 Days		Over 90 Days		Nonaccrual
	Past Due		Past Due		Past Due		Balance
June 30, 2021
Commercial real estate	$	—	$	—	$	—	$	—
Commercial and industrial		—		—		—		—
Construction		—		—		—		—
One-to-four-family residential		30,165		3,635		—		178,394
Multi-family real estate		—		—		—		—
Consumer		15,119		—		—		—
Total	$	45,284	$	3,635	$	—	$	178,394

Impaired Loans

A loan is considered impaired when based on current information and events, it is probable that the Company will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan.

The following table summarizes individually impaired loans by class of loans as of September 30, 2021 and June 30, 2021:


								For the Three Months Ended
								September 30, 2021
			Unpaid				Average		Interest
	Recorded		Principal		Related		Recorded		Income
	Investment		Balance (1)		Allowance		Investment		Recognized
September 30, 2021
With no related allowance recorded
Commercial real estate	$	220,739	$	238,806	$	—	$	222,361	$	3,464
One-to-four-family residential		307,840		347,418		—		311,639		7,575
	$	528,579	$	586,224	$	—	$	534,000	$	11,039

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For the Three Months Ended

September 30, 2021

Unpaid

Average

Interest

Recorded

Principal

Related

Recorded

Income

Investment

Balance (1)

Allowance

Investment

Recognized

With an allowance recorded

Commercial and industrial

—

Commercial real estate

—

One-to-four-family residential

—

Consumer

—

(1) Represents the borrower's loan obligation, gross of any previously charged-off amounts.


							For the Year Ended
							June 30, 2021
			Unpaid				Average		Interest
	Recorded		Principal		Related		Recorded		Income
	Investment		Balance (1)		Allowance		Investment		Recognized
June 30, 2021
With no related allowance recorded
Commercial real estate	$	223,983	$	242,050	$	—	$	228,710	$	14,628
One-to-four-family residential		315,440		355,019		—		334,581		20,763
	$	539,423	$	597,069	$	—	$	563,291	$	35,391

For the Year Ended

June 30, 2021

Unpaid

Average

Interest

Recorded

Principal

Related

Recorded

Income

Investment

Balance (1)

Allowance

Investment

Recognized

With an allowance recorded

Commercial and industrial

—

One-to-four-family residential

—

Consumer

—

(1) Represents the borrower's loan obligation, gross of any previously charged-off amounts.

Impaired loans include loans modified in troubled debt restructuring (TDR) where concessions have been granted to borrowers experiencing financial difficulties. These concessions could include a reduction in the interest rate on the loan, payment extensions, forgiveness of principal, forbearance, or other actions intended to maximize collection.

There were no loans modified as TDRs during the three months ended September 30, 2021 and 2020. The Company has made no commitments to lend additional funds on restructured loans.

To work with customers impacted by COVID-19, the Company is offering short-term (i.e., three months or less with the potential to extend up to six months, if necessary) loan modifications on a case by case basis to borrowers who were current in their payments at the inception of the loan modification program. Under Section 4013 of the CARES Act, loans less than 30 days past due as of December 31, 2019 are considered current for COVID-19 modifications. A financial institution can then suspend the requirements under U.S. GAAP for loan modifications related to COVID-19 that would otherwise be categorized as a TDR, and suspend any determination of a loan modified as a result of COVID-19 as being a TDR, including the requirement to determine impairment for accounting purposes. Financial institutions wishing to utilize this authority must make a policy election, which applies to any COVID-19 modification

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made between March 1, 2020 and the earlier of either January 1, 2022 or the 60th day after the end of the COVID-19 national emergency. The Company made this policy election. Similarly, the Financial Accounting Standards Board (“FASB”) has confirmed that short-term modifications made on a good faith basis in response to COVID-19 to loan customers who were current prior to any relief are not TDRs. Lastly, prior to the enactment of the CARES Act, the banking regulatory agencies provided guidance as to how certain short-term modifications would not be considered TDRs, and have subsequently confirmed that such guidance could be applicable for loans that do not qualify for favorable accounting treatment under Section 4013 of the CARES Act.

The Company received requests to modify loans, primarily consisting of the deferral of principal and interest payments and the extension of the maturity date. Of these modifications, 100% were performing in accordance with the accounting treatment under Section 4013 of the CARES Act and therefore did not qualify as TDRs. As of September 30, 2021, we had granted short-term payment deferrals on 56 loans, totaling approximately $20.0 million in aggregate principal amount. As of September 30, 2021, all of these loans have returned to normal payment status.

Note 5 - Deposits

Major classifications of deposits are as follows as of September 30, 2021 and June 30, 2021.


	Unaudited
	At September 30, 2021				At June 30, 2021
	Amount		Percent		Amount		Percent
Non-interest-bearing demand accounts	$	22,570,051	13.01	%	$	23,633,008	13.74	%
Demand, NOW, money market accounts		45,411,634	26.18	%		44,400,084	25.82	%
Savings accounts		46,050,169	26.55	%		44,688,696	25.99	%
Certificates of deposit		59,404,108	34.25	%		59,234,329	34.45	%
Total	$	173,435,962	100.00	%	$	171,956,117	100.00	%

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Note 6- Other Comprehensive Income

The changes in accumulated other comprehensive income by component for the three months ended September 30, 2021 and 2020, follows:


	Unrealized
	Gains and		Unrealized
	Losses on		Losses on
	Available		Held to
	for Sale Debt		Maturity Debt
	Securities		Securities		Total
September 30, 2021
Balance, beginning of period	$	188,558	$	(67,891)	$	120,667
Other comprehensive loss before reclassifications (net of tax)		(4,186)		—		(4,186)
Amortization of amounts transferred from debt securities available for sale to held to maturity (a)		—		5,119		5,119
Balance, end of period	$	184,372	$	(62,772)	$	121,600

(a)

The reclassification adjustment is reflected in the Consolidated Statements of Income as Interest Income-Debt Securities.


	Unrealized
	Gains and		Unrealized
	Losses on		Losses on
	Available		Held to
	for Sale Debt		Maturity Debt
	Securities		Securities		Total
September 30, 2020
Balance, beginning of period	$	262,688	$	(195,963)	$	66,725
Other comprehensive gain before reclassifications (net of tax)		9,685		—		9,685
Amortization of amounts transferred from debt securities available for sale to held to maturity (a)		—		39,096		39,096
Balance, end of period	$	272,373	$	(156,867)	$	115,506

(a)

The reclassification adjustment is reflected in the Consolidated Statements of Income as Interest Income-Debt Securities.

Note 7- Minimum Regulatory Capital Requirements

Bank regulatory authorities in the United States issue risk-based capital standards. These capital standards relate a banking company’s capital to the risk profile of its assets and provide the basis by which all banking companies and banks are evaluated in terms of capital adequacy.

The risk-based capital standards require financial institutions to maintain: (a) a minimum ratio of common equity tier 1 (“CET1”) to risk-weighted assets of at least 4.5%, (b) a minimum ratio of tier 1 capital to risk-weighted assets of at least 6.0%; (c) a minimum ratio of total (that is, tier 1 plus tier 2) capital to risk-weighted assets of at least 8.0%); and (d) a minimum leverage ratio of 3.0%, calculated as the ratio of tier 1 capital balance sheet exposures plus certain off-balance sheet exposures (computed as the average for each quarter of the month-end ratios for the quarter). In addition, the rules also limit a banking organization’s capital distributions and certain discretionary bonus payments if the banking organization does not hold a “capital conservation buffer” of 2.5% above the minimum standards stated in (a) - (c) above.

The CARES Act allows banking organizations to apply a zero percent risk weight to PPP covered loans for risk-based capital requirement purposes. In addition, because of the non-recourse nature of the Federal Reserve’s

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extension of credit to the banking organization, the banking organization is not exposed to credit or market risk from the pledged PPP covered loans. Therefore, pledged PPP covered loans are excluded from a banking organization’s regulatory capital calculation.

In September 2019, the FDIC finalized a rule to simplify the capital calculation for qualifying community banking organizations (i.e., the community bank leverage ratio (“CBLR framework”)), as required by the Economic Growth, Regulatory Relief and Consumer Protection Act. The CBLR framework is designed to reduce burden by removing the requirements for calculating and reporting risk-based capital ratios for qualifying community banking organizations that opt into the framework. Section 4012 of the CARES Act requires regulatory agencies to temporarily lower the CBLR eligibility requirement from 9.00% to 8.00% through the end of 2020. The associated regulatory interim final rule modified the CBLR framework allowing banks with a leverage ratio of 8.00% or greater to elect to use the CBLR framework. The interim final rule gradually increases the requirement back to 9.00% on January 1, 2022, requiring a ratio of 8.5% for the year beginning January 1, 2021. The interim final rule also provides a two-quarter grace period for qualifying banks whose leverage ratio falls no more than 1.00% below the required ratio for that reporting quarter. The Bank opted into the CBLR framework as of September 30, 2021 and June 30, 2021.

As of September 30, 2021 and June 30, 2021, management believes the Bank has met all capital adequacy requirements to which it is subject. As of September 30, 2021 and June 30, 2021, the most recent notification from the FDIC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since the notification that management believes have changed the Bank’s category.

The Bank’s actual capital amounts and ratios are presented in the following table (dollars in thousands):

Minimum To Be Well

Capitalized Under

Minimum Capital

Prompt Corrective

Actual

Requirements

Action Provisions

Amount

Ratio

Amount

Ratio

Amount

Ratio

September 30, 2021

(Dollars in thousands)

Tier I Capital to Average Assets

26,011

12.40

15,731

>7.5

17,828

>8.5

Minimum To Be Well

Capitalized Under

Minimum Capital

Prompt Corrective

Actual

Requirements

Action Provisions

Amount

Ratio

Amount

Ratio

Amount

Ratio

June 30, 2021

(Dollars in thousands)

Tier I Capital to Average Assets

25,452

12.47

15,313

>7.5

17,355

>8.5

A Wisconsin state-chartered savings bank is required by state law to maintain minimum net worth, as defined, in an amount equal to at least 6.0% of its total assets. At September 30, 2021, the Bank’s net worth was $26,282,715 and general loan loss reserve was $2,187,306, totaling 13.78% of total assets, which meets the state of Wisconsin’s minimum net worth requirements. At June 30, 2021, the Bank’s net worth was $25,842,077 and general loan loss reserve was $2,186,182, totaling 13.12% of total assets, which meets the state of Wisconsin’s minimum net worth requirements.

Note 8 - Employee Benefit Plans

The Company provides a 401(k) salary deferral plan to substantially all employees. Employees are allowed to make voluntary contributions to the plan up to 15% of their compensation. In addition, the Company provides discretionary matching and profit-sharing contributions as well as a safe harbor contribution.

Effective upon the completion of the Company’s initial public stock offering in April 2021, the Company established an Employee Stock Ownership Plan (“ESOP”) for all eligible employees. The ESOP used $873,970 in proceeds from a term loan obtained from the Company to purchase 87,397 shares of common stock in the initial public

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offering at a price of $10.00 per share. The ESOP loan will be repaid principally from the Company’s contribution to the ESOP in annual payments through 2045 at a fixed interest rate per annum equal to the Prime Rate (currently 3.25%). Shares are released to participants on a straight-line basis over the loan term and allocated based on participant compensation. The Company recognizes compensation benefit expense as shares are committed for release at their current market price. The difference between the market price and the cost of shares committed to be released is recorded as an adjustment to additional paid-in capital. Dividends on allocated shares, if applicable, are recorded as a reduction of retained earnings and dividends on unallocated shares are recorded as a reduction of debt. The Company recognized $14,982 (upon the release of 1,379 shares) of compensation expense related to this plan for the three months ended September 30, 2021. At September 30, 2021, there were 85,271 shares not yet released having an aggregate market value of approximately $903,873. Participants will become fully vested upon completion of three years of credited service. Eligible employees who were employed with the Company shall receive credit for vesting purposes for each year of continuous employment prior to adoption of the ESOP.

Note 9- Commitments and Contingencies

The Company is a party to credit-related financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheet. The Company’s exposure to credit loss is represented by the contractual amount of these commitments. The Company uses the same credit policies in making commitments as it does for on-balance-sheet instruments.

As of September 30, 2021 and June 30, 2021, the following financial instruments were outstanding where contract amounts represent credit risk:


	September 30, 2021		June 30, 2021
Commitments to grant loans	$	12,393,000	$	5,824,000
Unused commitments under lines of credit		8,838,000		9,352,000
MPF credit enhancements		714,299		680,777

Commitments to grant loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The commitments for equity lines of credit may expire without being drawn upon. Therefore, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if it is deemed necessary by the Company, is based on management’s credit evaluation of the customer.

Mortgage Partnership Finance (MPF) credit enhancements allow the Company to share the credit risk associated with home mortgage finance with Federal Home Loan Bank (FHLB). MPF provides the Company the ability to originate, sell, and service fixed-rate, residential mortgage loans, and receive a Credit Enhancement Fee based on the performance of the loans. FHLB manages the liquidity, interest rate, and prepayment risks of the loans while the Company manages the credit risk of the loans. The Company will incur an obligation on a foreclosure loss only after a foreclosure loss exceeds the borrower’s equity, any private mortgage insurance, and the funded first loss account. Based on the delinquency results for states where properties are located and the Company’s historical loss experience, the estimated foreclosure losses are immaterial.

The Company, from time to time, may be a defendant in legal proceedings relating to the conduct of its banking business. Most of such legal proceedings are a normal part of the banking business and, in management’s opinion as of September 30, 2021, the financial condition and results of operations of the Company would not be materially affected by the outcome of such legal proceedings.

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Note 10- Fair Value of Assets and Liabilities

The Company uses fair value measurements to record fair value adjustments to certain assets and to determine fair value disclosures. The fair value of a financial instrument 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. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. These techniques are significantly affected by the assumptions used, including the discount rate and estimate of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.

Fair value accounting guidance provides a consistent definition of fair value, which focuses on exit price in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment. The fair value is a reasonable point within the range that is most representative of fair value under current market conditions.

In accordance with this guidance, the Company groups its financial assets and liabilities generally measured at fair value in three levels, based on the markets in which the assets are traded and the reliability of the assumptions used to determine fair value.

Level 1 – Valuation is based on quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 assets and liabilities generally include debt and equity securities that are traded in an active exchange market. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.

Level 2 – Valuation is based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. The valuation may be based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the asset or liability.

Level 3 – Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities may include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

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The following table sets forth assets and liabilities measured at fair value on a recurring basis at September 30, 2021 and June 30, 2021:


			Quoted Prices in		Other Observable		Unobservable
			Active Markets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
September 30, 2021
Available for sale debt securities
States and municipalities	$	1,884,223	$	—	$	1,884,223	$	—
Mortgage-backed		4,071,783		—		4,071,783		—
Corporate bonds		6,290,671		—		6,290,671		—
Total assets	$	12,246,677	$	—	$	12,246,677	$	—


			Quoted Prices in		Other Observable		Unobservable
			Active Markets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
June 30, 2021
Available for sale debt securities
States and municipalities	$	1,887,007	$	—	$	1,887,007	$	—
Mortgage-backed		4,711,568		—		4,711,568		—
Corporate bonds		4,311,189		—		4,311,189		—
Total assets	$	10,909,764	$	—	$	10,909,764	$	—

For those available for sale debt securities where quoted prices are unavailable, fair values are calculated based on market prices of similar securities and, therefore, are classified as Level 2 within the valuation hierarchy.

Under certain circumstances the Company may make adjustments to fair value for assets and liabilities although they are not measured at fair value on an ongoing basis. The Company only had Level 3 financial assets measured at fair value on a nonrecurring basis, which is summarized below:

September 30,

June 30,

Valuation

Unobservable

Range

2021

Technique

Input

(Weighted Avg.)

Impaired loans

—

Collateral valuation

Discount from market value

0% - 57%

Foreclosed assets

—

Collateral valuation

Discount from market value

0% - 65%

Financial Disclosures about Fair Value of Financial Instruments

Accounting guidance requires disclosures of the estimated fair value of certain financial instruments and the methods and significant assumptions used to estimate their fair values. Certain financial instruments and all non-financial instruments are excluded from the scope of the guidance.

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The estimated fair values of financial instruments are as follows:


	September 30, 2021				June 30, 2021
	Carrying Value		Fair Value		Carrying Value		Fair Value
Financial Assets
Cash and due from banks	$	1,763,902	$	1,763,902	$	1,989,643	$	1,989,643
Federal funds sold		29,665,000		29,665,000		44,059,000		44,059,000
Interest bearing deposits in other financial institutions		1,998,530		1,998,530		2,062,463		2,062,463
Available for sale debt securities		12,246,677		12,246,677		10,909,764		10,909,764
Held to maturity debt securities		657,872		697,039		708,949		770,438
Loans, net		147,704,149		148,342,000		144,169,318		145,596,000
Investment in restricted stock		262,200		262,200		262,200		262,200
Interest receivable		503,447		503,447		552,516		552,516
Financial Liabilities
Deposits	$	173,435,962	$	175,915,000	$	171,956,117	$	174,555,000
Paycheck protection program lending facility		1,236,914		1,236,914		10,372,148		10,372,148
Accrued interest payable		20,232		20,232		10,152		10,152

The methods and assumptions that were used to estimate the fair value of financial assets and financial liabilities that are measured at fair value on a recurring and non-recurring basis have been previously disclosed. A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below:

Cash and due from banks – Due to their short -term nature, the carrying amount of cash and due from banks approximates fair value and is categorized in level 1 of the fair value hierarchy.

Interest bearing deposits in other financial institutions- Due to their short -term nature, the carrying amount of interest- bearing deposits in other financial institutions approximates fair value and is categorized in level 1 of the fair value hierarchy.

Available for sale securities – The fair value is estimated using quoted market prices or by using pricing models and is categorized in level 2 of the fair value hierarchy.

Held to maturity debt securities-The fair value is estimated using quoted market prices or by pricing models and is categorized as level 2 of the fair value hierarchy.

Loans– The fair value of variable rate loans that reprice frequently are based on carrying values. The fair value of other loans is estimated by discounting future cash flows using current rates at which similar loans would be made to borrowers with similar credit ratings and is categorized in level 3 of the fair value hierarchy. Loans held for sale are included with loans, net above, with fair value based on commitments on hand from investors or prevailing market prices and is categorized in level 3 of the fair value hierarchy.

Investments in restricted stock – No secondary market exists for FHLB stock. The stock is bought and sold at par by the FHLB and management believes the carrying amount approximates fair value and is categorized in level 2 of the fair value hierarchy.

Paycheck Protection Program Lending Facility-Due to their short-term nature, the carrying amount approximates fair value and is categorized as level 3 of the fair value hierarchy.

Interest receivable – Due to their short -term nature, the carrying amount approximates fair value and is categorized in level 1 of the fair value hierarchy.

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Deposits – Fair value of deposits with no stated maturity, such as demand deposits, savings, and money market accounts, by definition, is the amount payable on demand on the reporting date. Fair value of fixed rate time deposits is estimated using discounted cash flows applying interest rates currently offered on similar time deposits. Deposits are categorized in level 2 of the fair value hierarchy.

Borrowings – The carrying amount approximates fair value and is categorized in level 2 of the fair value hierarchy.

Accrued interest payable – Due to their short-term nature, the carrying amount approximates fair value and is categorized in level 1 of the fair value hierarchy.

The estimated fair value of fee income on letters of credit at September 30, 2021 and June 30, 2021 is insignificant. Loan commitments on which the committed interest rate is less than the current market rate are also insignificant at September 30, 2021 and June 30, 2021.

Note 11- Revenue Recognition

In accordance with FASB Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (Topic 606) and all subsequent amendments, the Company’s services that fall within the scope of Topic 606 are presented within non-interest income and are recognized as revenue as the Company satisfies its obligation to the customer. All of the Company’s revenue from contracts with customers in the scope of Topic 606 is recognized within non-interest income which includes service charges on deposit accounts and the sale of foreclosed assets.

A description of the Company’s revenue streams accounted for under Topic 606 follows:

Service Charges on Deposit Accounts: Service charges on deposit accounts relate to fees generated from a variety of deposit products and services rendered to customers. Charges include, but are not limited to, overdraft fees, non-sufficient fund fees, dormant fees, and monthly service charges. Such fees are recognized concurrent with the event on a daily basis or on a monthly basis depending upon the customer’s cycle date.

Gains (Losses) on Sales of Foreclosed Assets: The Company records a gain or loss from a sale of foreclosed assets when control of the property transfers to the buyer, which generally occurs at the time of an executed deed. If the Company finances the sale of foreclosed asset to the buyer, the Company assesses whether the buyer is committed to perform their obligations under the contract and whether collectability of the transaction price is probable. Once these criteria are met, the foreclosed asset is derecognized, and the gain or loss on sale is recorded upon the transfer of control of the property to the buyer. In determining the gain or loss on the sale, the Company adjusts the transaction price and related gain (loss) on sale if a significant financing component is present.

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

This discussion and analysis reflects our consolidated financial statements and other relevant statistical data, and is intended to enhance your understanding of our financial condition and results of operations. The information in this section has been derived from the accompanying consolidated financial statements. You should read the information in this section in conjunction with the business and financial information regarding Marathon Bancorp, Inc. provided in this Form 10-Q and the Company’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission on September 28, 2021.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report contains certain forward-looking statements, which are included pursuant to the “safeharbor” provisions of the Private Securities Litigation Reform Act of 1995, and reflect management’s beliefs and expectations based on information currently available. These forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “assume,” “plan,” “seek,” “expect,” “will,” “may,” “should,” “indicate,” “would,” “contemplate,” “continue,” “potential,” “target” and words of similar meaning. These forward-looking statements include, but are not limited to:

●

statements of our goals, intentions and expectations;

●

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

●

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

●

estimates of our risks and future costs and benefits.

These forward-looking statements are based on our current beliefs and expectations and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. We are under no duty to and do not take any obligation to update any forward-looking statements after the date of this quarterly report on Form 10-Q.

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

●

conditions relating to the COVID-19 pandemic, including the severity and duration of the associated economic slowdown either nationally or in our market areas, that are worse than expected;

●

Government action in response to the COVID-19 pandemic and its effects on our business and operations, including vaccination mandates and their effects on our workforce, human capital resources and infrastructure;

●

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

●

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

●

our ability to access cost-effective funding;

●

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

●

demand for loans and deposits in our market area;

●

our ability to implement and change our business strategies;

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competition among depository and other financial institutions;

●

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

●

adverse changes in the securities or secondary mortgage markets, including our ability to sell loans in the secondary market;

●

changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements;

●

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

●

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

●

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

●

a failure or breach of our operational or security systems or infrastructure, including cyberattacks;

●

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

●

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

●

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

●

changes in consumer spending, borrowing and savings habits;

●

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

●

our ability to retain key employees;

●

our ability to control operating costs and expenses, including compensation expense associated with equity allocated or awarded to our employees in the future; and

●

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

Overview

Net Interest Income. Our primary source of income is net interest income. Net interest income is the difference between interest income, which is the income we earn on our loans and investments, and interest expense, which is the interest we pay on our deposits and borrowings.

Provision for Loan Losses. The allowance for loan losses is a valuation allowance for probable incurred credit losses. The allowance for loan losses is increased through charges to the provision for loan losses. Loans are charged against the allowance when management believes that the collectability of the principal loan amount is not probable. Recoveries on loans previously charged-off, if any, are credited to the allowance for loan losses when realized.

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Non-interest Income. Our primary sources of non-interest income are mortgage banking income, service charges on deposit accounts and net gains in the cash surrender value of bank owned life insurance. Other sources of non-interest income include net gain or losses on sales and calls of securities, net gain or loss on disposal of foreclosed assets and other income.

Non-Interest Expenses. Our non-interest expenses consist of salaries and employee benefits, net occupancy and equipment, data processing and office, professional fees, marketing expenses and other general and administrative expenses, including premium payments we make to the FDIC for insurance of our deposits.

Provision for Income Taxes. Our income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between the carrying amounts and the tax basis of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amounts expected to be realized.

Summary of Significant Accounting Policies

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

In 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for qualifying public companies. As an “emerging growth company” we may delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. We intend to take advantage of the benefits of this extended transition period. Accordingly, our financial statements may not be comparable to companies that comply with such new or revised accounting standards.

The following represent our significant accounting policies:

Allowance for Loan Losses. The allowance for loan losses established as losses is estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectability of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.

The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

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changes in the volume and severity of past due, nonaccrual and other adversely graded loans; changes in the loan review system; changes in the value of the underlying collateral for collateral-dependent loans; concentrations of credit; and the effect of other external factors such as competition and legal and regulatory requirements. As a result of the COVID-19 pandemic, at June 30, 2020, we slightly increased certain of our qualitative loan portfolio risk factors relating to local and national economic conditions as well as industry conditions and concentrations, which have experienced deterioration due to the effects of the COVID-19 pandemic. At September 30, 2021 and June 30, 2021, the qualitative loan portfolio risk factors were slightly reduced in all loan categories except commercial real estate which we believe exhibits the most credit risk related to local and national economic conditions as well as industry conditions and concentrations.

A loan is considered impaired when, based on current information and events, it is probable that we will be unable to collect the scheduled payments of principal and interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reason for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis for commercial and commercial real estate loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s observable market price, or the fair value of the collateral if the loan is collateral dependent.

As an integral part of their examination process, various regulatory agencies review the allowance for loan losses as well. Such agencies may require that changes in the allowance for loan losses be recognized when such regulatory credit evaluations differ from those of management based on information available to the regulators at the time of their examinations.

Provision for Income Taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

We recognize the tax effects from an uncertain tax position 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. We recognize 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% likelihood of being realized, upon ultimate settlement with the relevant tax authority. We recognize interest and penalties accrued or released related to uncertain tax positions in current income tax expense or benefit.

Debt Securities. Available-for-sale and held-to-maturity debt securities are reviewed by management on a quarterly basis, and more frequently when economic or market conditions warrant, for possible other-than-temporary impairment. In determining other-than-temporary impairment, management considers many factors, including the length of time and the extent to which the fair value has been less than cost, the financial condition and near-term prospectus of the issuer, whether the market decline was affected by macroeconomic conditions and whether the bank has the intent to sell the debt security or more likely than not will be required to sell the debt security before its anticipated recovery. A decline in value that is considered to be other-than-temporary is recorded as a loss within non-interest income in the statement of income. The assessment of whether other-than-temporary impairment exists involves a high degree of subjectivity and judgment and is based on the information available to management at a point in time. In order to determine other-than-temporary impairment for mortgage-backed securities, asset-backed securities and collateralized mortgage obligations, we compare the present value of the remaining cash flows as estimated at the preceding evaluation

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date to the current expected remaining cash flows. Other-than-temporary impairment is deemed to have occurred if there has been an adverse change in the remaining expected future cash flows.

Comparison of Financial Condition at September 30, 2021 and June 30, 2021

Total Assets. Total assets decreased $7.0 million, or 3.3%, to $206.6 million at September 30, 2021 from $213.6 million at June 30, 2021. The decrease was primarily due to a decrease of $14.6 million, or 31.7%, in cash and cash equivalents, offset in part by a $1.3 million, or 12.3% increase, in debt securities available for sale and a $3.5 million, or 2.5% increase, in loans, net of the allowance for loan losses. The Company also purchased an additional $3.0 million of bank owned life insurance during the three months ended September 30, 2021.

Cash and Cash Equivalents. Total cash and cash equivalents decreased $14.6 million, or 31.7%, to $31.4 million at September 30, 2021 from $46.0 million at June 30, 2021, primarily due to cash used to fund loan originations, the purchase of a $2.0 million corporate bond in our debt securities available for sale portfolio and an additional purchase of $3.0 million of bank owned life insurance.

Debt Securities Available for Sale. Total debt securities available for sale increased $1.3 million, or 12.3%, to $12.2 million at September 30, 2021 from $10.9 million at June 30, 2021. The increase was primarily due to the purchase of a $2.0 million corporate bond offset by paydowns and maturities of our mortgage-backed securities portfolio.

Debt Securities Held to Maturity. Total debt securities held to maturity decreased $51,000, or 7.2%, to $658,000 at September 30, 2021 from $709,000 at June 30, 2021. The decrease was primarily due to a decrease of mortgage-backed securities as a result of maturities.

Net Loans. Net loans increased $3.5 million, or 2.5%, to $147.7 million at September 30, 2021 from $144.2 million at June 30, 2021. The increase was primarily due to a $7.9 million, or 15.0%, increase in commercial real estate loans to $60.0 million at September 30, 2021 from $52.1 million at June 30, 2021 and an increase in one- to four-family residential loans of $2.8 million, or 5.9%, to $51.2 million at September 30, 2021 from $48.4 million at June 30, 2021. Commercial and industrial loans decreased by $8.8 million, or 45.6%, to $10.5 million at September 30, 2021 from $19.3 million at June 30, 2021 primarily due to the repayment by the SBA of forgiven PPP loans. PPP loans totaled $1.2 million as of September 30, 2021 as compared to $10.4 million as of June 30, 2021. The increase in commercial real estate loans was primarily due to our strategy to enhance our commercial real estate lending in Southeastern Wisconsin. One- to four-family residential loans increased due to additional growth with respect to adjustable-rate one- to four-family residential loans.

Deposits. Total deposits increased $1.4 million, or 0.9%, to $173.4 million at September 30, 2021 from $172.0 million at June 30, 2021. The increase in deposits was primarily due to an increase in savings accounts of $1.4 million, or 3.0%, to $46.1 million at September 30, 2021 from $44.7 million at June 30, 2021. The remaining deposit categories remained virtually unchanged when comparing September 30, 2021 to June 30, 2021.

Borrowings. Our borrowings from the Federal Reserve PPP Liquidity Facility to fund our PPP loans decreased by $9.1 million, or 88.1%, to $1.2 million at September 30, 2021 from $10.4 million at June 30, 2021. This decrease was due to the repayment by the SBA of forgiven PPP loans.

Stockholders’ Equity. Total stockholders’ equity increased by $433,000, or 1.5%, to $30.3 million at September 30, 2021 from $29.8 million at June 30, 2021. The increase was primarily due to net income of $417,000.

Average Balance Sheets

The following table sets forth average balances, average yields and costs, and certain other information for the periods indicated. No tax-equivalent yield adjustments have been made, as the effects would be immaterial. All average balances are daily average balances. Non-accrual loans were included in the computation of average balances. The yields

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set forth below include the effect of deferred fees, discounts, and premiums that are amortized or accreted to interest income or interest expense, as applicable. Loan balances include loans held for sale.


	For the Three Months Ended September 30,
	2021							2020
	Average					Average		Average					Average
	Outstanding					Yield/Rate		Outstanding					Yield/Rate
	Balance			Interest		(1)		Balance			Interest		(1)

	(Dollars in thousands)
Interest-earning assets:
Loans (excluding PPP loans)	$	139,274		$	1,439	4.16	%	$	112,334		$	1,309	4.72	%
PPP loans		3,054			373	57.96	%		6,100			39	2.57	%
Debt securities		12,667			80	2.53	%		17,192			114	2.66	%
Cash and cash equivalents		42,414			9	0.08	%		29,760			3	0.04	%
Other		262			3	3.06	%		262			3	3.63	%
Total interest-earning assets		197,671			1,904	3.87	%		165,648			1,468	3.57	%
Noninterest-earning assets		12,522							5,696
Total assets	$	210,193					$		171,344
Interest-bearing liabilities:
Demand deposits/NOW and Money Market	$	49,607			43	0.34	%	$	39,140			34	0.35	%
Savings deposits		45,774			17	0.15	%		39,630			13	0.13	%
Certificates of deposit		59,383			171	1.15	%		43,981			235	2.14	%
Total interest-bearing deposits		154,764			231	0.59	%		122,751			282	0.92	%
FHLB advances and other borrowings		—			—	—	%		8,000			6	0.30	%
PPP Liquidity Facility borrowings		4,182			4	0.38	%		6,407			6	0.34	%
Total interest-bearing liabilities		158,946			235	0.59	%		137,158			294	0.86	%
Non-interest bearing demand deposits		23,237							12,095
Other non-interest bearing liabilities		1,067							1,196
Total Liabilities		183,250							150,449
Total Equity		26,943							20,895
Total liabilities and equity	$	210,193						$	171,344
Net interest income				$	1,669						$	1,174
Net interest rate spread (2)		3.28	%						2.71	%
Net interest-earning assets (3)	$	38,725						$	28,490				(10,235)
Net interest margin (4)		3.39	%						2.85	%
Average interest-earning assets to interest-bearing liabilities		124.36	%						120.77	%

(1)	Annualized.

(2)	Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate of interest-bearing liabilities.

(3)	Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.

(4)	Net interest margin represents net interest income divided by average total interest-earning assets.

Rate/Volume Analysis

The following table presents the effects of changing rates and volumes on our net interest income for the periods indicated. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The total column represents the sum of the prior columns. For purposes of this table, changes attributable to both

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rate and volume, which cannot be segregated, have been allocated proportionately based on the changes due to rate and the changes due to volume.


		Three Months Ended September 30,
		2021 vs. 2020
		Increase (Decrease) Due to				Total
						Increase
		Volume		Rate		(Decrease)

	(In thousands)
Interest-earning assets:
Loans (excluding PPP loans)		$	318	$	(188)	$	130
PPP loans			(20)		354		334
Debt securities			(30)		(4)		(34)
Cash and cash equivalents			1		5		6
Other			—		—		—
Total interest-earning assets			269		167		436
Interest-bearing liabilities:
Demand, NOW and money market deposits			9		—		9
Savings deposits			2		2		4
Certificates of deposit			83		(147)		(64)
Total interest-bearing deposits			94		(145)		(51)
FHLB advances and other borrowings			(6)		—		(6)
PPP Liquidity Facility borrowings			(2)		—		(2)
Total interest-bearing liabilities			86		(145)		(59)
Change in net interest income		$	183	$	312	$	495

Comparison of Operating Results for the Three Months Ended September 30, 2021 and 2020

General. Net income was $417,000 for the three months ended September 30, 2021, an increase of $52,000, or 14.2%, from net income of $365,000 for the three months ended September 30, 2020. The increase in net income for the three months ended September 30, 2021 was primarily attributed to a $496,000 increase in net-interest income offset by a $284,000 decrease in non-interest income, a $121,000 increase in non-interest expenses and a $39,000 increase in the provision for income taxes.

Interest Income. Interest income increased by $436,000, or 29.7%, to $1.9 million for the three months ended September 30, 2021 compared to $1.5 million for the three months ended September 30, 2020 due to an increase in loan interest income, partially offset by a decrease in debt securities interest income. Other interest income also increased by $5,000.

Loan interest income increased by $465,000, or 34.5%, to $1.8 million for the three months ended September 30, 2021 from $1.3 million for the three months ended September 30, 2020, due to an increase in the average balance of the loan portfolio partially offset by a decrease in the average yield on loans (excluding PPP loans). The average balance of the loan portfolio (including PPP loans) increased by $23.9 million, or 20.2%, from $118.4 million for the three months ended September 30, 2020 to $142.3 million for the three months ended September 30, 2021. The increase in the average balance of loans was due to our continued efforts to increase commercial real estate loans in Southeastern Wisconsin offset by a decrease in the average balance of PPP loans due to the repayment by the SBA of forgiven PPP loans. One-to-four family residential loans and multi-family loans also increased. The average yield on the loan portfolio (excluding PPP loans) decreased by 56 basis points from 4.72% for the three months ended September 30, 2020 to 4.16% for the three months ended September 30, 2021. The decrease in the average yield on loans was primarily due to a decrease in market interest rates since September 30, 2020. In addition, loan interest income was positively impacted by the recognition of deferred fee income of $365,000 during the three months ended September 30, 2021 on

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the forgiven PPP loans repaid by the SBA compared to only $3,000 for the three months ended September 30, 2020. As of September 30, 2021, we had $1.2 million of outstanding PPP loans, net of deferred fee income of $118,714. The remaining deferred fee income will be recognized as forgiven PPP loans are repaid by the SBA.

Debt securities interest income decreased $34,000, or 30.0%, to $80,000 for the three months ended September 30, 2021 from $114,000 for the three months ended September 30, 2020 due to decreases of $4.5 million in the average balance of the debt securities portfolio and 13 basis points in the average yield on the debt securities portfolio to 2.53% for the three months ended September 30, 2021 from 2.66% for the three months ended September 30, 2020. The decrease in the average balance of the debt securities portfolio was primarily due to securities paydowns which was offset by the purchase of a $2.0 million corporate bond during the three months ended September 30, 2021. The decrease in the average yield of debt securities was due to the decrease in the average yield of our collateralized mortgage obligations with inverse floating rates.

Interest Expense. Interest expense decreased $60,000, or 20.1%, to $234,000 for the three months ended September 30, 2021 from $294,000 for the three months ended September 30, 2020, due to a decrease of $51,000 in interest paid on deposits and a decrease of $8,000 in interest paid on borrowings.

Interest expense on deposits decreased $51,000, or 18.2%, to $231,000 for the three months ended September 30, 2021 from $282,000 for the three months ended September 30, 2020 due to a decrease in interest expense on certificates of deposit which was slightly offset by an increase in interest expense on interest-bearing core deposits (consisting of demand, NOW, money market and savings accounts). Interest expense on certificates of deposit decreased $64,000, or 27.2%, to $171,000 for the three months ended September 30, 2021 from $235,000 for the three months ended September 30, 2020 due to decreases in the average rate paid on certificates of deposit which was offset by an increase in the average balance of certificates of deposit. The average rate paid on certificates of deposit decreased 99 basis points to 1.15% for the three months ended September 30, 2021 from 2.14% for the three months ended September 30, 2020 due to the decline in market rates. The average balance of certificates of deposit increased by $15.4 million for the three months ended September 30, 2021 compared to the three months ended September 30, 2020 due to the purchase of $15.1 million in brokered certificates of deposit in March 2021 and the number of new customers added by the Company, offset by our strategic initiative to reduce our higher cost certificates of deposit. Interest expense on interest-bearing core deposits increased by $13,000, or 27.7%, to $60,000 for the three months ended September 30, 2021 from $47,000 for the three months ended September 30, 2020. The average rate paid on our interest-bearing core deposits increased slightly by 1 basis point to 0.25% for the three months ended September 30, 2021 from 0.24% for the three months ended September 30, 2020. The average balance of our interest-bearing core deposits increased by $16.6 million during the three months ended September 30, 2021 compared to the three months ended September 30, 2020 and was primarily related to deposits associated with the origination of Paycheck Protection Program (PPP) loans and consumer stimulus payments.

Net Interest Income. Net interest income increased $496,000, or 42.2%, to $1.7 million for the three months ended September 30, 2021 from $1.2 million for the three months ended September 30, 2020 due to an increase in net interest-earning assets and an increase in the net interest rate spread. Also included in net interest income for the three months ended September 30, 2021 was the recognition of deferred fee income of $365,000 on the forgiven PPP loans repaid by the SBA compared to only $3,000 for the three months ended September 30, 2020. Net interest-earning assets increased by $10.2 million, or 35.9%, to $38.7 million for the three months ended September 30, 2021 from $28.5 million for the three months ended September 30, 2020. Net interest rate spread increased by 57 basis points to 3.28% for the three months ended September 30, 2021 from 2.71% for the three months ended September 30, 2020, reflecting a 30 basis points increase in the average yield on interest-earning assets and a 27 basis points decrease in the average rate paid on interest-bearing liabilities. The net interest margin increased 54 basis points to 3.39% for the three months ended September 30, 2021 from 2.85% for the three months ended September 30, 2020. The increase in the average yield on interest earning assets for the three months ended September 30, 2021 compared to the three months ended September 30, 2020 was primarily due to the $365,000 in deferred fee income recognized on the forgiven PPP loans repaid by the SBA. The decrease in the average interest rate paid on interest-bearing liabilities continues to be due to the sharp decrease in interest rates in response to the economic downturn caused by the COVID-19 pandemic. The net interest rate spread and net interest margin for the three months ended September 30, 2021 would have been approximately 2.53%

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and 2.65%, respectively when excluding the $365,000 in deferred fee income recognized on forgiven PPP loans repaid by the SBA. We expect further compression in our net interest margin in future periods.

Provision for Loan Losses. Provisions for loan losses are charged to operations to establish an allowance for loan losses at a level necessary to absorb known and inherent losses in our loan portfolio that are both probable and reasonably estimable at the date of the financial statements. In evaluating the level of the allowance for loan losses, management analyzes several qualitative loan portfolio risk factors including, but not limited to, management’s ongoing review and grading of loans, facts and issues related to specific loans, historical loan loss and delinquency experience, trends in past due and non-accrual loans, existing risk characteristics of specific loans or loan pools, changes in the nature, volume and terms of loans, the fair value of underlying collateral, changes in lending personnel, current economic conditions and other qualitative and quantitative factors which could affect potential credit losses. Beginning with the three months ended June 30, 2020, as a result of the COVID-19 pandemic, we increased certain of our qualitative loan portfolio risk factors relating to local and national economic conditions as well as industry conditions and concentrations, which have experienced deterioration due to the effects of the COVID-19 pandemic. At September 30, 2021 and June 30, 2021, the qualitative loan portfolio risk factors were slightly reduced in all loan categories except commercial real estate which we believe exhibits the most credit risk related to local and national economic conditions as well as industry conditions and concentrations. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Marathon Bancorp. Inc.—Summary of Significant Accounting Policies” for additional information.

After an evaluation of these factors, we recorded no provision for loan losses for the three months ended September 30, 2021 or 2020. Our allowance for loan losses was $2.2 million and $1.8 million at September 30, 2021 and 2020, respectively. The allowance for loan losses to total loans was 1.46% at September 30, 2021 and 1.48% at September 30, 2020. We recorded net recoveries of $1,000 for the three months ended September 30, 2021 and net recoveries of $75,000 for the three months ended September 30, 2020. Non-performing assets increased to $204,000, or 0.10% of total assets, at September 30, 2021, compared to $178,000, or 0.08% of total assets, at June 30, 2021.

To the best of our knowledge, we have recorded all loan losses that are both probable and reasonable to estimate at September 30, 2021. However, future changes in the factors described above, including, but not limited to, actual loss experience with respect to our loan portfolio, could result in material increases in our provision for loan losses. In addition, the WDFI and the FDIC, as an integral part of their examination process, will periodically review our allowance for loan losses, and as a result of such reviews, we may have to adjust our allowance for loan losses.

Non-interest Income. Non-interest income information is as follows.


	Three Months Ended
	September 30,				Change
	2021		2020		Amount		Percent

	(Dollars in thousands)
Service charges on deposit accounts	$	42	$	43	$	(1)	(2.3)	%
Mortgage banking		186		479		(293)	(61.2)	%
Increase in cash surrender value of BOLI		47		42		5	11.9	%
Other		6		1		5	500.0	%
Total non-interest income	$	281	$	565	$	(284)	(50.3)	%

Non-interest income decreased by $284,000 to $281,000 for the three months ended September 30, 2021 from $565,000 for the three months ended September 30, 2020 due primarily to a decrease in mortgage banking income. Mortgage banking income (consisting primarily of sales of fixed-rate one- to four-family residential real estate loans) decreased by $293,000 as we sold $6.6 million of mortgage loans into the secondary market during the three months ended September 30, 2021 compared to $17.4 million of such sales during the three months ended September 30, 2020 due to an increase in market rates, which resulted in decreased demand for mortgage loan refinancing.

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Non-interest Expenses. Non-interest expenses information is as follows.


	Three Months Ended
	September 30,				Change
	2021		2020		Amount		Percent

	(Dollars in thousands)
Salaries and employee benefits	$	825	$	795	$	30	3.8	%
Occupancy and equipment		176		161		15	9.3	%
Data processing and office		97		111		(14)	(12.6)	%
Professional fees		157		59		98	166.1	%
Marketing expenses		15		13		2	15.4	%
Other		129		139		(10)	(7.2)	%
Total non-interest expenses	$	1,399	$	1,278	$	121	9.5	%

Non-interest expenses were $1.4 million for the three months ended September 30, 2021 as compared to $1.3 million for the three months ended September 30, 2020. Salaries and employee benefits increased $30,000 due primarily to personnel changes. Professional fees increased $98,000 primarily due to costs associated with being a public company including but not limited to preparing and filing the required periodic reports with the Securities and Exchange Commission.

Provision for Income Taxes. Income tax expense was $133,000 for the three months ended September 30, 2021, an increase of $38,000, as compared to income tax expense of $95,000 for the three months ended September 30, 2020. The increase in income tax expense was primarily due to an increase in income before taxes. The effective tax rate for the three months ended September 30, 2021 and 2020 was 24.3% and 20.6%, respectively.

Asset Quality

Loans Past Due and Non-Performing Assets. Loans are reviewed on a regular basis. Management determines that a loan is impaired or non-performing when it is probable at least a portion of the loan will not be collected in accordance with the original terms due to a deterioration in the financial condition of the borrower or the value of the underlying collateral if the loan is collateral dependent. When a loan is determined to be impaired, the measurement of the loan in the allowance for loan losses is based on present value of expected future cash flows, except that all collateral-dependent loans are measured for impairment based on the fair value of the collateral. Non-accrual loans are loans for which collectability is questionable and, therefore, interest on such loans will no longer be recognized on an accrual basis. All loans that become 90 days or more delinquent are placed on non-accrual status unless the loan is well secured and in the process of collection. When loans are placed on non-accrual status, unpaid accrued interest is fully reversed, and further income is recognized only to the extent received on a cash basis or cost recovery method.

When we acquire real estate as a result of foreclosure, the real estate is classified as real estate owned. The real estate owned is recorded at the lower of carrying amount or fair value, less estimated costs to sell. Soon after acquisition, we order a new appraisal to determine the current market value of the property. Any excess of the recorded value of the loan satisfied over the market value of the property is charged against the allowance for loan losses, or, if the existing allowance is inadequate, charged to expense of the current period. After acquisition, all costs incurred in maintaining the property are expensed. Costs relating to the development and improvement of the property, however, are capitalized to the extent of estimated fair value less estimated costs to sell.

A loan is classified as a troubled debt restructuring if, for economic or legal reasons related to the borrower’s financial difficulties, we grant a concession to the borrower that we would not otherwise consider. This usually includes a modification of loan terms, such as a reduction of the interest rate to below market terms, capitalizing past due interest or extending the maturity date and possibly a partial forgiveness of the principal amount due. Interest income on restructured loans is accrued after the borrower demonstrates the ability to pay under the restructured terms through a sustained period of repayment performance, which is generally six consecutive months.

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The CARES Act, in addition to providing financial assistance to both businesses and consumers, creates a forbearance program for federally-backed mortgage loans, protects borrowers from negative credit reporting due to loan accommodations related to the national emergency, and provides financial institutions the option to temporarily suspend certain requirements under U.S. GAAP related to troubled debt restructurings for a limited period of time to account for the effects of COVID-19. The Federal banking regulatory agencies have likewise issued guidance encouraging financial institutions to work prudently with borrowers who are, or may be, unable to meet their contractual payment obligations because of the effects of COVID-19. That guidance, with concurrence of the Financial Accounting Standards Board, and provisions of the CARES Act allow modifications made on a good faith basis in response to COVID-19 to borrowers who were generally current with their payments prior to any relief, to not be treated as troubled debt restructurings. Modifications may include payment deferrals, fee waivers, extensions of repayment term, or other delays in payment. We have worked with our customers affected by COVID-19 and accommodated a significant amount of loan modifications across our loan portfolios. To the extent that additional modifications meet the criteria previously described, such modifications are not expected to be classified as troubled debt restructurings.

Delinquent Loans. The following table sets forth our loan delinquencies, including non-accrual loans, by type and amount at the dates indicated (excluding COVID-19 deferrals). We had no PPP loans delinquent at September 30, 2021 or June 30, 2021.


	At September 30, 2021						At June 30, 2021
	30-59		60-89		90 Days		30-59		60-89		90 Days
	Days		Days		or More		Days		Days		or More
	Past Due		Past Due		Past Due		Past Due		Past Due		Past Due

	(In thousands)
Real estate loans:
One- to four-family residential	$	32	$	—	$	204	$	30	$	4	$	178
Multifamily		—		—		—		—		—		—
Commercial		—		—		—		—		—		—
Construction		—		—		—		—		—		—
Commercial and industrial		—		—		—		—		—		—
Consumer		—		—		—		15		—		—
Total	$	32	$	—	$	204	$	45	$	4	$	178

Non-Performing Assets. The following table sets forth information regarding our non-performing assets. Non-accrual loans include non-accruing troubled debt restructurings of $140,000 and $72,000 as of September 30, 2021 and June 30, 2021, respectively. Troubled debt restructurings include loans for which either a portion of interest or principal has been forgiven, or loans modified at interest rates materially less than current market rates.

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	At September 30,			At June 30,
	2021			2021

	(Dollars in thousands)
Non-accrual loans:
Real estate loans:
One- to four-family residential	$	204		$	178
Multifamily		—			—
Commercial		—			—
Construction		—			—
Commercial and industrial		—			—
Consumer		—			—
Total non-accrual loans		204			178
Accruing loans past due 90 days or more		—			—
Real estate owned:
One- to four-family residential		—			—
Multifamily		—			—
Commercial		—			—
Construction		—			—
Commercial and industrial		—			—
Consumer		—			—
Total real estate owned		—			—
Total non-performing assets	$	204		$	178
Total accruing troubled debt restructured loans	$	389		$	468
Total non-performing loans to total loans		0.14	%		0.12	%
Total non-performing loans to total assets		0.10	%		0.08	%
Total non-performing assets to total assets		0.10	%		0.08	%

Classified Assets. Federal regulations provide for the classification of loans and other assets, such as debt and equity securities considered to be of lesser quality, as “substandard,” “doubtful” or “loss.” An asset is considered “substandard” if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. “Substandard” assets include those characterized by the “distinct possibility” that the insured institution will sustain “some loss” if the deficiencies are not corrected. Assets classified as “doubtful” have all of the weaknesses inherent in those classified “substandard,” with the added characteristic that the weaknesses present make “collection or liquidation in full,” on the basis of currently existing facts, conditions, and values, “highly questionable and improbable.” Assets classified as “loss” are those considered “uncollectible” and of such little value that their continuance as assets without the establishment of a specific loss allowance is not warranted. Assets which do not currently expose the insured institution to sufficient risk to warrant classification in one of the aforementioned categories but possess weaknesses are designated as “special mention” or “Watch” by our management.

When an insured institution classifies problem assets as either substandard or doubtful, it may establish general allowances in an amount deemed prudent by management to cover probable accrued losses. General allowances represent loss allowances which have been established to cover probable accrued losses associated with lending activities, but which, unlike specific allowances, have not been allocated to particular problem assets. When an insured institution classifies problem assets as “loss,” it is required either to establish a specific allowance for losses equal to 100% of that portion of the asset so classified or to charge-off such amount. An institution’s determination as to the classification of its assets and the amount of its valuation allowances is subject to review by the regulatory authorities, which may require the establishment of additional general or specific loss allowances.

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On the basis of our review of our loans our classified and special mention or watch loans at the dates indicated were as follows:


	At September 30,		At June 30,
	2021		2021

		(In thousands)

Classification of Loans:
Substandard	$	—	$	—
Doubtful		—		—
Loss		—		—
Total Classified Loans	$	—	$	—
Special Mention	$	3,364	$	5,257

Allowance for Loan Losses

The allowance for loan losses established as losses is estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectability of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.

The allowance consists of allocated and general components. The allocated component relates to loans that are classified as impaired. For those loans that are classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. General components cover non-impaired loans and are based on historical loss rates for each portfolio segment, adjusted for the effects of qualitative or environmental factors that are likely to cause estimated credit losses as of the evaluation date to differ from the portfolio segment’s historical loss experience. Qualitative factors include consideration of the following: changes in lending policies and procedures; changes in economic conditions, changes in the nature and volume of the portfolio; changes in the experience, ability, and depth of lending management and other relevant staff; changes in the volume and severity of past due, nonaccrual and other adversely graded loans; changes in the loan review system; changes in the value of the underlying collateral for collateral-dependent loans; concentrations of credit; and the effect of other external factors such as competition and legal and regulatory requirements. As a result of the COVID-19 pandemic, at June 30, 2020, we slightly increased certain of our qualitative loan portfolio risk factors relating to local and national economic conditions as well as industry conditions and concentrations, which have experienced deterioration due to the effects of the COVID-19 pandemic. At September 30, 2021 and June 30, 2021, the qualitative loan portfolio risk factors were slightly reduced in all loan categories except commercial real estate which we believe exhibits the most credit risk related to local and national economic conditions as well as industry conditions and concentrations. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Marathon Bancorp. Inc.—Summary of Significant Accounting Policies” for additional information.

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flows discounted at the loan’s effective interest rate, the loan’s observable market price, or the fair value of the collateral if the loan is collateral dependent.

In addition, the WDFI and the FDIC periodically review our allowance for loan losses and as a result of such reviews, we may have to adjust our allowance for loan losses or recognize further loan charge-offs.

The following table sets forth activity in our allowance for loan losses for the periods indicated.


	For the Three Months Ended
	September 30,
	2021			2020

	(Dollars in thousands)
Allowance at beginning of period	$	2,186		$	1,700
Provision for loan losses		—			—
Charge offs:
Real estate loans:
One- to four-family residential		—			—
Multifamily		—			—
Commercial		—			—
Construction		—			—
Commercial loans and industrial		—			—
Consumer		—			—
Total charge-offs		—			—
Recoveries:
Real estate loans:		—			—
One- to four-family residential		—			—
Multifamily		—			—
Commercial		—			—
Construction		—			73
Commercial and industrial		—			—
Consumer		1			2
Total recoveries		1			75
Net (charge-offs) recoveries		1			75
Allowance at end of period	$	2,187		$	1,775
Allowance to non-performing loans		1,072.06	%		561.60	%
Allowance to total loans outstanding at the end of the period		1.46	%		1.48	%
Net (charge-offs) recoveries to average loans outstanding during the period		0.00	%		0.27	%

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Allocation of Allowance for Loan Losses. The following table sets forth the allowance for loan losses allocated by loan category and the percent of the allowance in each category to the total allocated allowance at the dates indicated. The allowance for loan losses allocated to each category is not necessarily indicative of future losses in any particular category and does not restrict the use of the allowance to absorb losses in other categories.


	At September 30, 2021						At June 30, 2021

			Percent of		Percent of Loans				Percent of		Percent of Loans
			Allowance to		In Category to Total				Allowance to		In Category to Total
	Amount		Total Allowance		Loans		Amount		Total Allowance		Loans

	(Dollars in Thousands)
Commercial real estate	$	1,223,850	56.0	%	40.0	%	$	1,036,301	47.4	%	35.5	%
Commercial and industrial		68,497	3.1	%	6.2	%		157,533	7.2	%	6.1	%
Construction		50,646	2.3	%	5.7	%		59,649	2.7	%	5.4	%
One-to-four-family residential		356,257	16.3	%	34.1	%		409,395	18.7	%	33.0	%
Multi-family real estate		86,482	4.0	%	11.6	%		134,216	6.1	%	11.8	%
Paycheck Protection Program loans		—	—		0.8	%		—	—		7.1	%
Consumer		5,918	0.3	%	1.6	%		4,896	0.2	%	1.1	%
Unallocated		395,656	18.1	%	—			384,192	17.6	%	—	%
Total	$	2,187,306	100	%	100	%	$	2,186,182	100.0	%	100.0	%

Liquidity and Capital Resources

Liquidity describes our ability to meet the financial obligations that arise in the ordinary course of business. Liquidity is primarily needed to meet the borrowing and deposit withdrawal requirements of our customers and to fund current and planned expenditures. Our primary sources of funds are deposits, principal and interest payments on loans and securities, proceeds from the sale of loans, and proceeds from maturities of securities. We also have the ability to borrow from the Federal Home Loan Bank of Chicago. At September 30, 2021, we had a $74.9 million line of credit with the Federal Home Loan Bank of Chicago, and had no borrowings outstanding as of that date. Under the Federal Reserve PPP Liquidity Facility program, we have outstanding $1.2 million to fund PPP loans as of September 30, 2021 which is secured by an equal amount of PPP loans.

While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions, and competition. Our most liquid assets are cash and short-term investments including interest-bearing demand deposits. The levels of these assets are dependent on our operating, financing, lending, and investing activities during any given period.

Our cash flows are comprised of three primary classifications: cash flows from operating activities, investing activities, and financing activities. Net cash provided by operating activities was $451,000 and $885,000 for the three months ended September 30, 2021 and 2020, respectively. Net cash provided by (used in) investing activities, which consists primarily of disbursements for loan originations and the purchase of securities, offset by principal collections on loans, proceeds from the sale of securities and proceeds from maturing securities and pay downs on securities, was ($7.4) million and $1.1 million for the three months ended September 30, 2021 and 2020 , respectively. Net cash provided by (used in) financing activities, consisting of activity in deposit accounts and borrowings, was ($7.7) million and $658,000 for the three months ended September 30, 2021 and 2020, respectively.

We are committed to maintaining a strong liquidity position. We monitor our liquidity position on a daily basis. We anticipate that we will have sufficient funds to meet our current funding commitments. Based on our deposit retention experience, current pricing strategy and regulatory restrictions, we anticipate that a substantial portion of

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maturing time deposits will be retained, and that we can supplement our funding with borrowings in the event that we allow these deposits to run off at maturity.

At September 30, 2021, Marathon Bank was classified as “well capitalized” for regulatory capital purposes.

Off-Balance Sheet Arrangements and Aggregate Contractual Obligations

Commitments. As a financial services provider, we routinely are a party to various financial instruments with off-balance-sheet risks, such as commitments to extend credit and unused lines of credit. While these contractual obligations represent our future cash requirements, a significant portion of commitments to extend credit may expire without being drawn upon. Such commitments are subject to the same credit policies and approval process accorded to loans we make. At September 30, 2021, we had outstanding commitments to originate loans of $21.2 million, and outstanding commitments to sell loans of $1.3 million. We anticipate that we will have sufficient funds available to meet our current lending commitments. Time deposits that are scheduled to mature in one year or less from September 30, 2021 totaled $21.8 million. Management expects that a substantial portion of the maturing time deposits will be renewed. However, if a substantial portion of these deposits is not retained, we may utilize Federal Home Loan Bank advances or other borrowings, which may result in higher levels of interest expense.

Contractual Obligations. In the ordinary course of our operations, we enter into certain contractual obligations. Such obligations include data processing services, operating leases for premises and equipment, agreements with respect to borrowed funds and deposit liabilities.

Recent Accounting Pronouncements

Please refer to Note 1 to the consolidated financial statements for a description of recent accounting pronouncements that may affect our financial condition and results of operations.

Impact of Inflation and Changing Price

The financial statements and related data presented herein have been prepared in accordance with U.S. GAAP, which requires the measurement of financial position and operating results in terms of historical dollars without considering changes in the relative purchasing power of money over time due to inflation. The primary impact of inflation on our operations is reflected in increased operating costs. Unlike most industrial companies, virtually all of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates, generally, have a more significant impact on a financial institution’s performance than does inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.

Item 3. Quantitative and Qualitative Disclosure about Market Risk

A smaller reporting company is not required to provide the information related to this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Form 10-Q, the Company carried out an evaluation, under the supervision and with the participation of its management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply judgment in evaluating its controls and procedures. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”) were effective as of the end of the period covered by this Form 10-Q.

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Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended September 30, 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

As of September 30, 2021, the Company is not currently a named party in a legal proceeding, the outcome of which would have a material effect on the financial condition or results of operations of the Company.

Item 1A. Risk Factors

A smaller reporting company is not required to provide the information related to this item.

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

None.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Item 6. Exhibits


Exhibit No.		Description

31.1		Rule 13a-14(a) / 15d-14(a) Certification of the Chief Executive Officer
31.2		Rule 13a-14(a) / 15d-14(a) Certification of the Chief Financial Officer
32.1		Section 1350 Certification of the Chief Executive Officer
32.2		Section 1350-Certification of the Chief Financial Officer
101		The following materials from Marathon Bancorp, Inc. Form 10-Q for the three months ended September 30, 2021, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Consolidated Statements of Income, (ii) the Consolidated Balance Sheets, (iii) Consolidated Statements of Cash Flows, and (iv) related notes
104		Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	Marathon Bancorp, Inc.

Date: November 12, 2021	By:	/s/ Nicholas W. Zillges
		Nicholas W. Zillges
		President and Chief Executive
		Officer (Principal Executive Officer)

Date: November 12, 2021	By:	/s/ Joy Selting-Buchberger
		Joy Selting-Buchberger
		Senior Vice President and Chief
		Financial Officer (Principal
		Financial and Accounting Officer)