2020 Annual Report
We thank Steve Hooper and Ethan Stowell for their support
of our communities in this challenging year as business owners
and as co-chairs of United Way of King County’s 2020-21
Fundraising Campaign.
STEVE HOOPER AND ETHAN STOWELL
Ethan Stowell Restaurants
1st Security Bank Customers
“Welcome to 1st Security Bank where we have a very simple Vision Statement:
Smart, Driven, Nice people building ‘a truly great place to work and bank.’
We sincerely appreciate your support and will do everything we can to provide our clients
with an exceptional banking experience. Thank you again for your trust in our team.”
All the best,
JOE ADAMS, CEO
CORPORATE AND SHAREHOLDER
INFORMATION
Transfer Agent
Equiniti Trust Company
EQ Shareowner Services
PO Box 64874
St Paul, MN 55164-0874
www.shareowneronline.com
Shareholder Services: (800) 468-9716
Independent Auditors
Moss Adams, LLP
Rimland Drive, Suite 300
Bellingham, WA 98226
SEC Counsel
Breyer & Associates PC
8180 Greensboro Drive, Suite 785
McLean, VA 22102
Common Stock
The Company’s common stock is traded
on the NASDAQ Stock Market LLC’s
Capital Market under the symbol “FSBW”
Investor Relations
6920 220th Street SW
Mountlake Terrace, WA 98043
investorrelations.fsbwa.com
FS BANCORP, INC.
CONTACT INFORMATION
Joseph C. Adams
(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:50)(cid:870)(cid:70)(cid:72)(cid:85)
joea@fsbwa.com
(425) 697-8048
Matthew D. Mullet
(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:41)(cid:76)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:50)(cid:870)(cid:70)(cid:72)(cid:85)(cid:3)
mattm@fsbwa.com
(425) 697-8026
DIRECTORS AND OFFICERS
Directors
FS Bancorp, Inc. and 1st Security Bank of Washington
Ted A. Leech, Chairman
(cid:45)(cid:82)(cid:86)(cid:72)(cid:83)(cid:75)(cid:3)(cid:38)(cid:17)(cid:3)(cid:36)(cid:71)(cid:68)(cid:80)(cid:86)(cid:15)(cid:3)(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:50)(cid:870)(cid:70)(cid:72)(cid:85)
Pamela M. Andrews
Marina Cofer-Wildsmith
(cid:48)(cid:76)(cid:70)(cid:75)(cid:68)(cid:72)(cid:79)(cid:3)(cid:45)(cid:17)(cid:3)(cid:48)(cid:68)(cid:81)(cid:86)(cid:868)(cid:72)(cid:79)(cid:71)(cid:3)
Margaret R. Piesik
Mark H. Tueffers
Joseph P. Zavaglia
Executive Management
1st Security Bank of Washington
(cid:45)(cid:82)(cid:86)(cid:72)(cid:83)(cid:75)(cid:3)(cid:38)(cid:17)(cid:3)(cid:36)(cid:71)(cid:68)(cid:80)(cid:86)(cid:15)(cid:3)(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:40)(cid:91)(cid:72)(cid:70)(cid:88)(cid:87)(cid:76)(cid:89)(cid:72)(cid:3)(cid:50)(cid:870)(cid:70)(cid:72)(cid:85)
(cid:40)(cid:85)(cid:76)(cid:81)(cid:3)(cid:37)(cid:88)(cid:85)(cid:85)(cid:15)(cid:3)(cid:40)(cid:57)(cid:51)(cid:15)(cid:3)(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:53)(cid:76)(cid:86)(cid:78)(cid:3)(cid:50)(cid:870)(cid:70)(cid:72)(cid:85)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:38)(cid:53)(cid:36)(cid:3)(cid:50)(cid:870)(cid:70)(cid:72)(cid:85)
(cid:47)(cid:76)(cid:86)(cid:68)(cid:3)(cid:38)(cid:79)(cid:72)(cid:68)(cid:85)(cid:92)(cid:15)(cid:3)(cid:40)(cid:57)(cid:51)(cid:15)(cid:3)(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:50)(cid:83)(cid:72)(cid:85)(cid:68)(cid:87)(cid:76)(cid:81)(cid:74)(cid:3)(cid:50)(cid:870)(cid:70)(cid:72)(cid:85)
Donn Costa, EVP, Home Lending
(cid:53)(cid:82)(cid:69)(cid:3)(cid:41)(cid:88)(cid:79)(cid:79)(cid:72)(cid:85)(cid:15)(cid:3)(cid:40)(cid:57)(cid:51)(cid:15)(cid:3)(cid:3)(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:38)(cid:85)(cid:72)(cid:71)(cid:76)(cid:87)(cid:3)(cid:50)(cid:870)(cid:70)(cid:72)(cid:85)
(cid:57)(cid:76)(cid:70)(cid:78)(cid:76)(cid:72)(cid:3)(cid:45)(cid:68)(cid:85)(cid:80)(cid:68)(cid:81)(cid:15)(cid:3)(cid:40)(cid:57)(cid:51)(cid:15)(cid:3)(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:43)(cid:88)(cid:80)(cid:68)(cid:81)(cid:3)(cid:53)(cid:72)(cid:86)(cid:82)(cid:88)(cid:85)(cid:70)(cid:72)(cid:86)(cid:18)(cid:58)(cid:50)(cid:58)(cid:4)(cid:3)(cid:50)(cid:870)(cid:70)(cid:72)(cid:85)
(cid:48)(cid:68)(cid:87)(cid:87)(cid:3)(cid:48)(cid:88)(cid:79)(cid:79)(cid:72)(cid:87)(cid:15)(cid:3)(cid:40)(cid:57)(cid:51)(cid:15)(cid:3)(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:41)(cid:76)(cid:81)(cid:68)(cid:81)(cid:70)(cid:76)(cid:68)(cid:79)(cid:3)(cid:50)(cid:870)(cid:70)(cid:72)(cid:85)
Kelli Nielsen, EVP, Retail Banking and Marketing
(cid:39)(cid:72)(cid:81)(cid:81)(cid:76)(cid:86)(cid:3)(cid:50)(cid:821)(cid:47)(cid:72)(cid:68)(cid:85)(cid:92)(cid:15)(cid:3)(cid:40)(cid:57)(cid:51)(cid:15)(cid:3)(cid:38)(cid:75)(cid:76)(cid:72)(cid:73)(cid:3)(cid:47)(cid:72)(cid:81)(cid:71)(cid:76)(cid:81)(cid:74)(cid:3)(cid:50)(cid:870)(cid:70)(cid:72)(cid:85)
ANNUAL MEETING
Annual Meeting of Shareholders:
2:00 pm Thursday May 27, 2021
Administrative Center
6920 220th Street SW
Mountlake Terrace, WA 98043
CORPORATE WEBSITE
fsbwa.com
To our Shareholders:
Wow, 2020 was certainly a year for the record books. But before we talk about last year, I want to
personally thank two of our clients, Ethan Stowell and Steve Hooper (see Annual Report cover), for their
outstanding community efforts this past year. As we all know, COVID-19 devastated the restaurant
industry, yet amidst the chaos and devastation, Ethan and Steve still donated precious time and money
to support those in greater need setting a wonderful example for the rest of us. As nimble business
leaders they also quickly modified their business model to address the ever-changing health and safety
rules affecting their industry. Great job Ethan and Steve, you inspired us all during unprecedented times
with your generosity and business smarts.
As I mentioned in last year’s letter, we at 1st Security Bank also modified our business model to address
the challenges brought on by COVID-19. Thanks to our amazing IT Department, 80% of our non-
customer facing employees now have the option to work remotely and have throughout the pandemic.
Our customer facing teams also went to great lengths to protect our clients and teammates against the
virus, while at the same time striving to provide the best customer experience possible under the
circumstances. Even with all the challenges our teams faced, our 2020 financial results were nothing
short of phenomenal as shown below:
• Net income after taxes of $39.3 million, which was 61.3% higher than the prior best performing
year;
• Return on average assets (ROAA) of 2.02%, a 46.4% increase over 2019;
• Return on average equity (ROAE) of 18.74%, an all-time high and a 57.2% increase over 2019;
• Diluted earnings per share (EPS) of $8.97, another record and a 79.0% improvement over 2019;
• Deposits increased to $1.7 billion at December 31, 2020, an increase of 20.2% over 2019;
• Provision expense of $13.0 million in 2020 was a 352.6% increase compared to 2019 and reflects
management’s conservative approach to unknown pandemic risks;
• Repurchased 260,363 shares at an average price of $39.33 per share;
•
Increased dividends paid to shareholders by 25.0% year over year; and
• Book value per share increased to $55.33 in 2020 from $45.85 in 2019.
One lesson from last year is that in the midst of the pandemic, we at the Bank had little control over
FSBW’s near term stock price. The markets can be fickle and they don’t always act rationally. For
example, FSBW stock opened last year on January 2, 2020 at $63.76. A mere two plus months later on
March 20, 2020 our stock price bottomed at $27.50. One year later, on March 19, 2021, FSBW closed at
$69.70. Fundamentally we remained the same company throughout the year, yet the stock price from
March 2020 through November 2020 did not reflect our financial performance. Although we may not
have control over short-term price swings in our stock, we believe we can build long term shareholder
value by consistently adding to book value. Over time, the focus on increasing book value per common
share should correlate to a stronger stock price, especially when the markets are more stabilized. In
2020, we were able to increase book value per common share substantially from $45.85 to $55.33.
Please see the below chart for the prior five years:
Book Value per Common Share
Any discussion regarding the Bank’s 2020 financial results would be incomplete without a huge “Thank
You” to our Home Lending team. The team effort in 2020 was extraordinary. It was remarkable to
watch a group that had to pivot to a remote work environment just when loan volumes skyrocketed.
Every team from the loan officers, assistants, processors, underwriters, quality assurance, funding,
shipping, and secondary marketing “leaned in” to ensure our customers had the best possible mortgage
experience. Home Lending funded over $1.8 billion in home loans for 2020, a 110.1% increase over the
prior best funding year. Even more impressive, purchase loans (loans to buy a home) increased 31.9%
over the previous year showcasing our focus on the retail origination of home loans, not just refinance
activity associated with record low rates.
2020 also brought us significant challenges beyond COVID-19. To name just a few: George Floyd’s tragic
death, the racial and social upheavals, the wildfires in the west, the unusually violent hurricane season
in the east and the most politically polarized presidential election in 100+ years. As a result of these
events, Environmental, Social and Governance (ESG) efforts took center stage at many companies
including FSBW. To enhance our oversight of these matters, our Governance and Nominating
Committee was renamed and became the Nominating and Environmental, Social and Governance
Committee (N&ESG) in 2020. Our Board’s dedication to the underpinnings of ESG began back in 2011.
At that time, we made a conscious decision to build an organization that was “Culture” based and
“people centric.” As most shareholders know, the Vision Statement adopted remains: “To Build a Truly
Great Place to Work and Bank.” Key 2020 strategic and human capital achievements include the
following:
• Funded 474 loans, totaling $75.8 million, under the Paycheck Protection Program to support
businesses in our communities;
• Established “Operation Safe & Secure 2020” in response to COVID-19, the objective of which
was to protect the health and financial security of our employees and customers;
• Seamlessly pivoted to a remote work environment, with 80% of non-customer facing employees
having access to work from home;
• Hired over 100 new employees during the pandemic, with no furloughs or layoffs;
• Donated over $200,000 to local food banks; and
• Provided tuition reimbursement or student loan forgiveness of up to $5,000 per employee
under the CARES Act.
In last year’s shareholder letter, I mentioned that we believed 2020 would present unforeseen
opportunities and that it was our plan to remain nimble and opportunistic. In retrospect, this is exactly
what we accomplished. We benefited from the unforeseen historic low interest rates and with amazing
teamwork delivered our best financial performance in company history. And oddly enough, this record-
breaking performance occurred during the worst pandemic the world has seen in over a century. This
effort could not have happened without our teammates’ and Board of Directors’ commitment to our
Bank’s Culture and Core Values. This commitment is at the heart of everything we do at 1st Security
Bank.
Thank you as always for your continued support and patience. As I stated earlier, 2020 was definitely
one for the record books. From everyone at 1st Security Bank and FSBW please stay safe and healthy.
Take care and all the best in 2021.
Joe Adams
Joe Adams, CEO
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark one)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020 OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 001-35589
FS BANCORP, INC.
(Exact name of registrant as specified in its charter)
Washington
(State or other jurisdiction of incorporation or organization)
6920 220th Street SW, Mountlake Terrace, Washington
(Address of principal executive offices)
Registrant’s telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act:
45-4585178
(I.R.S. Employer Identification Number)
98043
(Zip Code)
(425) 771-5299
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value per share
FSBW
The NASDAQ Stock Market LLC
Securities Registered Pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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, a smaller reporting
company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
Accelerated filer ☒
Smaller reporting company ☒
Large accelerated filer ☐
Non-accelerated filer ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of
its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the Registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes ☐ No ☒
As of March 5, 2021, there were 4,233,040 shares of the Registrant’s common stock outstanding. The aggregate market value of the common
stock held by non-affiliates of the Registrant was $147,557,403, based on the closing sales price of $38.57 per share of the Registrant’s
common stock as quoted on the NASDAQ Stock Market LLC on June 30, 2020. For purposes of this calculation, common stock held by
executive officers and directors of the Registrant is considered to be held by affiliates.
1. Portions of the definitive Proxy Statement for the 2021 Annual Meeting of Shareholders (“Proxy Statement”) are incorporated by
DOCUMENTS INCORPORATED BY REFERENCE
reference into Part III.
FS Bancorp, Inc.
Table of Contents
PART I
Item 1. Business:
General
Market Area
Lending Activities
Loan Originations, Servicing, Purchases and Sales
Asset Quality
Allowance for Loan Losses
Investment Activities
Deposit Activities and Other Sources of Funds
Subsidiary and Other Activities
Competition
Employees
How We Are Regulated
Taxation
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Mine Safety Disclosures
PART II
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Item 5.
Item 6. Selected Financial Data
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
Critical Accounting Policies and Estimates
Our Business and Operating Strategy and Goals
Comparison of Financial Condition at December 31, 2020 and December 31, 2019
Average Balances, Interest and Average Yields/Costs
Rate/Volume Analysis
Comparison of Results of Operations for the Years Ended December 31, 2020 and December 31,
2019
Asset and Liability Management and Market Risk
Liquidity
Commitments and Off-Balance Sheet Arrangements
Capital Resources
Recent Accounting Pronouncements
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
i
Page
5
5
6
8
18
21
24
28
30
34
34
35
39
47
48
63
63
63
63
64
66
68
68
71
73
74
78
79
79
83
85
86
86
87
87
87
142
142
143
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
Item 15.
Item 16.
Exhibits and Financial Statement Schedules
Form 10-K Summary
SIGNATURES
Page
143
144
144
145
145
146
147
148
As used in this report, the terms “we,” “our,” “us,” “Company”, and “FS Bancorp” refer to FS Bancorp, Inc. and
its consolidated subsidiary, 1st Security Bank of Washington, unless the context indicates otherwise. When we refer to
“Bank” in this report, we are referring to 1st Security Bank of Washington, the wholly owned subsidiary of FS Bancorp.
ii
Forward-Looking Statements
This Form 10-K contains forward-looking statements, which can be identified by the use of words such as
“believes,” “expects,” “anticipates,” “estimates” or similar expressions. 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 subject to significant risks and uncertainties. Actual results may differ
materially from those contemplated by the forward-looking statements due to, among others, the following factors:
•
•
•
•
•
•
•
•
•
•
•
•
•
the effect of the COVID-19 pandemic, including on the Company’s credit quality and business operations,
as well as its impact on general economic and financial market conditions and other uncertainties resulting
from the COVID-19 pandemic, such as the extent and duration of the impact on public health, the U.S. and
global economies, and consumer and corporate customers, including economic activity, employment levels
and market liquidity;
general economic conditions, either nationally or in our market area, that are worse than expected;
the credit risks of lending activities, including changes in the level and trend of loan delinquencies, write
offs, changes in our allowance for loan losses, and provision for loan losses that may be impacted by
deterioration in the housing and commercial real estate markets;
secondary market conditions and our ability to originate loans for sale and sell loans in the secondary market;
fluctuations in the demand for loans, the number of unsold homes, land and other properties, and fluctuations
in real estate values in our market area;
staffing fluctuations in response to product demand or the implementation of corporate strategies that affect
our workforce and potential associated charges;
the use of estimates in determining fair value of certain of our assets, which estimates may prove to be
incorrect and result in significant declines in valuation;
changes in the interest rate environment that reduce our interest margins or reduce the fair value of financial
instruments;
uncertainty regarding the future of the London Interbank Offered Rate (“LIBOR”), and the potential
transition away from LIBOR toward new interest rate benchmarks;
increased competitive pressures among financial services companies;
our ability to execute our plans to grow our residential construction lending, our home lending operations,
our warehouse lending, and the geographic expansion of our indirect home improvement lending;
our ability to attract and retain deposits;
our ability to successfully integrate any assets, liabilities, customers, systems, and management personnel
we may in the future acquire into our operations and our ability to realize related revenue synergies and cost
savings within expected time frames and any goodwill charges related thereto;
iii
•
•
•
•
•
•
•
•
•
•
•
our ability to control operating costs and expenses;
our ability to retain key members of our senior management team;
changes in consumer spending, borrowing, and savings habits;
our ability to successfully manage our growth;
legislative or regulatory changes that adversely affect our business, including the effect of the Dodd-Frank
Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd Frank Act”), changes in regulation
policies and principles, an increase in regulatory capital requirements or change in the interpretation of
regulatory capital or other rules, including as a result of Basel III;
adverse changes in the securities markets;
changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Public
Company Accounting Oversight Board, or the Financial Accounting Standards Board (“FASB”), including
as a result of the Coronavirus Aid, Relief, and Economic Security Act of 2020 (“CARES Act”) and the
Consolidated Appropriations Act, 2021 (“CAA 2021”);
costs and effects of litigation, including settlements and judgments;
disruptions, security breaches, or other adverse events, failures, or interruptions in, or attacks on, our
information technology systems or on the third-party vendors who perform several of our critical processing
functions;
inability of key third-party vendors to perform their obligations to us; and
other economic, competitive, governmental, regulatory, and technical factors affecting our operations,
pricing, products, and services, including as a result of the CARES Act and the CAA 2021 and recent
COVID-19 vaccination efforts, and other risks described elsewhere in this Form 10-K and our other reports
filed with the U.S. Securities and Exchange Commission (“SEC”).
Any of the forward-looking statements made in this Form 10-K and in other public statements may turn out to be
wrong because of inaccurate assumptions we might make, because of the factors illustrated above or because of other
factors that we cannot foresee. Forward-looking statements are based upon management’s beliefs and assumptions at the
time they are made. The Company undertakes no obligation to update or revise any forward-looking statement included
in this report or to update the reasons why actual results could differ from those contained in such statements, whether as
a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-
looking statements discussed in this report might not occur and you should not put undue reliance on any forward-looking
statements.
Available Information
The Company provides a link on its investor information page at www.fsbwa.com to filings with the SEC for
purposes of providing copies of its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on
Form 8-K and amendments to these reports, as soon as reasonably practicable after we have electronically filed such
material with, or furnished such material to the SEC. Other than an investor’s own internet access charges, these filings
are free of charge and available through the SEC’s website at www.sec.gov. The information contained on the Company’s
website is not included as part of, or incorporated by reference into, this Annual Report on Form 10-K.
iv
Item 1. Business
General
PART 1
FS Bancorp, Inc. (“FS Bancorp” or the “Company”), a Washington corporation, was organized in
September 2011 for the purpose of becoming the holding company of 1st Security Bank of Washington (“1st Security
Bank of Washington” or the “Bank”) upon the Bank’s conversion from a mutual to a stock savings bank (“Conversion”).
The Conversion was completed on July 9, 2012. At December 31, 2020, the Company had consolidated total assets of
$2.11 billion, total deposits of $1.67 billion, and stockholders’ equity of $230.0 million. The Company has not engaged in
significant activity other than holding the stock of the Bank. Accordingly, the information set forth in this Annual Report
on Form 10-K (“Form 10-K”), including the consolidated financial statements and related data, relates primarily to the
Bank.
1st Security Bank of Washington is a relationship-driven community bank. The Bank delivers banking and
financial services to local families, local and regional businesses and industry niches within distinct Puget Sound area
communities. The Bank emphasizes long-term relationships with families and businesses within the communities served,
working with them to meet their financial needs. The Bank is also actively involved in community activities and events
within these market areas, which further strengthens relationships within these markets. The Bank has been serving the
Puget Sound area since 1907. Originally chartered as a credit union, and known as Washington’s Credit Union, the Bank
served various select employment groups. On April 1, 2004, the Bank converted from a credit union to a Washington state-
chartered mutual savings bank. Upon completion of the Conversion in July 2012, 1st Security Bank of Washington became
a Washington state-chartered stock savings bank and the wholly owned subsidiary of the Company.
At December 31, 2020, the Bank maintained the headquarters office that produces loans and accepts deposits
located in Mountlake Terrace, Washington, and an administrative office in Aberdeen, Washington, as well as 21 full-
service bank branches and nine home loan production offices in suburban communities in the greater Puget Sound area.
The Bank also has one home loan production office in the Tri-Cities, Washington.
The Company is a diversified lender with a focus on the origination of one-to-four-family, commercial real estate,
consumer, including indirect home improvement (“fixture secured loans”), solar and marine lending, commercial business
and second mortgage or home equity loans. Historically, consumer loans, in particular fixture secured loans represented
the largest portion of the Company’s loan portfolio and the mainstay of the Company’s lending strategy. In recent years,
the Company has placed more of an emphasis on real estate lending products, such as one-to-four-family, commercial real
estate, including speculative residential construction, as well as commercial business loans, while growing the current size
of the consumer loan portfolio. The Company reintroduced in-house originations of residential mortgage loans in 2012,
primarily for sale into the secondary market, through a mortgage banking program. The Company’s lending strategies are
intended to take advantage of: (1) the Company’s historical strength in indirect consumer lending, (2) recent market
consolidation that has created new lending opportunities, and (3) relationship lending. Retail deposits will continue to
serve as an important funding source. For more information regarding the business and operations of 1st Security Bank of
Washington, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of
this Form 10-K.
In March 2020, the outbreak of COVID-19 was recognized as a pandemic by the World Health Organization.
The spread of COVID-19 has created a global public health crisis that has resulted in unprecedented uncertainty, volatility
and disruption in financial markets and in governmental, commercial and consumer activity in the United States and
globally, including the markets that we serve. Governmental responses to the pandemic have included orders to close
businesses not deemed essential and directing individuals to restrict their movements, observe social distancing and shelter
in place. These actions, together with responses to the pandemic by businesses and individuals, have resulted in rapid
decreases in commercial and consumer activity, both temporary and permanent and closures of many businesses, a rapid
increase in unemployment, material decreases in business valuations, disrupted global supply chains, market downturns
and volatility, changes in consumer behavior related to pandemic fears, related emergency response legislation and an
expectation that the Board of Governors of the Federal Reserve System (“Federal Reserve”) will maintain a low interest
rate environment for the foreseeable future. Although financial markets have rebounded from significant declines that
5
occurred earlier in the pandemic and global economic conditions showed signs of improvement beginning during the
second quarter of 2020, many of the effects that arose or became more pronounced after the onset of the COVID-19
pandemic have persisted through the end of the year. These changes have had and are likely to continue to have a significant
adverse effect on the markets in which we conduct our business and the demand for our products and services. See "Risk
Factors - Risks Related to Macroeconomic Conditions-The COVID-19 pandemic has impacted the way we conduct
business which may adversely impact our financial results and those of our customers. The ultimate impact will depend
on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the
pandemic and actions taken by governmental authorities in response to the pandemic.”
During the year ended December 31, 2020, the Bank participated in the U.S. Small Business Administration
(“SBA”) Paycheck Protection Program (“PPP”), a guaranteed unsecured loan program enacted under the CARES Act,
enacted March 27, 2020, to provide near-term relief to help small businesses impacted by COVID-19 sustain operations
The deadline for PPP loan applications to the SBA was initially August 8, 2020. Under this program we funded
applications totaling $75.8 million of loans in our market areas and began processing applications for loan forgiveness in
the fourth quarter of 2020. As of December 31, 2020, we had received SBA forgiveness on 66 PPP loans totaling $12.0
million resulting in a remaining 423 PPP loans with an aggregate balance of $62.1 million. The CAA 2021 enacted in
December 2020 renewed and extended the PPP until March 31, 2021 by authorizing an additional $284.5 billion for the
program for eligible small businesses and nonprofits. As a result, the Bank began originating PPP loans again in January
2021.
In addition, the Bank is continuing to offer payment and financial relief programs for borrowers impacted by
COVID-19. These programs include short-term (e.g. less than six months) modifications such as payment deferrals,
interest only payment periods, fee waivers, extensions of repayment terms, or other delays in payment. As of December
31, 2020, the amount of portfolio loans remaining under payment/relief agreements includes commercial real estate loans
of $31.2 million, commercial business loans of $12.8 million, a portfolio one-to-four-family loan of $308,000, and
consumer loans of $392,000. Since these loans were performing loans that were current on their payments prior to the
COVID-19 pandemic, these modifications are not considered to be troubled debt restructurings through December 31,
2020 pursuant to applicable accounting and regulatory guidance. On December 27, 2020, the CAA 2021was signed into
law. Among other purposes, this Act provides additional coronavirus emergency response and relief, including extending
relief offered under the CARES Act related to troubled debt restructurings as a result of COVID-19 through January 1,
2022 or 60 days after the end of the national emergency declared by the President, whichever is earlier. For additional
discussion of impacts to our business from the COVID-19 pandemic, see Item 7. Management’s Discussion and Analysis
of Financial Condition and Results of Operations - Highlights in Response to the COVID-19 Pandemic” and “Note 3 -
Loans Receivable and Allowance for Loan Losses” of the Notes to Consolidated Financial Statements included in “Item
8. Financial Statements and Supplementary Data” of this Form 10 K.
1st Security Bank of Washington is examined and regulated by the Washington State Department of Financial
Institutions (“DFI”), its primary regulator, and by the Federal Deposit Insurance Corporation (“FDIC”). 1st Security Bank
of Washington is required to have certain reserves set by the Federal Reserve and is a member of the Federal Home Loan
Bank of Des Moines (“FHLB” or “FHLB of Des Moines”), which is one of the 11 regional banks in the Federal Home
Loan Bank System.
The principal executive offices of the Company are located at 6920 220th Street SW, Mountlake Terrace,
Washington 98043 and the main telephone number is (425) 771-5299.
Market Area
The Company conducts operations, including loan and/or deposit services, out of its headquarters, nine home
loan production offices (four of which stand-alone), and 21 full-service bank branches in the Puget Sound region of
Washington, and one stand-alone loan production office in Eastern Washington. The headquarters is located in Mountlake
Terrace, in Snohomish County, Washington. The four stand-alone home lending offices in the Puget Sound region are
located in Puyallup, in Pierce County, Bellevue, in King County, Port Orchard, in Kitsap County, Everett, in Snohomish
County, and the one in Eastern Washington located in the Tri-Cities (Kennewick), in Benton County, Washington. The 21
full-service bank branches are located in the following counties: three in Snohomish, two in King, two in Clallam, two in
Jefferson, two in Pierce, five in Grays Harbor, two in Thurston, one in Lewis, and two in Kitsap County.
6
The primary market area for business operations is the Seattle-Tacoma-Bellevue, Washington Metropolitan
Statistical Area (the “Seattle MSA”). Kitsap, Clallam, Jefferson, Thurston, Lewis, and Grays Harbor counties, though not
in the Seattle MSA, are also part of the Company’s market area. This overall region is typically known as the Puget Sound
region. The population of the Puget Sound region as estimated by Puget Sound Regional Council was 4.3 million in 2020,
over half of the state’s population, representing a large population base for potential business. The region has a well-
developed urban area in the western portion along Puget Sound, with the north, central and eastern portions containing a
mixture of developed residential and commercial neighborhoods and undeveloped, rural neighborhoods.
The Puget Sound region is the largest business center in both the State of Washington and the Pacific Northwest.
Currently, key elements of the economy are aerospace, military bases, clean technology, biotechnology, education,
information technology, logistics, international trade and tourism. The region is well known for the long presence of The
Boeing Corporation and Microsoft, two major industry leaders, and for its leadership in technology. Amazon.com has
expanded significantly in the Seattle downtown area. The workforce in general is well-educated and strong in technology.
Washington State’s location with regard to the Pacific Rim, along with a deep-water port has made international trade a
significant part of the regional economy. Tourism has also developed into a major industry for the area, due to the scenic
beauty, temperate climate and easy accessibility.
King County, which includes the city of Seattle, has the largest employment base and overall level of economic
activity. Six of the largest employers in the state are headquartered in King County including Microsoft Corporation,
University of Washington, Amazon.com, King County Government, Starbucks, and Swedish Health Services. Pierce
County is the second most populous county in the state and its economy is also well diversified with the presence of
military related government employment (Joint Base Lewis-McChord), along with health care (the Multicare Health
System and the Franciscan Health System). In addition, there is a large employment base in the economic sectors of
shipping (the Port of Tacoma) and aerospace employment (Boeing). Snohomish County to the north has an economy based
on aerospace employment (Boeing), health care (Providence Regional Medical Center), and military (the Everett Naval
Station) along with additional employment concentrations in biotechnology, electronics/computers, and wood products.
In 2020, the median household income for King County was $95,000, compared to $74,000 for the State of
Washington, and $62,000 for the United States.
The United States Navy is a key element for Kitsap County’s economy. The United States Navy is the largest
employer in the county, with installations at Puget Sound Naval Shipyard, Naval Undersea Warfare Center Keyport and
Naval Base Kitsap (which comprises former Naval Submarine Base Bangor, and Naval Station Bremerton). The largest
private employers in the county are the Harrison Medical Center and Port Madison Enterprises. Clallam County depends
on agriculture, forestry, fishing, outdoor recreation and tourism. Jefferson County’s largest private employer is Port
Townsend Paper Mill and the largest employer overall (private and public) is Jefferson Healthcare.
Thurston County includes Olympia, home of Washington State’s capital and its economic base is largely driven
by state government related employment. In 2020, the median household income for Thurston County was $73,000.
Lewis County is supported by manufacturing, retail trade, local government and industrial services. Grays Harbor
County has been historically dependent on the timber and fishing industries, but also relies on tourism, manufacturing,
agriculture, shipping, transportation, and technology.
Unemployment in Washington was an estimated 7.2% at December 31, 2020, closely paralleling national trends
as disclosed in the U.S. Bureau of Labor Statistics reflecting the impact of COVID-19 over the prior year. King County’s
estimated unemployment rate was 6.8%, an increase from 3.5% in the prior year. The estimated unemployment rate in
Snohomish County at year end 2020 was 7.8%, an increase from 2.4% at year end 2019. Kitsap County’s unemployment
rate was 7.8% at December 31, 2020, compared to 4.1% at December 31, 2019. At December 31, 2020, the estimated
unemployment rate in Pierce County was 7.6%, up from 4.8% at December 31, 2019. Grays Harbor County’s, Thurston
County’s, and Lewis County’s unemployment rates rose to 10.1%, 6.5%, and 7.4%, respectively at December 31, 2020,
compared to 7.0%, 4.4%, and 6.0% at year end 2019, respectively. Outside of the Puget Sound area, the Tri-Cities market
includes two counties, Benton and Franklin, and we have two full-service branches in Clallam County and two in Jefferson
County. The estimated unemployment rate in Benton County at year end 2020 was 6.4%, up from 5.4% at year end 2019.
At December 31, 2020, the estimated unemployment rate in Franklin County was slightly up to 7.4%, from 7.3% at
7
December 31, 2019. For Clallam and Jefferson counties, the estimated unemployment rates at December 31, 2020
increased to 8.4% and 8.2%, respectively, compared to 6.3% and 5.3%, respectively at December 31, 2019.
According to the Washington Center for Real Estate Research, home values in the State of Washington continued
to improve in 2020. For the quarter ended December 31, 2020, the average home value was $747,000 in King County,
$574,000 in Snohomish County, $454,000 in Jefferson County, $439,000 in Pierce County, $438,000 in Kitsap County,
$395,000 in Thurston County, $360,000 in Clallam County, $345,000 in both Benton and Franklin counties, $316,000 in
Lewis County, and $265,000 in Grays Harbor County. Compared to the statewide average increase in home values of
16.0% in the fourth quarter of 2020, Lewis, Grays Harbor, and Pierce counties outperformed the state average with 24.1%,
22.6%, and 17.0%, respectively, with our remaining counties: Snohomish, Thurston, Kitsap, Benton, Franklin, Clallam,
Jefferson, and King counties below the state average increase, with 15.9%, 14.0%, 12.5%, 12.1%, 12.1%, 12.1%, 11.9%
and 11.3% increases in average home values, respectively.
For a discussion regarding the competition in the Company’s primary market area, see “Competition.”
Lending Activities
General. Historically, the Company’s primary emphasis was the origination of consumer loans (primarily indirect
home improvement loans), one-to-four-family residential first mortgages, and second mortgage/home equity loan
products. As a result of the Company’s initial public offering in 2012, while maintaining the active indirect consumer
lending program, the Company shifted its lending focus to include non-mortgage commercial business loans, as well as
commercial real estate which includes construction and development loans. The Company reintroduced in-house
originations of residential mortgage loans in 2012, primarily for sale in the secondary market. While maintaining the
Company’s historical strength in consumer lending, the Company has added management and personnel in the commercial
and home lending areas to take advantage of the relatively favorable long-term business and economic environments
prevailing in the markets.
8
Loan Portfolio Analysis. The following table sets forth the composition of the loan portfolio, excluding loans held for sale (“HFS”) by type of loan at the
dates indicated.
(Dollars in thousands)
REAL ESTATE LOANS
December 31, 2020
Percent
Amount
December 31, 2019
Amount
Percent
December 31, 2018 December 31, 2017 December 31, 2016
Percent Amount Percent Amount Percent
Amount
Commercial
Construction and development
Home equity
One-to-four-family (excludes HFS)
Multi-family
$ 222,719
216,975
43,093
311,093
131,601
925,481
14.15 % $ 210,749
179,654
13.78
38,167
2.74
261,539
19.76
133,931
8.36
824,040
58.79
15.59 % $ 204,699
247,306
13.29
40,258
2.82
249,397
19.34
104,663
9.91
846,323
60.95
15.43 % $ 63,611
143,068
18.65
25,289
3.04
163,655
18.80
44,451
7.89
440,074
63.81
8.22 % $ 55,871
94,462
18.50
20,081
3.27
124,009
21.16
37,527
5.75
331,950
56.90
9.23 %
15.60
3.32
20.48
6.20
54.83
Total real estate loans
CONSUMER LOANS
Indirect home improvement
Marine
Other consumer
Total consumer loans
COMMERCIAL BUSINESS
LOANS
Commercial and industrial
Warehouse lending
Total commercial business loans
Total loans receivable, gross
286,020
85,740
3,418
375,178
18.17
5.44
0.22
23.83
254,691
67,179
4,340
326,210
18.84
4.97
0.32
24.13
212,226
57,822
5,425
275,473
16.00
4.36
0.41
20.77
171,225
35,397
2,046
208,668
22.14
4.58
0.26
26.98
144,262
28,549
1,915
174,726
23.83
4.71
0.32
28.86
224,476
49,092
273,568
140,531
14.26
61,112
3.12
201,643
17.38
1,574,227 100.00 % 1,351,893
83,306
10.40
41,397
4.52
124,703
14.92
100.00 % 1,326,238 100.00 % 773,445
138,686
65,756
204,442
10.46
4.96
15.42
65,841
10.77
32,898
5.35
98,739
16.12
100.00 % 605,415
10.88
5.43
16.31
100.00 %
Allowance for loan losses
Deferred costs and fees, net
Premiums on purchased loans, net
Total loans receivable, net
(26,172)
(4,017)
943
$ 1,544,981
(13,229)
(3,273)
955
$ 1,336,346
(12,349)
(2,907)
1,537
$ 1,312,519
(10,756)
(2,708)
1,577
$ 761,558
(10,211)
(1,887)
—
$ 593,317
9
The following table shows the composition of the loan portfolio by fixed- and adjustable-rate loans, excluding HFS at the dates indicated.
(Dollars in thousands)
Fixed-rate loans:
Real estate loans
Commercial
Construction and development
Home equity
One-to-four-family (excludes HFS)
Multi-family
Total real estate loans
Consumer loans
Commercial business loans
Commercial and industrial
Warehouse lending
Total commercial business loans
Total fixed-rate loans
Adjustable-rate loans:
Real estate loans
Commercial
Construction and development
Home equity
One-to-four-family (excludes HFS)
Multi-family
Total real estate loans
Consumer loans
Commercial business loans
Commercial and industrial
Warehouse lending
Total commercial business loans
Total adjustable-rate loans
Total loans receivable, gross
Less:
Allowance for loan losses
Deferred costs and fees, net
Premiums on purchased loans
Total loans receivable, net
2020
2019
December 31,
2018
2017
2016
Amount
Percent
Amount
Percent
Amount
Percent Amount
Percent Amount
Percent
$
94,324
8,082
17,403
113,465
46,627
279,901
373,221
5.99 % $
0.51
1.11
7.21
2.96
17.78
23.71
65,913
3,749
11,292
51,583
36,985
169,522
323,633
4.88 % $
0.28
0.83
3.80
2.74
12.53
23.94
58,037
25,613
14,134
45,126
41,832
184,742
272,279
4.37 % $ 32,430
286
1.93
2,649
1.07
11,804
3.40
14,453
3.15
61,622
13.92
207,671
20.53
4.19 % $ 30,445
—
0.04
1,644
0.34
10,267
1.53
1.87
4,538
46,894
7.97
174,041
26.85
5.03 %
—
0.27
1.69
0.75
7.74
28.75
114,025
—
114,025
767,147
7.24
—
7.24
48.73
53,329
—
53,329
546,484
3.95
—
3.95
40.42
59,195
—
59,195
516,216
4.46
—
4.46
38.91
32,835
673
33,508
302,801
4.24
0.09
4.33
39.15
26,901
—
26,901
247,836
4.45
—
4.45
40.94
128,395
208,893
25,690
197,628
84,974
645,580
1,957
8.16
13.27
1.63
12.55
5.40
41.01
0.12
144,836
175,905
26,875
209,956
96,946
654,518
2,577
10.71
13.01
1.99
15.54
7.17
48.42
0.19
146,662
221,693
26,124
204,271
62,831
661,581
3,194
11.06
16.72
1.97
15.40
4.74
49.89
0.24
31,181
142,782
22,640
151,851
29,998
378,452
997
4.03
18.46
2.93
19.63
3.88
48.93
0.13
25,426
94,462
18,437
113,742
32,989
285,056
685
4.20
15.60
3.05
18.79
5.45
47.09
0.11
110,451
49,092
159,543
807,080
1,574,227
(26,172)
(4,017)
943
$ 1,544,981
7.02
3.12
10.14
51.27
100.00 % 1,351,893 100.00 % 1,326,238 100.00 % 773,445 100.00 % 605,415 100.00 %
38,940
32,898
71,838
357,579
50,471
40,724
91,195
470,644
87,202
61,112
148,314
805,409
79,491
65,756
145,247
810,022
6.45
4.52
10.97
59.58
6.53
5.26
11.79
60.85
6.00
4.96
10.96
61.09
6.43
5.43
11.86
59.06
(13,229)
(3,273)
955
$ 1,336,346
(12,349)
(2,907)
1,537
$ 1,312,519
(10,756)
(2,708)
1,577
$ 761,558
(10,211)
(1,887)
—
$ 593,317
10
Due During
Years
Ending
December 31
,
2021 (1)
2022
2023
2024 and
2025
The total amount of loans due after December 31, 2021, which have fixed interest rates is $728.0 million, while the total amount of loans due after this date
which have floating or adjustable interest rates is $354.7 million.
Loan Maturity and Repricing. The following table sets forth certain information at December 31, 2020, regarding the dollar amount and current note rates of
interest for the loans maturing or repricing in the portfolio based on their contractual terms to maturity but does not include scheduled payments or potential prepayments.
Loan balances do not include undisbursed loan proceeds, unearned discounts, unearned income, and allowance for loan losses.
(Dollars in
Construction and
Commercial
Real Estate
thousands)
Commercial
Development
Home Equity
Weighte
d
Weighte
d
Weighte
d
One-to-Four-Family
(2)
Weighte
d
Multi-family
Consumer
Business
Total
Weighte
d
Weighte
d
Weighte
d
Weighte
d
Average
Average
Average
Average
Average
Average
Average
Average
Amount
Rate
Amount
Rate
Amount
Rate
Amount
Rate
Amount
Rate
Amount
Rate
Amount
Rate
Amount
Rate
$ 49,995
23,857
38,665
%
$
4.18
4.93
4.87
212,05
2
989
44
%
$
5.47
3.80
3.50
27,00
6
55
287
%
$ 21,295
15,165
17,034
4.50
7.03
5.35
%
$ 15,432
1,578
7,465
4.85
4.72
4.87
%
$ 2,828
2,079
4,734
4.21
5.03
4.88
%
$
162,95
8
70,381
6,881
9.57
6.70
6.34
%
4.45
$ 491,566
1.65 (3) 114,104
75,110
4.66
4.89 %
2.90
4.94
50,376
4.43
2,666
5.66
123
5.98
73,106
4.20
57,511
4.03
14,030
6.34
8,453
4.11 (4) 206,265
4.37
2026 to 2030 52,029
4.35
958
3.25
820
5.70
1
4.05
41,646
4.13
75,874
6.26
15,323
3.92
287,731
4.70
101,08
2031 to 2035
7,605
4.75
—
—
2,259
5.40
3,503
5.16
6,172
6.89
8
6.48
3,424
4.77
224,551
6.37
201,58
2036 and
following
192
5.00
266
6.55
3
4.06
79,909
3.96
1,797
5.40
74,045
6.53
6,148
4.51
174,900
5.09
12,54
222,71
%
$
216,97
5
5.45
%
$
43,09
3
4.46
%
$
311,09
3
4.21
%
$
131,60
1
4.29
%
$
375,17
8
6.45
%
$
273,56
8
3.70
%
$
1,574,22
7
4.88 %
Total
________________________
4.50
$
9
(1) Includes demand loans, loans having no stated maturity and overdraft loans.
(2) Excludes loans held for sale.
(3) Includes PPP loans of $60.8 million with contractual interest rates of 1.00%.
(4) Includes PPP loans of $1.3 million with contractual interest rates of 1.00%.
11
Lending Authority. The Chief Credit Officer has the authority to approve multiple loans to one borrower up
to $15.0 million in aggregate. All loans that are approved over $5.0 million are reported to the asset quality committee
(“AQC”) at each AQC meeting. Loans in excess of $15.0 million and up to $25.0 million require additional approval
from management’s senior loan committee. Loans in excess of $25.0 million require AQC approval. The Chief Credit
Officer may delegate lending authority to other individuals at levels consistent with their responsibilities.
The Board of Directors has implemented a lending limit policy that it believes matches the Washington State
legal lending limit, or $44.6 million as of December 31, 2020. The Bank’s largest lending relationship at December 31,
2020, consisted of a commercial line of credit to one company having a total available commitment of $28.0 million,
with the Bank’s total potential commitment of $19.0 million, and two other banks participating in the remaining $9.0
million. This line of credit is secured by notes for 16 properties. The outstanding balance of this line of credit at
December 31, 2020 was $18.4 million for the Bank. The second largest lending relationship consisted of one multi-
family construction loan with the Bank’s total potential commitment of $15.7 million, of which $1.7 million was
drawn at December 31, 2020, and one other bank participating in the remaining $2.5 million, one permanent multi-
family loan, and one permanent one-to-four-family loan having combined commitments of $27.5 million to three
related limited liability companies. All of these loans are secured by properties located in the Seattle metropolitan area
of Washington State. The outstanding balance of these three loans at December 31, 2020 was $10.9 million. The third
largest lending relationship consisted of a mix of construction and permanent real estate secured loans having
combined commitments of $21.6 million, to three related limited liability companies and/or individuals. All of these
loans are secured by real estate located in the Seattle metropolitan area of Washington State. The outstanding balance
of these loans at December 31, 2020 was $19.1 million. At December 31, 2020, all of the borrowers listed above were
in compliance with the original repayment terms of their respective loans.
At December 31, 2020, the Company had $66.0 million in approved commercial construction warehouse
lending lines for four companies, with the Bank’s total potential commitment of $57.0 million, and two other banks
participating in the remaining $9.0 million. The commitments range from $8.0 million to $19.0 million for the Bank
with $33.0 million outstanding at December 31, 2020. At December 31, 2019, the Bank had $70.0 million approved
in commercial construction warehouse lending lines for six companies with $48.2 million outstanding. In addition,
the Company had $36.0 million approved in mortgage warehouse lending lines for four companies. The commitments
ranged from $5.0 million to $15.0 million. At December 31, 2020, there was $16.1 million in mortgage warehouse
lending lines outstanding, compared to $25.0 million approved in mortgage warehouse lending lines with $12.9
million outstanding at December 31, 2019. At December 31, 2020, all of these warehouse lines were in compliance
with the original repayment terms of their respective lending lines.
Commercial Real Estate Lending. The Company offers a variety of commercial real estate loans. Most of
these loans are secured by income producing properties, including multi-family residences, retail centers, warehouses
and office buildings located in the market areas. At December 31, 2020, commercial real estate loans (including $131.6
million of multi-family residential loans) totaled $354.3 million, or 22.5%, of the gross loan portfolio.
The Company’s loans secured by commercial real estate are originated with a fixed or variable interest rate
for up to a 15-year maturity and a 30-year amortization. The variable rate loans are indexed to the prime rate of interest
or a short-term LIBOR rate, or five or seven-year FHLB rate, with rates equal to the prevailing index rate to 5.0%
above the prevailing rate. Loan-to-value ratios on the Company’s commercial real estate loans typically do not exceed
80% of the appraised value of the property securing the loan. In addition, personal guarantees are typically obtained
from a principal of the borrower on substantially all credits.
Loans secured by commercial real estate are generally underwritten based on the net operating income of the
property and the financial strength of the borrower. The net operating income, which is the income derived from the
operation of the property less all operating expenses, must be sufficient to cover the payments related to the
outstanding debt plus an additional coverage requirement. The Company generally requires an assignment of rents or
leases in order to be assured that the cash flow from the project will be sufficient to repay the debt. Appraisals on
properties securing commercial real estate loans are performed by independent state certified or licensed fee
appraisers. The Company does not generally maintain insurance or tax escrows for loans secured by commercial real
12
estate. In order to monitor the adequacy of cash flows on income-producing properties, the borrower is required to
provide financial information on at least an annual basis.
Loans secured by commercial real estate properties generally involve a greater degree of credit risk than one-
to-four-family residential mortgage loans. These loans typically involve large balances to single borrowers or groups
of related borrowers. Because payments on loans secured by commercial and multi-family real estate properties are
often dependent on the successful operation or management of the properties, repayment of these loans may be subject
to adverse conditions in the real estate market or the economy. If the cash flow from the project is reduced, or if leases
are not obtained or renewed, the borrower’s ability to repay the loan may be impaired. Commercial and multi-family
loans also expose a lender to greater credit risk than loans secured by one-to-four-family because the collateral
securing these loans typically cannot be sold as easily as one-to-four-family. In addition, most of our commercial and
multi-family loans are not fully amortizing and include balloon payments upon maturity. Balloon payments may
require the borrower to either sell or refinance the underlying property in order to make the payment, which may
increase the risk of default or non-payment. The largest single commercial or multi-family real estate loan at
December 31, 2020 was a performing $8.8 million loan secured by a fully-leased apartment building built in 2019
(which includes a 1,200 square foot retail space, currently leased to a well-established and locally-owned coffee shop)
located in Seattle, Washington.
The Company intends to continue to emphasize commercial real estate lending and has hired experienced
commercial loan officers to support the Company’s commercial real estate lending objectives. As the commercial real
estate loan portfolio expands, the Company intends to bring in additional experienced personnel in the areas of loan
analysis and commercial deposit relationship management.
Construction and Development Lending. The Company expanded its residential construction lending team
in 2011 with a focus on vertical, in-city one-to-four-family development in our market area. This team has over
60 years of combined experience and expertise in acquisition, development and construction (“ADC”) lending in the
Puget Sound market area. The Company has implemented this strategy to take advantage of what is believed to be a
strong demand for construction and ADC loans to experienced, successful and relationship driven builders in our
market area after many other banks abandoned this segment because of previous overexposure. At December 31,
2020, outstanding construction and development loans totaled $217.0 million, or 13.8%, of the gross loan portfolio
and consisted of 253 loans, compared to $179.7 million and 216 loans at December 31, 2019. The construction and
development loans at December 31, 2020, consisted of loans for residential and commercial construction projects
primarily for vertical construction and $15.1 million of land acquisition and development loans for finished lots. Total
committed, including unfunded construction and development loans at December 31, 2020, was $360.6 million. At
December 31, 2020, $133.0 million, or 61.4% of our outstanding construction and development loan portfolio was
comprised of speculative one-to-four-family construction loans. Approximately $12.8 million of our residential
construction loans at December 31, 2020 were made to finance the custom construction of owner-occupied homes and
are structured to be converted to permanent loans at the end of the construction phase. Approximately 54.0% of these
custom home loans consisted of custom manufactured homes. In addition, included in commercial business loans, the
Company had four commercial secured lines of credit, secured by notes to residential construction borrowers with
guarantees from principals with experience in the construction re-lending market. These loans had combined
commitments of $57.0 million, and an outstanding balance of $33.0 million at December 31, 2020.
The Company’s residential construction lending program includes loans for the purpose of constructing both
speculative and pre-sold one-to-four-family residences, the acquisition of in-city lots with and without existing
improvements for later development of one-to-four-family residences, the acquisition of land to be developed, and
loans for the acquisition and development of land for future development of single family residences. The Company
generally limits these types of loans to known builders and developers in the market area. Construction loans generally
provide for the payment of interest-only during the construction phase, which is typically up to 12 months. At the end
of the construction phase, the construction loan is generally paid off through the sale of the newly constructed home
and a permanent loan from another lender, although commitments to convert to a permanent loan may be made by us.
Construction loans are generally made with a maximum loan amount of the lower of 95% of cost or 75% of appraised
value at completion. During the term of construction, the accumulated interest on the loan is typically added to the
principal balance of the loan through an interest reserve of 3% to 5.5% of the loan commitment amount.
13
Commitments to fund construction loans generally are made subject to an appraisal of the property by an
independent licensed appraiser. The Company also reviews and has a licensed third-party inspect each property before
disbursement of funds during the term of the construction loan. Loan proceeds are disbursed after inspection by a
third-party inspector based on the percentage of completion method.
The Company may also make land acquisition and development loans to builders or residential lot developers
on a limited basis. These loans involve a higher degree of credit risk, similar to commercial construction loans. At
December 31, 2020, included in the $217.0 million of construction and development loans, were seven residential
land acquisition and development loans for finished lots totaling $15.1 million, with total commitments of $18.5
million. These land loans also involve additional risks because the loan amount is based on the projected value of the
lots after development. Loans are made for up to 75% of the estimated value with a term of up to two years. These
loans are required to be paid on an accelerated basis as the lots are sold, so that the Company is repaid before all the
lots are sold. Construction financing is generally considered to involve a higher degree of credit risk than longer-term
financing on improved, owner-occupied real estate.
Construction and development lending contains the inherent difficulty in estimating both a property’s value
at completion of the project and the estimated cost (including interest) of the project. Changes in the demand, such as
for new housing and higher than anticipated building costs may cause actual results to vary significantly from those
estimated. If the estimate of construction cost proves to be inaccurate, we may be required to advance funds beyond
the amount originally committed to permit completion of the project. This type of lending also typically involves
higher loan principal amounts and is often concentrated with a small number of builders. In addition, during the term
of most of our construction loans, an interest reserve is created at origination and is added to the principal of the loan
through the construction phase. If the estimate of value upon completion proves to be inaccurate, we may be
confronted at, or prior to, the maturity of the loan with a project, the value of which is insufficient to assure full
repayment. Because construction loans require active monitoring of the building process, including cost comparisons
and on-site inspections, these loans are more difficult and costly to monitor.
Increases in market rates of interest may have a more pronounced effect on construction loans by rapidly
increasing the end-purchasers’ borrowing costs, thereby reducing the overall demand for the project. Properties under
construction are often difficult to sell and typically must be completed in order to be successfully sold which also
complicates the process of working out problem construction loans. This may require us to advance additional funds
and/or contract with another builder to complete construction. Furthermore, speculative construction loans to a builder
are often associated with homes that are not pre-sold, and thus pose a greater potential risk than construction loans to
individuals on their personal residences as there is the added risk associated with identifying an end-purchaser for the
finished project. Loans on land under development or held for future construction pose additional risk because of the
lack of income being produced by the property and the potential illiquid nature of the collateral. These risks can be
significantly impacted by supply and demand. As a result, this type of lending often involves the disbursement of
substantial funds with repayment dependent on the success of the ultimate project and the ability of the borrower to
sell or lease the property, rather than the ability of the borrower or guarantor themselves to repay principal and interest.
The Company seeks to address the forgoing risks associated with construction development lending by
developing and adhering to underwriting policies, disbursement procedures, and monitoring practices. Specifically,
the Company (i) seeks to diversify the number of loans and projects in the market area, (ii) evaluate and document the
creditworthiness of the borrower and the viability of the proposed project, (iii) limit loan-to-value ratios to specified
levels, (iv) control disbursements on construction loans on the basis of on-site inspections by a licensed third-party,
(v) monitor economic conditions and the housing inventory in each market, and (iv) typically obtains personal
guarantees from a principal of the borrower on substantially all credits. No assurances, however, can be given that
these practices will be successful in mitigating the risks of construction development lending.
Home Equity Lending. The Company has been active in second lien mortgage and home equity lending,
with the focus of this lending being conducted in the Company’s primary market area. The home equity lines of credit
generally have adjustable rates tied to the prime rate of interest with a draw term of 10 years plus and a term to maturity
of 15 years. Monthly payments are based on 1.0% of the outstanding balance with a maximum combined loan-to-
value ratio of up to 90%, including any underlying first mortgage. Fixed second lien mortgage home equity loans are
14
typically amortizing loans with terms of up to 30 years. Total second lien mortgage/home equity loans totaled $43.1
million, or 2.7% of the gross loan portfolio, at December 31, 2020, $25.7 million of which were adjustable rate home
equity lines of credit. Unfunded commitments on home equity lines of credit at December 31, 2020, was $52.5 million.
Residential. The Company originates loans secured by first mortgages on one-to-four-family residences
primarily in the market area. The Company originates one-to-four-family residential mortgage loans through referrals
from real estate agents, financial planners, builders, and from existing customers. Retail banking customers are also
important referral sources of the Company’s loan originations. The Company originated $1.87 billion of one-to-four-
family mortgages (including $10.1 million of loans brokered to other institutions) and sold $1.64 billion to investors
in 2020. Of the loans sold to investors, $1.48 billion were sold to the Federal National Mortgage Association (“Fannie
Mae”), the Government National Mortgage Association (“Ginnie Mae”), the FHLB, and/or the Federal Home Loan
Mortgage Corporation (“Freddie Mac”) with servicing rights retained in order to further build the relationship with
the customer. At December 31, 2020, one-to-four-family residential mortgage loans totaled $311.1 million, or 19.8%,
of the gross loan portfolio, excluding loans held for sale of $166.4 million. In addition, the Company originates
residential loans through its commercial lending channel, secured by single family rental homes in Washington, with
an outstanding balance of $72.7 million at December 31, 2020.
The Company generally underwrites the one-to-four-family loans based on the applicant’s ability to repay.
This includes employment and credit history and the appraised value of the subject property. The Company will lend
up to 100% of the lesser of the appraised value or purchase price for one-to-four-family first mortgage loans. For first
mortgage loans with a loan-to-value ratio in excess of 80%, the Company generally requires either private mortgage
insurance or government sponsored insurance in order to mitigate the higher risk level associated with higher loan-to-
value loans. Fixed-rate loans secured by one-to-four-family residences have contractual maturities of up to 30 years
and are generally fully amortizing, with payments due monthly. Adjustable-rate mortgage loans generally pose
different credit risks than fixed-rate loans, primarily because as interest rates rise the borrower’s payments rise,
increasing the potential for default. Properties securing the one-to-four-family loans are appraised by independent fee
appraisers who are selected in accordance with industry and regulatory standards. The Company requires borrowers
to obtain title and hazard insurance, and flood insurance, if necessary. Loans are generally underwritten to the
secondary market guidelines with overlays as determined by the internal underwriting department.
Consumer Lending. Consumer lending represents a significant and important historical activity for the
Company, primarily reflecting the indirect lending through home improvement contractors and dealers. At
December 31, 2020, consumer loans totaled $375.2 million, or 23.8% of the gross loan portfolio.
The Company’s indirect home improvement loans, also referred to as fixture secured loans, represent the
largest portion of the consumer loan portfolio and have traditionally been the mainstay of the Company’s consumer
lending strategy. These loans totaled $286.0 million, or 18.2% of the gross loan portfolio, and 76.2% of total consumer
loans, at December 31, 2020. Indirect home improvement loans are originated through a network of 143 home
improvement contractors and dealers located in Washington, Oregon, California, Idaho, Colorado, Arizona, Nevada,
and Minnesota. Four dealers are responsible for 39.2% of the loan volume. These fixture secured loans consist of
loans for a wide variety of products, such as replacement windows, siding, roofs, HVAC systems, pools, and other
home fixture installations, including solar related home improvement projects.
In connection with fixture secured loans, the Company receives loan applications from the dealers, and
originates the loans based on pre-defined lending criteria. These loans are processed through the loan origination
software, with approximately 40% of the loan applications receiving an automated approval based on the information
provided, and the remaining loans are processed by the Company’s credit analysts. The Company follows the internal
underwriting guidelines in evaluating loans obtained through the indirect dealer program, including using a Fair Isaac
and Company, Incorporated (“FICO”) credit score to approve loans. A FICO score is a principal measure of credit
quality and is one of the significant criteria we rely upon in our underwriting in addition to the borrower’s debt to
income.
The Company’s fixture secured loans generally range in amounts from $2,500 to $100,000, and generally
carry terms of 8 to 20 years with fixed rates of amortizing payments and interest. In some instances, the participating
15
dealer may pay a fee to buy down the borrower’s interest rate to a rate below the Company’s published rate. Fixture
secured loans are secured by the personal property installed in, on or at the borrower’s real property, and may be
perfected with a financing statement under the Uniform Commercial Code (“UCC-2”) filed in the county of the
borrower’s residence. The Company generally files a UCC-2 financing statement to perfect the security interest in the
personal property in situations where the borrower’s credit score is below 720 or the home improvement loan is for
an amount in excess of $5,000. Perfection gives the Company a claim to the collateral that is superior to someone that
obtains a lien through the judicial process subsequent to the perfection of a security interest. The failure to perfect a
security interest does not render the security interest unenforceable against the borrower. However, failure to perfect
a security interest risks avoidance of the security interest in bankruptcy or subordination to the claims of third parties.
The Company also offers consumer marine loans secured by boats. At December 31, 2020, the marine loan
portfolio totaled $85.7 million, or 5.4% of total loans. Marine loans are originated with borrowers on both a direct and
indirect basis, and generally carry terms of up to 20 years with fixed rates of interest. The Company generally requires
a 10% down payment, and the loan amount may be up to the lesser of 120% of factory invoice or 90% of the purchase
price.
The Company originates other consumer loans which totaled $3.4 million at December 31, 2020. These
loans primarily include personal lines of credit, credit cards, automobile, direct home improvement, loans on deposit,
and recreational loans.
In evaluating any consumer loan application, a borrower’s FICO score is utilized as an important indicator
of credit risk. The FICO score represents the creditworthiness of a borrower based on the borrower’s credit history, as
reported by an independent third party. A higher FICO score typically indicates a greater degree of creditworthiness.
Over the last several years the Company has emphasized originations of loans to consumers with higher credit scores.
This has resulted in a lower level of loan charge-offs in recent periods. At December 31, 2020, 78.5% of the consumer
loan portfolio was originated with borrowers having a FICO score over 720 at the time of origination, and 20.0% was
originated with borrowers having a FICO score between 660 and 720 at the time of origination. Generally, a FICO
score of 660 or higher indicates the borrower has an acceptable credit reputation. A consumer credit score at the time
of loan origination of less than 660 is associated as “subprime” by federal banking regulators and these loans
comprised just 1.5% of our consumer loan portfolio at December 31, 2020. Consideration for loans with FICO scores
below 660 require additional management oversight and approval.
Consumer loans generally have shorter average lives with faster prepayment, which reduces the Company’s
exposure to changes in interest rates. In addition, management believes that offering consumer loan products helps to
expand and create stronger ties to existing customer base by increasing the number of customer relationships and
providing cross-marketing opportunities.
Consumer and other loans generally entail greater risk than do one-to-four-family residential mortgage loans,
particularly in the case of consumer loans that are secured by rapidly depreciable assets, such as boats, automobiles
and other recreational vehicles. In these cases, any repossessed collateral for a defaulted loan may not provide an
adequate source of repayment of the outstanding loan balance. As a result, consumer loan collections are dependent
on the borrower’s continuing financial stability and, thus, are more likely to be adversely affected by job loss, divorce,
illness, or personal bankruptcy. In the case of fixture secured loans, it is very difficult to repossess the personal property
securing these loans as they are typically attached to the borrower’s personal residence. Accordingly, if a borrower
defaults on a fixture secured loan the only practical recourse is to wait until the borrower wants to sell or refinance the
home, at which time if there is a perfected security interest the Company generally will be able to collect a portion of
the loan previously charged off.
Commercial Business Lending. The Company originates commercial business loans and lines of credit to
local small- and mid-sized businesses in the Puget Sound market area that are secured by accounts receivable,
inventory, or personal/business property, plant and equipment. Consistent with management’s objectives to expand
commercial business lending, in 2009, the Company commenced a mortgage warehouse lending program through
which the Company funds third-party residential mortgage bankers. Under this program the Company provides short-
term funding to the mortgage banking companies for the purpose of originating residential mortgage loans for sale
16
into the secondary market. The Company’s warehouse lending lines are secured by the underlying notes associated
with one-to-four-family mortgage loans made to borrowers by the mortgage banking company and generally require
guarantees from the principal shareholder(s) of the mortgage banking company. These loans are repaid when the note
is sold by the mortgage bank into the secondary market, with the proceeds from the sale used to pay down the
outstanding loan before being dispersed to the mortgage bank. The Company had $36.0 million approved in residential
mortgage warehouse lending lines for four companies at December 31, 2020. The commitments ranged from $5.0
million to $15.0 million. At December 31, 2020, there was $16.1 million in residential warehouse lines outstanding,
compared to $25.0 million in approved residential warehouse lending lines with $12.9 million outstanding at
December 31, 2019. During the year ended December 31, 2020, we processed approximately 870 loans and funded
approximately $323.1 million in total under our mortgage warehouse lending program.
The Company also has commercial construction warehouse lending lines secured by notes on construction
loans and typically guaranteed by principals with experience in construction lending. In April 2013, we commenced
an expansion of our mortgage warehouse lending program to include construction re-lending warehouse lines. These
lines are secured by notes provided to construction lenders and are typically guaranteed by a principal of the borrower
with experience in construction lending. Terms for the underlying notes can be up to 18 months and the Bank will
lend a percentage (typically 70 - 80%) of the underlying note which may have a loan-to-value ratio up to 75%.
Combined, the loan-to-value ratio on the underlying note would be up to 60% with additional credit support provided
by the guarantor. At December 31, 2020, the Company had $66.0 million in approved commercial construction
warehouse lending lines for four companies, with the Bank’s total potential commitment of $57.0 million, and two
other banks participating in the remaining $9.0 million. The commitments range from $8.0 million to $19.0 million.
At December 31, 2020, there was $33.0 million outstanding, compared to $70.0 million approved in commercial
warehouse lending lines for six companies with $48.2 million outstanding at December 31, 2019.
Beginning in the second quarter of 2020, the Bank began to offer PPP loans which are fully guaranteed by
the SBA, to existing and new customers as a result of the COVID-19 pandemic. These PPP loans are subject to the
provisions of the CARES Act as well as complex and evolving rules and guidance issued by the SBA and the U.S.
Department of the Treasury. The entire principal amount of the borrower's PPP loan, including any accrued interest,
is eligible to be forgiven and repaid by the SBA if the borrower meets the PPP conditions. Under this program, as of
December 31, 2020, there were 423 PPP loans outstanding totaling $62.1 million. The CAA 2021 renewed and
extended the PPP until March 31, 2021 by authorizing an additional $284.5 billion for the program. As a result, in
January 2021, the Bank began accepting and processing loan applications under this second PPP program. The Bank
earns 1% interest on PPP loans as well as a fee from the SBA to cover processing costs, which is amortized over the
life of the loan. The Bank expects that the great majority of its PPP borrowers will seek full or partial forgiveness of
their loan obligations. For additional information regarding these loans, see Item 1A. Risk Factors - “Risks Related to
Our Lending - Loans originated under the SBA Paycheck Protection Program subject us to credit, forgiveness and
guarantee risk.”
Commercial business loans may be fixed-rate but are usually adjustable-rate loans indexed to the prime rate
of interest, plus a margin. Some of these commercial business loans, such as those made pursuant to the warehouse
lending program, are structured as lines of credit with terms of 12 months and interest-only payments required during
the term, while other loans may reprice on an annual basis and amortize over a two to five year period. Due to the
current interest rate environment, these loans and lines of credit are generally originated with a floor, which is set
between 2.0% and 7.0%. Loan fees are generally charged at origination depending on the credit quality and account
relationships of the borrower. Advance rates on these types of lines are generally limited to 80% of accounts receivable
and 50% of inventory. The Company also generally requires the borrower to establish a deposit relationship as part of
the loan approval process. At December 31, 2020, the commercial business loan portfolio totaled $273.6 million, or
17.4%, of the gross loan portfolio including warehouse lending loans and PPP loans.
At December 31, 2020, most of the commercial business loans were secured. The Company’s commercial
business lending policy includes credit file documentation and analysis of the borrower’s background, capacity to
repay the loan, the adequacy of the borrower’s capital and collateral, as well as an evaluation of other conditions
affecting the borrower. Analysis of the borrower’s past, present, and future cash flows is also an important aspect of
credit analysis. The Company generally requires personal guarantees on these commercial business loans.
17
Nonetheless, commercial business loans are believed to carry higher credit risk than residential mortgage loans. The
largest commercial business lending relationships at December 31, 2020, consisted of a participating commercial line
of credit having a commitment of $19.0 million from the Bank. This line of credit is secured by residential construction
projects located primarily in Seattle, Washington. The outstanding balance of this line of credit at December 31, 2020
was $18.4 million. The next largest commercial business lending relationship totaled $13.8 million and consisted of
two commercial lines of credit of up to $12.0 million, of which the Bank has disbursed $8.9 million, a commercial
term loan of $1.5 million, and a PPP loan of $3.4 million. With the exception of the PPP loan, these loans are secured
by a mix of assets of the borrower and guarantor.
Unlike residential mortgage loans, commercial business loans, particularly unsecured loans, are made on the
basis of the borrower’s ability to make repayment from the cash flow of the borrower’s business and, therefore, are of
higher risk. The Company makes commercial business loans secured by business assets, such as accounts receivable,
inventory, equipment, real estate and cash as collateral with loan-to-value ratios in most cases up to 80%, based on
the type of collateral. This collateral depreciates over time, may be difficult to appraise and may fluctuate in value
based on the specific type of business and equipment used. As a result, the availability of funds for the repayment of
commercial business loans may be substantially dependent on the success of the business itself (which, in turn, is
often dependent in part upon general economic conditions).
Loan Originations, Servicing, Purchases and Sales
The Company originates both fixed-rate and adjustable-rate loans. The ability to originate loans, however, is
dependent upon customer demand for loans in the market areas. From time to time to supplement our loan originations
and based on our asset/liability objectives we will also purchase bulk loans or pools of loans from other financial
institutions.
Over the past few years, the Company has continued to originate consumer loans, and increased emphasis on
commercial real estate loans, including construction and development lending, as well as commercial business loans.
Demand is affected by competition and the interest rate environment. In periods of economic uncertainty, the ability
of financial institutions, including the Bank, to originate large dollar volumes of commercial business and real estate
loans may be substantially reduced or restricted, with a resultant decrease in interest income. In addition to interest
earned on loans and loan origination fees, the Company receives fees for loan commitments, late payments, and other
miscellaneous services. The fees vary from time to time, generally depending on the supply of funds and other
competitive conditions in the market. In addition to the 1.0% interest earned on PPP loans, the SBA pays processing
fees for PPP loans of either 1%, 3%, or 5%, based on the size of the loan. Banks may not collect any fees from the
PPP loan applicants.
The Company will sell long-term, fixed-rate residential real estate loans in the secondary market to mitigate
interest rate risk. Gains and losses from the sale of these loans are recognized based on the difference between the
sales proceeds and carrying value of the loans at the time of the sale. Some residential real estate loans originated as
Federal Housing Administration or FHA, U.S. Department of Veterans Affairs or VA, or United States Department
of Agriculture or USDA Rural Housing loans were sold by the Company as servicing released loans to other
companies. A majority of residential real estate loans sold by the Company were sold with servicing retained at a
specified servicing fee. The Company earned gross mortgage servicing fees of $4.4 million for the year ended
December 31, 2020. The Company was servicing $2.17 billion of one-to-four-family loans at December 31, 2020,
for Fannie Mae, Freddie Mac, Ginnie Mae, the FHLB, and another financial institution. These mortgage servicing
rights (“MSRs”) constituted an $12.6 million asset on our books on that date, which is amortized in proportion to and
over the period of the net servicing income. These MSRs are periodically evaluated for impairment based on their fair
value, which takes into account the rates and potential prepayments of those sold loans being serviced. The fair value
of our MSRs at December 31, 2020 was $12.8 million. See “Note 4 - Servicing Rights” and “Note 15 - Fair Value
Measurements” of the Notes to Consolidated Financial Statements included in “Item 8. Financial Statements and
Supplementary Data” of this Form 10-K.
18
The following table presents the notional balance activity during the year ended December 31, 2020, related
to loans serviced for others.
Beginning balance at January 1, 2020
One-to-four-family
Consumer
Subtotal
Additions
One-to-four-family
Repayments
One-to-four-family
Consumer
Subtotal
Ending balance at December 31, 2020
One-to-four-family
Consumer
Total
(In thousands)
$ 1,463,732
591
1,464,323
1,480,110
(771,341)
(225)
(771,566)
2,172,501
366
$ 2,172,867
19
The following table shows total loans originated, purchased, sold and repaid during the years indicated.
(In thousands)
Originations by type:
Fixed-rate:
Commercial
Construction and development
Home equity
One-to-four-family (1)
Loans held for sale (one-to-four-family)
Multi-family
Consumer
Commercial business (2) (5)
Total fixed-rate
Adjustable-rate:
Commercial
Construction and development
Home equity
One-to-four-family (1)
Loans held for sale (one-to-four-family)
Multi-family
Consumer
Commercial business (2)
Warehouse lines, net
Total adjustable-rate
Total loans originated
Purchases by type
Fixed-rate:
Commercial
Home equity
One-to-four-family (1) (4)
Multi-family
Consumer
Construction and development
Commercial business (2)
Adjustable-rate:
Commercial
Home equity
One-to-four-family (1)
Multi-family
Consumer
Construction and development
Commercial business (2) (3)
Total loans purchased
Sales and repayments:
One-to-four-family (1)
Loans held for sale (one-to-four-family)
Commercial business (2)
Total loans sold
Total principal repayments
Total reductions
Net increase
Year Ended December 31,
2020
2019
$
36,307 $
17,886
13,522
66,796
1,723,884
17,118
188,587
98,646
2,162,746
23,110
3,641
6,163
23,426
778,866
2,886
161,269
5,903
1,005,264
25,218
297,883
18,079
59,188
6,781
14,074
1,176
113,546
(12,020)
523,925
2,686,671
30,679
243,000
20,199
81,457
25,753
44,803
2,216
338,859
(4,644)
782,322
1,787,586
—
—
272
—
—
—
—
—
—
28,057
—
—
—
3,727
32,056
—
(1,641,880)
—
(1,641,880)
(757,764)
(2,399,644)
—
—
321
—
—
—
1,798
—
—
—
—
—
—
—
2,119
—
(785,438)
(8,365)
(793,803)
(951,743)
(1,745,546)
44,159
$
20
319,083 $
_____________________________
(1) One-to-four-family portfolio loans.
(2) Excludes warehouse lines.
(3) Includes USDA/ SBA guaranteed loans purchased at a premium.
(4) Loan repurchased, previously sold.
(5) Includes $75.8 million of PPP loans.
Sales of whole and participations in real estate loans can be beneficial to the Bank since these sales
systematically generate income at the time of sale, produce future servicing income on loans where servicing is
retained, provide funds for additional lending and other investments, and increase liquidity.
From time to time we also sell whole consumer loans, specifically long term consumer loans, which can be
beneficial to us since these sales generate income at the time of sale, can potentially create future servicing income
where servicing is retained, and provide a mitigation of interest rate risk associated with holding 15-20 year maturity
consumer loans.
Asset Quality
When a borrower fails to make a required payment on a residential real estate loan, the Company attempts to
cure the delinquency by contacting the borrower. In the case of loans secured by residential real estate, a late notice
typically is sent 16 days after the due date, and the borrower is contacted by phone within 16 to 25 days after the due
date. When the loan is 30 days past due, an action plan is formulated for the credit under the direction of the mortgage
loan control manager. Generally, a delinquency letter is mailed to the borrower. All delinquent accounts are reviewed
by a loan control representative who attempts to cure the delinquency by contacting the borrower once the loan is
30 days past due. If the account becomes 60 days delinquent and an acceptable repayment plan has not been agreed
upon, a Loan Control representative will generally refer the account to legal counsel with instructions to prepare a
notice of intent to foreclose. The notice of intent to foreclose allows the borrower up to 30 days to bring the account
current. Between 90 - 120 days past due, a value is obtained for the loan collateral. At that time, a mortgage analysis
is completed to determine the loan-to-value ratio and any collateral deficiency. If foreclosed, the Company customarily
takes title to the property and sells it directly through a real estate broker.
Delinquent consumer loans are handled in a similar manner. Appropriate action is taken in the form of phone
calls and notices to collect any loan payment that is delinquent more than 16 days. Once the loan is 90 days past due,
it is classified as nonaccrual. Generally, credits are charged off if past due 120 days, unless the collections department
provides support for a customer repayment plan. Bank procedures for repossession and sale of consumer collateral are
subject to various requirements under the applicable consumer protection laws as well as other applicable laws and
the determination by us that it would be beneficial from a cost basis.
Delinquent commercial business loans and loans secured by commercial real estate are handled by the loan
officer in charge of the loan, who is responsible for contacting the borrower. The loan officer works with outside
counsel and, in the case of real estate loans, a third-party consultant to resolve problem loans. In addition, management
meets as needed and reviews past due and classified loans, as well as other loans that management feels may present
possible collection problems, which are reported to the AQC and the board on a monthly basis. If an acceptable
workout of a delinquent commercial loan cannot be agreed upon, the Company customarily will initiate foreclosure
or repossession proceedings on any collateral securing the loan.
21
The following table shows delinquent loans by the type of loan and number of days delinquent at
December 31, 2020. Categories not included in the table below did not have any delinquent loans at December 31,
2020. Loans that were modified in accordance with the CARES Act and related regulatory guidance are not considered
delinquent.
Loans Delinquent For:
60-89 Days
90 Days or More
Percent of
Loan
Percent of
Loan
Total Loans Delinquent
60 Days or More
Percent of
Loan
Number Amount Category Number Amount Category Number Amount Category
2 $ 137
404
2
541
4
0.32 %
0.13
0.06
4 $
4
8
219
512
731
0.51 %
0.16
0.08
6 $ 356
916
6
1,272
12
0.83 %
0.29
0.14
24
2
6
32
331
77
22
430
0.12
0.09
0.64
0.11
22
1
—
23
325
22
—
347
0.11
0.03
—
0.09
46
3
6
55
656
99
22
777
0.23
0.12
0.64
0.21
1
1,204
0.54
—
—
—
1
1,204
0.54
1,204
1
37 $ 2,175
0.44
0.14 %
—
—
31 $ 1,078
—
0.07 %
1,204
1
68 $ 3,253
0.44
0.21 %
(Dollars in thousands)
Real estate loans
Home equity
One-to-four-family
Total real estate loans
Consumer loans
Indirect home
improvement
Marine
Other consumer
Total consumer loans
Commercial business
loans
Commercial and
industrial
Total commercial
business loans
Total
22
Nonperforming Assets. The following table sets forth information with respect to the Company’s
nonperforming assets.
(Dollars in thousands)
Nonaccruing loans:
Real estate loans
Commercial
Home equity
One-to-four-family
Total real estate loans
Consumer loans
Indirect home improvement
Marine
Other consumer
Total consumer loans
Commercial business loans
Commercial and industrial
Total commercial business loans
Total nonaccruing loans
Accruing loans contractually past due 90 days or more
Other real estate owned
Repossessed assets
Total nonperforming assets
TDR loans
Total nonperforming assets as a percentage of total assets
December 31,
2020 2019 2018 2017 2016
$
—
636
644
1,280
$
$ 1,086
190
1,264
2,540
$
—
229
1,552
1,781
826
44
1
871
468
—
25
493
408
18
2
428
—
151
142
293
195
—
—
195
$
—
210
—
210
504
—
7
511
—
5,610
—
5,610
3,033
7,761
—
—
168
90
10
—
$ 3,211
$ 7,851
—
$
—
$
0.37 %
551
1,685
551
1,685
1,039
3,894
—
11
—
689
—
—
$ 1,039
$ 4,594
55
$
—
$
0.19 % 0.28 %
—
—
721
—
—
15
$ 736
57
$
0.11 % 0.09 %
For the year ended December 31, 2020, gross interest income, which would have been recorded had the
nonaccruing loans been current in accordance with their original terms was $335,000. Prior to nonaccrual status, the
amount of interest income included in net income for the year ended December 31, 2020 was $304,000 for these loans.
Other Real Estate Owned. Real estate acquired by the Company as a result of foreclosure or by deed-in-lieu
of foreclosure is classified as real estate owned until it is sold. When the property is acquired, it is recorded at the
lower of its cost, which is the unpaid principal balance of the related loan plus foreclosure costs, or the fair market
value of the property less selling costs. The Company had one real estate owned property as of December 31, 2020.
Restructured Loans. According to generally accepted accounting principles in the United States of America
(“U.S. GAAP”), the Company is required to account for certain loan modifications or restructuring as a “troubled debt
restructuring” or “TDR”. In general, the modification or restructuring of a debt is considered a TDR if the Company,
for economic or legal reasons related to the borrower’s financial difficulties, grants a concession to the borrowers that
would not otherwise be considered. The Company had no TDRs at December 31, 2020. In late March 2020, the Bank
announced loan modification programs to support and provide relief for its borrowers during the COVID-19 pandemic.
The Company has followed the CARES Act and interagency guidance from the federal banking agencies when
determining if a borrower's modification is subject to TDR classification. For a discussion on loans that qualified for
deferral or forbearance agreements under the CARES Act and related guidance, see Item 7. Management’s Discussion
and Analysis of Financial Condition and Results of Operations - Highlights in Response to the COVID-19 Pandemic”
and “Note 3 - Loans Receivable and Allowance for Loan Losses.” of the Notes to Consolidated Financial Statements
included in “Item 8. Financial Statements and Supplementary Data” of this Form 10-K.
Other Assets Especially Mentioned. At December 31, 2020, there was $7.1 million of loans with respect to
which known information about the possible credit problems of the borrowers caused management to have doubts as
23
to the ability of the borrowers to comply with present loan repayment terms and which may result in the future
inclusion of such items in the nonperforming asset categories.
Classified Assets. Federal regulations provide for the classification of lower quality loans and other assets
(such as other real estate owned and repossessed property), debt and equity securities, as substandard, doubtful or loss.
An asset is considered substandard if it is inadequately protected by the current net worth and pay capacity of the
borrower or of any collateral pledged. Substandard assets include those characterized by the distinct possibility that
the Company will sustain some loss if the deficiencies are not corrected. Assets classified as doubtful have all the
weaknesses inherent in those classified substandard with the added characteristic that the weaknesses present make
collection or liquidation in full highly questionable and improbable, on the basis of currently existing facts, conditions,
and values. Assets classified as loss are those considered uncollectible and of such little value that their continuance
as assets without the establishment of a specific loss reserve is not warranted.
When the Company classifies problem assets as either substandard or doubtful, a specific allowance may be
established in an amount deemed prudent to address specific impairments. General allowances represent loss
allowances which have been established to recognize the inherent risk 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 a loss, it is required to charge off those assets in the period in which they are deemed uncollectible.
The Company’s determination as to the classification of assets and the amount of valuation allowances is subject to
review by the FDIC and the DFI, which can order the establishment of additional loss allowances. Assets which do
not currently expose the Company to sufficient risk to warrant classification in one of the aforementioned categories
but possess weaknesses are required to be designated as special mention.
In connection with the filing of periodic reports with the FDIC and in accordance with the Company’s
classification of assets policy, the Company regularly reviews the problem assets in the portfolio to determine whether
any assets require classification in accordance with applicable regulations. On the basis of the review of the
Company’s assets, at December 31, 2020, the Company had classified $17.6 million of assets as substandard. The
$17.6 million of classified assets represented 7.7% of equity and 0.84% of total assets at December 31, 2020. The
Company had $7.1 million of assets classified as special mention at December 31, 2020, not included in classified
assets reported above.
Allowance for Loan Losses
The Company maintains an allowance for loan losses to absorb probable incurred credit losses in the loan
portfolio. The allowance is based on ongoing monthly assessments of the estimated probable incurred losses in the
loan portfolio. Ultimate losses may vary from these estimates. In evaluating the level of the allowance for loan losses,
management considers the types of loans and the amount of loans in the loan portfolio, peer group information,
historical loss experience, adverse situations that may affect the borrower’s ability to repay, estimated value of any
underlying collateral, and prevailing economic conditions. The Company also considers qualitative factors such as
changes in the lending policies and procedures, changes in the local/national economy, changes in volume or type of
credits, changes in volume/severity of problem loans, quality of loan review and board of director oversight and
concentrations of credit. The qualitative factors have been established based on certain assumptions made as a result
of the current economic conditions and are adjusted as conditions change to be directionally consistent with these
changes. Large groups of smaller balance homogeneous loans, such as residential real estate, small commercial real
estate, home equity and consumer loans, are evaluated in the aggregate using historical loss factors and peer group
data adjusted for current economic conditions. More complex loans, such as commercial real estate loans and
commercial business loans, are evaluated individually for impairment, primarily through the evaluation of net
operating income and available cash flow and their possible impact on collateral values.
When determining the appropriate allowance for loan losses during 2020, management took into
consideration the impact of the COVID-19 pandemic on such additional qualitative factors as the national and state
unemployment rates and related trends, national and state unemployment benefit claim levels and related trends, the
amount of and timing of financial assistance provided by the government, consumer spending levels and trends,
24
industries significantly impacted by the COVID-19 pandemic, a review of the Bank's largest commercial loan
relationships, and the Bank's COVID-19 loan modification program.
Management increased qualitative factors during 2020 due to the deterioration of economic conditions as a
result of the COVD-19 pandemic. The increase in the factors resulted in a significant increase in the allowance for
loan losses during the current year. Management will continue to closely monitor economic conditions and will work
with borrowers as necessary to assist them through this challenging economic climate. If economic conditions worsen
or do not improve in the near term, and if future government programs, if any, do not provide adequate relief to
borrowers, it is possible the Bank's allowance for loan losses will need to increase in future periods. Uncertainties
relating to our allowance for loan losses are heightened as a result of the risks surrounding the COVID-19 pandemic
as described in further detail in Item 1A. Risk Factors - “Risks Related to Macroeconomic Conditions-The COVID-
19 pandemic has impacted the way we conduct business which may adversely impact our financial results and those
of our customers. The ultimate impact will depend on future developments, which are highly uncertain and cannot be
predicted, including the scope and duration of the pandemic and actions taken by governmental authorities in response
to the pandemic.”
The allowance is increased by the provision for loan losses, which is charged against current period earnings
and decreased by the amount of actual loan charge-offs, net of recoveries.
The provision for loan losses was $13.0 million for the year ended December 31, 2020 as compared to $2.9
million for the year ended December 31, 2019, due primarily to the incurred but not yet reported probable loan losses
reflecting credit deterioration due to the adverse impact of the COVID-19 pandemic and the increase in the loan
portfolio due to organic growth. The $62.1 million balance of PPP loans was omitted from the calculation of the
allowance for loan losses at December 31, 2020 as these loans are fully guaranteed by the SBA and management
expects that the great majority of PPP borrowers will seek full or partial forgiveness of their loan obligations from the
SBA within a short time frame, which will in turn reimburse the Bank for the amount forgiven. In addition, the
provision for loan losses also reflects risk rating downgrades on $103.3 million of loans that are considered at risk due
to the COVID-19 pandemic. The majority of the downgrades were to a “Watch” grade and therefore were not classified
as either special mention or other assets especially mentioned.
The allowance for loan losses was $26.2 million, or 1.66% of gross loans receivable at December 31, 2020,
as compared to $13.2 million, or 0.98% of gross loans receivable outstanding at December 31, 2019. In accordance
with acquisition accounting, loans acquired in the Anchor Bank acquisition in November 2018 (“Anchor Acquisition”)
were recorded at their estimated fair value, which resulted in a net discount to the contractual amounts of the loans, of
which a portion reflects a discount for possible credit losses. Credit discounts are included in the determination of fair
value and as a result, no allowance for loan losses is recorded for acquired loans at the acquisition date. Although the
discount recorded on the acquired loans is not reflected in the allowance for loan losses, or related allowance coverage
ratios, we believe it should be considered when comparing the current ratios to similar ratios in periods prior to the
acquisition. The remaining fair value discount on loans purchased in the Anchor Acquisition was $1.5 million, on
$132.6 million of gross loans at December 31, 2020. Management will continue to review the adequacy of the
allowance for loan losses and make adjustments to the provision for loan losses based on loan growth, economic
conditions, charge-offs and portfolio composition. A further decline in national and local economic conditions, as a
result of the COVID-19 pandemic or other factors, could result in a material increase in the allowance for loan losses
and may adversely affect the Company's financial condition and results of operations.
Assessing the allowance for loan losses is inherently subjective as it requires making material estimates,
including the amount and timing of future cash flows expected to be received on impaired loans that may be susceptible
to significant change. In the opinion of management, the allowance, when taken as a whole, reflects probable incurred
loan losses in the loan portfolio. See “Item 7. Management’s Discussion and Analysis of Financial Condition and
Results of Operations - Comparison of Results of Operations for the Years Ended December 31, 2020 and 2019 -
Provision for Loan Losses” and “Notes 1- Basis of Presentation and Summary of Significant Accounting Policies”
and “Note 3 - Loans Receivable and Allowance for Loan Losses” of the Notes to Consolidated Financial Statements
included in “Item 8. Financial Statements and Supplementary Data” of this Form 10-K.
25
The following table summarizes the distribution of the allowance for loan losses by loan category.
(Dollars in thousands)
Allocated at end of
year to:
Real estate loans
Commercial
Construction and
development
Home equity
One-to-four-family
Multi-family
Total real estate loans
$
Consumer loans
Indirect home
improvement
Marine
Other consumer
Total consumer loans
Commercial business
loans
Commercial and
industrial
Warehouse lending
Total commercial
business loans
Anchor Acquisition
loans at fair value
Unallocated reserve
Total
2020
Percent
of
loan
2019
Percent
of
loan
December 31,
2018
Percent
of
loan
2017
Percent
of
loan
2016
Percent
of
loan
balance Allowance
for loan
in each
losses by
category
loan
to
category
total loans
balance Allowance
for loan
in each
losses by
category
to
loan
category
total loans
Loan
balance
balance Allowance
for loan
in each
losses by
category
loan
to
category
total loans
balance Allowance
for loan
in each
losses by
category
loan
to
category
total loans
Loan
balance
balance Allowance
for loan
in each
losses by
category
loan
to
category
total loans
Loan
balance
Loan
balance
Loan
balance
152,131
9.66 % $
3,366 $
114,015
8.43 % $
1,524 $
74,039
5.58 % $
985 $ 63,611
8.22 % $
868 $ 55,871
9.23 % $
708
215,962
37,096
290,036
102,894
798,119
13.72
2.36
18.42
6.54
50.70
3,528
691
3,494
1,276
12,355
175,567
29,606
224,967
91,975
636,130
12.99
2.19
16.64
6.80
47.05
1,988
343
1,349
987
6,191
196,815
27,295
194,343
49,125
541,617
14.84
2.06
14.65
3.71
40.84
2,677
320
1,288
491
5,761
143,068
25,289
163,655
44,451
440,074
18.50
3.27
21.16
5.75
56.90
2,146
263
1,004
489
4,770
94,462
20,081
124,009
37,527
331,950
15.60
3.32
20.48
6.20
54.83
286,020
85,740
1,913
373,673
18.17
5.45
0.12
23.74
5,271
1,356
41
6,668
254,616
67,179
2,038
323,833
18.84
4.97
0.15
23.96
3,073
663
30
3,766
212,226
57,822
2,012
272,060
16.00
4.36
0.15
20.51
2,731
586
34
3,351
171,225
35,397
2,046
208,668
22.14
4.58
0.26
26.98
2,374
405
35
2,814
144,262
28,549
1,915
174,726
23.83
4.71
0.32
28.86
1,273
244
947
375
3,547
1,811
229
42
2,082
220,978
49,092
14.04
3.12
4,123
712
135,565
61,112
10.03
4.52
2,503
751
119,910
65,756
9.04
4.96
2,435
756
83,306
41,397
10.77
5.35
1,531
483
65,841
32,898
10.88
5.43
2,297
378
270,070
17.16
4,835
196,677
14.55
3,254
185,666
14.00
3,191
124,703
16.12
2,014
98,739
16.31
2,675
24.65
—
—
—
100.00 % $ 12,349 $ 773,445
—
46
—
—
—
—
—
1,158
100.00 % $ 10,756 $ 605,415
—
—
—
1,907
100.00 % $ 10,211
132,365
—
$ 1,574,227
8.40
—
195,253
1,623
—
691
100.00 % $ 26,172 $ 1,351,893
14.44
—
326,895
—
100.00 % $ 13,229 $ 1,326,238
15
3
26
The following table sets forth an analysis of the allowance for loan losses at the dates and or the years indicated.
(Dollars in thousands)
Balance at beginning of year
Charge-offs:
Real estate loans
Commercial
One-to-four-family
Home equity
Total real estate loans
Consumer loans
Indirect home improvement
Marine
Other consumer
Total consumer loans
Commercial business loans
Commercial and industrial
Total commercial business loans
Total charge-offs
Recoveries:
Real estate loans
Commercial
Home equity
One-to-four-family
Total real estate loans
Consumer loans
Indirect home improvement
Marine
Other consumer
Total consumer loans
Commercial business loans
Commercial and industrial
Total commercial business loans
Total recoveries
2020
$ 13,229 $ 12,349 $ 10,756 $
Year Ended December 31,
2017
10,211 $
2019
2018
—
—
—
—
875
161
65
1,101
22
22
1,123
—
—
18
18
616
25
18
659
353
353
1,030
—
2
3
5
850
122
68
1,040
1,583
1,583
2,628
—
10
1
11
523
56
38
617
—
—
628
—
—
4
4
899
35
2
936
—
—
940
—
20
22
42
908
17
22
947
4
4
993
—
—
65
65
781
23
28
832
33
33
930
—
35
—
35
611
27
42
680
10
10
725
2016
7,785
—
—
65
65
872
81
49
1,002
—
—
1,067
—
68
48
116
780
29
81
890
87
87
1,093
Net charge-offs (recoveries)
Additions charged to operations
Balance at end of year
Net charge-offs to average loans outstanding
Net charge-offs (recoveries) to average
(3.00) %
nonperforming assets
Allowance as a percentage of nonperforming loans 337.22 % 436.17 % 317.13 % 1,035.23 % 1,416.23 %
Allowance as a percentage of gross loans receivable
(end of year)
2,000
93
2,880
13,036
$ 26,172 $ 13,229 $ 12,349 $
— %
205
750
10,756 $
0.03 %
(26)
2,400
10,211
(53)
1,540
51.24 %
23.10 %
(1.90) %
0.93 %
1.39 %
0.98 %
1.66 %
1.68 %
0.15 %
0.01 %
1.69 %
— %
While management believes that the estimates and assumptions used in its determination of the adequacy of the
allowance for loan losses are reasonable, there can be no assurance that such estimates and assumptions will not be proven
incorrect in the future, or that the actual amount of future provisions will not exceed the amount of past provisions or that
any increased provisions that may be required will not adversely impact the Company’s financial condition and results of
operations. In addition, the determination of the amount of the Bank’s allowance for loan losses is subject to review by
27
bank regulators as part of the routine examination process, which may result in the adjustment of reserves based upon their
judgment of information available to them at the time of their examination.
Investment Activities
General. Under Washington law, savings banks are permitted to invest in various types of liquid assets, including
U.S. Treasury obligations, securities of various federal agencies, certain certificates of deposit of insured banks and savings
institutions, banker’s acceptances, repurchase agreements, federal funds (“Fed Funds”), commercial paper, investment
grade corporate debt securities, and obligations of states and their political subdivisions.
The Chief Financial Officer has the responsibility for the management of the Company’s investment portfolio,
subject to consultation with the Chief Executive Officer, and the direction and guidance of the Board of Directors. Various
factors are considered when making investment decisions, including the marketability, maturity and tax consequences of
the proposed investment. The maturity structure of investments will be affected by various market conditions, including
the current and anticipated slope of the yield curve, the level of interest rates, the trend of new deposit inflows, and the
anticipated demand for funds via deposit withdrawals and loan originations and purchases.
The general objectives of the Company’s investment portfolio will be to provide liquidity when loan demand is
high, to assist in maintaining earnings when loan demand is low and to maximize earnings while satisfactorily managing
risk, including credit risk, reinvestment risk, liquidity risk, and interest rate risk. See “Item 7. Management’s Discussion
and Analysis of Financial Condition and Results of Operations - Asset and Liability Management and Market Risk” of
this Form 10-K.
As a member of the FHLB of Des Moines, the Bank had $7.4 million in stock at December 31, 2020. For the year
ended December 31, 2020, the Bank received $394,000 in dividends.
The table below sets forth information regarding the composition of the securities portfolio and other investments
at the dates indicated. At December 31, 2020, the securities portfolio did not contain securities of any issuer with an
aggregate book value in excess of 10% of equity capital, excluding those issued by the United States Government or its
agencies.
(In thousands)
Securities available-for-sale
U.S. agency securities
Corporate securities
Municipal bonds
Mortgage-backed securities
U.S. Small Business Administration
securities
Total securities available-for-sale
Securities held-to-maturity
Corporate securities
Total securities
2020
December 31,
2019
2018
Amortized
Cost
Fair
Value
Amortized
Cost
Fair
Value
Amortized
Cost
Fair
Value
$
7,940 $
8,105 $
8,986 $
11,885
69,572
65,722
11,000
71,857
68,187
10,525
20,516
62,745
9,066 $ 16,052 $ 15,887
6,865
7,074
14,194
14,446
44,836
45,827
10,570
21,120
62,850
18,441
173,560
18,869
178,018
22,281
125,053
22,451
126,057
15,690
99,089
15,423
97,205
7,500
—
—
$ 181,060 $ 185,574 $ 125,053 $ 126,057 $ 99,089 $ 97,205
7,556
—
—
28
The composition and contractual maturities of the investment portfolio at December 31, 2020, excluding FHLB stock, are indicated in the following table. The
yields on municipal bonds have not been computed on a tax equivalent basis.
(Dollars in thousands)
Securities available-for-sale
U.S. agency securities
Corporate securities
Municipal bonds
Mortgage-backed securities:
Federal National Mortgage Association
Federal Home Loan Mortgage Corporation
Government National Mortgage Association
U.S. Small Business Administration securities
Total securities available-for-sale
Securities held-to-maturity
Corporate securities
Total securities
1 year or less
Over 1 year to 5 years
Over 5 to 10 years
Over 10 years
Weighted
Weighted
Weighted
Weighted
Total Securities
Weighted
Amortized Average Amortized Average Amortized Average
Amortized Average Amortized Average
Cost
Yield
Cost
Yield
Cost
Yield
Cost
Yield
Cost
Yield
Fair
Value
December 31, 2020
$
—
2,392
101
—
—
—
—
2,493
— % $
2.39
2.24
—
—
—
—
2.38
978
3,493
3,749
3,903
—
—
2,266
14,389
2.75 % $
1.44
2.71
1,000
4,000
7,994
3.15 % $
3.25
2.22
5,962
2,000
57,728
1.19 % $
2.05
2.04
7,940
11,885
69,572
1.63 % $
2.34
2.10
8,105
11,000
71,857
3.11
—
—
2.76
2.52
19,944
602
1,176
8,097
42,813
2.53
2.09
2.86
2.20
2.12
23,828
11,223
5,046
8,078
113,865
2.45
1.95
1.83
1.50
2.02
47,675
11,825
6,222
18,441
173,560
2.54
1.95
2.03
1.96
2.09
50,005
11,913
6,269
18,869
178,018
—
2,493
$
—
—
2.38 % $ 14,389
—
7,500
2.52 % $ 50,313
5.06
—
2.56 % $ 113,865
—
7,500
2.02 % $ 181,060
5.06
7,556
2.24 % $ 185,574
29
Deposit Activities and Other Sources of Funds
General. Deposits, borrowings, and loan repayments are the major sources of funds for lending and other
investment purposes. Scheduled loan repayments are a relatively stable source of funds, while deposit inflows and outflows
and loan prepayments are influenced significantly by general interest rates and market conditions. Borrowings from the
FHLB of Des Moines are used to supplement the availability of funds from other sources and also as a source of term
funds to assist in the management of interest rate risk.
The Company’s deposit composition reflects a mixture with certificates of deposit (including brokered)
accounting for 30.02% of the total deposits at December 31, 2020, and interest and noninterest-bearing checking, savings
and money market accounts comprising the balance of total deposits. The Company relies on marketing activities,
convenience, customer service and the availability of a broad range of deposit products and services to attract and retain
customer deposits. The Company had $201.4 million of brokered deposits, or 12.03% of total deposits at December 31,
2020. As a wholesale funding alternative, brokered deposits have competitive rates that are comparable to FHLB
borrowings and local certificates of deposit.
Deposits. Deposits are attracted from within the market area through the offering of a broad selection of deposit
instruments, including checking accounts, money market deposit accounts, savings accounts, and certificates of deposit
with a variety of rates. Deposit account terms vary according to the minimum balance required, the time periods the funds
must remain on deposit, and the interest rate, among other factors. In determining the terms of the Company’s deposit
accounts, the Company considers the development of long-term profitable customer relationships, current market interest
rates, current maturity structure and deposit mix, customer preferences, and the profitability of acquiring customer deposits
compared to alternative sources.
The following table sets forth total deposit activities for the years indicated.
(Dollars in thousands)
Beginning balance
Net deposits before interest credited
Interest credited
Ending balance
2020
$ 1,392,408
Year Ended December 31,
2019
$ 1,274,219
2018
$ 829,842
269,683 (1)(2)
102,027 (1)(2)
11,980
$ 1,674,071
16,162
$ 1,392,408
437,056 (1)(2)
7,321
$ 1,274,219
Net increase in deposits
Percent increase
_______________________
(1) On January 22, 2016, the Company purchased four retail bank branches from Bank of America, N.A (the “Branch
Purchase”) and acquired approximately $186.4 million in deposits. At December 31, 2020, 2019, and 2018,
approximately $129.5 million, $117.1 million, and $120.0 million of the acquired deposits, respectively, remained
with the Bank. These branches also attracted new deposits. At December 31, 2020, they had an aggregated total of
$343.2 million in deposits, including public funds.
$ 281,663
$ 118,189
20.23 %
9.28 %
53.55 %
$ 444,377
(2) On November 15, 2018, the Company completed the Anchor Acquisition and acquired approximately $357.9 million
in deposits. At December 31, 2020 and 2019, approximately $286.5 million and approximately $299.0 million of the
acquired deposits remained with the Bank, respectively.
30
The following table sets forth the dollar amount of savings deposits in the various types of deposit programs the
Company offered at the dates indicated.
(Dollars in thousands)
Transactions and Savings Deposits
Noninterest-bearing checking
Interest-bearing checking
Savings
Money market
Escrow accounts related to mortgages serviced
Total transaction and savings deposits
Certificates
0.00 - 1.99%
2.00 - 3.99%
Total certificates
Total deposits
Amount
2020
Percent of Total
Amount
2019
Percent of Total
December 31,
$ 348,421
226,282
152,842
429,548
14,432
1,171,525
406,551
95,995
502,546
$ 1,674,071
20.81 % $ 260,131
177,972
13.52
118,845
9.13
270,489
25.66
13,471
0.86
840,908
69.98
24.29
5.73
30.02
297,118
254,382
551,500
100.00 % $ 1,392,408
18.68 %
12.78
8.53
19.43
0.97
60.39
21.34
18.27
39.61
100.00 %
The following table sets forth the rate and maturity information of time deposit certificates at December 31, 2020.
(Dollars in thousands)
Certificate accounts maturing in quarter ending:
March 31, 2021
June 30, 2021
September 30, 2021
December 31, 2021
March 31, 2022
June 30, 2022
September 30, 2022
December 31, 2022
March 31, 2023
June 30, 2023
September 30, 2023
December 31, 2023
Thereafter
Total
Percent of total
Rate
0.00 -
1.99%
2.00 -
3.99%
Total
Percent
of Total
$ 153,501
40,144
60,645
43,221
8,261
13,540
17,401
15,192
5,905
4,493
339
403
43,506
$ 406,551
$
184
13,545
15,840
13,787
8,483
16,242
4,453
4,957
3,005
1,142
1,917
2,787
9,653
$ 95,995
$ 153,685
53,689
76,485
57,008
16,744
29,782
21,854
20,149
8,910
5,635
2,256
3,190
53,159
$ 502,546
30.58 %
10.68
15.22
11.34
3.33
5.93
4.35
4.01
1.77
1.12
0.45
0.64
10.58
100.00 %
80.90 %
19.10 %
100.00 %
The following table indicates the amount of jumbo certificates of deposit by time remaining until maturity at
December 31, 2020. Jumbo certificates of deposit are certificates in amounts of $100,000 or more.
Maturity
(In thousands)
Certificates of deposit of less than $100,000(1)
Certificates of deposit of $100,000 to less than $250,000
Certificates of deposit of $250,000 and over
Total certificates of deposit
__________________________
(1) Includes $186.4 million of brokered certificates of deposit at December 31, 2020.
20,615
13,837
22,246
7,819
3 Months
or Less
Over
3 to 6
Months
Over
6 to 12
Months
$ 123,620 $ 19,237 $ 58,230 $ 98,070 $ 299,157
135,901
55,318
67,488
19,945
$ 153,685 $ 53,689 $ 133,493 $ 161,679 $ 502,546
37,722
25,887
Over
12 Months
Total
31
The Federal Reserve requires the Bank to maintain reserves on transaction accounts or non-personal time
deposits. These reserves may be in the form of cash or noninterest-bearing deposits with the Federal Reserve Bank of San
Francisco (“Federal Reserve Bank”). Negotiable order of withdrawal (“NOW”) accounts and other types of accounts that
permit payments or transfers to third parties fall within the definition of transaction accounts and are subject to the reserve
requirements, as are any non-personal time deposits at a savings bank. Effective March 26, 2020, the Federal Reserve
lowered the reserve requirement to zero percent. There was no required reserve balance at December 31, 2020.
Debt. Although customer deposits are the primary source of funds for lending and investment activities, the
Company uses various borrowings such as advances and warehouse lines of credit from the FHLB of Des Moines, and to
a lesser extent Fed Funds purchased to supplement the supply of lendable funds, to meet short-term deposit withdrawal
requirements and also to provide longer term funding to better match the duration of selected loan and investment
maturities.
As one of the Company’s capital management strategies, the Company has used advances from the FHLB of Des
Moines to fund loan originations in order to increase net interest income. Depending upon the retail banking activity, the
Company will consider and may undertake additional leverage strategies within applicable regulatory requirements or
restrictions. These borrowings would be expected to primarily consist of FHLB of Des Moines advances.
As a member of the FHLB of Des Moines, the Bank is required to own capital stock in the FHLB of Des Moines
and authorized to apply for advances on the security of that stock and certain mortgage loans and other assets (principally
securities which are obligations of, or guaranteed by, the U.S. Government) provided certain creditworthiness standards
have been met. Advances are individually made under various terms pursuant to several different credit programs, each
with its own interest rate and range of maturities. Depending on the program, limitations on the amount of advances are
based on the financial condition of the member institution and the adequacy of collateral pledged to secure the credit. The
Bank maintains a committed credit facility with the FHLB of Des Moines that provides for immediately available advances
up to an aggregate of $568.2 million at December 31, 2020. Outstanding advances from the FHLB of Des Moines totaled
$102.5 million at December 31, 2020.
During the year ended December 31, 2020, the Company utilized the Federal Reserve's Paycheck Protection
Program Liquidity Facility (“PPPLF”), established to bolster the effectiveness of the SBA’s PPP. Under the PPPLF, the
Bank may pledge its PPP loans as collateral at face value to obtain Federal Reserve Bank non-recourse loans. As of
December 31, 2020, the Company had borrowed $63.3 million under the PPPLF, with no additional borrowing capacity.
Advances under the PPPLF incur interest at a per annum rate of 0.35%. The maturity date of any PPPLF advance (the
“Maturity Date”) will be the maturity date of the PPP loan pledged to secure the PPPLF advance. The Maturity Date of
any PPPLF advance will be accelerated on and to the extent of (i) the date of any loan forgiveness reimbursement by the
SBA for any PPP loan securing the PPPLF advance; or (ii) the date of purchase by the SBA from the Bank of any PPP
loan securing the PPPLF loan advance to realize on the SBA’s guarantee of the PPP loan.
PPPLF loans may be prepaid in full or in part, without penalty. The Bank shall prepay PPPLF advances (i) on
the date and to the extent of the payment by the SBA for the amount of covered loan forgiveness for any PPP loan securing
the PPPLF advance; (ii) on the date of purchase by the SBA from the Bank of a PPP loan securing the PPPLF advances to
realize on the SBA’s guarantee of such PPP loans; or (iii) on the date and to the extent a borrower under a PPP loan repays
or prepays such PPP loans, in each case, so that the amount of any PPPLF advances outstanding does not exceed the
outstanding amount of PPP loans pledged to secure such PPPLF advances. No new borrowings will be made under the
PPPLF after March 31, 2021 unless the Federal Reserve Board and the U.S. Department of the Treasury determine to
extend the PPPLF.
As of December 31, 2020, the Company also had $179.6 million of additional short-term borrowing capacity with
the Federal Reserve Bank. The Bank also had an aggregate of $101.0 million in unsecured Fed Funds lines of credit with
other financial institutions of which none was outstanding at December 31, 2020.
On October 15, 2015, FS Bancorp, Inc. closed on a third-party loan commitment by the issuance of an unsecured
subordinated term note in the aggregate principal amount of $10.0 million due October 1, 2025 (the “Subordinated Note”).
The Subordinated Note’s maturity date was October 1, 2025, but the Company redeemed the Subordinated Note with prior
regulatory approval on January 4, 2021.
32
On February 10, 2021, FS Bancorp, Inc. completed the private placement of $50.0 million of its 3.75% fixed-to-
floating rate subordinated notes due 2031 (the “Notes”) at an offering price equal to 100% of the aggregate principal
amount of the Notes, resulting in net proceeds, after placement agent fees and offering expenses, of approximately $49.3
million. FS Bancorp intends to use the net proceeds it received from the sale of the Notes for general corporate purposes,
including providing capital to support the organic growth of the Bank and for potential share repurchase activities and
acquisition opportunities. The Notes were issued under an Indenture, dated February 10, 2021(the “Indenture”), by and
between the Company and U.S. Bank National Association, as trustee. From and including the original issue date to, but
excluding, February 15, 2026 or the date of earlier redemption, FS Bancorp will pay interest on the Notes semi-annually
in arrears on February 15 and August 15 of each year, commencing on August 15, 2021, at a fixed annual interest rate
equal to 3.75%. From and including February 15, 2026 to but excluding the maturity date or the date of earlier redemption,
the floating interest rate per annum will be equal to a benchmark rate, which is expected to be Three-Month Term SOFR
(as defined in the Indenture) plus a spread of 337 basis points, payable quarterly in arrears on February 15, May 15, August
15 and November 15 of each year, commencing on May 15, 2026. Notwithstanding the foregoing, in the event that the
benchmark rate is less than zero, the benchmark rate shall be deemed to be zero. The Notes will mature on February 15,
2031.
On or after February 15, 2026, FS Bancorp may redeem the Notes, in whole or in part, at an amount equal to
100% of the outstanding principal amount being redeemed plus accrued interest. The Notes are not redeemable by FS
Bancorp prior to February 15, 2026 except in the event that (i) the Notes no longer qualify as Tier 2 capital, (ii) the interest
on the Notes is determined by law to be not deductible for Federal Income Tax reporting or (iii) FS Bancorp is considered
an investment company pursuant to the Investment Company Act of 1940. The Notes are not subject to redemption by the
noteholder.
The Notes are unsecured obligations and are subordinated in right of payment to all existing and future
indebtedness, deposits and other liabilities of the Company's current and future subsidiaries, including the Banks’ deposits
as well as the Company's subsidiaries' liabilities to general creditors and liabilities arising during the ordinary course of
business. The Notes may be included in Tier 2 capital for the Company under current regulatory guidelines and
interpretations.
In connection with the sale and issuance of the Notes, FS Bancorp also entered into a Registration Rights
Agreement (the “Registration Rights Agreement”) with the purchasers of the Notes. Under the terms of the Registration
Rights Agreement, FS Bancorp has agreed to take certain actions to provide for the exchange of the Notes for subordinated
notes that are registered with SEC under the Securities Act of 1933, as amended and that have substantially the same terms
as the Notes. Under certain circumstances, if FS Bancorp fails to meet its obligations under the Registration Rights
Agreement, it would be required to pay additional interest to the holders of the Notes. For additional information related
to borrowings, see “Note 9 - Debt” of the Notes to Consolidated Financial Statements included in “Item 8. Financial
Statements and Supplementary Data” of this Form 10 K.
33
The following tables set forth information regarding both long- and short-term borrowings at the years indicated.
(Dollars in thousands)
Maximum balance:
Federal Home Loan Bank advances and Fed Funds
Federal Reserve Bank
Fed Funds lines of credit
Subordinated note (excluding unamortized debt issuance cost)
Paycheck Protection Program Liquidity Facility
Average balances:
Federal Home Loan Bank advances and Fed Funds
Federal Reserve Bank
Fed Funds lines of credit
Subordinated note (excluding unamortized debt issuance cost)
Paycheck Protection Program Liquidity Facility
Cost of borrowing:
Federal Home Loan Bank advances and Fed Funds
Fed Funds
Fed Funds lines of credit
Subordinated note (excluding unamortized debt issuance cost)
Paycheck Protection Program Liquidity Facility
(Dollars in thousands)
Balance outstanding at end of year:
Federal Home Loan Bank advances
Paycheck Protection Program Liquidity Facility
Subordinated note
Weighted average interest rate of:
Federal Home Loan Bank advances, at end of year
Paycheck Protection Program Liquidity Facility
Subordinated note
Subsidiary and Other Activities
Year Ended December 31,
2019
2018
2020
$ 159,114 $ 186,401 $ 180,025
—
21,016
10,000
—
5,000
5,000
10,000
—
40,000
865
10,000
74,112
$ 99,773
1,096
3
10,000
46,965
$ 93,653
167
318
10,000
—
$ 96,044
—
5,286
10,000
—
1.80 %
0.25
0.36
7.76
0.35
2.61 %
2.96
2.09
6.88
—
2.02 %
—
1.93
6.89
—
2020
At December 31,
2019
2018
$ 102,528
63,281
10,000
$ 84,864
—
10,000
$ 137,149
—
10,000
1.68 %
0.35
6.50
2.29 %
—
6.50
2.38 %
—
6.50
The Company has one active subsidiary, which is the Bank, and the Bank has one inactive subsidiary. The Bank
had no capital investment in its inactive subsidiary at December 31, 2020.
Competition
The Company faces strong competition in attracting deposits. Competition in originating real estate loans comes
primarily from other savings institutions, commercial banks, credit unions, life insurance companies, mortgage bankers,
and more recently, financial technology (or “FinTech”) companies. Other savings institutions, commercial banks, credit
unions, finance, and FinTech companies provide vigorous competition in consumer lending, including indirect lending.
Commercial business competition is primarily from local commercial banks. The Company competes by delivering high-
quality, personal service to customers that result in a high level of customer satisfaction.
The Company’s market areas have a high concentration of financial institutions, many of which are branches of
large money centers and regional banks that have resulted from the consolidation of the banking industry in Washington
and other western states. These include such large national lenders as Wells Fargo, Bank of America, Chase, and others in
the Company’s market area that have greater resources and offer services that the Bank does not provide. For example,
the Bank does not offer trust services. Customers who seek “one-stop shopping” may be drawn to institutions that offer
services that the Bank does not.
34
The Company attracts deposits through the branch office system. Competition for those deposits is principally
from other savings institutions, commercial banks and credit unions located in the same community, as well as mutual
funds, FinTech companies, and other alternative investments. The Bank competes for these deposits by offering superior
service and a variety of deposit accounts at competitive rates. Based on the most recent branch deposit data provided by
the FDIC, at June 30, 2020, 1st Security Bank of Washington’s share of aggregate deposits in the market area consisting
of the eleven counties where the Company has branches was less than one percent.
Employees
At December 31, 2020, the Company had 506 full-time equivalent employees. Company employees are not
represented by any collective bargaining group. The Company considers employee relations to be good.
Set forth below is certain information regarding the executive officers of the Company and the Bank. There are
no family relationships among or between the executive officers.
Executive Officers. The following table sets forth information with respect to the executive officers of the
Company and the Bank.
Name
Age (1) Position with FS Bancorp, Inc.
Position with 1st Security Bank of Washington
Joseph C. Adams
Matthew D. Mullet
61
42
Director and
Chief Executive Officer
Director and
Chief Executive Officer
Chief Financial Officer,
Treasurer and Secretary
Executive Vice President, Chief Financial Officer
Robert B. Fuller
61
Chief Credit Officer
Executive Vice President, Chief Credit Officer
Dennis V. O’Leary
Lisa A. Cleary
Erin M. Burr
Vickie A. Jarman
Donn C. Costa
53
39
43
43
59
Kelli B. Nielsen
___________________________
(1) At December 31, 2020.
49
Executive Vice President, Chief Lending Officer
Executive Vice President, Chief Operating Officer
Executive Vice President, Chief Risk Officer and CRA
Officer
Executive Vice President, Chief Human Resources
Officer/WOW! Officer
Executive Vice President, Home Lending Production
Executive Vice President, Retail Banking and Marketing
Joseph C. Adams, age 61, is a director and has been the Chief Executive Officer of 1st Security Bank of
Washington since July 2004. He has also served in those capacities for FS Bancorp since its formation in September
2011. He joined 1st Security Bank of Washington in April 2003 as its Chief Financial Officer. Mr. Adams served as
Supervisory Committee Chairperson from 1993 to 1999 when the bank was Washington's Credit Union. Mr. Adams is a
lawyer, having worked for Deloitte as a tax consultant, K&L Gates as a lawyer and then at Univar USA as a lawyer and
Director of Regulatory Affairs. As the Director of Regulatory Affairs for Univar USA, the largest chemical distribution
company in the United States, Mr. Adams used his environmental law expertise to ensure Univar stayed in compliance
with all relevant local, state and federal environmental laws, rules and regulations. He is a member of the Board of
Directors of the Central Washington University Foundation and the Community Bankers of Washington. Mr. Adams
received a master’s degree equivalent from the Pacific Coast Banking School in 2007. Mr. Adams' legal and accounting
backgrounds, as well as his duties as Chief Executive Officer of 1st Security Bank of Washington, bring a special
35
knowledge of the financial, economic and regulatory challenges faced by the Bank, which makes him well-suited to
educating the Board on these matters.
Matthew D. Mullet, age 42, joined 1st Security Bank of Washington in July 2011 and was appointed Chief
Financial Officer in September 2011. Mr. Mullet started his banking career in June 2000 as a financial examiner with the
Washington State Department of Financial Institutions, Division of Banks, where he worked until October 2004. From
October 2004 until August 2010, Mr. Mullet was employed at Golf Savings Bank, Mountlake Terrace, WA, where he
served in several financial capacities, including as Chief Financial Officer from May 2007 until August 2010. In
August 2010, Golf Savings Bank was merged with Sterling Savings Bank, where Mr. Mullet held the position as Senior
Vice President of the Home Loan Division until resigning and commencing work at 1st Security Bank of Washington.
Robert B. Fuller, age 61, joined 1st Security Bank of Washington as Chief Credit Officer in September of 2013.
Prior to his employment with the Bank, Mr. Fuller served as Chief Financial Officer/Chief Credit Officer for Blueprint
Capital, REIT in 2013, Chief Credit Officer for Core Business Bank during 2012, and Plaza Bank during 2011, and in
credit administration at Golf Savings Bank/Sterling Bank during 2009 and 2010. Mr. Fuller also served as Executive Vice
President, Chief Operating Officer, and Chief Financial Officer for Golf Savings Bank from March 2001 to
September 2006 and was a member of the integration team for the Golf sale to Sterling Savings Bank. Mr. Fuller started
his banking career at US Bank of Washington’s mid-market production team and has over 30 years of banking experience.
Dennis V. O’Leary, age 53, joined 1st Security Bank of Washington as Senior Vice President - Consumer, Small
Business and Construction Lending in August 2011 and currently holds the position of Chief Lending Officer. Prior to his
employment with the Bank, Mr. O’Leary previously was employed by Sterling Savings Bank from July 2006 until
August 2011 as Senior Vice President and Puget Sound Regional Director of the residential construction lending division.
Sterling Savings Bank acquired Golf Savings Bank in 2006 where Mr. O’Leary had served as Executive Vice President,
Commercial Real Estate Lending, having previously served in various senior lending positions at Golf Savings Bank since
June 1985.
Lisa A. Cleary, age 39, joined 1st Security Bank of Washington in October 2020 as Chief Operating Officer.
Prior to her employment at the Bank, she served as Chief Credit Officer at First Sound Bank, Vice President and SBA
Assistant Manager at Home Street Bank, Seattle, Washington after the merger with Fortune Bank in 2013. Ms. Cleary has
20 years of experience in the banking industry, including operations, sales, and credit.
Erin M. Burr, age 43, joined 1st Security Bank of Washington in January 2009 and became the Enterprise Risk
Manager in 2012. She was appointed Chief Risk Officer in April 2018. Ms. Burr started her banking career in July 1999
as a financial examiner with the Washington State Department of Financial Institutions, Division of Banks where she
worked until May 2006. From May 2006 until December 2008, Ms. Burr served as senior underwriter for Builders Capital
Mortgage. Ms. Burr became the CRA Officer in January 2010. As the Bank’s CRA Officer, she enjoys building
relationships with non-profit groups that benefit the communities in which we serve. As the Chief Risk Officer, she uses
her regulatory background to help promote and build risk awareness culture throughout the Bank.
Vickie A. Jarman, age 43, has been a 1st Security Bank of Washington teammate since 2002. Prior to becoming
the Chief Human Resources Officer/WOW! Officer in April 2018, she worked in our indirect lending department. In
2011, Ms. Jarman became the Director of WOW! and focused on corporate culture. Since 2012, she has overseen Human
Resources, Payroll, Benefits, and Recruiting, as well as continuing her work on corporate culture and core values. Ms.
Jarman ensures that as the organization evolves, core values continue to reflect the personal principles that all employees
stand behind and are held accountable.
Donn C. Costa, age 59, Executive Vice President, Home Lending, joined 1st Security Bank of Washington in
October 2011 as Senior Vice President, Home Lending. He previously held the position of Executive Vice President at
Sterling Savings Bank, Mountlake Terrace, Washington after the merger with Golf Savings Bank in August 2009, and
held the position of Executive Vice President at Golf Savings Bank, Mountlake Terrace, Washington since 2006. With
more than 30 years of home lending experience, Mr. Costa began as a loan officer at Lomas and Nettleton Mortgage
Company in Mountlake Terrace in 1986.
36
Kelli B. Nielsen, age 49, Executive Vice President, Retail Banking and Marketing, joined 1st Security Bank of
Washington in June 2016. Prior to her employment at the Bank, she served as Senior Vice President of Retail Banking and
Marketing at Sound Community Bank and prior to that, she was Vice President, Sales and Service Manager of Retail
Banking at Cascade Bank and its acquirer Opus Bank. Ms. Nielsen has 29 years of experience in the banking industry and
started her banking career at Seafirst Bank and Bank of America. She is a 2016 graduate of the American Bankers
Association (“ABA”) Stonier Graduate School of Banking, a master’s equivalent program where she also received a
leadership certificate from the Wharton Business School. Additionally, Ms. Nielsen is a 2016-2020 Capstone Advisor to
other third year students at Stonier. She was named to the Advisory Board of the ABA Stonier Graduate School of Banking
for the 2018-2020 term.
Human Capital
FS Bancorp, Inc, and its primary subsidiary 1st Security Bank of Washington, have developed a Vision Statement
that guides our ongoing and future strategies. Our Vision Statement is: To build a truly great place to work and bank. The
Vision Statement is aspirational and dynamic meaning we are aware of our responsibilities to our employees to continue
to evolve in order to achieve these values. The order is purposeful in that we believe building a great place to work will
naturally develop a great place to bank.
Employee Compensation and Benefits
Management remains focused on ensuring employees are provided a livable wage in addition to a commitment
to a balanced work/life schedule. Besides a competitive salary, the following benefits are available to all full-time
employees:
• Employee health benefits that have not increased in employee contribution cost since 2014;
•
• An Employee Stock Ownership Plan (“ESOP”) that contributed 25,921 shares in 2020 to employees that have
401k match of up to the first 5% of contribution for up to 4% of total salary;
met a minimum threshold of hours worked;
• Vacation and sick leave benefits;
• Family leave benefits including paid time off for a new child/adopted child;
• Education reimbursement of up to $5,000 per year for any accredited program;
• Student loan reimbursement of up to $5,000 per year (Provided in 2020 as part of the CARES Act);
• Paid volunteer hours (16 hours each year);
• Opportunities to participate in development programs through the Washington Bankers Association;
• Regular Company provided lunches and treats; and
• A pet friendly workplace at the administrative offices.
Management works with employees to provide these benefits whenever possible including a flexible schedule for
employees to be able to enjoy full time benefits with a reduced hour schedule when appropriate.
Diversity and Inclusion
One of our core values is diversity. We celebrate diversity and support equality for all. The Board and
management consider diverse viewpoints, backgrounds, and experiences, as well as gender, age, race, and ethnicity. We
are an inclusive community; all are welcome. Of the independent directors, 43% are women (three of seven) and then
56% of the executives that report to our CEO are women (five of nine). Note the CEO is male and part of both the
executive team and Board of Directors.
37
The following table outlines gender diversity:
Level
Individual Contributor
Manager
Independent Director*
Executive
*Director Pamela Andrews, who joined the Board in January 2021, is included in the above table.
74%
62%
43%
56%
Female %
Male %
26%
38%
57%
44%
Talent Acquisition
FS Bancorp, Inc. and 1st Security Bank have been a growing organization since 2011 and are regularly looking
to fill positions in the markets we serve. We have an interview process that includes both the manager and teammates
when interviewing potential candidates. The Human Resource team is an advocate for the employee and remains focused
on providing a culture of “Wow”. The head of our human resources team is the EVP of WOW and is focused on hiring
employees to build careers that will thrive in our culture. In 2020, we hired 141 new employees bringing our total
employee count to 506 employees as of December 31, 2020.
Operation Safe and Secure 2020
Starting with the pandemic in March 2020, management implemented “Operation Safe and Secure 2020” to
provide regular, ongoing updates to employees about how the organization is functioning during the pandemic. One of
the first items to be implemented from our Pandemic Plan was the adjustment to a remote work force. Based on our plan,
80% of our employees are capable of working remotely. For those essential employees that were required to be in the
retail locations or admin office, we provided safety measures including enhanced cleaning, required mask wearing in open
areas, plexiglass screens between cubicles and flexible hours where appropriate. In retail branch locations, we relied upon
the feedback from the community to determine the appropriate level of customer access and safety for employees.
Employee safety remains a top priority with mandatory quarantine requirements post vacation, a negative test required for
anyone that may have been exposed or had COVID-19, and paid sick leave for all employees that may have been impacted
by COVID-19.
Regarding job security, employees during the pandemic often expressed concern about whether their jobs were
secure. During the pandemic, 1st Security Bank continued to hire and build out our infrastructure. We are proud to report
there were no furloughs and that zero jobs were reduced or eliminated during the pandemic. As noted above, we added
141 new jobs in 2020 to the communities we serve.
The Board also continued our free flu shot program and, in 2020, provided an incentive of a free turkey ($25.00
gift card) for all employees that received the flu shot.
Volunteerism
Our organization has a long history of giving and volunteering in the communities we serve. During the
pandemic, social distancing greatly reduced our available volunteer hours in our communities from 7,140 hours in 2019
to 2,200 in 2020. To offset this reduction, the Board of Directors approved increased donations to food banks and shelters
in our communities for a total of $202,000 in 2020. Our organization looks forward to physically getting back into our
communities to volunteer once a vaccine has been distributed.
Human Capital Metrics
As of December 31, 2020, FS Bancorp, Inc., and its subsidiary bank employee 506 employees. Of those numbers,
98% are full time employees and 2% are part time including our college intern program. Our employees are not represented
by a collective bargaining agreement. As of December 31, 2020, 99% of our employees reside in Washington State, 0.34%
38
in Oregon, 0.33% in Texas, and 0.33% in Arizona. Turnover for employees as measured by terminated/replaced
employees was 14.99% in 2020, down from 15.32% in 2019.
HOW WE ARE REGULATED
The following is a brief description of certain laws and regulations applicable to FS Bancorp and 1st Security
Bank of Washington. Descriptions of laws and regulations here and elsewhere in this Form 10-K do not purport to be
complete and are qualified in their entirety by reference to the actual laws and regulations. Legislation is introduced from
time to time in the United States Congress or in the Washington State Legislature that may affect the operations of FS
Bancorp and 1st Security Bank of Washington. In addition, the regulations governing the Company and the Bank may be
amended from time to time by the FDIC, DFI, Federal Reserve and the Consumer Financial Protection Bureau (“CFPB”).
Any such legislation or regulatory changes in the future could adversely affect our operations and financial condition. We
cannot predict whether any such changes may occur.
Regulation of 1st Security Bank of Washington
General. 1st Security Bank of Washington, as a state-chartered savings bank, is subject to applicable provisions
of Washington law and to regulations and examinations of the DFI. As an insured institution, it also is subject to
examination and regulation by the FDIC, which insures the deposits of 1st Security Bank of Washington to the maximum
permitted by law. During these state or federal regulatory examinations, the examiners may require 1st Security Bank of
Washington to provide for higher general or specific loan loss reserves, which can impact capital and earnings. This
regulation of 1st Security Bank of Washington is intended for the protection of depositors and the Deposit Insurance Fund
(“DIF”) of the FDIC and not for the purpose of protecting shareholders of 1st Security Bank of Washington or FS Bancorp.
1st Security Bank of Washington is required to maintain minimum levels of regulatory capital and is subject to some
limitations on the payment of dividends to FS Bancorp. See below “Regulatory Capital Requirements” and “Restrictions
on Dividends and Stock Repurchases.”
Federal and State Enforcement Authority and Actions. As part of its supervisory authority over Washington-
chartered savings banks, the DFI may initiate enforcement proceedings to obtain a consent order to cease-and-desist against
an institution believed to have engaged in unsafe and unsound practices or to have violated a law, regulation, or other
regulatory limit, including a written agreement. The FDIC also has the authority to initiate enforcement actions against
insured institutions under its jurisdiction for similar reasons and may terminate the deposit insurance if it determines that
an institution has engaged in unsafe or unsound practices or is in an unsafe or unsound condition. Both these agencies may
also utilize less formal supervisory tools to address their concerns about the condition, operations or compliance status of
a savings bank.
Regulation by the Washington State Department of Financial Institutions. State law and regulations govern 1st
Security Bank of Washington’s ability to take deposits and pay interest, to make loans on or invest in residential and other
real estate, to make consumer loans, to invest in securities, to offer various banking services to its customers, and to
establish branch offices. As a state savings bank, 1st Security Bank of Washington must pay semi-annual assessments,
examination costs and certain other charges to the DFI.
Washington law generally provides the same powers for Washington savings banks as federally and other-state
chartered savings institutions and banks with branches in Washington, subject to the approval of the DFI. Washington law
allows Washington savings banks to charge the maximum interest rates on loans and other extensions of credit to
Washington residents which are allowable for a national bank in another state if higher than Washington limits. In addition,
the DFI may approve applications by Washington savings banks to engage in an otherwise unauthorized activity, if the
DFI determines that the activity is closely related to banking, and 1st Security Bank of Washington is otherwise qualified
under the statute. This additional authority, however, is subject to review and approval by the FDIC if the activity is not
permissible for national banks.
Insurance of Accounts and Regulation by the FDIC. Through the DIF, the FDIC insures deposit accounts in 1st
Security Bank of Washington up to $250,000 per separately insured deposit ownership right or category. As insurer, the
39
FDIC imposes deposit insurance premiums and is authorized to conduct examinations of and to require reporting by FDIC-
insured institutions.
Under the FDIC’s rules, the assessment base for a bank is equal to its total average consolidated assets less
average tangible equity capital. Currently, the FDIC’s base assessment rates are 3 to 30 basis points and are subject to
certain adjustments. For institutions with less than $10 billion in assets, rates are determined based on supervisory ratings
and certain financial ratios. No institution may pay a dividend if it is in default on its federal deposit insurance assessment.
The FDIC has authority to increase insurance assessments, and any significant increases may have an adverse effect on
the operating expenses and results of operations of the Company. Management cannot predict what assessment rates will
be in the future. In a banking industry emergency, the FDIC may also impose a special assessment.
The FDIC announced that the DIF reserve ratio surpassed 1.35% as of September 30, 2018 which triggered two
changes under the regulations: surcharges on large banks (total consolidated assets of $10 billion or more) ended and small
banks (total consolidated assets of less than $10 billion, which includes the Bank) were awarded assessment credits for the
portion of their assessments that contributed to the growth in the reserve ratio from 1.15% to 1.35% to be applied when
the reserve ratio is at least 1.35%. The Bank applied $320,000 of small bank credits received to its quarterly deposit
insurance assessments paid during 2019, reducing the Bank’s FDIC expense for the year to $358,000. The Bank paid
$829,000 in FDIC assessments for the year ending December 31, 2020, after using the remaining $26,000 of such credits.
The FDIC conducts examinations of and requires reporting by state non-member banks, such as 1st Security Bank
of Washington. The FDIC also may prohibit any insured institution from engaging in any activity determined by regulation
or order to pose a serious risk to the DIF. No institution may pay a dividend if it is in default on its federal deposit insurance
assessment. Management is not aware of any existing circumstances which would result in termination of the Bank's
deposit insurance.
Capital Requirements. In September 2019, the regulatory agencies, including the FDIC and Federal Reserve
adopted a final rule, effective January 1, 2020, creating a community bank leverage ratio ("CBLR") for institutions with
total consolidated assets of less than $10 billion, and that meet other qualifying criteria related to off-balance sheet
exposures and trading assets and liabilities. The CBLR provides for a simple measure of capital adequacy for qualifying
institutions. Management has elected to use the CBLR framework for the Bank. Consolidated regulatory capital
requirements identical to those applicable to subsidiary banks generally apply to bank holding companies. However, the
Federal Reserve Board has provided a “Small Bank Holding Company” exception to its consolidated capital requirements,
and bank holding companies with less than $3.0 billion of consolidated assets are not subject to the consolidated holding
company capital requirements unless otherwise directed by the Federal Reserve Board.
The CBLR is calculated as Tier 1 Capital to average consolidated assets as reported on an institution's regulatory
reports. Tier 1 Capital, for the Company and the Bank, generally consists of common stock plus related surplus and retained
earnings, adjusted for goodwill and other intangible assets and accumulated and other comprehensive amounts (“AOCI”)
related amounts. Qualifying institutions that elect to use the CBLR framework and that maintain a leverage ratio of greater
than 9% will be considered to have satisfied the generally applicable risk-based and leverage capital requirements in the
regulatory agencies' capital rules, and to have met the well-capitalized ratio requirements. In April 2020, as directed by
Section 4012 of the CARES Act, the regulatory agencies introduced temporary changes to the CBLR. These changes,
which subsequently were adopted as a final rule, temporarily reduced the CBLR requirement to 8% through the end of
2020. Beginning in 2021, the CBLR requirement will increase to 8.5% for the calendar year before returning to 9% in
2022. A qualifying institution utilizing the CBLR framework whose leverage ratio does not fall more than one percent
below the required percentage is allowed a two-quarter grace period in which to increase its leverage ratio back above the
required percentage. During the grace period, a qualifying institution will still be considered well capitalized so long as its
leverage ratio does not fall more than one percent below the required percentage. If an institution either fails to meet all
the qualifying criteria within the grace period or has a leverage ratio that falls more than one percent below the required
percentage, it becomes ineligible to use the CBLR framework and must instead comply with generally applicable capital
rules, sometimes referred to as Basel III rules. A bank may also opt out of the framework at any time, without restriction,
by reverting to the generally applicable capital rules.
At December 31, 2020, 1st Security Bank of Washington was categorized as well capitalized under the prompt
corrective action regulations of the FDIC. For a complete description of the Bank’s required and actual capital levels on
40
December 31, 2020, see “Note 14 - Regulatory Capital” of the Notes to Consolidated Financial Statements included in
“Item 8. Financial Statements and Supplementary Data,” of this Form 10 K.
The FASB has adopted a new accounting standard for U.S. GAAP that will be effective for us for our first fiscal
year beginning after December 15, 2022. This standard, referred to as Current Expected Credit Loss, or CECL, requires a
company to recognize credit losses expected over the life of certain financial assets. Upon adoption of CECL, a banking
organization must record a one-time adjustment to its credit loss allowances as of the beginning of the fiscal year of
adoption equal to the difference, if any, between the amount of credit loss allowances under the current methodology and
the amount required under CECL. Implementation of CECL may reduce retained earnings and affect other items in a
manner that reduces its regulatory capital. The federal banking regulators (the Federal Reserve, the Office of the
Comptroller of the Currency and the FDIC) have adopted a rule that gives a banking organization the option to phase in
over a three-year period the day-one adverse effects of CECL on its regulatory capital.
The FDIC also has authority to establish individual minimum capital requirements in appropriate cases upon a
determination that an institution’s capital level is or may become inadequate in light of particular risks or circumstances.
Management of 1st Security Bank of Washington believes that, under the current regulations, 1st Security Bank of
Washington will continue to meet its minimum capital requirements in the foreseeable future.
FS Bancorp, Inc. is a bank holding company registered with the Federal Reserve. Bank holding companies are
subject to capital adequacy requirements of the Federal Reserve under the Bank Holding Company Act of 1956, as
amended, and the regulations of the Federal Reserve. Bank holding companies with less than $3.0 billion in assets are
generally not subject to compliance with the Federal Reserve’s capital regulations, which are generally the same as the
capital regulations applicable to the Bank. The Federal Reserve has a policy that a bank holding company is required to
serve as a source of financial and managerial strength to the holding company’s subsidiary bank and expects the holding
company’s subsidiary bank to be well capitalized under the prompt corrective action regulations. If FS Bancorp, Inc. was
subject to regulatory guidelines for bank holding companies with $3.0 billion or more in assets at December 31, 2020, FS
Bancorp, Inc. would have exceeded all regulatory capital requirements
Prompt Corrective Action. Federal statutes establish a supervisory framework for FDIC-insured institutions
based on five capital categories: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized
and critically undercapitalized. An institution’s category generally depends upon where its capital levels are in relation to
relevant capital measures, which include risk-based capital measures, a leverage ratio capital measure, and certain other
factors. An institution that is not well capitalized is subject to certain restrictions on brokered deposits, including
restrictions on the rates it can offer on its deposits generally. Any institution which is neither well capitalized nor
adequately capitalized is considered undercapitalized. The previously referenced final rule establishing an elective
“community bank leverage ratio” regulatory capital framework provides that a qualifying institution whose capital exceeds
the community bank leverage ratio and opts to use that framework will be considered “well capitalized” for purposes of
prompt corrective action.
Undercapitalized institutions are subject to certain prompt corrective action requirements, regulatory controls and
restrictions which become more extensive as an institution becomes more severely undercapitalized. Failure by 1st
Security Bank of Washington to comply with applicable capital requirements would, if unremedied, result in progressively
more severe restrictions on its activities and lead to enforcement actions, including, but not limited to, the issuance of a
capital directive to ensure the maintenance of required capital levels and, ultimately, the appointment of the FDIC as
receiver or conservator. Banking regulators will take prompt corrective action with respect to depository institutions that
do not meet minimum capital requirements. Additionally, approval of any regulatory application filed for their review may
be dependent on compliance with capital requirements.
At December 31, 2020, 1st Security Bank of Washington was categorized as well capitalized under the prompt
corrective action regulations of the FDIC. For additional information, see “Note 14 - Regulatory Capital” of the Notes to
Consolidated Financial Statements included in “Item 8. Financial Statements and Supplementary Data,” of this Form 10-K.
Standards for Safety and Soundness. Each federal banking agency, including the FDIC, has adopted guidelines
establishing general standards relating to internal controls, information and internal audit systems; loan documentation;
credit underwriting; interest rate risk exposure; asset growth; asset quality; earnings; and compensation, fees and benefits.
41
In general, the guidelines require, among other things, appropriate systems and practices to identify and manage the risks
and exposures specified in the guidelines. The guidelines prohibit excessive compensation as an unsafe and unsound
practice and describe compensation as excessive when the amounts paid are unreasonable or disproportionate to the
services performed by an executive officer, employee, director, or principal shareholder. If the FDIC determines that an
institution fails to meet any of these guidelines, it may require an institution to submit to the FDIC an acceptable plan to
achieve compliance.
Federal Home Loan Bank System. The FHLB of Des Moines is one of 11 regional Federal Home Loan Banks
that administer the home financing credit function of savings institutions. The Federal Home Loan Banks are subject to
the oversight of the Federal Housing Finance Agency and each Federal Home Loan Bank serves as a reserve or central
bank for its members within its assigned region. The Federal Home Loan Banks are funded primarily from proceeds
derived from the sale of consolidated obligations of the Federal Home Loan Bank System and make loans or advances to
members in accordance with policies and procedures established by the Board of Directors of the Federal Home Loan
Bank, which are subject to the oversight of the Federal Housing Finance Agency. All advances are required to be fully
secured by sufficient collateral as determined by the Federal Home Loan Bank. In addition, members are required to
purchase stock equal to 4.0% of advances. That stock may be redeemed if advances are paid down. See “Business -
Deposit Activities and Other Sources of Funds - Debt.” At December 31, 2020, 1st Security Bank of Washington had $7.4
million in FHLB of Des Moines stock, which was in compliance with this requirement.
The FHLB pays dividends quarterly, and 1st Security Bank of Washington received $394,000 in dividends during
the year ended December 31, 2020.
The Federal Home Loan Banks continue to contribute to low- and moderately-priced housing programs through
direct loans or interest subsidies on advances targeted for community investment and low- and moderate-income housing
projects. These contributions have adversely affected the level of Federal Home Loan Bank dividends paid and could
continue to do so in the future. These contributions could also have an adverse effect on the value of Federal Home Loan
Bank stock in the future. A reduction in value of 1st Security Bank of Washington’s FHLB stock may result in a decrease
in net income.
Commercial Real Estate Lending Concentrations. The federal banking agencies have issued guidance on sound
risk management practices for concentrations in commercial real estate lending. The particular focus is on exposure to
commercial real estate loans that are dependent on the cash flow from the real estate held as collateral and that are likely
to be sensitive to conditions in the commercial real estate market (as opposed to real estate collateral held as a secondary
source of repayment or as an abundance of caution). The purpose of the guidance is not to limit a bank’s commercial real
estate lending but to guide banks in developing risk management practices and capital levels commensurate with the level
and nature of real estate concentrations. The guidance directs the FDIC and other federal bank regulatory agencies to focus
their supervisory resources on institutions that may have significant commercial real estate loan concentration risk. A bank
that has experienced rapid growth in commercial real estate lending, has notable exposure to a specific type of commercial
real estate loan, or is approaching or exceeding the following supervisory criteria may be identified for further supervisory
analysis with respect to real estate concentration risk:
• Total reported loans for construction, land development and other land represent 100% or more of the
Bank’s total regulatory capital; or
• Total commercial real estate loans (as defined in the guidance) represent 300% or more of the Bank’s
total regulatory capital and the outstanding balance of the Bank’s commercial real estate loan portfolio
has increased 50% or more during the prior 36 months.
The guidance provides that the strength of an institution’s lending and risk management practices with respect to
such concentrations will be taken into account in supervisory guidance on evaluation of capital adequacy. At December
31, 2020, 1st Security Bank of Washington’s aggregate recorded loan balances for construction, land development and
land loans were 89.6% of regulatory capital. In addition, at December 31, 2020, 1st Security Bank of Washington’s loans
on all commercial real estate, including construction, owner and non-owner occupied commercial real estate, and multi-
family lending, as defined by the FDIC, were 253.6% of regulatory capital.
42
Activities and Investments of Insured State-Chartered Financial Institutions. Federal law generally limits the
activities and equity investments of FDIC insured, state-chartered banks to those that are permissible for national banks.
An insured state bank is not prohibited from, among other things, (1) acquiring or retaining a majority interest in a
subsidiary, (2) investing as a limited partner in a partnership the sole purpose of which is direct or indirect investment in
the acquisition, rehabilitation or new construction of a qualified housing project, provided that such limited partnership
investments may not exceed 2% of the bank’s total assets, (3) acquiring up to 10% of the voting stock of a company that
solely provides or reinsures directors’ and officers’ liability insurance coverage or bankers’ blanket bond group insurance
coverage for insured depository institutions, and (4) acquiring or retaining the voting shares of a depository institution if
certain requirements are met.
Dividends. Dividends from 1st Security Bank of Washington constitute a major source of funds for dividends in
future periods that may be paid by FS Bancorp to shareholders. The amount of dividends payable by 1st Security Bank of
Washington to FS Bancorp depends upon the Bank’s earnings and capital position, and is limited by federal and state laws,
regulations and policies. According to Washington law, 1st Security Bank of Washington may not declare or pay a cash
dividend on its capital stock if it would cause its net worth to be reduced below (1) the amount required for liquidation
accounts or (2) the net worth requirements, if any, imposed by the Director of the DFI. Dividends on 1st Security Bank of
Washington’s capital stock may not be paid in an aggregate amount greater than the aggregate retained earnings of 1st
Security Bank of Washington, without the approval of the Director of the DFI. The Bank paid $20.9 million in dividends
to the holding company in 2020.
The amount of dividends actually paid during any one period will be strongly affected by 1st Security Bank of
Washington’s policy of maintaining a strong capital position. Federal law further limits and can prohibit dividends when
an institution does not meet the capital conservation buffer requirement and provides that no insured depository institution
may pay a cash dividend if it would cause the institution to be “undercapitalized,” as defined in the prompt corrective
action regulations. Moreover, the federal bank regulatory agencies also have the general authority to limit the dividends
paid by insured banks if such payments are deemed to constitute an unsafe and unsound practice.
Affiliate Transactions. FS Bancorp and 1st Security Bank of Washington are separate and distinct legal entities.
FS Bancorp (and any non-bank subsidiary of FS Bancorp) is an affiliate of 1st Security Bank of Washington. Federal laws
strictly limit the ability of banks to engage in certain transactions with their affiliates. Transactions deemed to be “covered
transactions” under Section 23A of the Federal Reserve Act and between a bank and an affiliate are limited to 10% of the
bank subsidiary’s capital and surplus and, with respect to all affiliates, to an aggregate of 20% of the bank’s capital and
surplus. Further, covered transactions that are loans and extensions of credit generally are required to be secured by eligible
collateral in specified amounts. Federal law also requires that covered transactions and certain other transactions listed in
Section 23B of the Federal Reserve Act between a bank and its affiliates be on terms as favorable to the bank as transactions
with non-affiliates.
Community Reinvestment Act. 1st Security Bank of Washington is also subject to the provisions of the
Community Reinvestment Act of 1977 (“CRA”), which requires the appropriate federal bank regulatory agency to assess
a bank’s performance under the CRA in meeting the credit needs of the community serviced by the Bank, including low
and moderate income neighborhoods. The regulatory agency’s assessment of a bank’s record is made available to the
public. Further, a bank’s CRA performance rating must be considered in connection with a bank’s application to, among
other things, establish a new branch office that will accept deposits, relocate an existing office or merge or consolidate
with, or acquire the assets or assume the liabilities of, a federally regulated financial institution, and in connection with
certain applications by a bank holding company, such as bank acquisitions. An unsatisfactory rating may be the basis for
denial of certain applications. 1st Security Bank of Washington received a “satisfactory” rating during its most recent CRA
examination.
Privacy Standards. 1st Security Bank of Washington is subject to FDIC regulations implementing the privacy
protection provisions of the Gramm-Leach-Bliley Act of 1999. These regulations require 1st Security Bank of Washington
to disclose its privacy policy, including informing consumers of its information sharing practices and informing consumers
of its rights to opt out of certain practices.
Environmental Issues Associated with Real Estate Lending. The Comprehensive Environmental Response,
Compensation and Liability Act (“CERCLA”) is a federal statute that generally imposes strict liability on, all prior and
43
present “owners and operators” of sites containing hazardous waste. However, Congress asked to protect secured creditors
by providing that the term “owner and operator” excludes a person whose ownership is limited to protecting its security
interest in the site. Since the enactment of the CERCLA, this “secured creditor exemption” has been the subject of judicial
interpretations which have left open the possibility that lenders could be liable for cleanup costs on contaminated property
that they hold as collateral for a loan. To the extent that legal uncertainty exists in this area, all creditors, including 1st
Security Bank of Washington, that have made loans secured by properties with potential hazardous waste contamination
(such as petroleum contamination) could be subject to liability for cleanup costs, which costs often substantially exceed
the value of the collateral property.
Federal Reserve System. The Federal Reserve requires that all depository institutions maintain reserves on
transaction accounts or non-personal time deposits. These reserves may be in the form of cash or noninterest-bearing
deposits with the regional Federal Reserve Bank. NOW accounts and other types of accounts that permit payments or
transfers to third parties fall within the definition of transaction accounts and are subject to the reserve requirements, as
are any non-personal time deposits at a savings bank. On March 15, 2020, the Federal Reserve reduced reserve requirement
ratios to zero percent, effective March 26, 2020, thereby eliminating reserve requirements for all depository institutions.
Other Consumer Protection Laws and Regulations. The Dodd-Frank Act established the CFPB and empowered
it to exercise broad regulatory, supervisory and enforcement authority with respect to both new and existing consumer
financial protection laws. 1st Security Bank of Washington is subject to consumer protection regulations issued by the
CFPB, but as a financial institution with assets of less than $10 billion, 1st Security Bank of Washington is generally
subject to supervision and enforcement by the FDIC and the DFI with respect to compliance with federal and state
consumer financial protection laws and regulations.
1st Security Bank of Washington is subject to a broad array of federal and state consumer protection laws and
regulations that govern almost every aspect of its business relationships with consumers. While the list set forth below is
not exhaustive, these include the Truth in Lending Act, the Truth in Savings Act, the Electronic Fund Transfer Act, the
Expedited Funds Availability Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Real Estate Settlement
Procedures Act, the Home Mortgage Disclosure Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act,
the Right to Financial Privacy Act, the Home Ownership and Equity Protection Act, the Consumer Leasing Act, the Fair
Credit Billing Act, the Homeowners Protection Act, the Check Clearing for the 21st Century Act, laws governing flood
insurance, laws governing consumer protections in connection with the sale of insurance, federal and state laws prohibiting
unfair and deceptive business practices, and various regulations that implement the foregoing. These laws and regulations
mandate certain disclosure requirements and regulate the manner in which financial institutions must deal with customers
when taking deposits, making loans, collecting loans, and providing other services. In addition, The USA PATRIOT Act,
requires banks to, among other things, establish broadened anti-money laundering compliance programs, and due diligence
policies and controls to ensure the detection and reporting of money laundering. Such required compliance programs are
intended to supplement existing compliance requirements that also apply to financial institutions under the Bank Secrecy
Act and the Office of Foreign Assets Control regulations. Failure to comply with these laws and regulations can subject
1st Security Bank of Washington to various penalties, including but not limited to, enforcement actions, injunctions, fines,
civil liability, criminal penalties, punitive damages, and the loss of certain contractual rights.
Regulation and Supervision of FS Bancorp
General. FS Bancorp is a bank holding company registered with the Federal Reserve and is the sole shareholder
of 1st Security Bank of Washington. Bank holding companies are subject to comprehensive regulation by the Federal
Reserve under the Bank Holding Company Act of 1956, as amended (“BHCA”), and the regulations promulgated there
under. This regulation and oversight is generally intended to ensure that FS Bancorp limits its activities to those allowed
by law and that it operates in a safe and sound manner without endangering the financial health of 1st Security Bank of
Washington.
As a bank holding company, FS Bancorp is required to file quarterly and annual reports with the Federal Reserve
and any additional information required by the Federal Reserve and is subject to regular examinations by the Federal
Reserve. The Federal Reserve also has extensive enforcement authority over bank holding companies, including the ability
to assess civil money penalties, to issue cease and desist or removal orders, and to require that a holding company divest
44
subsidiaries (including its bank subsidiaries). In general, enforcement actions may be initiated for violations of law and
regulations and unsafe or unsound practices.
The Bank Holding Company Act. Under the BHCA, FS Bancorp is supervised by the Federal Reserve. The
Federal Reserve has a policy that a bank holding company is required to serve as a source of financial and managerial
strength to its subsidiary banks and may not conduct its operations in an unsafe or unsound manner. In addition, the Dodd-
Frank Act provides that a bank holding company should serve as a source of strength to its subsidiary banks by having the
ability to provide financial assistance to its subsidiary banks during periods of financial stress to the bank. A bank holding
company’s failure to meet its obligation to serve as a source of strength to its subsidiary banks will generally be considered
by the Federal Reserve to be an unsafe and unsound banking practice or a violation of the Federal Reserve’s regulations
or both. No regulations have yet been proposed by the Federal Reserve to implement the source of strength doctrine
required by the Dodd-Frank Act. FS Bancorp and any subsidiaries that it may control are considered “affiliates” of 1st
Security Bank of Washington within the meaning of the Federal Reserve Act, and transactions between 1st Security Bank
of Washington and its affiliates are subject to numerous restrictions. With some exceptions, FS Bancorp and its subsidiaries
are prohibited from tying the provision of various services, such as extensions of credit, to other services offered by FS
Bancorp or its subsidiaries.
Acquisitions. The BHCA prohibits a bank holding company, with certain exceptions, from acquiring ownership
or control of more than 5% of the voting shares of any company that is not a bank or bank holding company and from
engaging in activities other than those of banking, managing or controlling banks, or providing services for its subsidiaries.
Under the BHCA, the Federal Reserve may approve the ownership of shares by a bank holding company in any company,
the activities of which the Federal Reserve has determined to be so closely related to the business of banking or managing
or controlling banks as to be a proper incident thereto. These activities include: operating a savings institution, mortgage
company, finance company, credit card company or factoring company; performing certain data processing operations;
providing certain investment and financial advice; underwriting and acting as an insurance agent for certain types of credit-
related insurance; leasing property on a full-payout, non-operating basis; selling money orders, travelers’ checks, and U.S.
Savings Bonds; real estate and personal property appraising; providing tax planning and preparation services; and, subject
to certain limitations, providing securities brokerage services for customers.
Regulatory Capital Requirements. As discussed above, pursuant to the “Small Bank Holding Company”
exception, effective August 30, 2018, bank holding companies with less than $3 billion in consolidated assets were
generally no longer subject to the Federal Reserve’s capital regulations, which are generally the same as the capital
regulations applicable to 1st Security Bank of Washington. At the time of this change, FS Bancorp was considered “well
capitalized” (as defined for a bank holding company), and was not subject to an individualized order, directive or
agreement under which the Federal Reserve requires it to maintain a specific capital level.
For additional information, see “Note 14 - Regulatory Capital” of the Notes to the Consolidated Financial
Statements contained in “Item 8. Financial Statements and Supplementary Data” of this Form 10-K.
Interstate Banking. The Federal Reserve may approve an application of a bank holding company to acquire
control of, or acquire all, or substantially all of the assets of a bank located in a state other than the holding company’s
home state, without regard to whether the transaction is prohibited by the laws of any state. The Federal Reserve may not
approve the acquisition of a bank that has not been in existence for the minimum time period, not exceeding five years,
specified by the law of the host state. Nor may the Federal Reserve approve an application if the applicant controls or
would control more than 10% of the insured deposits in the United States or 30% or more of the deposits in the target
bank’s home state or in any state in which the target bank maintains a branch. Federal law does not affect the authority of
states to limit the percentage of total insured deposits in the state that may be held or controlled by a bank holding company
to the extent such limitation does not discriminate against out-of-state banks or bank holding companies. Individual states
may also waive the 30% state-wide concentration limit contained in the federal law.
The federal banking agencies are generally authorized to approve interstate merger transactions without regard
to whether the transaction is prohibited by the law of any state. Interstate acquisitions of branches will be permitted only
if the law of the state in which the branch is located permits such acquisitions. Interstate mergers and branch acquisitions
are also subject to the nationwide and statewide insured deposit concentration amounts described above.
45
Restrictions on Dividends and Stock Repurchases. FS Bancorp’s ability to declare and pay dividends is subject
to the Federal Reserve limits and Washington law, and may depend on its ability to receive dividends from 1st Security
Bank of Washington.
Federal Reserve policy limits the payment of a cash dividend by a bank holding company if the holding
company’s net income for the past year is not sufficient to cover both the cash dividend and a rate of earnings retention
that is consistent with capital needs, asset quality and overall financial condition. A bank holding company that does not
meet any applicable capital standard would not be able to pay any cash dividends under this policy. A bank holding
company not subject to consolidated capital requirements is expected not to pay dividends unless its debt-to-equity ratio
is less than 1:1, and it meets certain additional criteria. The Federal Reserve also has indicated that it would be inappropriate
for a company experiencing serious financial problems to borrow funds to pay dividends.
Except for a company that meets the applicable standard to be considered a well capitalized and well-managed
bank holding company and is not subject to any unresolved supervisory issues, a bank holding company is required to give
the Federal Reserve prior written notice of any purchase or redemption of its outstanding equity securities if the gross
consideration for the purchase or redemption, when combined with the net consideration paid for all such purchases or
redemptions during the preceding 12 months, is equal to 10% or more of the company’s consolidated net worth. The
Federal Reserve may disapprove such a purchase or redemption if it determines that the proposal would constitute an
unsafe or unsound practice or would violate any law, regulation or regulatory order, condition, or written agreement.
Under Washington corporate law, FS Bancorp generally may not pay dividends if after that payment it would not
be able to pay its liabilities as they become due in the usual course of business, or its total assets would be less than the
sum of its total liabilities.
Federal Securities Law. The stock of FS Bancorp is registered with the SEC under the Securities Exchange Act
of 1934, as amended. As a result, FS Bancorp is subject to the information, proxy solicitation, insider trading restrictions,
and other requirements under the Securities Exchange Act of 1934.
FS Bancorp stock held by persons who are affiliates of FS Bancorp may not be resold without registration unless
sold in accordance with certain resale restrictions. Affiliates are generally considered to be officers, directors, and principal
shareholders. If FS Bancorp meets specified current public information requirements, each affiliate of FS Bancorp will be
able to sell in the public market, without registration, a limited number of shares in any three-month period.
Recent Regulatory Reform
In response to the COVID-19 pandemic, the United States Congress, through the enactment of the CARES Act
and the Consolidated Appropriations Act (“CAA 2021”), and the federal banking agencies, though rulemaking, interpretive
guidance and modifications to agency policies and procedures, have taken a series of actions to provide national emergency
economic relief measures including, among others, the following:
• The CARES Act, as amended by the CAA 2021, allows banks to elect to suspend requirements under
GAAP for loan modifications related to the COVID-19 pandemic (for loans that were not more than 30
days past due as of December 31, 2019) that would otherwise be categorized as a TDR, including
impairment for accounting purposes, until the earlier of 60 days after the termination date of the national
emergency or, January 1, 2022. The suspension of GAAP is applicable for the entire term of the
modification. The federal banking agencies also issued guidance to encourage banks to make loan
modifications for borrowers affected by COVID-19 by providing that short-term modifications made in
response to COVID-19, such as payment deferrals, fee waivers, extensions of repayment terms, or other
delays in payment that are insignificant related to the loans in which the borrower is less than 30 days
past due on its contractual payments at the time a modification is implemented is not a TDR. The Bank
is applying this guidance to qualifying COVID-19 modifications. See Item 7. Management’s Discussion
and Analysis of Financial Condition and Results of Operations - COVID-19 Related Information” for
further information about the COVID-19 modifications completed by the Bank.
46
• The CARES Act amended the SBA’s loan program, in which the Bank participates, to create a
guaranteed, unsecured loan program, the PPP, to fund payroll and operational costs of eligible
businesses, organizations and self-employed persons during COVID-19. The loans are provided through
participating financial institutions, such as the Bank, that process loan applications and service the loans
and are eligible for SBA repayment and loan forgiveness if the borrower meets the PPP conditions. The
application period for a PPP loan closed on August 8, 2020. The SBA began approving PPP forgiveness
applications and remitting forgiveness payments to PPP lenders on October 2, 2020. The CAA 2021
which was signed into law on December 27, 2020, renews and extends the PPP until March 31, 2021.
As a result, as a participating lender, the Bank began originating PPP loans again in January 2021 and
will continue to monitor legislative, regulatory, and supervisory developments related to the PPP.
• Pursuant to the CARES Act, the federal banking agencies authorities adopted in April 2020 an interim
rule, effective until the earlier of the termination of the coronavirus emergency declaration by the
President and December 31, 2020, to (i) reduce the minimum CBLR from 9% to 8% percent and (ii)
give community banks two-quarter grace period to satisfy such ratio if such ratio falls out of compliance
by no more than 1%. Effective October 1, 2020, the final rule adopted by the federal banking agencies
authorities lowers the CBLR as set forth in the interim rule and provides a gradual transition back to the
prior level. Under the final rule the CBLR was 8% for 2020, and will be 8.5% for 2021, and 9%
beginning January 1, 2022. The final rule also retains the grace period. A community banking
organization that falls below the CBRL will still be deemed to be well capitalized during a two-quarter
grace period so long as the banking organization maintains a CBRL greater than 7.5% during 2021, and
greater than 8% thereafter.
As the on-going COVID-19 pandemic evolves, federal regulatory authorities continue to issue additional
guidance with respect to the implementation, lifecycle, and eligibility requirements for the various CARES Act programs
as well as industry-specific recovery procedures for COVID-19. In addition, it is possible that the United States Congress
will enact supplementary COVID-19 response legislation. The Company continues to assess the impact of the CARES
Act and other statues, regulations and supervisory guidance related to the COVID-19 pandemic.
Federal Taxation
TAXATION
General. FS Bancorp and 1st Security Bank of Washington are subject to federal income taxation in the same
general manner as other corporations, with some exceptions discussed below. The following discussion of federal taxation
is intended only to summarize certain pertinent federal income tax matters and is not a comprehensive description of the
tax rules applicable to FS Bancorp. 1st Security Bank of Washington is no longer subject to U.S. federal income tax
examinations by tax authorities for years ended before 2017, and income tax returns have not been audited for the past
eight years, 2013 to 2020.
FS Bancorp files a consolidated federal income tax return with 1st Security Bank of Washington. Accordingly,
any cash distributions made by FS Bancorp to its shareholders would be considered to be taxable dividends and not as a
non-taxable return of capital to shareholders for federal and state tax purposes. For additional information, see “Note 11-
Income Taxes” of the Notes to Consolidated Financial Statements included in “Item 8. Financial Statements and
Supplementary Data” of this Form 10 K.
Method of Accounting. For federal income tax purposes, FS Bancorp currently reports its income and expenses
on the accrual method of accounting and uses a fiscal year ending on December 31 for filing its federal income tax return.
Net Operating Loss Carryovers. At December 31, 2020, the Company had a remaining NOL of approximately
$2.4 million, which begins to expire in 2035.
Corporate Dividends-Received Deduction. FS Bancorp may eliminate from its income dividends received from
1st Security Bank of Washington as a wholly owned subsidiary of FS Bancorp if it elects to file a consolidated return with
1st Security Bank of Washington. The corporate dividends-received deduction is 100%, or 80%, in the case of dividends
47
received from corporations with which a corporate recipient does not file a consolidated tax return, depending on the level
of stock ownership of the payor of the dividend. Corporations which own less than 20% of the stock of a corporation
distributing a dividend may deduct 70% of dividends received or accrued on their behalf.
Washington Taxation
The Company and the Bank are subject to a business and occupation tax which is imposed under Washington law
at the rate of 1.75% of gross receipts. Interest received on loans secured by mortgages or deeds of trust on residential
properties, residential mortgage-backed securities, and certain U.S. Government and agency securities are not subject to
this tax.
Item 1A. Risk Factors
An investment in our common stock is subject to risks inherent in our business. Before making an investment
decision, you should carefully consider the risks and uncertainties described below together with all of the other
information included in this report and our other filings with the SEC. In addition to the risks and uncertainties
described below, other risks and uncertainties not currently known to us or that we currently deem to be immaterial
also may materially and adversely affect our business, financial condition, capital levels, cash flows, liquidity, results
of operations, and prospects. The market price of our common stock could decline significantly due to any of these
identified or other risks, and you could lose some or all of your investment. The risks discussed below also include
forward-looking statements, and our actual results may differ substantially from those discussed in these forward-
looking statements. This report is qualified in its entirety by these risk factors.
Risks Related to Macroeconomic Conditions
The COVID-19 pandemic has adversely impacted our ability to conduct business and is expected to adversely
impact our financial results and those of our customers. The ultimate impact will depend on future developments,
which are highly uncertain and cannot be predicted, including the scope and duration of the pandemic and actions
taken by governmental authorities in response to the pandemic.
The worldwide COVID-19 pandemic has caused major economic disruption and volatility in the financial markets
both in the United States and globally and has negatively affected our operations and the banking and financial services
we provide our customers. In our market areas, stay-at-home orders, social distancing and travel restrictions, and similar
orders imposed across the United States to restrict the spread of COVID-19, resulted in significant business and operational
disruptions, including business closures, supply chain disruptions, and significant layoffs and furloughs. While the stay-
at-home orders have terminated or been phased-out along with reopening of businesses in certain markets, many localities
in the western states in which we operate still apply capacity restrictions and health and safety recommendations that
encourage continued social distancing and working remotely, limiting the ability of businesses to return to pre-pandemic
levels of activity. As an essential business, we continue to provide banking and financial services to our customers at our
branch locations. All of our branches are open and we continue to remain flexible as to branch operations based on the
guidance provided for the communities in which we operate. In addition, we continue to provide access to banking and
financial services through online banking, ATMs and by telephone. To further the well-being of staff and customers, we
have implemented measures to allow employees to work from home to the extent practicable. Despite these efforts, if the
COVID-19 pandemic worsens it could limit, or disrupt, our ability to provide banking and financial services to our
customers.
The majority of our employees continue to work remotely where feasible to enable us to continue to provide
banking services to our customers. Heightened cybersecurity, information security and operational risks may result from
these remote work-from-home arrangements. We also could be adversely affected if key personnel or a significant number
of employees were to become unavailable due to the effects and restrictions of the COVID-19 pandemic. We also rely
upon our third-party vendors to conduct business and to process, record and monitor transactions. If any of these vendors
are unable to continue to provide us with these services, it could negatively impact our ability to serve our customers.
Although we have business continuity plans and other safeguards in place, there is no assurance that such plans and
safeguards will be effective.
48
To date, the COVID-19 pandemic has resulted in declines in loan demand and loan originations other than through
government sponsored programs such as the PPP and has impacted both deposit availability and market interest rates and
negatively impacted many of our business and consumer borrowers’ ability to make their loan payments. Because the
length of the pandemic and the efficacy of the extraordinary measures being put in place to address the economic
consequences are unknown, including a continued low targeted federal funds rate, until the pandemic subsides, we expect
our net interest income and net interest margin will continue to be adversely affected.
The impact of the pandemic is expected to continue to adversely affect us during 2021 as the ability of many of
our borrowers to make loan payments has been significantly affected. Many of our borrowers have become unemployed
or may face unemployment, and certain businesses are at risk of insolvency as their revenues decline precipitously,
especially in businesses related to travel, hospitality, leisure and physical personal services. Businesses may ultimately not
reopen as there is a significant level of uncertainty regarding the level of economic activity that will return to our markets
over time, the impact of governmental assistance, the speed of economic recovery, the resurgence of COVID-19 in
subsequent seasons and changes to demographic and social norms that will take place.
Consistent with guidance provided by banking regulators, we have modified loans by providing various loan
payment deferral options to our borrowers affected by the COVID-19 pandemic. Notwithstanding these modifications,
these borrowers may not be able to resume making full payments on their loans once the COVID-19 pandemic is resolved.
In accordance with U.S. GAAP, we record assets acquired and liabilities assumed at their fair value with the
excess of the purchase consideration over the net assets acquired resulting in the recognition of goodwill. If adverse
economic conditions or the recent decrease in our stock price and market capitalization as a result of the pandemic were
to be deemed sustained rather than temporary, it may significantly affect the fair value of our goodwill and may trigger
impairment charges. Any impairment charge could have a material adverse effect on our results of operations and financial
condition.
The ultimate impact of the COVID-19 pandemic on our business, results of operations and financial condition,
as well as our regulatory capital and liquidity ratios, will depend on future developments, which are highly uncertain and
cannot be predicted, including the scope and duration of the pandemic and actions taken by governmental authorities in
response to the pandemic, including recent vaccination efforts. Even after the COVID-19 pandemic subsides, the U.S.
economy may experience a recession and we anticipate our business would be materially and adversely affected by a
prolonged recession. To the extent the COVID-19 pandemic adversely affects our business, financial condition, liquidity
or results of operations, it may also have the effect of heightening many of the other risk factors described in this section.
Our business may be adversely affected by downturns in the national economy and in the economies in our market
areas.
Our primary market areas are in the Puget Sound region of Washington and Kitsap, Clallam, Jefferson, Grays
Harbor, Thurston, Lewis, and Benton counties. Our business is directly affected by market conditions, trends in industry
and finance, legislative and regulatory changes, and changes in governmental monetary and fiscal policies, and inflation,
all of which are beyond our control. General economic conditions, including inflation, unemployment and money supply
fluctuations, also may affect our profitability adversely. Weakness in the global economy has adversely affected many
businesses operating in our markets that are dependent upon international trade and it is not known how changes in tariffs
being imposed on international trade may also affect these businesses. Changes in agreements or relationships between
the United States and other countries may also affect these businesses.
A deterioration in economic conditions in the market areas we serve could result in loan losses beyond that which
is provided for in our allowance for loan losses and could result in the following consequences, any of which could have
a material adverse effect on the business, financial condition, and results of operations:
•
•
demand for our products and services may decline, possibly resulting in a decrease in our total loans or assets;
loan delinquencies, problem assets and foreclosures may increase;
• we may increase our allowance for loan losses;
49
•
•
•
collateral for our loans may further decline in value, in turn reducing customer’s borrowing power, reducing
the value of assets and collateral associated with existing loans;
the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to
us; and
the amount of our low-cost or noninterest-bearing deposits may decrease.
A decline in local economic conditions may have a greater effect on our earnings and capital than on the earnings
and capital of larger financial institutions whose real estate loan portfolios are geographically diverse. Many of the loans
in our portfolio are secured by real estate or fixtures attached to real estate. Deterioration in the real estate markets where
collateral for a mortgage loan is located could negatively affect the borrower’s ability to repay the loan and the value of
the collateral securing the loan. Real estate values are affected by various other factors, including changes in general or
regional economic conditions, governmental rules or policies, and natural disasters such as earthquakes. If we are required
to liquidate a significant amount of collateral during a period of reduced real estate values, our financial condition and
profitability could be adversely affected.
Adverse changes in the regional and general economy could reduce our growth rate, impair our ability to collect
loans, and generally have a negative effect on our financial condition and results of operations.
Risks Related to our Lending Activities
Our loan portfolio possesses increased risk due to a large percentage of consumer loans.
Our consumer loans accounted for $375.2 million, or 23.8% of our total gross loan portfolio as of December 31,
2020, of which $286.0 million (76.2% of total consumer loans) consisted of indirect home improvement loans (some of
which were not secured by a lien on the real property), $85.7 million (22.9% of total consumer loans) consisted of marine
loans secured by boats, and $3.4 million (0.9% of total consumer loans) consisted of other consumer loans, which includes
personal lines of credit, credit cards, automobile, direct home improvement, loans on deposit, and recreational loans.
Generally, we consider these types of loans to involve a higher degree of risk compared to first mortgage loans on owner-
occupied, one-to-four-family residential properties. As a result of our large portfolio of consumer loans, it may become
necessary to increase the level of provision for our loan losses, which would reduce profits. Consumer loans generally
entail greater risk than do one-to-four-family residential mortgage loans, particularly in the case of loans that are secured
by rapidly depreciable assets, such as automobiles and boats. In these cases, any repossessed collateral for a defaulted loan
may not provide an adequate source of repayment of the outstanding loan balance.
Most of our consumer loans are originated indirectly by or through third parties, which presents greater risk than
our direct lending products which involves direct contact between us and the borrower. Unlike a direct loan where the
borrower makes an application directly to us, in these loans the dealer, who has a direct financial interest in the loan
transaction, assists the borrower in preparing the loan application. Although we disburse the loan proceeds directly to the
dealer upon receipt of a “completion certificate” signed by the borrower, because we do not have direct contact with the
borrower, these loans may be more susceptible to a material misstatement on the loan application or having the loan
proceeds being misused by the borrower or the dealer. In addition, if the work is not properly performed, the borrower
may cease payment on the loan until the problem is rectified. Although we file a UCC-2 financing statement to perfect the
security interest in the personal property collateral for most fixture loans, there are no guarantees on our ability to collect
on that security interest or that the repossessed collateral for a defaulted fixture loan will provide an adequate source of
repayment for the outstanding loan given the limited stand-alone value of the collateral.
Indirect home improvement and marine loans totaled $371.8 million, or 23.6% of our total gross loan portfolio
at December 31, 2020, and are originated through a network of 143 home improvement contractors and dealers located in
Washington, Oregon, California, Idaho, Colorado, Arizona, Nevada, and Minnesota. In addition, we rely on four dealers
for 39.2% of our loan volume so the loss of one of these dealers can have a significant effect on our loan origination
volume. See “Item 1. Business - Lending Activities - Consumer Lending” and “- Asset Quality.”
50
Our business could suffer if we are unsuccessful in making, continuing, and growing relationships with home
improvement contractors and dealers.
Our indirect home improvement lending, which is the largest component of our consumer loan portfolio, is reliant
on our relationships with home improvement contractors and dealers. In particular, our indirect home improvement loan
operations depend in large part upon our ability to establish and maintain relationships with reputable contractors and
dealers who originate loans at the point of sale. Our indirect home improvement contractor/dealer network is currently
comprised of 143 active contractors and dealers with businesses located throughout Washington, Oregon, California,
Idaho, Colorado, Arizona, Nevada, and Minnesota with approximately ten contractors/dealers responsible for more than
half of this loan volume. Indirect home improvement totaled $286.0 million, or 18.2% of our total gross loan portfolio, at
December 31, 2020, reflecting approximately 19,400 loans with an average balance of approximately $15,000.
We have relationships with home improvement contractors/dealers, however, the relationships generally are not
exclusive, some of them are newly established and they may be terminated at any time. If there is another economic
downturn and contraction of credit to both contractors/dealers and their customers, there could be an increase in business
closures and our existing contractor/dealer base could experience decreased sales and loan volume, which may have an
adverse effect on our business, results of operations and financial condition. In addition, if a competitor were to offer better
service or more attractive loan products to our contractor/dealer partners, it is possible that our partners would terminate
their relationships with us or recommend customers to our competitors. If we are unable to continue to grow our existing
relationships and develop new relationships, our results of operations and financial condition could be adversely affected.
A significant portion of our business involves commercial real estate lending which is subject to various risks that
could adversely impact our results of operations and financial condition.
At December 31, 2020, our loan portfolio included $354.3 million of commercial real estate loans, including
$147.1 million secured by non-owner occupied commercial real estate properties, and $131.6 million of multi-family real
estate loans, or 22.5% of our total gross loan portfolio, compared to $344.7 million, or 25.5%, at December 31, 2019. We
have been increasing and intend to continue to increase, subject to market demand, the origination of commercial and
multi-family real estate loans. The credit risk related to these types of loans is considered to be greater than the risk related
to one-to-four-family residential loans because the repayment of commercial and multi-family real estate loans typically
is dependent on the successful operation and income stream of the property securing the loan and the value of the real
estate securing the loan as collateral, which can be significantly affected by economic conditions.
Our focus on these types of loans will increase the risk profile relative to traditional one-to-four-family lenders
as we continue to implement our business strategy. Although commercial and multi-family real estate loans are intended
to enhance the average yield of the earning assets, they do involve a different, and possibly higher, level of risk of
delinquency or collection than generally associated with one-to-four-family loans for a number of reasons. Among other
factors, these loans involve larger balances to a single borrower or groups of related borrowers. Since commercial real
estate and multi-family real estate loans generally have large balances, if we make any errors in judgment in the
collectability of these loans, we may need to significantly increase the provision for loan losses since any resulting
charge-offs will be larger on a per loan basis. Consequently, this could materially adversely affect our future earnings.
Collateral evaluation for these types of loans also requires a more detailed analysis at the time of loan underwriting
and on an ongoing basis. In addition, most of our commercial and multi-family loans are not fully amortizing and include
balloon payments upon maturity. Balloon payments may require the borrower to either sell or refinance the underlying
property in order to make the payment, which may increase the risk of default or non-payment. Finally, if foreclosure
occurs on a commercial real estate loan, the holding period for the collateral, if any, typically is longer than for a one-to-
four-family residence because the secondary market for most types of commercial and multi-family real estate is not
readily liquid, so we have less opportunity to mitigate credit risk by selling part or all of our interest in these assets. See
“Item 1. Business - Lending Activities - Commercial Real Estate Lending” of this Form 10-K.
51
Repayment of our commercial business loans is often dependent on the cash flows of the borrower, which may be
unpredictable, and the collateral securing these loans may fluctuate in value.
At December 31, 2020, our commercial business loan portfolio included commercial and industrial loans of
$224.5 million, or 14.3%, and warehouse lending of $49.1 million, or 3.1%, of our total gross loan portfolio compared to
commercial and industrial loans of $140.5 million, or 10.4%, and warehouse lending of $61.1 million, or 4.5% at December
31, 2019. Commercial business lending involves risks that are different from those associated with residential and
commercial real estate lending. Real estate lending is generally considered to be collateral-based lending with loan amounts
based on predetermined loan to collateral values and liquidation of the underlying real estate collateral being viewed as
the primary source of repayment in the event of borrower default. Our commercial and industrial business loans are
primarily made based on the cash flow of the borrower and secondarily on the underlying collateral provided by the
borrower. The borrowers’ cash flow may be unpredictable and collateral securing these loans may fluctuate in value. This
collateral may consist of equipment, inventory, accounts receivable, or other business assets. In the case of loans secured
by accounts receivable, the availability of funds for the repayment of these loans may be substantially dependent on the
ability of the borrower to collect amounts due from its customers. Other collateral securing these loans may depreciate
over time, may be difficult to appraise, may be illiquid, and may fluctuate in value based on the specific type of business
and equipment. As a result, the availability of funds for the repayment of commercial and industrial business loans may
be substantially dependent on the success of the business itself, which, in turn, is often dependent in part upon general
economic conditions and secondarily on the underlying collateral provided by the borrower. For additional information
related to the risks of warehouse lending, see “Our residential mortgage warehouse lending and construction warehouse
lending programs are subject to various risks that could adversely impact our results of operations and financial condition.”
We continue to focus on residential construction lending which is subject to various risks that could adversely
impact our results of operations and financial condition.
We make real estate construction loans to individuals and builders, primarily for the construction of residential
properties. We originate these loans whether or not the collateral property underlying the loan is under contract for sale.
At December 31, 2020, construction and development loans totaled $217.0 million, or 13.8% of our total gross loan
portfolio (excluding $143.7 million of unfunded construction loan commitments), of which $162.0 million were for
residential real estate projects. This compares to construction and development loans of $179.7 million, or 13.3% of our
total loan portfolio at December 31, 2019, or an increase of 20.8% during the past year. In addition to these construction
and development loans, the Company had four commercial note-secured lines of credit to residential construction re-
lenders with combined commitments of $66.0 million, and an outstanding balance of $33.0 million at December 31, 2020.
The underlying collateral risks associated with our commercial construction warehouse lines are similar to the risks related
to our residential construction and development loans.
Construction financing is generally considered to involve a higher degree of credit risk than longer term financing
on improved, owner-occupied real estate. Construction lending involves additional risks when compared with permanent
residential lending because funds are advanced upon the collateral for the project based on an estimate of costs that will
produce a future value at completion. Because of the uncertainties inherent in estimating construction costs, as well as the
market value of the complete project and the effects of governmental regulation on real property, it is relatively difficult
to evaluate accurately the total funds required to complete a project and the completed project loan-to-value ratio. Changes
in demand for new housing and higher than anticipated building costs may cause actual results to vary significantly from
those estimated. For these reasons, this type of lending also typically involves higher loan principal amounts and may be
concentrated with a small number of builders. A downturn in housing, or the real estate market, could increase
delinquencies, defaults and foreclosures, and significantly impair the value of our collateral and our ability to sell the
collateral upon foreclosure. Some of the builders we deal with have more than one loan outstanding with us. Consequently,
an adverse development with respect to one loan or one credit relationship can expose us to a significantly greater risk of
loss. In addition, during the term of most of our construction loans, no payment from the borrower is required since the
accumulated interest is added to the principal of the loan through an interest reserve. As a result, these loans often involve
the disbursement of funds with repayment substantially dependent on the success of the ultimate project and the ability of
the borrower to sell or lease the property or obtain permanent take-out financing, rather than the ability of the borrower or
guarantor to repay principal and interest. If our appraisal of the value of a completed project proves to be overstated, we
may have inadequate security for the repayment of the loan upon completion of construction of the project and may incur
52
a loss. Because construction loans require active monitoring of the building process, including cost comparisons and on-
site inspections, these loans are more difficult and costly to monitor.
Increases in market rates of interest may have a more pronounced effect on construction loans by rapidly
increasing the end-purchaser’s borrowing costs, thereby possibly reducing the homeowner's ability to finance the home
upon completion or the overall demand for the project. Properties under construction are often difficult to sell and typically
must be completed in order to be successfully sold which also complicates the process of working out problem construction
loans. This may require us to advance additional funds and/or contract with another builder to complete construction and
assume the market risk of selling the project at a future market price, which may or may not enable us to fully recover
unpaid loan funds and associated construction and liquidation costs. Furthermore, in the case of speculative construction
loans, there is the added risk associated with identifying an end-purchaser for the finished project. At December 31, 2020,
outstanding construction and development loans totaled $217.0 million of which $133.0 million was comprised of
speculative one-to-four-family construction loans and $15.7 million of land acquisition and development loans. Total
committed, including unfunded construction and development loans at December 31, 2020 was $360.6 million. Loans on
land under development or held for future construction pose additional risks because of the lack of income being produced
by the property and the potential illiquid nature of the collateral. These risks can be significantly impacted by supply and
demand. As a result, this type of lending often involves the disbursement of substantial funds with repayment dependent
on the success of the ultimate project and the ability of the borrower to sell or lease the property, rather than the ability of
the borrower or guarantor themselves to repay principal and interest. No real estate construction and development loans
were nonperforming at December 31, 2020. A material increase in our nonperforming construction and development loans
could have a material adverse effect on our financial condition and results of operation.
Our residential mortgage warehouse lending program is subject to various risks that could adversely impact our
results of operations and financial condition.
The Company has a residential mortgage warehouse lending program that focuses on four Pacific Northwest
mortgage banking companies. Short-term funding is provided to the mortgage banking companies for the purpose of
originating residential mortgage loans for sale into the secondary market. Our warehouse lending lines are secured by the
underlying notes associated with mortgage loans made to borrowers by the mortgage banking company and we generally
require guarantees from the principal shareholder(s) of the mortgage banking company. Because these loans are repaid
when the note is sold by the mortgage bank into the secondary market, with the proceeds from the sale used to pay down
our outstanding loan before being dispersed to the mortgage bank, interest rate fluctuation is also a key risk factor affecting
repayment. At December 31, 2020, we had approved residential warehouse lending lines in varying amounts from $5.0
million to $15.0 million with each of the four companies, for an aggregate amount of $36.0 million. At December 31,
2020, there was $16.1 million in residential warehouse lines outstanding, compared to $12.9 million outstanding at
December 31, 2019.
There are numerous risks associated with residential mortgage warehouse lending, which include, without
limitation, (i) credit risks relating to the mortgage bankers that borrow from us, (ii) the risk of intentional misrepresentation
or fraud by any of these mortgage bankers, (iii) changes in the market value of mortgage loans originated by the mortgage
banker, the sale of which is the expected source of repayment of the borrowings under the warehouse line of credit, due to
changes in interest rates during the time in warehouse, (iv) unsalable or impaired mortgage loans originated, which could
lead to decreased collateral value and the failure of a purchaser of the mortgage loan to purchase the loan from the mortgage
banker, and (v) the volatility of mortgage loan originations.
The underlying collateral risks associated with our residential mortgage warehouse lines are similar to the risks
related to our one-to-four-family residential mortgage loans. Additionally, the impact of interest rates on our residential
mortgage warehouse lending business is similar to the impact on our mortgage banking operations as discussed below
under “Revenue from mortgage banking operations are sensitive to changes in economic conditions, decreased economic
activity, a slowdown in the housing market, higher interest rates or new legislation and may adversely impact our financial
condition and results of operations.”
53
Loans originated under the SBA Paycheck Protection Program subject us to credit, forgiveness and guarantee risk.
As of December 31, 2020, we hold and service a portfolio of 423 loans originated under the PPP with a balance
of $62.1 million. The PPP loans are subject to the provisions of the CARES Act and CAA 2021 and to complex and
evolving rules and guidance issued by the SBA and other government agencies. We expect that the great majority of our
PPP borrowers will seek full or partial forgiveness of their loan obligations. We have credit risk on PPP loans if the SBA
determines that there is a deficiency in the manner in which we originated, funded or serviced loans, including any issue
with the eligibility of a borrower to receive a PPP loan. We could face additional risks in our administrative capabilities
to service our PPP loans, and risk with respect to the determination of loan forgiveness, depending on the final procedures
for determining loan forgiveness. In the event of a loss resulting from a default on a PPP loan and a determination by the
SBA that there was a deficiency in the manner in which we originated, funded or serviced a PPP loan, the SBA may deny
its liability under the guaranty, reduce the amount of the guaranty or, if the SBA has already paid under the guaranty, seek
recovery of any loss related to the deficiency from us.
If our allowance for loan losses is not sufficient to cover actual loan losses, our earnings could be reduced.
Our business depends on the creditworthiness of our customers. As with most financial institutions, we maintain
an allowance for loan losses to reflect potential defaults and nonperformance, which represents management's best estimate
of probable loans losses inherent in the loan portfolio. The determination of the appropriate level of the allowance for loan
losses inherently involves a high degree of subjectivity and requires us to make various assumptions and judgments about
the collectability of our loan portfolio, including the creditworthiness of borrowers and the value of the real estate and
other assets serving as collateral for the repayment of many of our loans. In determining the amount of the allowance for
loan losses, we review loans and our historical loss and delinquency experience and evaluate economic conditions.
Management also recognizes that significant new growth in loan portfolios, new loan products, and the refinancing of
existing loans can result in portfolios comprised of unseasoned loans that may not perform in a historical or projected
manner and will increase the risk that our allowance may be insufficient to absorb losses without significant additional
provisions. If our assumptions are incorrect, our allowance for loan losses may not be sufficient to cover actual losses,
resulting in additional provisions for loan losses to replenish the allowance for loan losses. Deterioration in economic
conditions, new information regarding existing loans, identification of additional problem loans or relationships, and other
factors, both within and outside of our control, may increase our loan charge-offs and/or otherwise require an increase in
our provision for loan losses.
In addition, the FASB has adopted a new accounting standard referred to as Current Expected Credit Loss, or
CECL, which will require financial institutions to determine periodic estimates of lifetime expected credit losses on loans,
and recognize the expected credit losses as allowances for credit losses. This will change the current method of providing
allowances for credit losses only when they have been incurred and are probable, which may require us to increase our
allowance for loan losses, and may greatly increase the types of data we would need to collect and review to determine
the appropriate level of the allowance for credit losses. This accounting pronouncement is expected to be applicable to us
for our first fiscal year after December 15, 2022. We are evaluating the impact the CECL accounting model will have on
our accounting, but expect to recognize a one-time cumulative-effect adjustment to the allowance for loan losses as of the
beginning of the first reporting period in which the new standard is effective. We cannot yet determine the magnitude of
any such one-time cumulative adjustment or of the overall impact of the new standard on our financial condition or results
of operations. The federal banking regulators, including the Federal Reserve and the FDIC, have adopted a rule that gives
a banking organization the option to phase in over a three-year period the day-one adverse effects of CECL on its regulatory
capital. Any increase in our allowance for loan losses or expenses incurred to determine the appropriate level of the
allowance for loan losses may have a material adverse effect on our financial condition and results of operations. For
more on this new accounting standard, see “Note 1- Basis of Presentation and Summary” of the Notes to Consolidated
Financial Statements included in “Item 8. Financial Statements and Supplementary Data” of this Form 10-K.
In addition, bank regulatory agencies periodically review our allowance for loan losses and may require an
increase in the provision for possible loan losses or the recognition of further loan charge-offs based on their judgment
about information available to them at the time of their examination. Any increases in the provision for loan losses will
result in a decrease in net income and may have a material adverse effect on our financial condition, results of operations,
and capital.
54
Our business may be adversely affected by credit risk associated with residential property.
At December 31, 2020, $311.1 million, excluding loans held for sale of $166.4 million, or 19.8% of our total loan
portfolio was secured by first liens on one-to-four-family residential loans and our home equity lines of credit totaled $43.1
million, or 2.7% of our total loan portfolio. These types of loans are generally sensitive to regional and local economic
conditions that significantly impact the ability of borrowers to meet their loan payment obligations, making loss levels
difficult to predict. A decline in residential real estate values resulting from a downturn in the Washington housing markets
in which our loans are concentrated may reduce the value of the real estate collateral securing these types of loans and
increase our risk of loss if borrowers default on their loans. A decline in economic conditions or in the volume of real
estate sales and/or the sales prices coupled with elevated unemployment rates may result in higher than expected loan
delinquencies or problem assets, and a decline in demand for our products and services. In addition, residential loans with
high combined loan-to-value ratios will be more sensitive to the fluctuation of property values than those with lower
combined loan-to-value ratios and therefore may experience a higher incidence of default and severity of losses. Further,
the majority of our home equity lines of credit consist of second mortgage loans. For those home equity lines secured by
a second mortgage, it is unlikely that we will be successful in recovering all or a portion of our loan proceeds in the event
of default unless we are prepared to repay the first mortgage loan and such repayment and the costs associated with a
foreclosure are justified by the value of the property. For these reasons, we may experience higher rates of delinquencies,
defaults and losses which would adversely affect our net income.
Risk Related to Changes in Market Interest Rates
Changes in interest rates may reduce our net interest income and may result in higher defaults in a rising rate
environment.
Our earnings and cash flows are largely dependent upon our net interest income. Interest rates are highly sensitive
to many factors that are beyond our control, including general economic conditions and policies of various governmental
and regulatory agencies and, in particular, the Federal Reserve Board. After steadily increasing the targeted federal funds
rate in 2018 and 2017, the Federal Reserve decreased the targeted federal funds rate 25 basis points three times during
2019 to 1.50% - 1.75% at December 31, 2019, in response to some recent weakness in economic data and indicated
possible further decreases, subject to economic conditions. In March 2020, in response to the COVID-19 pandemic, the
Federal Open Market Committee (“FOMC”) of the Federal Reserve System, lowered the target range for the federal funds
rate 150 basis points to a range of 0.00% to 0.25%. The FOMC expects to maintain this target until it is confident that the
economy has weathered recent events and is on track to achieve its maximum employment and price stability goals. Future
increases in the targeted federal funds rate, may negatively impact both the housing markets by reducing refinancing
activity and new home purchases and the U.S. economy. In addition, deflationary pressures, while possibly lowering our
operating costs, could have a significant negative effect on our borrowers, especially our business borrowers, and the
values of collateral securing loans, which could negatively affect our financial performance.
We principally manage interest rate risk by managing our volume and mix of our earning assets and funding
liabilities. Changes in monetary policy, including changes in interest rates, could influence not only the interest we receive
on loans and investments and the amount of interest we pay on deposits and borrowings, but these changes could also
affect (i) our ability to originate and/or sell loans and obtain deposits, (ii) the fair value of our financial assets and liabilities,
which could negatively impact shareholders’ equity, and our ability to realize gains from the sale of such assets, (iii) our
ability to obtain and retain deposits in competition with other available investment alternatives, (iv) the ability of our
borrowers to repay adjustable or variable rate loans, and (v) the average duration of our investment securities portfolio and
other interest-earning assets. If the interest rates paid on deposits and borrowings increase at a faster rate than the interest
rates received on loans and other investments, our net interest income, and therefore earnings, could be adversely affected.
In a changing interest rate environment, we may not be able to manage this risk effectively. If we are unable to manage
interest rate risk effectively, our business, financial condition, and results of operations could be materially affected.
Changes in interest rates could also have a negative impact on our results of operations by reducing the ability of
borrowers to repay their current loan obligations or by reducing our margins and profitability. Our net interest margin is
the difference between the yield we earn on our assets and the interest rate we pay for deposits and our other sources of
funding. Changes in interest rates-up or down-could adversely affect our net interest margin and, as a result, our net
interest income. Although the yield we earn on our assets and our funding costs tend to move in the same direction in
55
response to changes in interest rates, one can rise or fall faster than the other, causing our net interest margin to expand or
contract. Our liabilities tend to be shorter in duration than our assets, so they may adjust faster in response to changes in
interest rates. As a result, when interest rates rise, our funding costs may rise faster than the yield we earn on our assets,
causing our net interest margin to contract until the yields on interest-earning assets catch up.
Changes in the slope of the “yield curve”, or the spread between short-term and long-term interest rates could
also reduce our net interest margin. Normally, the yield curve is upward sloping, meaning short-term rates are lower than
long-term rates. Because our liabilities tend to be shorter in duration than our assets, when the yield curve flattens or even
inverts, we could experience pressure on our net interest margin as our cost of funds increases relative to the yield we can
earn on our assets. Also, interest rate decreases can lead to increased prepayments of loans and mortgage-backed securities
as borrowers refinance their loans to reduce borrowing costs. Under these circumstances, we are subject to reinvestment
risk as we may have to redeploy such repayment proceeds into lower yielding investments, which would likely hurt our
income.
A sustained increase in market interest rates could adversely affect our earnings. As is the case with many
financial institutions, our emphasis on increasing the development of core deposits, those deposits bearing no or a relatively
low rate of interest with no stated maturity date, has resulted in an increasing percentage of our deposits being comprised
of deposits bearing no or a relatively low rate of interest and having a shorter duration than our assets. At December 31,
2020, we had $340.9 million in certificates of deposit that mature within one year and $1.17 billion in noninterest bearing,
NOW checking, savings and money market accounts. We would incur a higher cost of funds to retain these deposits in a
rising interest rate environment. If the interest rates paid on deposits and other borrowings increase at a faster rate than
the interest rates received on loans and other investments, our net interest income, and therefore earnings, could be
adversely affected. In addition, a substantial amount of our residential mortgage loans and home equity lines of credit have
adjustable interest rates. As a result, these loans may experience a higher rate of default in a rising interest rate environment.
Our net income can also be reduced by the impact that changes in interest rates can have on the fair value of our capitalized
mortgage servicing rights (“MSRs”). At December 31, 2020, we serviced $2.17 billion of loans sold to third parties, and
the servicing rights associated with such loans had an amortized cost of $12.6 million and an estimated fair value, at that
date, of $12.8 million. Because the estimated life and estimated income to be derived from servicing the underlying loans
generally increase with rising interest rates and decrease with falling interest rates, the value of MSRs generally increases
as interest rates rise and decreases as interest rates fall. For example, a decrease in mortgage interest rates typically
increases the prepayment speeds of MSRs and therefore decreases the fair value of the MSRs. Future decreases in
mortgage interest rates could decrease the fair value of our MSRs below their recorded amount, which would decrease our
earnings. Changes in interest rates also affect the value of our interest-earning assets and in particular, our investment
securities portfolio. Generally, the fair value of fixed-rate securities fluctuates inversely with changes in interest rates.
Unrealized gains and losses on securities available for sale are reported as a separate component of equity, net of tax.
Decreases in the fair value of securities available for sale resulting from increases in interest rates could have an adverse
effect on stockholders’ equity.
Although management believes it has implemented effective asset and liability management strategies to reduce
the potential effects of changes in interest rates on our results of operations, any substantial, unexpected, or prolonged
change in market interest rates could have a material adverse effect on our financial condition and results of operations.
Also, our interest rate risk modeling techniques and assumptions likely may not fully predict or capture the impact of
actual interest rate changes on our balance sheet or projected operating results. See “Item 7. Management’s Discussion
and Analysis of Financial Condition and Results of Operations - Asset and Liability Management and Market Risk” of
this Form 10-K.
Revenue from mortgage banking operations are sensitive to changes in economic conditions, decreased economic
activity, a slowdown in the housing market, higher interest rates or new legislation and may adversely impact our
financial condition and results of operations.
Our mortgage banking operations provide a significant portion of our noninterest income. We generate mortgage
banking revenues primarily from gains on the sale of one-to-four-family mortgage loans. The one-to-four-family mortgage
loans are sold pursuant to programs currently offered by Fannie Mae, Freddie Mac, Ginnie Mae, FHA, VA, USDA Rural
Housing, the FHLB, and non-Government Sponsored Enterprise (“GSE”) investors. These entities account for a
substantial portion of the secondary market in residential one-to-four-family mortgage loans. Any future changes in the
56
one-to-four-family programs, our eligibility to participate in these programs, the criteria for loans to be accepted or laws
that significantly affect the activity of such entities, could, in turn, materially adversely affect our results of
operations. Mortgage banking is generally considered a volatile source of income because it depends largely on the level
of loan volume which, in turn, depends largely on prevailing market interest rates. In a rising or higher interest rate
environment, our originations of mortgage loans may decrease, resulting in fewer loans that are available to be sold to
investors. This would result in a decrease in mortgage banking revenues and a corresponding decrease in noninterest
income. In addition, our results of operations are affected by the amount of noninterest expense associated with mortgage
banking activities, such as salaries and employee benefits, occupancy, equipment and data processing expense, and other
operating costs. During periods of reduced loan demand, our results of operations may be adversely affected to the extent
that we are unable to reduce expenses commensurate with the decline in loan originations. In addition, although we sell
loans into the secondary market without recourse, we are required to give customary representations and warranties about
the loans to the buyers. If we breach those representations and warranties, the buyers may require us to repurchase the
loans and we may incur a loss on the repurchase.
Our securities portfolio may be negatively impacted by fluctuations in market value, changes in the tax code, and
interest rates.
Factors beyond our control can significantly influence the fair value of securities in our portfolio and can cause
potential adverse changes to the fair value of these securities. These factors include, but are not limited to, rating agency
actions in respect of the securities, defaults by, or other adverse events affecting, the issuer or with respect to the underlying
securities, and changes in market interest rates and continued instability in the capital markets. Any of these factors, among
others, could cause other-than-temporary impairments (“OTTI”) and realized and/or unrealized losses in future periods
and declines in other comprehensive income, which could have a material effect on our business, financial condition and
results of operations. The process for determining whether impairment of a security is other-than-temporary usually
requires complex, subjective judgments about the future financial performance and liquidity of the issuer and any collateral
underlying the security to assess the probability of receiving all contractual principal and interest payments on the security.
There can be no assurance that the declines in market value will not result in other-than-temporary impairments of these
assets and would lead to accounting charges that could have a material adverse effect on our net income and capital levels.
For the year ended December 31, 2020, we did not incur any other-than-temporary impairments on our securities portfolio.
If our hedging against interest rate exposure is ineffective, it could result in volatility in our operating results,
including potential losses, which could have a material adverse effect on our results of operations and cash flows.
We employ techniques that limit, or “hedge,” the adverse effects of rising interest rates on our loans held for sale,
and originated interest rate locks to customers. Our hedging activity varies based on the level and volatility of interest rates
and other changing market conditions. These techniques may include purchasing or selling forward contracts, purchasing
put and call options on securities or securities underlying futures contracts, or entering into other mortgage-backed
derivatives. There are, however, no perfect hedging strategies, and interest rate hedging may fail to protect us from loss.
Moreover, hedging activities could result in losses if the event against which we hedge does not materialize. Additionally,
interest rate hedging could fail to protect us or adversely affect us because, among other things:
•
•
•
•
•
•
available interest rate hedging may not correspond directly with the interest rate risk for which protection is
sought;
the duration of the hedge may not match the duration of the related liability;
the party owing money in the hedging transaction may default on its obligation to pay;
the credit quality of the party owing money on the hedge may be downgraded to such an extent that it impairs
our ability to sell or assign our side of the hedging transaction;
the value of derivatives used for hedging may be adjusted from time to time in accordance with accounting
rules to reflect changes in fair value; and
downward adjustments, or “mark-to-market losses,” could reduce our stockholders’ equity.
57
We may enter into derivative financial instruments such as interest rate swaps in order to mitigate our interest
rate risk on a related financial instrument.
Our interest rate contracts expose us to:
•
•
•
•
•
basis or spread risk, which is the risk of loss associated with variations in the spread between the interest rate
contract and the hedged item;
the credit or counter-party risk which is the risk of the insolvency or other inability of another party to the
transaction to perform its obligations;
interest rate risk;
volatility risk which is the risk that the expected uncertainty relating to the price of the underlying asset
differs from what is anticipated; and
liquidity risk.
If we suffer losses on our interest rate hedging derivatives, our business, financial condition and prospects may
be negatively affected, and our net income will decline.
We record our interest rate swaps at fair value and designate them as an effective cash flow hedge under the ASC
815, Derivatives and Hedging. Each quarter, we measure hedge effectiveness using the “hypothetical derivative method”
and record in earnings any gains or losses resulting from hedge ineffectiveness. The hedge provided by our interest rate
swaps could prove to be ineffective for a number of reasons, including early retirement of the debt, as is allowed under the
debt, or in the event the counterparty to the interest rate swaps were determined to not be creditworthy. Any determination
that the hedge created by the interest rate swaps was ineffective could have a material adverse effect on our results of
operations and cash flows and result in volatility in our operating results. In addition, any changes in relevant accounting
standards relating to the interest rate swaps, especially ASC 815, Derivatives and Hedging, could materially increase
earnings volatility.
Risks Related to Accounting Matters
We may experience future goodwill impairment, which could reduce our earnings.
We performed our test for goodwill impairment for fiscal year 2020 and the test concluded that recorded goodwill
of $2.3 million was not impaired. Our test of goodwill for potential impairment is based on a qualitative assessment by
management that takes into consideration macroeconomic conditions, industry and market conditions, cost or margin
factors, financial performance and share price. Our evaluation of the fair value of goodwill involves a substantial amount
of judgment. If our judgment was incorrect, or if events or circumstances change, and an impairment of goodwill was
deemed to exist, we would be required to write down our goodwill resulting in a charge against operations, which would
adversely affect our results of operations, perhaps materially; however, it would have no impact on our liquidity,
operations, or regulatory capital.
Nonperforming assets take significant time to resolve and adversely affect our results of operations and financial
condition and could result in further losses in the future.
At December 31, 2020, our nonperforming assets (which consisted of nonaccruing loans, other real estate owned
(“OREO”), and other repossessed assets) were $7.9 million or 0.37% of total assets. Nonperforming assets adversely affect
our earnings in various ways. We do not record interest income on nonaccrual loans or foreclosed assets, thereby adversely
affecting our income and increasing our loan administration costs. Upon foreclosure or similar proceedings, we record the
repossessed asset at the estimated fair value, less costs to sell, which may result in a write down or loss. If we experience
increases in nonperforming loans and nonperforming assets, our losses and troubled assets could increase significantly,
which could have a material adverse effect on our financial condition and results of operations, as our loan administration
58
costs could increase, each of which could have an adverse effect on our net income and related ratios, such as return on
assets and equity. A significant increase in the level of nonperforming assets from current levels would also increase our
risk profile and may impact the capital levels our regulators believe are appropriate in light of the increased risk profile.
While we reduce problem assets through collection efforts, asset sales, workouts and restructurings, decreases in the value
of the underlying collateral, or in these borrowers’ performance or financial condition, whether or not due to economic
and market conditions beyond our control, could adversely affect our business, results of operations, and financial
condition. In addition, the resolution of nonperforming assets requires significant commitments of time from management
and our directors, which can be detrimental to the performance of their other responsibilities.
Risk Related to Regulatory and Compliance Matters
The level of our commercial real estate loan portfolio may subject us to additional regulatory scrutiny.
The FDIC, the Federal Reserve and the Office of the Comptroller of the Currency have promulgated joint
guidance on sound risk management practices for financial institutions with concentrations in commercial real estate
lending. Under this guidance, a financial institution that, like us, is actively involved in commercial real estate lending
should perform a risk assessment to identify concentrations. A financial institution may have a concentration in commercial
real estate lending if, among other factors (i) total reported loans for construction, land development and other land
represent 100% or more of total capital, or (ii) total reported loans secured by multi-family and non-farm non-residential
properties, loans for construction, land development and other land, and loans otherwise sensitive to the general
commercial real estate market, including loans to commercial real estate related entities, represent 300% or more of total
capital. The particular focus of the guidance is on exposure to commercial real estate loans that are dependent on the cash
flow from the real estate held as collateral and that are likely to be at greater risk to conditions in the commercial real estate
market (as opposed to real estate collateral held as a secondary source of repayment or as an abundance of caution). The
purpose of the guidance is to guide banks in developing risk management practices and capital levels commensurate with
the level and nature of real estate concentrations. The guidance states that management should employ heightened risk
management practices including board and management oversight and strategic planning, development of underwriting
standards, risk assessment and monitoring through market analysis and stress testing.
While we believe we have implemented policies and procedures with respect to our commercial real estate loan
portfolio consistent with this guidance, bank regulators could require us to implement additional policies and procedures
consistent with their interpretation of the guidance that may result in additional costs to us.
Non-compliance with the USA PATRIOT Act, Bank Secrecy Act, or other laws and regulations could result in
fines or sanctions.
The USA PATRIOT and Bank Secrecy Acts and related regulations require financial institutions to develop
programs to prevent financial institutions from being used for money laundering and terrorist activities. Failure to comply
with these regulations could result in fines or sanctions. During the last few years, several banking institutions have
received large fines for non-compliance with these laws and regulations. While we have developed policies and procedures
designed to assist in compliance with these laws and regulations, no assurance can be given that these policies and
procedures will be effective in preventing violations of these laws and regulations. If our policies and procedures are
deemed deficient, we would be subject to liability, including fines and regulatory actions, which may include restrictions
on our ability to pay dividends and the denial of regulatory approvals to proceed with certain aspects of our business plan.
Failure to maintain and implement adequate programs to combat money laundering and terrorist financing could
also have serious reputational consequences for us. Any of these results could have a material adverse effect on our
business, financial condition, results of operations, and growth prospects.
Risks Related to Cybersecurity, Third Parties and Technology
We rely on other companies to provide key components of our business infrastructure.
We rely on numerous external vendors to provide us with products and services necessary to maintain our day-
to-day operations. Accordingly, our operations are exposed to risk that these vendors will not perform in accordance with
59
the contracted arrangements under service level agreements. The failure of an external vendor to perform in accordance
with the contracted arrangements under service level agreements because of changes in the vendor's organizational
structure, financial condition, support for existing products and services or strategic focus or for any other reason, could
be disruptive to our operations, which in turn could have a material negative impact on our financial condition and results
of operations. We also could be adversely affected to the extent such an agreement is not renewed by the third-party vendor
or is renewed on terms less favorable to us. Additionally, the bank regulatory agencies expect financial institutions to be
responsible for all aspects of our vendors’ performance, including aspects which they delegate to third parties. Disruptions
or failures in the physical infrastructure or operating systems that support our business and customers, or cyber-attacks or
security breaches of the networks, systems or devices that our customers use to access our products and services could
result in client attrition, regulatory fines, penalties or intervention, reputational damage, reimbursement or other
compensation costs, and/or additional compliance costs, any of which could materially adversely affect our results of
operations or financial condition.
We are subject to certain risks in connection with our use of technology.
Our security measures may not be sufficient to mitigate the risk of a cyber attack. Communications and
information systems are essential to the conduct of our business, as we use such systems to manage our customer
relationships, our general ledger, and virtually all other aspects of our business. Our operations rely on the secure
processing, storage, and transmission of confidential and other information in our computer systems and networks.
Although we take protective measures and endeavor to modify them as circumstances warrant, the security of our computer
systems, software, and networks may be vulnerable to breaches, fraudulent or unauthorized access, denial or degradation
of service, attacks, misuse, computer viruses, malware, or other malicious code and cyber attacks that could have a security
impact. If one or more of these events occur, this could jeopardize our or our customers’ confidential and other information
processed and stored in, and transmitted through, our computer systems and networks, or otherwise cause interruptions or
malfunctions in our operations or the operations of our customers or counterparties. We may be required to expend
significant additional resources to modify our protective measures or to investigate and remediate vulnerabilities or other
exposures, and we may be subject to litigation and financial losses that are either not insured against or not fully covered
through any insurance maintained by us. We could also suffer significant reputational damage.
Security breaches in our internet banking activities could further expose us to possible liability and damage our
reputation. Increases in criminal activity levels and sophistication, advances in computer capabilities, new discoveries,
vulnerabilities in third party technologies (including browsers and operating systems), or other developments could result
in a compromise or breach of the technology, processes and controls that we use to prevent fraudulent transactions, and to
protect data about us, our clients, and underlying transactions. Any compromise of our security could deter customers from
using our internet banking services that involve the transmission of confidential information. We rely on standard internet
security systems to provide the security and authentication necessary to effect secure transmission of data. Although we
have developed and continue to invest in systems and processes that are designed to detect and prevent security breaches
and cyber attacks and periodically test our security, these precautions may not protect our systems from compromises or
breaches of our security measures, and could result in losses to us or our customers, our loss of business and/or customers,
damage to our reputation, the incurrence of additional expenses, disruption to our business, our inability to grow our online
services, or other businesses, additional regulatory scrutiny or penalties, or our exposure to civil litigation and possible
financial liability, any of which could have a material adverse effect on our business, financial condition and results of
operations.
Our security measures may not protect us from system failures or interruptions. While we have established
policies and procedures to prevent or limit the impact of systems failures and interruptions, there can be no assurance that
such events will not occur or that they will be adequately addressed if they do. In addition, we outsource certain aspects
of our data processing and other operational functions to certain third-party providers. While we select third-party vendors
carefully, we do not control their actions. If our third-party providers encounter difficulties including those resulting from
breakdowns or other disruptions in communication services provided by a vendor, failure of a vendor to handle current or
higher transaction volumes, cyber attacks and security breaches or if we otherwise have difficulty in communicating with
them, our ability to adequately process and account for transactions could be affected, and our ability to deliver products
and services to our customers and otherwise conduct business operations could be adversely impacted. Replacing these
third-party vendors could also entail significant delay and expense. Threats to information security also exist in the
processing of customer information through various other vendors and their personnel.
60
We cannot assure you that such breaches, failures or interruptions will not occur or, if they do occur, that they
will be adequately addressed by us or the third parties on which we rely. We may not be insured against all types of losses
as a result of third-party failures and insurance coverage may be inadequate to cover all losses resulting from breaches,
system failures, or other disruptions. If any of our third-party service providers experience financial, operational, or
technological difficulties, or if there is any other disruption in our relationships with them, we may be required to identify
alternative sources of such services, and we cannot assure you that we could negotiate terms that are as favorable to us, or
could obtain services with similar functionality as found in our existing systems without the need to expend substantial
resources, if at all. Further, the occurrence of any systems failure or interruption could damage our reputation and result
in a loss of customers and business, could subject us to additional regulatory scrutiny, or could expose us to legal liability.
Any of these occurrences could have a material adverse effect on our financial condition and results of operations.
The Board of Directors oversees the risk management process, including the risk of cybersecurity.
We are subject to certain risks in connection with our data management or aggregation.
We are reliant on our ability to manage data and our ability to aggregate data in an accurate and timely manner
to ensure effective risk reporting and management. Our ability to manage data and aggregate data may be limited by the
effectiveness of our policies, programs, processes, and practices that govern how data is acquired, validated, stored,
protected, and processed. While we continuously update our policies, programs, processes, and practices, many of our data
management and aggregation processes are manual and subject to human error or system failure. Failure to manage data
effectively and to aggregate data in an accurate and timely manner may limit our ability to manage current and emerging
risks, as well as to manage changing business needs.
Risks Related to Our Business and Industry Generally
We rely on other companies to provide key components of our business infrastructure.
We rely on numerous external vendors to provide us with products and services necessary to maintain our day-
to-day operations. Accordingly, our operations are exposed to risk that these vendors will not perform in accordance with
the contracted arrangements under service level agreements. The failure of an external vendor to perform in accordance
with the contracted arrangements under service level agreements because of changes in the vendor's organizational
structure, financial condition, support for existing products and services or strategic focus or for any other reason, could
be disruptive to our operations, which in turn could have a material negative impact on our financial condition and results
of operations. We also could be adversely affected to the extent such an agreement is not renewed by the third-party vendor
or is renewed on terms less favorable to us. Additionally, the bank regulatory agencies expect financial institutions to be
responsible for all aspects of our vendors’ performance, including aspects which they delegate to third parties. Disruptions
or failures in the physical infrastructure or operating systems that support our business and customers, or cyber-attacks or
security breaches of the networks, systems or devices that our customers use to access our products and services could
result in client attrition, regulatory fines, penalties or intervention, reputational damage, reimbursement or other
compensation costs, and/or additional compliance costs, any of which could materially adversely affect our results of
operations or financial condition.
Uncertainty relating to the London Interbank Offered Rate ("LIBOR") calculation process and potential phasing
out of LIBOR may adversely affect our results of operations.
We have certain FHLB advances, loans, interest rate swaps and investment securities, indexed to LIBOR to
calculate the interest rate. The continued availability of the LIBOR index is not guaranteed after 2021. We cannot predict
whether and to what extent banks will continue to provide LIBOR submissions to the administrator of LIBOR or whether
any additional reforms to LIBOR may be enacted. At this time, no consensus exists as to what rate or rates may become
acceptable alternatives to LIBOR (with the exception of overnight repurchase agreements, which are expected to be based
on the Secured Overnight Financing Rate, or SOFR) and it is impossible to predict the effect of any such alternatives on
the value of LIBOR-based securities and variable rate loans, subordinated debentures, or other securities or financial
arrangements, given LIBOR's role in determining market interest rates globally. SOFR is observed and backward looking,
which stands in contrast with LIBOR under the current methodology, which is an estimated forward-looking rate and
61
relies, to some degree, on the expert judgment of submitting panel members. Given that SOFR is a secured rate backed by
government securities, it will be a rate that does not take into account bank credit risk (as is the case with LIBOR). SOFR
is therefore likely to be lower than LIBOR and is less likely to correlate with the funding costs of financial institutions.
Whether or not SOFR attains market traction as a LIBOR replacement tool remains in question and the future of LIBOR
remains uncertain at this time. Uncertainty as to the nature of alternative reference rates and as to potential changes or
other reforms to LIBOR may adversely affect LIBOR rates and the value of LIBOR-based loans, and to a lesser extent
securities in our portfolio, and may impact the availability and cost of hedging instruments and borrowings. If LIBOR
rates are no longer available, and we are required to implement substitute indices for the calculation of interest rates under
our loan agreements with our borrowers or our existing borrowings, we may incur significant expenses in effecting the
transition, and may be subject to disputes or litigation with customers and creditors over the appropriateness or
comparability to LIBOR of the substitute indices, which could have an adverse effect on our results of operations.
Ineffective liquidity management could adversely affect our financial results and condition.
Effective liquidity management is essential for the operation of our business. We require sufficient liquidity to
meet customer loan requests, customer deposit maturities/withdrawals, payments on our debt obligations as they come
due, and other cash commitments under both normal operating conditions and other unpredictable circumstances causing
industry or general financial market stress. Our access to funding sources in amounts adequate to finance our activities on
terms that are acceptable to us could be impaired by factors that affect us specifically, or the financial services industry or
economy generally. Factors that could detrimentally impact our access to liquidity sources include a downturn in the
geographic markets in which our loans and operations are concentrated or difficult credit markets. Our access to deposits
may also be affected by the liquidity needs of our depositors. In particular, a majority of our liabilities are checking
accounts and other liquid deposits, which are payable on demand or upon several days’ notice, while by comparison, a
substantial majority of our assets are loans, which cannot be called or sold in the same time frame. Although we have
historically been able to replace maturing deposits and advances as necessary, we might not be able to replace such funds
in the future, especially if a large number of our depositors seek to withdraw their accounts, regardless of the reason. A
failure to maintain adequate liquidity could materially and adversely affect our business, results of operations, or financial
condition. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations -
Liquidity” of this Form 10-K.
Our growth or future losses may require us to raise additional capital in the future, but that capital may
not be available when it is needed or the cost of that capital may be very high.
We are required by federal regulatory authorities to maintain adequate levels of capital to support our
operations. At some point, we may need to raise additional capital or issue additional debt to support our growth or
replenish future losses. Our ability to raise additional capital or issue additional debt depends on conditions in the capital
markets, economic conditions, and a number of other factors, including investor perceptions regarding the banking
industry, market conditions, and governmental activities, and on our financial condition and performance. Such borrowings
or additional capital, if sought, may not be available to us or, if available, may not be on favorable terms.
Accordingly, we cannot make assurances that we will be able to raise additional capital or issue additional debt
if needed on terms that are acceptable to us, or at all. If we cannot raise additional capital or issue additional debt when
needed, our ability to further expand our operations could be materially impaired and our financial condition and liquidity
could be materially and adversely affected. In addition, any additional capital we obtain may result in the dilution of the
interests of existing holders of our common stock. Further, if we are unable to raise additional capital when required by
our bank regulators, we may be subject to adverse regulatory action.
The Company’s ability to pay dividends and make subordinated debt payments is subject to the ability of the
Bank to make capital distributions to the Company.
The Company is a separate legal entity from its subsidiary and does not have significant operations of its own.
The long-term ability of the Company to pay dividends to its stockholders and debt payments is based primarily upon the
ability of the Bank to make capital distributions to the Company, and also on the availability of cash at the holding company
level. The availability of dividends from the Bank is limited by the Bank’s earnings and capital, as well as various statutes
and regulations. In the event, the Bank is unable to pay dividends to the Company, the Company may not be able to pay
62
dividends on its common stock or make payments on its outstanding debt. Consequently, the inability to receive dividends
from the Bank could adversely affect the Company’s financial condition, results of operations, and future prospects. At
December 31, 2020, FS Bancorp, Inc. had $14.5 million in unrestricted cash to support dividend and debt payments.
The markets in which the Company operates are subject to the risk of flooding, mudslides, and other natural
disasters.
The Company’s offices are located in Washington. Also, most of the real and personal properties securing the
Company’s loans are located in Washington. Washington is prone to flooding, mudslides, brush fires, earthquakes, and
other natural disasters. In addition to possibly sustaining damage to its own properties, if there is a major flood, mudslide,
brush fire, earthquake or other natural disaster, the Company faces the risk that many of the Company’s borrowers may
experience uninsured property losses, or sustained job interruption and/or loss which may materially impair their ability
to meet the terms of their loan obligations. Therefore, a major flood, mudslide, brush fire, earthquake or other natural
disaster in Washington could have a material adverse effect on the Company’s business, financial condition, results of
operations, and cash flows.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
At December 31, 2020, the Company had one headquarter office and one administrative office which are owned
by the Company, one free-standing leased ATM, 21 full-service bank branches and five stand-alone loan production
offices, with an aggregate net book value of $27.3 million. The headquarters is located in Mountlake Terrace, in
Snohomish County, Washington. The administrative office is located in Aberdeen, in Grays Harbor County, Washington.
The 21 full-service bank branches are located in the following counties: three in Snohomish, two in King, two in Clallam,
two in Jefferson, two in Pierce, five in Grays Harbor, two in Thurston, one in Lewis, and two in Kitsap County. Of these
branch locations, 13 are owned and eight are leased facilities. Our stand-alone home lending offices are located in
Puyallup, in Pierce County, Bellevue, in King County, Port Orchard, in Kitsap County, and Everett, in Snohomish County
in the Puget Sound region and in the Tri-Cities (Kennewick), in Benton County in Eastern Washington. The stand-alone
loan production offices are leased facilities. The lease terms for our branch and loan production offices are not individually
material. The Company’s leases have remaining lease terms of four months to eight years, some of which include options
to extend the leases for up to five years. In the opinion of management, all properties are adequately covered by insurance,
are in a good state of repair and are suitable for the Company’s needs. For additional information see “Note 5 - Premises
and Equipment” of the Notes to Consolidated Financial Statements included in “Item 8. Financial Statements and
Supplementary Data” of this Form 10 K.
The Company maintains depositor and borrower customer files on an on-line basis, utilizing a
telecommunications network, portions of which are leased. The book value of all data processing and computer equipment
utilized by the Company at December 31, 2020 was $1.2 million. Management has a business continuity plan in place
with respect to the data processing system, as well as the Company’s operations as a whole.
Item 3. Legal Proceedings
Because of the nature of our activities, the Company is subject to various pending and threatened legal actions,
which arise in the ordinary course of business. From time to time, subordination liens may create litigation which requires
us to defend our lien rights. In the opinion of management, liabilities arising from these claims, if any, will not have a
material effect on our financial position.
Item 4. Mine Safety Disclosures
Not applicable.
63
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
The Company’s common stock is traded on The NASDAQ Stock Market LLC’s Global Market, under the symbol
“FSBW.” At December 31, 2020, there were 4,237,956 shares of common stock issued and outstanding and approximately
227 shareholders of record based upon securities position listings furnished to us by our transfer agent. This total does not
reflect the number of persons or entities who hold stock in nominee or “street name” accounts with brokers.
Common shares outstanding of 4,156,943 were calculated using shares outstanding at December 31, 2020, of
4,237,956, less 55,092 of unvested restricted stock shares, and 25,921 unallocated ESOP shares. Common shares of
4,366,984 were calculated using shares outstanding at December 31, 2019, of 4,459,041, less 40,215 of unvested restricted
stock shares, and 51,842 unallocated ESOP shares.
1st Security Bank of Washington is a wholly-owned subsidiary of FS Bancorp. Under federal regulations, the
dollar amount of dividends 1st Security Bank of Washington may pay to FS Bancorp depends upon its capital position and
recent net income. Generally, if 1st Security Bank of Washington satisfies its regulatory capital requirements, it may make
dividend payments up to the limits prescribed by state law and FDIC regulations. See “Item 1. Business - How We Are
Regulated - Regulation of 1st Security Bank of Washington - Dividends” and “Regulation and Supervision of FS Bancorp -
Restrictions on Dividends and Stock Repurchases.”
Our cash dividend policy is reviewed by management and the Board of Directors. Any dividends declared and
paid in the future would depend upon a number of factors including capital requirements, the Company’s financial
condition and results of operations, tax considerations, statutory and regulatory limitations, and general economic
conditions. No assurances can be given that any dividends will be paid or that, if paid, will not be reduced or eliminated
in future periods. Our future payment of dividends may depend, in part, upon receipt of dividends from the Bank, which
are restricted by federal regulations. Management’s projections show an expectation that cash dividends will continue for
the foreseeable future.
Issuer Purchases of Equity Securities.
On September 17, 2020, the Company announced that its Board of Directors authorized the repurchase of up to
$5.0 million of the Company’s outstanding shares authorized and outstanding. The repurchase program permits shares to
be repurchased in open market or private transactions, through block trades, from time to time until March 31, 2021,
depending on market conditions and other factors, and pursuant to any trading plan that may be adopted in accordance
with Rule 10b5-1 of the SEC.
The following table summarizes common stock repurchases during the quarter ended December 31, 2020:
Maximum
Period
October 1, 2020 - October 31, 2020
November 1, 2020 - November 30, 2020
December 1, 2020 - December 31, 2020
Total for the quarter
Total Number Dollar Value of
Shares that
Average Repurchased as May Yet Be
Price Part of Publicly Repurchased
of Shares
Total Number
of Shares
Purchased
22,263
2,872
—
Paid per
Share
$ 44.57
46.45
—
25,135 $ 44.78
Announced
Plan
22,263
$
2,872
—
25,135 $
Under the
Plan
3,560,654
3,427,254
—
3,427,254
64
Equity Compensation Plan Information. The equity compensation plan information presented under
subparagraph (d) in Part III, Item 12 of this report is incorporated herein by reference.
Performance Graph. The following graph compares the cumulative total shareholder return on the Company’s
common stock with the cumulative total return on the NASDAQ S&P 500 Index (U.S. Stock), SNL U.S. Bank NASDAQ
Index, and the SNL Thrift Index. Total return assumes the reinvestment of all dividends and that the value of common
stock and bank index was $100 on December 31, 2015.
Source: SNL Financial LC, Charlottesville, VA
Index
FS Bancorp, Inc.
S&P 500 Index
SNL Bank $1B-$5B
SNL Thrift $1B-$5B
12/31/15 12/31/16 12/31/17 12/31/18 12/31/19 12/31/20
224.91
203.04
138.81
93.62
214.88
136.40
153.37
138.06
140.21
111.96
143.87
136.30
100.00
100.00
100.00
100.00
256.84
171.49
163.35
116.56
170.49
130.42
134.37
96.07
65
Item 6. Selected Financial Data
The following table sets forth certain information concerning the Company’s consolidated financial position and
results of operations at and for the dates indicated and have been derived from the audited consolidated financial
statements. The information below is qualified in its entirety by the detailed information included elsewhere herein and
should be read along with “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations” and “Item 8. Financial Statements and Supplementary Data.”
(In thousands)
Selected Financial Condition Data:
Total assets
Loans receivable, net(1)
Loans held for sale, at fair value
Securities available-for-sale, at fair value
Securities held-to-maturity
FHLB stock, at cost
Deposits
Borrowings
Subordinated note, net
Total stockholders’ equity
2020
2019
2018
2017
2016
At December 31,
$ 2,113,241 $ 1,713,056 $ 1,621,644 $ 981,783 $ 827,926
593,317
52,553
81,875
—
2,719
712,593
12,670
9,825
81,033
1,544,981
166,448
178,018
7,500
7,439
1,674,071
165,809
10,000
230,007
1,336,346
69,699
126,057
—
8,045
1,392,408
84,864
9,885
200,242
1,312,519
51,195
97,205
—
9,887
1,274,219
137,149
9,865
180,038
761,558
53,463
82,480
—
2,871
829,842
7,529
9,845
122,002
Year Ended December 31,
2017
2018
2019
2020
2016
$ 88,837 $ 89,625 $ 62,326 $ 46,181 $ 38,020
4,163
33,857
2,400
31,457
3,391
—
19,058
—
146
—
(In thousands)
Selected Operations Data:
Total interest and dividend income
Total interest expense
Net interest income
Provision for loan losses
Net interest income after provision for loan losses
Service charges and fee income
Bargain purchase gain
Gain on sale of loans
Loss on disposed fixed assets
Gain on sale of investment securities
Gain on sale of mortgage servicing rights
Earnings on cash surrender value of Bank Owned Life
Insurance
Other noninterest income
Total noninterest income
Total noninterest expense
Income before provision for income taxes
Provision for income taxes
Net income
___________________________
(1) Net of allowances for loan losses, loans in process and deferred loan costs, fees, premiums, and discounts.
282
692
23,569
38,923
16,103
5,604
$ 39,264 $ 22,717 $ 24,347 $ 14,085 $ 10,499
14,717
74,120
13,036
61,084
2,373
—
48,842
—
300
—
10,228
52,098
1,540
50,558
3,233
7,414
14,861
(71)
171
—
4,933
41,248
750
40,498
3,548
—
17,985
—
380
1,062
19,317
70,308
2,880
67,428
6,554
—
14,248
(26)
32
—
274
825
24,074
43,993
20,579
6,494
413
829
26,850
48,838
28,570
4,223
870
2,974
55,359
66,593
49,850
10,586
872
1,355
23,035
62,333
28,130
5,413
66
At or For the
Year Ended December 31,
2017
2018
2019
2016
2020
1.31 %
2.02 %
1.53 %
1.38 %
2.07 %
134.60
61.86
2.42
131.42
66.78
1.74
133.62
51.43
2.48
13.84
4.97
0.74
4.23
4.43
4.87
14.80
5.21
0.76
4.45
4.65
4.76
11.92
5.77
1.64
4.13
4.53
3.78
18.15
5.52
1.22
4.30
4.61
4.16
18.74
4.82
1.07
3.75
4.02
3.43
Selected Financial Ratios and Other Data
Performance ratios:
Return on assets (ratio of net income to average
total assets)
Return on equity (ratio of net income to average
equity)
Yield on average interest-earning assets
Rate paid on average interest-bearing liabilities
Net interest rate spread
Net interest margin(1)
Operating expense to average total assets
Average interest-earning assets to average
interest-bearing liabilities
Efficiency ratio(2)
Margin on loans sold (3)
Asset quality ratios:
Nonperforming assets to total assets at end of
period(4)
0.37 %
Nonperforming loans to total gross loans(5)
0.49
Allowance for loan losses to nonperforming loans(5) 337.22
1.66
Allowance for loan losses to gross loans receivable
Capital ratios:
Equity to total assets at end of period
Average equity to average assets
Other data:
Number of full-service offices
Full-time equivalent employees
Net income per common share:
Basic
Diluted
Book values:
Book value per common share
____________________________
(1) Net interest income divided by average interest-earning assets.
(2) Total noninterest expense as a percentage of net interest income and total other noninterest income.
(3) Cash margins on loans sold net of deferred fees/costs.
(4) Nonperforming assets consists of nonperforming loans (which include nonaccruing loans and accruing loans more
0.11 %
0.13
1,035.23
1.39
0.09 %
0.12
1,416.23
1.69
0.19 %
0.22
436.17
0.98
0.28 %
0.29
317.13
0.93
$ 55.33 (10) $ 45.85 (9) $ 41.19 (8) $
136.88
67.35
2.50
135.96
67.78
2.64
11.10 %
11.42
11.69 %
11.55
10.88 %
10.80
12.43 %
10.30
9.79 %
9.49
9.14
8.97
5.13
5.01
3.63
3.51
6.58
6.29
4.55
4.28
21
506
21
424
21
452
11
326
34.47 (7) $
11
306
28.32 (6)
$
$
$
$
$
$
$
$
$
$
than 90 days past due), foreclosed real estate and other repossessed assets.
(5) Nonperforming loans consists of nonaccruing loans and accruing loans more than 90 days past due.
(6) Book value per common share was calculated using shares outstanding of 3,242,120 at December 31, 2016, less
68,763 shares of restricted stock, and unallocated employee stock ownership plan (“ESOP”) shares of 129,605.
(7) Book value per common share was calculated using shares outstanding of 3,680,152 at December 31, 2017, less
36,842 shares of restricted stock, and unallocated ESOP shares of 103,684.
(8) Book value per common share was calculated using shares outstanding of 4,492,478 at December 31, 2018, less
43,421 shares of restricted stock, and unallocated ESOP shares of 77,763.
(9) Book value per common share was calculated using shares outstanding of 4,459,041 at December 31, 2019, less
40,215 shares of restricted stock, and unallocated ESOP shares of 51,842.
(10) Book value per common share was calculated using shares outstanding of 4,237,956 at December 31, 2020, less
55,092 shares of restricted stock, and unallocated ESOP shares of 25,921.
67
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This discussion and analysis reviews 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 Consolidated Financial Statements and footnotes thereto that appear in Item 8 of this Form 10-K.
The information contained in this section should be read in conjunction with these Consolidated Financial Statements and
footnotes and the business and financial information provided in this Form 10-K.
Overview
FS Bancorp, Inc. and its subsidiary bank, 1st Security Bank of Washington have been serving the Puget Sound area since
1936. Originally chartered as a credit union, known as Washington’s Credit Union, the credit union served various select
employment groups. On April 1, 2004, the credit union converted to a Washington state-chartered mutual savings bank.
On July 9, 2012, the Bank converted from mutual to stock ownership and became the wholly owned subsidiary of FS
Bancorp, Inc.
The Company is relationship-driven, delivering banking and financial services to local families, local and regional
businesses and industry niches within distinct Western Washington communities, predominately, the Puget Sound area,
and one loan production office located in the Tri-Cities, Washington.
The Company also maintains its long-standing indirect consumer lending platform which operates throughout the West
Coast. The Company emphasizes long-term relationships with families and businesses within the communities served,
working with them to meet their financial needs. The Company is also actively involved in community activities and
events within these market areas, which further strengthens our relationships within those markets.
The Company focuses on diversifying revenues, expanding lending channels, and growing the banking franchise.
Management remains focused on building diversified revenue streams based upon credit, interest rate, and concentration
risks. Our business plan remains as follows:
• Growing and diversifying our loan portfolio;
• Maintaining strong asset quality;
• Emphasizing lower cost core deposits to reduce the costs of funding our loan growth;
• Capturing our customers’ full relationship by offering a wide range of products and services by leveraging
our well-established involvement in our communities and by selectively emphasizing products and services
designed to meet our customers’ banking needs; and
• Expanding the Company’s markets.
The Company is a diversified lender with a focus on the origination of one-to-four-family loans, commercial real estate
mortgage loans, second mortgage or home equity loan products, consumer loans, including indirect home improvement
(“fixture secured”) loans which also include solar-related home improvement loans, marine lending, and commercial
business loans. As part of our expanding lending products, the Company experienced growth in residential mortgage and
commercial construction warehouse lending consistent with our business plan to further diversify revenues. Historically,
consumer loans, in particular, fixture secured loans had represented the largest portion of the Company’s loan portfolio
and had traditionally been the mainstay of the Company’s lending strategy. At December 31, 2020, consumer loans
represented 23.8% of the Company’s total gross loan portfolio, down slightly from 24.1% at December 31, 2019, due in
part to growth in real estate and commercial business loans during the year ended December 31, 2020. In recent years, the
Company has placed more of an emphasis on real estate lending products, such as one-to-four-family loans, commercial
real estate loans, construction and development loans, including speculative residential construction loans, as well as
commercial business loans, while growing the current size of the consumer loan portfolio. At December 31, 2020, real
estate loans represented 58.8% of the Company’s total gross loan portfolio.
68
Fixture secured loans to finance window, gutter, siding replacement, solar panels, pools, and other improvement
renovations are a large and regionally expanding segment of the consumer loan portfolio. These fixture secured consumer
loans are dependent on the Bank’s contractor/dealer network of 143 active dealers located throughout Washington, Oregon,
California, Idaho, Colorado, Arizona, Nevada, and Minnesota with four contractor/dealers responsible for 39.2% of the
funded loans dollar volume for the year ended December 31, 2020. The Company funded $185.7 million, or approximately
8,000 loans during the year ended December 31, 2020. The following table details fixture secured loan originations by
state for the periods indicated:
State
Washington
Oregon
California
Idaho
Colorado
Arizona
Nevada
Minnesota
For the Twelve Months Ended
December 31, 2020
For the Twelve Months Ended
December 31, 2019
Amount
Percent
Amount
Percent
$
79,063
48,272
37,835
10,681
5,005
2,728
1,222
918
185,724
42.6 % $
26.0
20.4
5.7
2.7
1.5
0.6
0.5
100.0 % $
66,834
43,036
34,027
9,371
3,493
2,586
—
—
159,347
41.9 %
27.0
21.4
5.9
2.2
1.6
—
—
100.0 %
Total consumer loans
$
The Company originates one-to-four-family residential mortgage loans through referrals from real estate agents, financial
planners, builders, and from existing customers. Retail banking customers are also an important source of the Company’s
loan originations. The Company originated $1.87 billion of one-to-four-family loans which includes loans held for sale,
loans held for investment, and fixed seconds in addition to loans brokered to other institutions of $10.1 million through
the home lending segment during the year ended December 31, 2020, of which $1.64 billion were sold to investors. Of the
loans sold to investors, $1.48 billion were sold to the FNMA, FHLMC, FHLB, and/or GNMA with servicing rights retained
for the purpose of further developing these customer relationships. At December 31, 2020, one-to-four-family residential
mortgage loans held for investment, which excludes loans held for sale of $166.4 million, totaled $311.1 million, or 19.8%,
of the total gross loan portfolio.
For the year ended December 31, 2020, there were higher volumes of refinances and sales of one-to-four-family homes,
compared to the prior years’ surge in construction loans due to lower housing inventories. Residential construction and
development lending, while not as common as other options like one-to-four-family loans, will continue to be an important
element in our total loan portfolio, and we will continue to take a disciplined approach by concentrating our efforts on
loans to builders and developers in our market areas known to us. These short-term loans typically mature in six to twelve
months. In addition, the funding is usually not fully disbursed at origination, thereby reducing our net loans receivable in
the short-term.
The Company is significantly affected by prevailing economic conditions, as well as government policies and regulations
concerning, among other things, monetary and fiscal affairs. Deposit flows are influenced by a number of factors, including
interest rates paid on time deposits, other investments, account maturities, and the overall level of personal income and
savings. Lending activities are influenced by the demand for funds, the number and quality of lenders, and regional
economic cycles. Sources of funds for lending activities include primarily deposits, including brokered deposits,
borrowings, payments on loans, and income provided from operations.
The Company’s earnings are primarily dependent upon net interest income, the difference between interest income and
interest expense. Interest income is a function of the balances of loans and investments outstanding during a given period
and the yield earned on these loans and investments. Interest expense is a function of the amount of deposits and
borrowings outstanding during the same period and interest rates paid on these deposits and borrowings. The significant
150 basis point reduction in the targeted federal funds rate during the quarter ended March 31, 2020, resulted in a larger
impact to our interest-earning assets than to our interest-bearing liabilities, thereby decreasing our net interest margin to
4.02% for the year ended December 31, 2020, as compared to 4.53% for the year ended December 31, 2019. In addition,
our net interest margin was adversely impacted by the low loan yields from the PPP loan portfolio. The continuing low
69
interest rate environment is expected to continue to put downward pressure on loan yields and the yields on other floating
rate interest earning assets as well. Further because the length of the COVID-19 pandemic and the efficacy of the
extraordinary measures being put in place to address its economic consequences are unknown, including the 150 basis
point reductions in the targeted federal funds rate in March 2020, until the pandemic subsides the Company expects its net
interest income and net interest margin will be adversely affected in 2021 and possibly longer.
Another significant influence on the Company’s earnings is fee income from mortgage banking activities. The Company’s
earnings are also affected by the provision for loan losses, service charges and fees, gains from sales of assets, operating
expenses and income taxes. The Company recorded a provision of $13.0 million for the year ended December 31, 2020,
compared to $2.9 million for the same period one year ago, due primarily to the incurred but not yet experienced probable
loan losses reflecting credit deterioration due to the adverse impact of the COVID-19 pandemic, the increase in the loan
portfolio due to organic growth, and net loan charge-offs.
Highlights in Response to the COVID-19 Pandemic
Due to the current global situation surrounding the COVID-19 pandemic, the Company is offering a variety of relief
options designed to support our customers and the communities we serve.
Paycheck Protection Program ("PPP") Participation. In response to the COVID-19 pandemic, the Bank is committed
to providing assistance to its customers. Under the CARES Act, as a qualified SBA lender, the Company was automatically
authorized to originate PPP loans upon commencement of the program in April 2020. The PPP program initially concluded
on August 8, 2020. At December 31, 2020, the Company had 423 PPP loans totaling $62.1 million for customers who are
small- to mid-size businesses as well as independent contractors, sole proprietors and partnerships as allowed under the
PPP guidance issued in April 2020. The CAA 2021 renewed and extended the PPP until March 31, 2021 by authorizing
an additional $284.5 billion for the program. As a result, in January 2021, the Bank began accepting and processing loan
applications under this second PPP program. The SBA has recently released a simplified forgiveness process for PPP loans
of $150,000 or less. At December 31, 2020, the Bank held 352 of PPP loans of $150,000 or less with a combined balance
of $16.6 million. We will also continue working with our customers to assist them with accessing other borrowing options,
including SBA and other government sponsored lending programs, as appropriate.
We have utilized the Federal Reserve’s PPPLF, pursuant to which the Company has pledged its PPP loans as collateral at
face value to obtain Federal Reserve Bank of San Francisco (“FRB”) non-recourse loans. For additional information
regarding the PPPLF, see the discussion included in “Note 9 - Debt” to the Notes to Consolidated Financial Statements
included in Part II. Item 8 of this report.
Allowance for Loan Losses and Loan Modifications
The Company recorded a provision of $1.6 million and $13.0 million for the quarter and year ended December 31, 2020,
respectively, compared to $647,000 and $2.9 million for the quarter and year ended December 31, 2019, respectively, due
primarily to probable loan losses reflecting the adverse impact of the COVID-19 pandemic on the economy. According
to the CARES Act and related banking agency guidance, banks are not required to designate as TDRs the modification of
loans as a result of the COVID-19 pandemic, made on a good faith basis to borrowers who were current, as defined under
the CARES Act prior to any relief. This includes short-term (e.g. less than six months) modifications such as payment
deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant. Borrowers are
considered current under the CARES Act and related banking agency guidance if they are not more than 30 days past due
on their contractual payments as of December 31, 2019, or prior to any relief, respectively, and have experienced financial
difficulty as a result of COVID-19. As of December 31, 2020, the amount of portfolio loans remaining under
payment/relief agreements includes commercial real estate loans of $31.2 million, commercial business loans of $12.8
million, a portfolio one-to-four-family loan of $308,000, and consumer loans of $392,000. The primary method of relief
is to allow the borrower up to 90-days of interest only payments and/or loan payment deferments, and, on a more limited
basis, waived interest, late fees, or interest only loan payments and suspended foreclosure proceedings. These
modifications were not classified as TDRs at December 31, 2020 in accordance with the guidance of the CARES Act and
related banking agency guidance. All loans modified due to COVID-19 are separately monitored and any request for
continuation of relief beyond the initial modification will be reassessed at that time to determine if a further modification
70
should be granted and if a downgrade in risk rating is appropriate. Loan modifications in accordance with the CARES Act
and related banking agency guidance are still subject to an evaluation in regard to determining whether or not a loan is
deemed to be impaired.
Branch Operations and Additional Client Support
We have taken various steps to ensure the safety of our customers and our personnel. The majority of our employees are
working remotely or have flexible work schedules, and we have established protective measures within our offices to help
ensure the safety of those employees who must work on-site. The Families First Coronavirus Response Act also provides
additional flexibility to our employees to help navigate their individual challenges with paid sick leave or expanded family
and medical leave for specified reasons related to COVID-19. All of our branches are currently open.
Overdraft and fee reversals are waived on a case-by-case basis. We are cautious when paying overdrafts beyond the client's
total deposit relationship, overdraft protection options or their overdraft coverage limits.
Critical Accounting Policies and Estimates
Certain of the Company’s accounting policies are important to the portrayal of the Company’s financial condition and
result of operations, since they require management to make difficult, complex or subjective judgments, some of which
may relate to matters that are inherently uncertain. Estimates associated with these policies are susceptible to material
changes as a result of changes in facts and circumstances. Facts and circumstances which could affect these judgments
include, but are not limited to, changes in interest rates, changes in the performance of the economy, and changes in the
financial condition of borrowers. Management believes that its critical accounting policies and estimates include the
following:
Allowance for Loan and Lease Losses (“ALLL”). The ALLL is the amount estimated by management as necessary to
cover probable losses inherent in the loan portfolio at the balance sheet date. The ALLL is established through the provision
for loan losses, which is charged to income. A high degree of judgment is necessary when determining the amount of the
ALLL. Among the material estimates required to establish the ALLL are: loss exposure at default; the amount and timing
of future cash flows on impacted loans; value of collateral; and determination of loss factors to be applied to the various
elements of the portfolio. All of these estimates are susceptible to significant change. Management reviews the level of the
ALLL at least quarterly and establishes the provision for loan losses based upon an evaluation of the portfolio, past loss
experience, current economic conditions, and other factors related to the collectability of the loan portfolio. Although the
Company believes that the best information available currently is used to establish the ALLL, future adjustments to the
ALLL may be necessary if economic or other conditions change. As the Company adds new products to the loan portfolio
and expands the Company’s market area, management intends to enhance and adapt the methodology to keep pace with
the size and complexity of the loan portfolio. Changes in any of the above factors could have a significant effect on the
calculation of the ALLL in any given period. Management believes that its systematic methodology continues to be
appropriate.
Servicing Rights. Servicing assets are recognized as separate assets when rights are acquired through the purchase or
through the sale of financial assets. Generally, purchased servicing rights are capitalized at the cost to acquire the rights.
For sales of mortgage loans, the value of servicing is capitalized during the month of sale. Fair value is based on market
prices for comparable mortgage contracts, when available, or alternatively, is based on a valuation model that calculates
the present value of estimated future net servicing income. The valuation model incorporates assumptions that market
participants would use in estimating future net servicing income, such as the cost to service, the discount rate, the custodial
earnings rate, an inflation rate, ancillary income, prepayment speeds, and default rates and losses.
Servicing assets are evaluated quarterly for impairment based upon the fair value of the rights as compared to amortized
cost. Impairment is determined by stratifying rights into tranches based on predominant characteristics, such as interest
rate, loan type, and investor type. Impairment is recognized through a valuation allowance for an individual tranche, to the
extent that fair value is less than the capitalized amount for the tranches. If the Company later determines that all or a
portion of the impairment no longer exists for a particular tranche, a reduction of the allowance may be recorded as a
recovery and an increase to income. Capitalized servicing rights are stated separately on the Consolidated Balance Sheets
71
and are amortized into noninterest income in proportion to, and over the period of, the estimated future net servicing
income of the underlying financial assets.
Derivative and Hedging Activity. Accounting Standards Codification (“ASC”) 815, “Derivatives and Hedging,” requires
that derivatives of the Company be recorded in the consolidated financial statements at fair value. Management considers
its accounting policy for derivatives to be a critical accounting policy because these instruments have certain interest rate
risk characteristics that change in value based upon changes in the capital markets. Fair values for derivative assets and
liabilities are measured on a recurring basis. The Company’s primary use of derivative instruments are related to the
mortgage banking activities in the form of commitments to extend credit, commitments to sell loans, To-Be-Announced
(“TBA”) mortgage-backed securities trades and option contracts to mitigate the risk of the commitments to extend credit.
Estimates of the percentage of commitments to extend credit on loans to be held for sale that may not fund are based upon
historical data and current market trends. The fair value adjustments of the derivatives are recorded in the Consolidated
Statements of Income with offsets to other assets or other liabilities on the Consolidated Balance Sheets.
Derivative instruments not related to mortgage banking activities primarily relate to interest rate swap agreements
accounted for as cash flow hedges. To qualify for hedge accounting, derivatives must be highly effective at reducing the
risk associated with the exposure being hedged and must be designated as a hedge at the inception of the derivative
contract. If derivative instruments are designated as cash flow hedges, fair value adjustments related to the effective portion
are recorded in other comprehensive income and are reclassified to earnings when the hedged transaction is reflected in
earnings. Ineffective portions of cash flow hedges are reflected in earnings as they occur. Actual cash receipts and/or
payments and related accruals on derivatives related to hedges are recorded as adjustments to the interest income or interest
expense associated with the hedged item. During the life of the hedge, the Company formally assesses whether derivatives
designated as hedging instruments continue to be highly effective in offsetting changes in the fair value or cash flows of
hedged items. If it is determined that a hedge has ceased to be highly effective, the Company will discontinue hedge
accounting prospectively. At such time, previous adjustments to the carrying value of the hedged item are reversed into
current earnings and the derivative instrument is reclassified to a trading position recorded at fair value. For derivatives
not designated as hedges, changes in fair value are recognized in earnings, in noninterest income.
Fair Value. ASC 820, “Fair Value Measurements and Disclosures,” establishes a hierarchical disclosure framework
associated with the level of pricing observability utilized in measuring financial instruments at fair value. The degree of
judgment utilized in measuring the fair value of financial instruments generally correlates to the level of pricing
observability. Financial instruments with readily available active quoted prices or for which fair value can be measured
from actively quoted prices generally will have a higher degree of pricing observability and a lesser degree of judgment
utilized in measuring fair value. Conversely, financial instruments rarely traded or not quoted will generally have little or
no pricing observability and a higher degree of judgment utilized in measuring fair value. Pricing observability is impacted
by a number of factors, including the type of financial instrument, whether the financial instrument is new to the market
and not yet established and the characteristics specific to the transaction. The objective of a fair value measurement is to
estimate the price at which an orderly transaction to sell the asset or to transfer the liability would take place between
market participants at the measurement date under current market conditions (that is, an exit price at the measurement date
from the perspective of a market participant that holds the asset or owes the liability). For additional details, see “Note 15
- Fair Value Measurement” of the Notes to Consolidated Financial Statements included in “Item 8. Financial Statements
and Supplementary Data” of this Form 10-K for additional information about the level of pricing transparency associated
with financial instruments carried at fair value.
Income Taxes. Income taxes are reflected in the Company’s consolidated financial statements to show the tax effects of
the operations and transactions reported in the consolidated financial statements and consist of taxes currently payable
plus deferred taxes. ASC 740, “Accounting for Income Taxes,” requires the asset and liability approach for financial
accounting and reporting for deferred income taxes. Deferred tax assets and liabilities result from temporary differences
between the financial statement carrying amounts and the tax bases of assets and liabilities. They are reflected at currently
enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized
or settled and are determined using the assets and liability method of accounting. The deferred income provision represents
the difference between net deferred tax asset/liability at the beginning and end of the reported period. In formulating the
deferred tax asset, the Company is required to estimate income and taxes in the jurisdiction in which the Company operates.
This process involves estimating the actual current tax exposure for the reported period together with assessing temporary
72
differences resulting from differing treatment of items, such as depreciation and the provision for loan losses, for tax and
financial reporting purposes.
Deferred tax assets and liabilities occur when taxable income is larger or smaller than reported income on the income
statements due to accounting valuation methods that differ from tax, as well as tax rate estimates and payments made
quarterly and adjusted to actual at the end of the year. Deferred tax assets and liabilities are temporary differences
deductible or payable in future periods. The Company had net deferred tax liabilities of $58,000 and $2.0 million at
December 31, 2020 and 2019, respectively.
The Company’s accounting policies are discussed in detail in “Note 1 - Basis of Presentation and Summary” of the Notes
to Consolidated Financial Statements included in “Item 8. Financial Statements and Supplementary Data” of this
Form 10-K.
Our Business and Operating Strategy and Goals
The Company’s primary objective is to operate 1st Security Bank of Washington as a well capitalized, profitable,
independent, community-oriented financial institution, serving customers in its primary market area defined generally as
the greater Puget Sound market area. The Company’s strategy is to provide innovative products and superior customer
service to small businesses, industry and geographic niches, and individuals located in its primary market area. Services
are currently provided to communities through the main office and 21 full-service bank branches and are supported with
24/7 access to on-line banking and participation in a worldwide ATM network.
The Company focuses on diversifying revenues, expanding lending channels, and growing the banking franchise.
Management remains focused on building diversified revenue streams based upon credit, interest rate, and concentration
risks. The Board of Directors seeks to accomplish the Company’s objectives through the adoption of a strategy designed
to improve profitability and maintain a strong capital position and high asset quality. This strategy primarily involves:
Growing and diversifying the loan portfolio and revenue streams. The Company is transitioning lending
activities from a predominantly consumer-driven model to a more diversified consumer and business model by
emphasizing three key lending initiatives: expansion of commercial business lending programs, increasing in-
house originations of residential mortgage loans primarily for sale into the secondary market through the
mortgage banking program; and commercial real estate lending. Additionally, the Company seeks to diversify
the loan portfolio by increasing lending to small businesses in the market area, as well as residential construction
lending.
Maintaining strong asset quality. The Company believes that strong asset quality is a key to long-term financial
success. The percentage of nonperforming loans to total gross loans were 0.49% and 0.22% at December 31,
2020 and 2019, respectively. The percentage of nonperforming assets to total assets were 0.37% and 0.19% at
December 31, 2020 and 2019, respectively. The Company has actively managed the delinquent loans and
nonperforming assets by aggressively pursuing the collection of consumer debts and marketing saleable
properties upon which were foreclosed or repossessed, work-outs of classified assets and loan charge-offs. In the
past several years, the Company also began emphasizing consumer loan originations to borrowers with higher
credit scores, generally credit scores over 720 (although the policy allows us to go lower). Although the Company
plans to place more emphasis on certain lending products, such as commercial and multi-family real estate loans,
construction and development loans, including speculative residential construction loans, and commercial
business loans, while growing the current size of the one-to-four-family residential mortgage loans and the
consumer loan portfolios, the Company continues to manage its credit exposures through the use of experienced
bankers and an overall conservative approach to lending.
Emphasizing lower cost core deposits to reduce the costs of funding loan growth. The Company offers personal
and business checking accounts, NOW accounts and savings and money market accounts, which generally are
lower-cost sources of funds than certificates of deposit, and are less sensitive to withdrawal when interest rates
fluctuate. In order to build a core deposit base, the Company is pursuing a number of strategies. First, a diligent
attempt to recruit all commercial loan customers to maintain a deposit relationship with the Company, generally
a business checking account relationship to the extent practicable, for the term of their loan. Second, interest rate
73
promotions are provided on savings and checking accounts from time to time to encourage the growth of these
types of deposits. Third, by hiring experienced personnel with relationships in the communities we serve.
Capturing customers’ full relationship. The Company offers a wide range of products and services that provide
diversification of revenue sources and solidify the relationship with the Bank’s customers. The Company focuses
on core retail and business deposits, including savings and checking accounts, that lead to long-term customer
retention. As part of the commercial lending process, cross-selling the entire business banking relationship,
including deposit relationships and business banking products, such as online cash management, treasury
management, wires, direct deposit, payment processing and remote deposit capture. The Company’s mortgage
banking program also provides opportunities to cross-sell products to new customers.
Expanding the Company’s markets. In addition to deepening relationships with existing customers, the
Company intends to expand business to new customers by leveraging the Company’s well-established
involvement in the community and by selectively emphasizing products and services designed to meet their
banking needs. The Company also intends to pursue expansion in other market areas through selective growth of
the home lending network.
Comparison of Financial Condition at December 31, 2020 and December 31, 2019
Assets. Total assets increased $400.2 million, to $2.11 billion at December 31, 2020, from $1.71 billion at December 31,
2019, primarily due to increases in loans receivable, net of $208.6 million, loans held for sale of $96.7 million, securities
available-for-sale of $52.0 million, total cash and cash equivalents of $45.8 million, securities held-to-maturity of $7.5
million, accrued interest receivable of $1.1 million, and servicing rights of $1.0 million, partially offset by decreases in
certificates of deposit at other financial institutions of $8.6 million, other assets of $2.0 million and premises and equipment
of $1.4 million. The increase in total assets were primarily funded by deposit growth, the use of PPPLF, and FHLB
borrowings.
Loans receivable, net, increased $208.6 million, to $1.54 billion at December 31, 2020, from $1.34 billion at December 31,
2019. Total real estate loans increased $101.4 million, including increases in one-to-four-family portfolio loans of $49.6
million, which includes adjustable rate mortgage loans purchased in the first quarter of 2020 with a balance of $17.2
million at December 31, 2020, commercial real estate loans of $12.0 million, construction and development loans of $37.3
million, and home equity loans of $4.9 million, partially offset by a decrease in multi-family loans of $2.3 million.
Undisbursed construction and development loan commitments increased $48.6 million, or 51.2%, to $143.7 at December
31, 2020, as compared to $95.0 million at December 31, 2019. Commercial business loans increased $71.9 million, due to
increases in commercial and industrial loans of $83.9 million, reflecting primarily PPP loans of $62.1 million originated
in the second and third quarters of 2020 and the purchase of a U.S. Department of Agriculture guaranteed loan in the first
quarter of 2020 with a balance of $3.6 million at December 31, 2020, partially offset by the decrease in warehouse lending
of $12.0 million. Consumer loans increased $49.0 million, primarily due to increases of $31.3 million in indirect home
improvement loans and $18.6 million in marine loans.
Loans held for sale, consisting of one-to-four-family loans, increased by $96.7 million, or 138.8%, to $166.4 million at
December 31, 2020, compared to $69.7 million for the prior year primarily due to increased loan production. The Company
continues to expand its home lending operations by hiring additional lending staff and will continue selling one-to-four-
family mortgage loans into the secondary market for asset/liability management purposes.
One-to-four-family loan originations included $1.73 billion of loans originated for sale, $132.3 million of portfolio loans
including first and second liens, and $10.1 million of loans brokered to other institutions. Refinance activity increased
significantly over the last year in response to decreases in market interest rates.
74
Originations of one-to-four-family loans to purchase and to refinance a home for the periods indicated were as follows:
Purchase
Refinance
Total
For the Year Ended
December 31, 2019
For the Year Ended
December 31, 2020
Amount
$
731,820
1,141,277
$ 1,873,097
Percent Amount Percent
62.2 %
$ 554,790
37.8
336,568
100.0 %
$ 891,358
39.1 %
60.9
100.0 %
Year
Year
over Year
over Year
$ Change % Change
31.9
239.1
110.1
$ 177,030
804,709
$ 981,739
During the year ended December 31, 2020, the Company sold $1.64 billion of one-to-four-family loans, compared to sales
of $785.4 million for the same period one year ago. In addition, the cash margin on loans sold, net of deferred fees and
capitalized expenses, increased to 2.48% for the year ended December 31, 2020, compared to 1.74% for the year ended
December 31, 2019. Margin reported is based on actual loans sold into the secondary market and the related value of
capitalized servicing, partially offset by recognized deferred loans fees and capitalized expenses. The gross cash margins
on loans sold, were 4.25% and 3.34% for the year ended December 31, 2020 and 2019, respectively. Gross cash margins
on loans sold is defined as the margin on loans sold without the impact of deferred loan fees and costs.
The ALLL was $26.2 million, or 1.66% of gross loans receivable, excluding loans held for sale at December 31, 2020,
compared to $13.2 million, or 0.98% of gross loans receivable, excluding loans held for sale, at December 31, 2019.
Substandard loans increased to $17.6 million at December 31, 2020, compared to $6.7 million at December 31, 2019. This
increase in substandard loans was primarily due to one relationship with mortgage loans totaling $4.5 million, one
relationship with mortgage, commercial real estate, and commercial business loans totaling $3.3 million, and two
commercial business loans totaling $4.4 million. Nonperforming loans, consisting solely of nonaccruing loans 90-days or
more past due, increased to $7.8 million at December 31, 2020, from $3.0 million at December 31, 2019. At December
31, 2020, nonperforming loans consisted of $5.6 million in commercial business loans, $826,000 of indirect home
improvement loans, $644,000 in one-to-four-family loans, and $636,000 of home equity loans. The ratio of nonperforming
loans to total gross loans was 0.49% at December 31, 2020, compared to 0.22% at December 31, 2019. There was one
OREO property in the amount of $90,000 at December 31, 2020, and two OREO properties totaling $168,000 at December
31, 2019. See “Item 1. Business - Lending Activities - Asset Quality” of this Form 10-K for additional information
regarding the Company’s nonperforming loans.
In accordance with acquisition accounting, the ALLL does not include the recorded discount on loans acquired in the
Anchor Acquisition of $1.5 million and $2.7 million on $132.6 million and $198.5 million of gross loans at December 31,
2020 and December 31, 2019, respectively.
Loans in their respective industries that were downgraded as a result of the COVID-19 pandemic and remain downgraded
at the dates indicated are as follows:
(Dollars in thousands)
Loan types:
Construction
Education/worship
Food and beverage
Hospitality
Manufacturing
Retail
Transportation
Other
Total
$
$
$
December 31, 2020 September 30, 2020 June 30, 2020 March 31, 2020
4,565
$
5,525
12,988
15,578
18,122
4,058
5,111
18,452
84,399
3,480
734
14,577
43,960
12,579
2,554
4,407
20,979
103,270
4,704
5,558
16,199
44,136
19,777
11,865
4,532
20,040
126,811
4,335
4,796
14,346
43,903
18,765
2,663
4,992
23,241
117,041
$
$
$
$
Additionally, management increased the economic qualitative factors of the ALLL associated with the loan portfolio based
on current economic conditions and the potential effects from higher forecasted unemployment rates and lower gross
75
domestic product, as well as the impact on other economic conditions on the U.S. and global economies from COVID-19.
Management recognizes the potential impact on all of our customers and will continue to assess and evaluate our level of
reserves against our homogenous residential and consumer portfolios during the COVID-19 pandemic.
Liabilities. Total liabilities increased $370.4 million to $1.88 billion at December 31, 2020, from $1.51 billion at
December 31, 2019, primarily due to increases of $281.7 million in deposits and $80.9 million in borrowings.
Total deposits increased $281.7 million to $1.67 billion at December 31, 2020, from $1.39 billion at December 31, 2019.
The increase in deposits was primarily driven by organic growth in customer relationships, proceeds from PPP loans and
government stimulus checks deposited directly into customer accounts, and reduced withdrawals from deposit accounts
due to a change in spending habits as a result of COVID-19. Relationship-based transactional accounts (noninterest-
bearing checking, interest-bearing checking, and escrow accounts) increased $137.6 million to $589.1 million at
December 31, 2020, from $451.6 million at December 31, 2019, primarily due to a $88.3 million increase in noninterest-
bearing checking, and a $48.3 million increase in interest-bearing checking. Money market and savings accounts increased
$193.1 million, or 49.6%, to $582.4 million at December 31, 2020, from $389.3 million at December 31, 2019. Time
deposits decreased $49.0 million to $502.5 million at December 31, 2020, from $551.5 million at December 31, 2019, due
to factors related to COVID-19 and a managed run-off of higher costing certificates of deposit (“CDs”). Nonretail CDs
which includes brokered CDs, online CDs, and public funds increased $50.4 million to $196.6 million, at December 31,
2020, compared to $146.2 million at December 31, 2019, primarily due to a $45.0 million increase in brokered CDs.
Management remains focused on increasing its lower cost relationship-based deposits to fund long-term asset growth.
Deposits are summarized as follows at the years indicated:
Noninterest-bearing checking
Interest-bearing checking
Savings
Money market (3)
Certificates of deposit less than $100,000(4)
Certificates of deposit of $100,000 through $250,000
Certificates of deposit of $250,000 and over(5)
Escrow accounts related to mortgages serviced
Total
December 31, December 31,
2020 (1)(2)
2019(1)(2)
$
$
348,421 $
226,282
152,842
429,548
299,157
135,901
67,488
14,432
1,674,071 $
260,131
177,972
118,845
270,489
277,988
181,402
92,110
13,471
1,392,408
_______________________________
(1) Includes $129.5 million of deposits at December 31, 2020 from the Branch Purchase and $117.1 million at
December 31, 2019.
(2) Includes $286.5 million and $299.0 million of deposits at December 31, 2020 and December 31, 2019, respectively,
from the Anchor Acquisition.
(3) Includes $15.0 million and $6.2 million of brokered deposits at December 31, 2020 and December 31, 2019,
respectively.
(4) Includes $186.4 million and $141.4 million of brokered deposits at December 31, 2020 and December 31, 2019,
respectively.
(5) Time deposits that meet or exceed the FDIC insurance limit.
As a result primarily of the COVID-19 pandemic and the resulting availability of PPP loan funds and stimulus funds made
available during 2020, the tables above reflect year over year increases as well as changes in deposits, partially impacted
by customers transferring funds from CDs to more liquid interest-bearing accounts, such as money market and interest-
bearing checking.
Borrowings increased $80.9 million to $165.8 million at December 31, 2020, from $84.9 million at December 31, 2019,
primarily related to $63.3 million of advances from the PPPLF and FHLB borrowings.
Management entered into three liability interest rate swap arrangements designated as cash flow hedges in 2020 to lock
the expense costs associated with $90.0 million in brokered deposits and borrowings. The average cost of these $90
million in notional pay fixed interest rate swap agreements was 73 basis points as the Bank pays a fixed rate of 73 basis
76
points to the interest rate swap counterparty quarterly instead of the variable amount tied to three month LIBOR.
Management will continue to implement processes to match balance sheet funding duration and minimize interest rate risk
and costs.
Stockholders’ Equity. Total stockholders’ equity increased $29.8 million, to $230.0 million at December 31, 2020, from
$200.2 million at December 31, 2019. The increase in stockholders’ equity during the year ended December 31, 2020,
was primarily due to net income of $39.3 million, partially offset by common stock repurchases of $9.8 million under our
2020 stock repurchase plans. The Company repurchased 260,363 shares of its common stock during the year ended
December 31, 2020, at an average price of $39.33 per share. Book value per common share was $55.33 at December 31,
2020, compared to $45.85 at December 31, 2019.
We calculated book value based on common shares outstanding of 4,237,956 at December 31, 2020, less 55,092 unvested
restricted stock shares, and 25,921 of unallocated ESOP shares for the reported common shares outstanding of 4,156,943.
Common shares outstanding was calculated using 4,459,041 shares at December 31, 2019, less 40,215 unvested restricted
stock shares, and 51,842 of unallocated ESOP shares for the reported common shares outstanding of 4,366,984.
77
Average Balances, Interest and Average Yields/Cost
The following table sets forth for the periods indicated, information regarding average balances of assets and liabilities, as well as the total dollar amounts of interest
income from average interest-earning assets and interest expense on average interest-bearing liabilities, resultant yields, interest rate spread, net interest margin
(otherwise known as net yield on interest-earning assets), and the ratio of average interest-earning assets to average interest-bearing liabilities. Also presented is the
weighted average yield on interest-earning assets, rates paid on interest-bearing liabilities and the resultant spread at December 31, 2020. Income and all average
balances are monthly average balances. Nonaccruing loans have been included in the table as loans carrying a zero yield.
(Dollars in thousands)
Interest-earning assets:
Loans receivable, net and loans held for sale (1)
Mortgage-backed securities
AFS Investment securities
HTM Investment securities
FHLB stock
Interest-bearing deposits at other financial institutions
Total interest-earning assets
Interest-bearing liabilities:
Savings and money market
Interest-bearing checking
Certificates of deposit
Borrowings
Subordinated note
Total interest-bearing liabilities
2020
Year Ended December 31,
2019
2018
Average
Balance
Outstanding
Interest
Earned
Paid
Yield/
Rate
Average
Balance
Outstanding
Interest
Earned
Paid
Yield/
Rate
Average
Balance
Outstanding
Interest
Earned
Paid
Yield/
Rate
$ 1,576,975
68,739
87,065
2,441
8,079
100,783
1,844,082
$ 84,128 5.33 % $ 1,361,616
49,422
53,127
—
8,500
79,749
88,837 4.82 % 1,552,414
1,593 2.32
1,900 2.18
5.04
123
394 4.88
699 0.69
$ 84,706 6.22 % $ 979,958
49,065
49,850
—
7,143
42,923
89,625 5.77 % 1,128,939
1,340 2.71
1,477 2.78
—
454 5.34
1,648 2.07
—
$ 58,616 5.98 %
1,190 2.43
1,391 2.79
—
379 5.31
750 1.75
62,326 5.52 %
—
476,589
210,759
535,047
147,836
9,899
1,380,130
2,457 0.52 %
388 0.18
9,135 1.71
1,961 1.33
776 7.84
380,474
181,852
515,634
93,405
9,874
14,717 1.07 % 1,181,239
3,098 0.81 %
1,414 0.78
11,650 2.26
2,476 2.65
679 6.88
19,317 1.64 %
310,913
124,714
295,439
97,788
9,855
838,709
2,055 0.66 %
227 0.18
5,039 1.71
2,228 2.28
679 6.89
10,228 1.22 %
Net interest income
Net interest rate spread
Net earning assets
Net interest margin
Average interest-earning assets to average interest-
bearing liabilities
____________________________
(1) The average loans receivable, net balances include nonaccruing loans.
$ 463,952
133.62 %
$ 74,120
$ 70,308
$ 52,098
3.75 %
4.13 %
$ 371,175
$ 290,230
4.02 %
4.53 %
4.30 %
4.61 %
131.42 %
134.60 %
78
Rate/Volume Analysis
The following table presents the dollar amount of changes in interest income and interest expense for major components
of interest-earning assets and interest-bearing liabilities. It distinguishes between the changes related to outstanding
balances and that due to the changes in interest rates. For each category of interest-earning assets and interest-bearing
liabilities, information is provided on changes attributable to (i) changes in volume (i.e., changes in volume multiplied by
old rate) and (ii) changes in rate (i.e., changes in rate multiplied by old volume). For purposes of this table, changes
attributable to both rate and volume, which cannot be segregated, have been allocated proportionately to the change due
to volume and the change due to rate.
Year Ended December 31, 2020 vs. 2019 Year Ended December 31, 2019 vs. 2018
Increase (Decrease) Due to Total Increase
Rate
Volume
Increase (Decrease) Due to Total Increase
(Decrease) Volume
(Decrease)
Rate
(In thousands)
Interest-earning assets:
Loans receivable, net and
loans held for sale(1)
Mortgage-backed securities
AFS Investment securities
HTM Investment securities
FHLB stock
Interest-bearing deposits at
other financial institutions
$
13,397
524
944
123
(22)
$
(13,975) $
(271)
(521)
—
(38)
(578) $
253
423
123
(60)
22,828
8
92
—
72
$ 3,262 $
142
(6)
—
3
26,090
150
86
—
75
435
(1,384)
(949)
644
254
898
Total interest-earning
assets
$
15,401
$
(16,189) $
(788) $
23,644
$ 3,655 $
27,299
Interest-bearing
liabilities:
Savings and money market $
Interest-bearing checking
Certificates of deposit
Borrowings
Subordinated note
783
225
439
1,443
2
$
(1,424) $
(1,251)
(2,954)
(1,958)
95
(641) $
(1,026)
(2,515)
(515)
97
459
104
3,755
(99)
1
$
584 $
1,083
2,856
347
(1)
1,043
1,187
6,611
248
—
Total interest-bearing
liabilities
$
2,892
$
(7,492) $
(4,600) $
4,220
$ 4,869 $
9,089
Net change in net interest
income
__________________________
(1) The average loans receivable, net balances include nonaccruing loans.
3,812
$
$
18,210
Comparison of Results of Operations for the Years Ended December 31, 2020 and 2019
General. Net income for the year ended December 31, 2020, increased $16.5 million, or 72.8%, to $39.3 million, from
$22.7 million for the year ended December 31, 2019. The increase in net income was primarily a result of a $32.3 million,
or 140.3% increase in noninterest income and a $3.8 million increase in net interest income, partially offset by a $10.2
million increase in provision for loan losses, a $5.2 million increase in provision for income tax expense, and a $4.3 million
increase in noninterest expense.
Net Interest Income. Net interest income increased $3.8 million, to $74.1 million for the year ended December 31, 2020,
from $70.3 million for the year ended December 31, 2019. This increase was due to decreases in interest expense of $4.6
million and interest income of $788,000.
The net interest margin (“NIM”) decreased 51 basis points to 4.02% for the year ended December 31, 2020, from 4.53%
for the same period last year. The decrease in NIM was primarily impacted by lower interest rates on recent fixed-rate real
79
estate loan originations and adjustable-rate commercial loans, as well as the PPP loans and repricing loans since the 150
basis point reduction in the targeted federal funds rate in March 2020 due to COVID-19. The average cost of funds for
total interest-bearing liabilities decreased 57 basis points to 1.07% for the year ended December 31, 2020, from 1.64% for
the year ended December 31, 2019. This decrease was predominantly due to the lowering of our deposit rates
commensurate with the low rate environment during the year. Management remains focused on matching deposit and
liability duration with the duration of loans and assets where appropriate.
Interest Income. Interest income for the year ended December 31, 2020, decreased $788,000, to $88.8 million, from $89.6
million for the year ended December 31, 2019. The decrease during the year was primarily attributable to a 95 basis point
decrease in the average yield on interest-earning assets to 4.82% for the year ended December 31, 2020, compared to
5.77% for the year ended December 31, 2019. The decrease in average yield on interest-earning assets compared to the
same period a year earlier primarily reflects the reduction of higher interest rate and fee income loans, particularly
construction and development loans, the impact of refinances of one-to-four-family loans and the origination of low
yielding PPP loans. The impact of PPP loans on loan yields will change during any period based on the volume of
prepayments or amounts forgiven by the SBA as certain criteria are met but is expected to cease completely after the
maturity of the loans. For the year ended December 31, 2020, the Company recognized $646,000 in net deferred fees on
PPP loans in interest income.
The following table compares average earning asset balances, associated yields, and resulting changes in interest income
for the years ended December 31, 2020 and 2019:
(Dollars in thousands)
Loans receivable, net and loans held for sale (1)
Mortgage-backed securities
Investment securities available-for-sale
Investment securities held-to-maturity
FHLB stock
Interest-bearing deposits at other financial institutions
Total interest-earning assets
Year Ended December 31,
2020
2019
Average
Balance
Average
Balance
Yield/
Yield/
Outstanding Rate Outstanding Rate
$ 1,576,975 5.33 % $ 1,361,616 6.22 % $
68,739
87,065
2,441
8,079
100,783
$ 1,844,082
49,422
2.32
53,127
2.18
—
5.04
8,500
4.88
0.69
79,749
4.82 % $ 1,552,414
2.71
2.78
—
5.34
2.07
5.77 % $
(Decrease)/
Increase
in Interest
Income
(578)
253
423
123
(60)
(949)
(788)
___________________________
(1) The average loans receivable, net balances include nonaccruing loans.
Interest Expense. Interest expense decreased $4.6 million, to $14.7 million for the year ended December 31, 2020, from
$19.3 million for the prior year, primarily due to decreased interest expense on deposits of $4.2 million, and interest
expense on borrowings of $515,000. The average cost of funds for total interest-bearing liabilities decreased 57 basis
points to 1.07% for the year ended December 31, 2020, compared to 1.64% for the year ended December 31, 2019. The
decrease was predominantly due to lowered borrowing interest expense, primarily due to the reduction of interest rates for
the use of FHLB borrowings and the repricing of CD deposits. The average cost of interest-bearing deposits decreased 53
basis points to 0.98% for the year ended December 31, 2020, compared to 1.51% for the year ended December 31, 2019,
reflecting lower market interest rates, primarily in interest-bearing checking deposits, as well as brokered and retail CDs.
80
The following table details average balances for cost of funds on interest-bearing liabilities and the change in interest
expense for the years ended December 31, 2020 and 2019:
Year Ended December 31,
2020
2019
(Decrease)/
(Dollars in thousands)
Savings and money market
Interest-bearing checking
Certificates of deposit
Borrowings
Subordinated note
Total interest-bearing liabilities
Increase
in Interest
Expense
Average
Balance
Average
Balance
Yield/
Yield/
Outstanding Rate Outstanding Rate
$ 476,589
210,759
535,047
147,836
9,899
$ 1,380,130
0.52 % $ 380,474
181,852
0.18
515,634
1.71
93,405
1.33
7.84
9,874
1.07 % $ 1,181,239
0.81 % $
0.78
2.26
2.65
6.88
1.64 % $
(641)
(1,026)
(2,515)
(515)
97
(4,600)
Provision for Loan Losses. For the year ended December 30, 2020, the provision for loan losses was $13.0 million,
compared to $2.9 million for the year ended December 31, 2019, due primarily to the incurred but not yet reported probable
loan losses reflecting credit deterioration due to the adverse impact of the COVID-19 pandemic and the increase in the
loan portfolio due to organic growth. The $62.1 million balance of PPP loans was omitted from the calculation for the
ALLL at December 31, 2020 as these loans are fully guaranteed by the SBA and management expects that the great
majority of PPP borrowers will seek full or partial forgiveness of their loan obligations from the SBA within a short time
frame, which in turn will reduce the Bank’s loan balance for the amount forgiven. In addition, the provision for credit
losses also reflects risk rating downgrades on loans that are considered at risk due to the COVID-19 pandemic. During
the year ended December 31, 2020, net charge-offs totaled $93,000 compared to $2.0 million during the year ended
December 31, 2019. A further decline in national and local economic conditions, as a result of the COVID-19 pandemic
or other factors, could result in a material increase in the ALLL and may adversely affect the Company’s financial
condition and results of operations.
The following table details activity and information related to the allowance for loan losses for the years ended
December 31, 2020 and 2019:
(Dollars in thousands)
Provision for loan losses
Net charge-offs (recoveries)
Allowance for loan losses
Allowance for loan losses as a percentage of total gross loans receivable at the end of
the year
Nonaccrual and 90 days or more past due loans
Allowance for loan losses as a percentage of nonperforming loans at end of year
Nonaccrual and 90 days or more past due loans as a percentage of gross loans
receivable at the end of the year
Total gross loans
At or For the Year Ended
December 31,
$
$
$
$
2020
13,036
93
26,172
2019
2,880
2,000
13,229
$
$
$
1.66 %
$
7,761
337.2 %
0.98 %
3,033
436.2 %
0.49 %
0.22 %
$ 1,574,227
$ 1,351,893
Management considers the ALLL at December 31, 2020, to be adequate to cover estimated losses inherent in the loan
portfolio based on the assessment of the above-mentioned factors affecting the loan portfolio. While management believes
the estimates and assumptions used in its determination of the adequacy of the allowance are reasonable, there can be no
assurance that such estimates and assumptions will not be proven incorrect in the future, or that the actual amount of future
provisions will not exceed the amount of past provisions or that any increased provisions that may be required will not
adversely impact the Company’s financial condition and results of operations. In addition, the determination of the amount
of allowance for loan losses is subject to review by bank regulators, as part of the routine examination process, which may
81
result in the establishment of additional reserves based upon their judgment of information available to them at the time
of their examination.
Noninterest Income. Noninterest income increased $32.3 million, to $55.4 million for the year ended December 31, 2020,
from $23.0 million for the year ended December 31, 2019. The following table provides a detailed analysis of the changes
in the components of noninterest income:
Year Ended December 31,
Increase/(Decrease)
Amount Percent
2019
(Dollars in thousands)
Service charges and fee income
Gain on sale of loans
Loss on disposed fixed assets
Gain on sale of investment securities
Earnings on cash surrender value of BOLI
Other noninterest income
Total noninterest income
2020
2,373
48,842
—
300
870
2,974
55,359
$
$
$
$
14,248
(26)
32
872
1,355
6,554 $ (4,181)
34,594
26
268
(2)
1,619
23,035 $ 32,324
(63.8) %
242.8
(100.0)
837.5
(0.2)
119.5
140.3 %
The year over year increases included a $34.6 million, or 242.8% increase in gain on sale of loans, primarily due to higher
sales volume, and an increase in other noninterest income mostly due to the net gain from a one-time sale of Class B Visa
stock shares of $1.5 million, partially offset by a $4.2 million, or 63.8% decrease in net service charges and fee income,
primarily due to an increase in mortgage servicing rights amortization of $4.0 million, reflecting higher volumes of loan
payoffs in the underlying servicing portfolio from declining interest rates and increased refinancing activity. During
the year ended December 31, 2020, the Company originated $1.87 billion of one-to-four-family mortgages during 2020
and sold $1.64 billion to secondary mortgage market investors, compared to sales of $785.4 million during the year ended
December 31, 2019. The increase was primarily attributable to increased refinance activity compared to the prior year in
response to decreases in market interest rates, and increased purchase activity as a result of the Company’s focus on
purchase originations and a favorable interest rate environment for home purchases.
Noninterest Expense. Noninterest expense increased $4.3 million, to $66.6 million for the year ended December 31, 2020,
compared to $62.3 million for the year ended December 31, 2019. The following table provides an analysis of the changes
in the components of noninterest expense:
Year Ended December 31,
Increase/(Decrease)
Amount Percent
(Dollars in thousands)
Salaries and benefits
Operations
Occupancy
Data processing
Loss (gain) on sale of OREO
OREO expenses
Loan costs
Professional and board fees
FDIC insurance
Marketing and advertising
Acquisition costs
Amortization of core deposit intangible
Impairment of servicing rights
Total noninterest expense
2020
38,095
10,471
4,736
4,388
2
4
2,066
2,797
829
530
—
706
1,969
66,593
$
$
$
$
2019
33,816 $ 4,279
749
96
(584)
140
(9)
(1,172)
371
471
(148)
(1,756)
(54)
1,877
62,333 $ 4,260
9,722
4,640
4,972
(138)
13
3,238
2,426
358
678
1,756
760
92
12.7 %
7.7
2.1
(11.7)
(101.4)
(69.2)
(36.2)
15.3
131.6
(21.8)
(100.0)
(7.1)
2,040.2
6.8 %
The increase in noninterest expense was primarily due a $4.3 million increase in salaries and benefits, primarily attributable
to increases in incentives and commissions of $16.0 million, driven by increased production of HFS loans, and
compensation of $2.9 million, partially offset by an increase in recognized deferred costs on direct loan origination
activities of $16.1 million, as well as no acquisition costs for the year ended December 31, 2020, compared to $1.8 million
for the year ended December 31, 2019. Other increases between the periods included $1.9 million in the impairment of
82
servicing rights, and $749,000 in operations expense, partially offset by decreases of $1.2 million in loan costs and
$584,000 in data processing.
The efficiency ratio, which is noninterest expense as a percentage of net interest income and noninterest income, improved
to, 51.43% for the year ended December 31, 2020, compared to 66.8% for the year ended December 31, 2019.
Provision for Income Tax. For the year ended December 31, 2019, the Company recorded a provision for income tax
expense of $10.6 million on pre-tax income of $49.9 million, as compared to a provision of income tax expense of $5.4
million on pre-tax income of $28.1 million for the year ended December 31, 2019. There was a net deferred tax liability
of $58,000 and $2.0 million at December 31, 2020 and 2019, respectively. The effective corporate income tax rates for
the years ended December 31, 2020 and 2019 were 21.2% and 19.2%, respectively. For additional information regarding
income taxes, see “Note 11 - Income Taxes” of the Notes to Consolidated Financial Statements included in “Item 8.
Financial Statements and Supplementary Data” of this Form 10-K.
Asset and Liability Management and Market Risk
Risk When Interest Rates Change. The rates of interest the Company earns on assets and pays on liabilities generally is
established contractually for a period of time. Market rates change over time. Like other financial institutions, the
Company’s results of operations are impacted by changes in interest rates and the interest rate sensitivity of the Company’s
assets and liabilities. The risk associated with changes in interest rates and the Company’s ability to adapt to these changes
is known as interest rate risk and is the most significant market risk.
The Company assumes interest rate risk (the risk that general interest rate levels will change) as a result of its normal
operations. Consequently, the fair value of the Company’s consolidated financial instruments will change when interest
rate levels change, and that change may either be favorable or unfavorable to the Company. Management attempts to
match maturities of assets and liabilities to the extent believed necessary to minimize interest rate risk. However, borrowers
with fixed interest rate obligations are less likely to prepay in a rising interest rate environment and more likely to prepay
in a falling interest rate environment. Conversely, depositors who are receiving fixed interest rates are more likely to
withdraw funds before maturity in a rising interest rate environment and less likely to do so in a falling interest rate
environment. Management monitors interest rates and maturities of assets and liabilities, and attempts to minimize interest
rate risk by adjusting terms of new loans, and deposits, and by investing in securities with terms that mitigate the
Company’s overall interest rate risk.
How The Company Measures Risk of Interest Rate Changes. As part of an attempt to manage exposure to changes in
interest rates and comply with applicable regulations, the Company monitors interest rate risk. In doing so, the Company
analyzes and manages assets and liabilities based on their interest rates and payment streams, timing of maturities, repricing
opportunities, and sensitivity to actual or potential changes in market interest rates.
The Company is subject to interest rate risk to the extent that its interest-bearing liabilities, primarily deposits and FHLB
advances, reprice more rapidly or at different rates than the interest-earning assets. In order to minimize the potential for
adverse effects of material prolonged increases or decreases in interest rates on the Company’s results of operations, the
Company has adopted an Asset and Liability Management Policy. The Board of Directors sets the Asset and Liability
Management Policy for the Bank, which is implemented by the Asset/Liability Committee (“ALCO”), an internal
management committee. The board-level oversight for ALCO is performed by the Audit Committee of the Board of
Directors.
The purpose of the ALCO is to communicate, coordinate, and control asset/liability management consistent with the
business plan and board-approved policies. The committee establishes and monitors the volume and mix of assets and
funding sources, taking into account relative costs and spreads, interest rate sensitivity and liquidity needs. The objectives
are to manage assets and funding sources to produce results that are consistent with liquidity, capital adequacy, growth,
risk, and profitability goals.
The committee generally meets monthly to, among other things, protect capital through earnings stability over the interest
rate cycle; maintain the Bank’s well capitalized status; and provide a reasonable return on investment. The committee
recommends appropriate strategy changes based on this review. The committee is responsible for reviewing and reporting
83
the effects of the policy implementations and strategies to the Board of Directors at least quarterly. The Chief Financial
Officer oversees the process on a daily basis.
A key element of the Bank’s asset/liability management plan is to protect net earnings by managing the maturity or
repricing mismatch between interest-earning assets and rate-sensitive liabilities. The Company seeks to accomplish this
by extending funding maturities through wholesale funding sources, including the use of FHLB advances and brokered
certificates of deposit, and through asset management, including the use of adjustable-rate loans and selling certain fixed-
rate loans in the secondary market. Management is also focused on matching deposit duration with the duration of earning
assets as appropriate.
As part of the efforts to monitor and manage interest rate risk, a number of indicators are used to monitor overall risk.
Among the measurements are:
Market Risk. Market risk is the potential change in the value of investment securities if interest rates change. This change
in value impacts the value of the Company and the liquidity of the securities. Market risk is controlled by setting a
maximum average maturity/average life of the securities portfolio to 10 years.
Economic Risk. Economic risk is the risk that the underlying value of a bank will change when rates change. This can be
caused by a change in value of the existing assets and liabilities (this is called Economic Value of Equity or EVE), or a
change in the earnings stream (this is caused by interest rate risk). The Company takes economic risk primarily when fixed
rate loans are made, or purchase fixed-rate investments, or issue long term certificates of deposit or take fixed-rate FHLB
advances. It is the risk that interest rates will change and these fixed-rate assets and liabilities will change in value. This
change in value usually is not recognized in the earnings, or equity (other than marking to market securities available-for-
sale or fair value adjustments on loans held for sale). The change is recognized only when the assets and liabilities are
liquidated. Although the change in market value is usually not recognized in earnings or in capital, the impact is real to
the long-term value of 1st Security Bank of Washington. Therefore, the Company will control the level of economic risk
by limiting the amount of long-term, fixed-rate assets the Company will have and by setting a limit on concentrations and
maturities of securities.
Interest Rate Risk. If the Federal Reserve Board changes the Fed Funds rate 100, 200 or 300 basis points, the Bank policy
dictates that a change in net interest income should not change more that 7.5%, 15% and 30%, respectively.
The table presented below, as of December 31, 2020, is an analysis prepared for 1st Security Bank of Washington by a
third-party consultant utilizing various market and actual experience-based assumptions. The table represents a static shock
to the net interest income using instantaneous and sustained shifts in the yield curve, in 100 basis point increments, up and
down 100 basis points. No rates in the model are allowed to go below zero. Given that the current targeted Fed Funds rate
is a range of 1.00% to 1.25%, a 200 or 300 basis point reduction in rates is not reported. The results reflect a projected
income statement with minimal exposure to instantaneous changes in interest rates. These results are primarily based upon
historical prepayment speeds within the consumer lending portfolio in combination with the above average yields
associated with the consumer portfolio if those prepayments do not occur. The table illustrates the estimated change in
our net interest income over the next 12 months from December 31, 2020.
Change in
Interest
Rates in Basis Points
300bp
200bp
100bp
0bp
(100)bp
Amount
$
87,417
83,693
80,521
75,907
74,526
December 31, 2020
Net Interest Income
Change
(Dollars in thousands)
$
11,510
7,786
4,614
—
(1,381)
Change
15.16 %
10.26
6.08
—
(1.82)
In managing the assets/liability mix the Company typically places an equal emphasis on maximizing net interest margin
and matching the interest rate sensitivity of the assets and liabilities. From time to time, however, depending on the
relationship between long- and short-term interest rates, market conditions and consumer preference, the Company may
place somewhat greater emphasis on maximizing net interest margin than on strict dollar for dollar categories matching
84
the interest rate sensitivity of the assets and liabilities. Management also believes that the increased net income which may
result from a prepayment assumption mismatch in the actual maturity or repricing of the asset and liability portfolios can,
during periods of changing interest rates, provide sufficient returns to justify the increased exposure to sudden and
unexpected increases in interest rates which may result from such a mismatch. Management believes that 1st Security
Bank of Washington’s level of interest rate risk is acceptable under this approach.
In evaluating 1st Security Bank of Washington’s exposure to interest rate movements, certain shortcomings inherent in
the method of analysis presented in the foregoing table must be considered. For example, although certain assets and
liabilities may have similar maturities or repricing periods, they may react in different degrees to changes in market interest
rates. Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest
rates, while interest rates on other types may lag behind changes in interest rates. Additionally, certain assets, such as
adjustable rate mortgages, have features which restrict changes in interest rates on a short-term basis and over the life of
the asset. Further, in the event of a significant change in interest rates, prepayment and early withdrawal levels would
likely deviate significantly from those assumed above. Finally, the ability of many borrowers to service their debt may
decrease in the event of an interest rate increase. 1st Security Bank of Washington considers all of these factors in
monitoring its exposure to interest rate risk.
Liquidity
Management maintains a liquidity position that it believes will adequately provide funding for loan demand and deposit
runoff that may occur in the normal course of business. The Company relies on a number of different sources in order to
meet potential liquidity demands. The primary sources are increases in deposit accounts, FHLB advances, purchases of
federal funds, sale of securities available-for-sale, cash flows from loan payments, sales of one-to-four-family loans held
for sale, and maturing securities.
At December 31, 2020, the Bank’s total borrowing capacity was $568.2 million with the FHLB of Des Moines, with
unused borrowing capacity of $459.9 million. The FHLB borrowing limit is based on certain categories of loans, primarily
real estate loans that qualify as collateral for FHLB advances. At December 31, 2020, the Bank held approximately $774.8
million in loans that qualify as collateral for FHLB advances.
In addition to the availability of liquidity from the FHLB of Des Moines, the Bank maintained a short-term borrowing line
of credit with the FRB, with a current limit of $179.6 million, and a combined credit limit of $101.0 million in written
federal funds lines of credit through correspondent banking relationships as of December 31, 2020. The FRB borrowing
limit is based on certain categories of loans, primarily consumer loans that qualify as collateral for the FRB’s line of credit.
At December 31, 2020, the Bank held approximately $369.2 million in loans that qualify as collateral for the FRB line of
credit. As of December 31, 2020, the Bank had pledged $62.1 million in PPP loans as collateral under the PPPLF, with no
additional borrowing capacity under the PPPLF. The Bank may obtain additional available liquidity from the PPPLF as
additional PPP loans are originated in 2021.
At December 31, 2020, the outstanding balances of FHLB advances and PPPLF borrowings were $102.5 million and $63.3
million, respectively. The Bank’s Asset and Liability Management Policy permits management to utilize brokered deposits
up to 20% of deposits or $337.7 million at December 31, 2020. Total brokered deposits at December 31, 2020 were $201.4
million. Management utilizes brokered deposits to mitigate interest rate risk and liquidity risk exposure when appropriate.
Liquidity management is both a daily and long-term function of the Company’s management. Excess liquidity is generally
invested in short-term investments, such as overnight deposits and federal funds. On a longer-term basis, a strategy is
maintained of investing in various lending products and investment securities, including U.S. Government obligations and
U.S. agency securities. The Company uses sources of funds primarily to meet ongoing commitments, pay maturing
deposits and fund withdrawals, and to fund loan commitments. At December 31, 2020, the approved outstanding loan
commitments, including unused lines of credit, amounted to $528.2 million. Certificates of deposit scheduled to mature in
one year or less at December 31, 2020, totaled $340.9 million. It is management’s policy to offer deposit rates that are
competitive with other local financial institutions. Based on this management strategy, the Company believes that a
majority of maturing relationship deposits will remain with the Bank.
85
As a separate legal entity from the Bank, FS Bancorp, Inc. must provide for its own liquidity. Sources of capital and
liquidity for FS Bancorp, Inc. include distributions from the Bank and the issuance of debt or equity securities. Dividends
and other capital distributions from the Bank are subject to regulatory notice. At December 31, 2020, FS Bancorp, Inc.
had $14.5 million in unrestricted cash to meet liquidity needs. Subsequent to December 31, 2020, on February 10, 2021,
FS Bancorp, Inc. completed the private placement of $50.0 million of its 3.75% fixed-to-floating rate subordinated notes
due 2031 (the “Notes”) at an offering price equal to 100% of the aggregate principal amount of the Notes, resulting in net
proceeds, after placement agent fees and offering expenses, of approximately 49.3 million. For regulatory capital purposes,
the subordinated notes have been structured to qualify initially as Tier 2 capital for the Company.
Commitments and Off-Balance Sheet Arrangements
The Company is a party to financial instruments with off-balance sheet risk in the normal course of business in order to
meet the financing needs of its customers. For information regarding our commitments and off-balance sheet arrangements,
see “Note 12 - Commitments and Contingencies” of the Notes to Consolidated Financial Statements included in “Item 8.
Financial Statements and Supplementary Data” of this Form 10-K.
A summary of off-balance sheet commitments to extend credit at December 31, 2020 was as follows:
Off-balance sheet loan commitments:
Real estate secured (1)
Commercial business loans
Home equity loans and lines of credit
Consumer loans
Total commitments to extend credit
__________________________
(1) Includes held for sale interest rate lock commitments.
Capital Resources
(In thousands)
$ 293,329
159,080
52,457
23,365
$ 528,231
The Bank is subject to minimum capital requirements imposed by the FDIC. Based on its capital levels at December 31,
2020, the Bank exceeded these requirements as of that date. Consistent with our goals to operate a sound and profitable
organization, our policy is for the Bank to maintain a well capitalized status under the capital categories of the FDIC.
Based on capital levels at December 31, 2020, the Bank was considered to be well capitalized. Effective January 1, 2020,
a bank that elects to use the Community Bank Leverage Ratio (“CBLR”) will generally be considered well capitalized and
to have met the risk-based and leverage capital requirements of the capital regulations if it has a leverage ratio greater than
9.0%. At December 31, 2020, the Bank qualified and elected to use the CBLR to measure capital adequacy. The Tier 1
leverage-based capital ratio calculated for the Bank at December 31, 2020 was 10.9%, compared to 11.6% at December
31, 2019. As required by the CARES Act, the FDIC has temporarily lowered the CBLR to 8% beginning in the second
quarter of 2020 through the end of the year. Beginning in 2021, the CBLR increased to 8.5% for that calendar year. The
CBLR will return to 9% on January 1, 2022.
As a bank holding company registered with the Federal Reserve, the Company is subject to the capital adequacy
requirements of the Federal Reserve. Bank holding companies with less than $3.0 billion in assets are generally not subject
to compliance with the Federal Reserve’s capital regulations, which are generally the same as the capital regulations
applicable to the Bank. The Federal Reserve has a policy that a bank holding company is required to serve as a source of
financial and managerial strength to the holding company’s subsidiary bank and the Federal Reserve expects the holding
company’s subsidiary bank to be well capitalized under the prompt corrective action regulations. If FS Bancorp, Inc. were
subject to regulatory capital guidelines for bank holding companies with $3.0 billion or more in assets at December 31,
2020, FS Bancorp would have exceeded all regulatory capital requirements. The Tier 1 leverage-based capital ratio
calculated for FS Bancorp, Inc. at December 31, 2020 was 11.1%. For additional information regarding the Bank’s
regulatory capital compliance, see the discussion included in “Note 14 - Regulatory Capital” of the Notes to Consolidated
Financial Statements included in “Item 8. Financial Statements and Supplementary Data” of this Form 10-K.
86
Recent Accounting Pronouncements
For a discussion of recent accounting standards, please see “Note 1- Basis of Presentation and Summary” of the Notes to
Consolidated Financial Statements included in “Item 8. Financial Statements and Supplementary Data” of this Form 10-K.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Market risk is the risk of loss from adverse changes in market prices and rates. The Company’s market risk arises
principally from interest rate risk inherent in lending, investing, deposit and borrowings activities. Management actively
monitors and manages its interest rate risk exposure. In addition to other risks that are managed in the normal course of
business, such as credit quality and liquidity, management considers interest rate risk to be a significant market risk that
could potentially have a material effect on the Company’s financial condition and result of operations. The information
contained in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Asset
and Liability Management” of this Form 10-K is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
FS BANCORP, INC. AND SUBSIDIARY
INDEX TO FINANCIAL STATEMENTS
Index to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets at December 31, 2020 and 2019
Consolidated Statements of Income For the Years Ended December 31, 2020 and 2019
Consolidated Statements of Comprehensive Income For the Years Ended December 31, 2020 and 2019
Consolidated Statements of Changes in Stockholders’ Equity For the Years Ended December 31, 2020 and
2019
Consolidated Statements of Cash Flows For the Years Ended December 31, 2020 and 2019
Notes to Consolidated Financial Statements
Page
88
91
92
93
94
95
97
87
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of
FS Bancorp, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of FS Bancorp, Inc. and subsidiary (the “Company”) as
of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income, changes in
stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the
“consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of
December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the
consolidated financial position of the Company as of December 31, 2020 and 2019, and the consolidated results of its
operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the
United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control
over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework
(2013) issued by COSO.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal
control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting,
included in the accompanying Management Report on Internal Control over Financial Reporting included in Item 9A. Our
responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the
Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with
the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with
respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material
misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained
in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material
misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in
the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial
reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as
we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
88
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the company are being made only in accordance with authorizations of management
and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial
statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts
or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging,
subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on
the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below,
providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Allowance for Loan Losses
As described in Notes 1 and 3 to the consolidated financial statements, the Company’s consolidated allowance for loan
losses balance was $26.2 million at December 31, 2020. The allowance for loan losses is maintained to provide for probable
losses on existing loans based on evaluating risks in the loan portfolio and is based upon the Company’s analysis of the
factors underlying the quality of the loan portfolio. These factors include, among others, changes in the size and
composition of the loan portfolio, the estimated value of any underlying collateral, actual loan loss experience, current
economic conditions, and detailed analysis of individual loans for which full collectability may not be assured. This
evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information
is available.
We identified management’s risk ratings of loans and the estimation of qualitative factors, both of which are used in the
allowance for loan losses calculation, as a critical audit matter. The Company uses internally determined risk ratings to
classify loans into pools and to estimate loss rates for each of the loan pools, which are used in the calculation of the
allowance for loan losses. Determination of the risk grades involves significant management judgement. The qualitative
factors are used to estimate probable losses incurred related to factors that are not captured in the past loss experience, are
based on management’s evaluation of available internal and external data, and involve significant management judgement.
Auditing management’s judgments regarding the determination of risk grades and qualitative factors applied to the
allowance for loan losses involved a high degree of subjectivity.
The primary procedures we performed to address this critical audit matter included:
• Testing the design, implementation, and operating effectiveness of controls relating to management’s calculation of
the allowance for loan losses, including controls over the accuracy of risk ratings of loans and the determination of the
reasonableness of the qualitative factors used.
• Testing a risk-based, targeted selection of loans to gain substantive evidence that the Company is appropriately rating
these loans in accordance with its policies, and that the risk grades for the loans are reasonable based on current
information available.
• Obtaining management’s analysis and supporting documentation related to the qualitative factors, and testing
whether the qualitative factors used in the calculation of the allowance for loan losses are supported by the analysis
provided by management.
89
• Testing the completeness and accuracy of the data used in the calculation, application of the loan risk grades
determined by management and used in the calculation, application of the qualitative factors determined by
management and used in the calculation, and recalculation of the allowance for loan losses balance.
/s/ Moss Adams LLP
Everett, Washington
March 16, 2021
We have served as the Company’s auditor since 2006.
90
FS BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2020 AND 2019
(In thousands, except share data)
ASSETS
Cash and due from banks
Interest-bearing deposits at other financial institutions
Total cash and cash equivalents
Certificates of deposit at other financial institutions
Securities available-for-sale, at fair value
Securities held-to-maturity (fair value of $7,556)
Loans held for sale, at fair value
Loans receivable, net
Accrued interest receivable
Premises and equipment, net
Operating lease right-of-use (“ROU”) assets
Federal Home Loan Bank (“FHLB”) stock, at cost
Other real estate owned (“OREO”)
Bank owned life insurance (“BOLI”), net
Servicing rights, held at the lower of cost or fair value
Goodwill
Core deposit intangible, net
Other assets
TOTAL ASSETS
LIABILITIES
Deposits:
Noninterest-bearing accounts
Interest-bearing accounts
Total deposits
Borrowings
Subordinated note:
Principal amount
Unamortized debt issuance costs
Total subordinated note less unamortized debt issuance costs
Operating lease liabilities
Deferred tax liability, net
Other liabilities
Total liabilities
COMMITMENTS AND CONTINGENCIES (NOTE 12)
STOCKHOLDERS’ EQUITY
Preferred stock, $.01 par value; 5,000,000 shares authorized; none issued or outstanding
Common stock, $.01 par value; 45,000,000 shares authorized; 4,237,956 and 4,459,041
shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively
Additional paid-in capital
Retained earnings
Accumulated other comprehensive income, net of tax
Unearned shares – Employee Stock Ownership Plan (“ESOP”)
Total stockholders’ equity
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$
See accompanying notes to these consolidated financial statements.
91
December 31, December 31,
$
$
$
2020
11,554
80,022
91,576
12,278
178,018
7,500
166,448
1,544,981
7,030
27,343
4,949
7,439
90
36,226
12,595
2,312
4,751
9,705
2,113,241
362,853
1,311,218
1,674,071
165,809
10,000
—
10,000
5,176
58
28,120
1,883,234
$
$
$
2019
13,175
32,603
45,778
20,902
126,057
—
69,699
1,336,346
5,908
28,770
5,016
8,045
168
35,356
11,560
2,312
5,457
11,682
1,713,056
273,602
1,118,806
1,392,408
84,864
10,000
(115)
9,885
5,214
1,971
18,472
1,512,814
—
—
42
81,318
146,405
2,533
(291)
230,007
2,113,241
44
89,268
110,715
788
(573)
200,242
1,713,056
$
FS BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 2020 and 2019
(In thousands, except earnings per share data)
_________________________________________________________________________________________________________________________
INTEREST INCOME
Loans receivable, including fees
Interest and dividends on investment securities, cash and cash equivalents, and
certificates of deposit at other financial institutions
Total interest and dividend income
INTEREST EXPENSE
Deposits
Borrowings
Subordinated note
Total interest expense
NET INTEREST INCOME
PROVISION FOR LOAN LOSSES
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES
NONINTEREST INCOME
Service charges and fee income
Gain on sale of loans
Loss on disposed fixed assets
Gain on sale of investment securities
Earnings on cash surrender value of BOLI
Other noninterest income
Total noninterest income
NONINTEREST EXPENSE
Salaries and benefits
Operations
Occupancy
Data processing
Loss (gain) on sale of OREO
OREO expenses
Loan costs
Professional and board fees
Federal Deposit Insurance Corporation (“FDIC”) insurance
Marketing and advertising
Acquisition costs
Amortization of core deposit intangible
Impairment of servicing rights
Total noninterest expense
INCOME BEFORE PROVISION FOR INCOME TAXES
PROVISION FOR INCOME TAXES
NET INCOME
Basic earnings per share
Diluted earnings per share
See accompanying notes to these consolidated financial statements.
92
Year Ended
December 31,
2020
2019
$
84,128
$
84,706
4,709
88,837
11,980
1,961
776
14,717
74,120
13,036
61,084
2,373
48,842
—
300
870
2,974
55,359
38,095
10,471
4,736
4,388
2
4
2,066
2,797
829
530
—
706
1,969
66,593
49,850
10,586
39,264
9.14
8.97
$
$
$
4,919
89,625
16,162
2,476
679
19,317
70,308
2,880
67,428
6,554
14,248
(26)
32
872
1,355
23,035
33,816
9,722
4,640
4,972
(138)
13
3,238
2,426
358
678
1,756
760
92
62,333
28,130
5,413
22,717
5.13
5.01
$
$
$
FS BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2020 and 2019
(In thousands)
Net income
Other comprehensive income:
Securities available-for-sale:
Unrealized holding gain during period
Income tax provision related to unrealized holding gain
Reclassification adjustment for realized gains, net included in net income
Income tax provision related to reclassification for realized gains, net
Cash flow hedges:
Unrealized derivative losses during period
Income tax benefit related to unrealized derivative losses
Reclassification adjustment for interest expense, net included in net income
Income tax provision related to reclassification for expense, net
Other comprehensive income, net of tax
COMPREHENSIVE INCOME
See accompanying notes to these consolidated financial statements.
Year Ended
December 31,
2020
39,264 $
2019
22,717
$
3,754
(807)
(300)
65
(1,429)
307
198
(43)
1,745
$
41,009 $
2,920
(628)
(32)
7
—
—
—
—
2,267
24,984
93
FS BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2020 and 2019
(In thousands, except share data)
Accumulated
Other
Common Stock
Shares
Additional
Paid-in
Amount Capital
Retained
Earnings
Comprehensive Unearned
(Loss) Income,
Net of Tax
ESOP
Shares
Total
Stockholders’
Equity
BALANCE, January 1, 2019
4,492,478 $ 45 $ 91,466 $ 90,854 $
— $ —
— $ —
— $ —
20,215 $ —
—
—
869
—
22,717
(2,856)
—
—
(1,479) $ (848) $ 180,038
— $ 22,717
(2,856)
— $
869
— $
—
— $
—
—
—
—
(102,384) $
(1)
(4,799)
—
—
— $
(4,800)
Net income
Dividends paid ($0.65 per share)
Share-based compensation
Restricted stock awards
Common stock repurchased -
repurchase plan
Common stock repurchased for
employee/director taxes paid on
restricted stock awards
Stock options exercised
Other comprehensive income, net
of tax
ESOP shares allocated
Net income
Dividends paid ($0.84 per share)
Share-based compensation
Restricted stock awards
Common stock repurchased -
repurchase plan
Common stock repurchased for
employee/director taxes paid on
restricted stock awards
Stock options exercised
Other comprehensive income, net
of tax
ESOP shares allocated
BALANCE, December 31, 2019
4,459,041 $ 44 $ 89,268 $ 110,715 $
BALANCE, January 1, 2020
4,459,041 $ 44 $ 89,268 $ 110,715 $
(4,037) $ —
52,769 $ —
(204)
705
— $ —
— $ —
—
1,231
—
—
—
—
— $ —
— $ —
— $ —
1
24,880 $
—
—
1,020
—
39,264
(3,574)
—
—
—
—
— $
— $
(204)
705
2,267
—
2,267
— $
1,506
275 $
788 $ (573) $ 200,242
788 $ (573) $ 200,242
— $ 39,264
(3,574)
— $
1,020
— $
1
— $
—
—
—
—
(259,543) $
(3)
(9,799)
—
—
— $
(9,802)
(820) $ —
14,398 $ —
(35)
(161)
— $ —
— $ —
—
1,025
—
—
—
—
—
—
— $
— $
(35)
(161)
1,745
—
1,745
— $
1,307
282 $
2,533 $ (291) $ 230,007
BALANCE, December 31, 2020
4,237,956 $ 42 $ 81,318 $ 146,405 $
See accompanying notes to these consolidated financial statements.
94
FS BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2020 and 2019
(In thousands)
CASH FLOWS (USED BY) FROM OPERATING ACTIVITIES
Net income
Adjustments to reconcile net income to net cash from operating activities
Provision for loan losses
Depreciation, amortization and accretion
Compensation expense related to stock options and restricted stock awards
ESOP compensation expense for allocated shares
(Benefit) provision for deferred income taxes
Increase in cash surrender value of BOLI
Gain on sale of loans held for sale
Gain on sale of portfolio loans
Gain on sale of investment securities
Loss on disposed fixed assets
Origination of loans held for sale
Proceeds from sale of loans held for sale
Impairment of servicing rights
Loss (gain) on sale of OREO
Changes in operating assets and liabilities
Accrued interest receivable
Other assets
Other liabilities
Net cash (used by) from operating activities
CASH FLOWS USED BY INVESTING ACTIVITIES
Activity in securities available-for-sale:
Proceeds from sale of investment securities
Maturities, prepayments, and calls
Purchases
Maturities of certificates of deposit at other financial institutions
Activity in securities held-to-maturity:
Purchases
Purchase of certificates of deposit at other financial institutions
Loan originations and principal collections, net
Purchase of portfolio loans
Proceeds from sale of portfolio loans
Proceeds from sale of OREO, net
Purchase of premises and equipment, net
Change in FHLB stock, net
Net cash used by investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits
Proceeds from borrowings
Repayments of borrowings
Dividends paid on common stock
(Disbursements) proceeds from stock options exercised, net
Restricted stock awards
Common stock repurchased
Net cash from financing activities
NET INCREASE IN CASH AND CASH EQUIVALENTS
Year Ended December 31,
2020
2019
$
39,264
$
22,717
13,036
13,618
1,020
1,307
(2,390)
(870)
(48,842)
—
(300)
—
(1,730,665)
1,670,431
1,969
2
(1,122)
5,511
5,714
(32,317)
12,214
37,964
(99,390)
8,624
(7,500)
—
(189,162)
(32,743)
—
76
(1,379)
606
(270,690)
281,431
601,158
(520,213)
(3,574)
(161)
(34)
(9,802)
348,805
45,798
2,880
12,003
869
1,506
988
(872)
(14,126)
(122)
(32)
26
(804,619)
795,184
92
(138)
(147)
(4,589)
(2,443)
9,177
10,554
24,293
(61,282)
3,650
—
(2,480)
(36,904)
(1,799)
8,487
901
(2,463)
1,842
(55,201)
118,714
401,447
(453,983)
(2,856)
705
(204)
(4,800)
59,023
12,999
CASH AND CASH EQUIVALENTS, beginning of year
CASH AND CASH EQUIVALENTS, end of year
45,778
91,576
$
32,779
45,778
$
95
FS BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2020 and 2019 (Continued)
SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest on deposits and borrowings
Income taxes
SUPPLEMENTARY DISCLOSURES OF NONCASH OPERATING, INVESTING
AND FINANCING ACTIVITIES
Change in unrealized gain on investment securities, net
Change in unrealized loss on cash flow hedges, net
Retention in gross mortgage servicing rights from loan sales
Property taken in settlement of loans
Right-of-use assets in exchange for lease liabilities
See accompanying notes to these consolidated financial statements.
$
$
14,584
11,685
$
18,709
4,351
$
3,454
(1,231)
11,139
—
1,202
2,888
—
5,400
312
6,232
96
NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations - FS Bancorp, Inc. (the “Company”) was incorporated in September 2011 as the holding company
for 1st Security Bank of Washington (the “Bank” or “1st Security Bank”) in connection with the Bank’s conversion from
the mutual to stock form of ownership which was completed on July 9, 2012. The Bank is a community-based savings
bank with 21 full-service bank branches, a headquarters that produces loans and accepts deposits, and nine home loan
production offices in suburban communities in the greater Puget Sound area which includes Snohomish, King, Pierce,
Jefferson, Kitsap, Clallam, Grays Harbor, Thurston, and Lewis counties, and one loan production office in the market area
of the Tri-Cities, Washington. The Bank provides loan and deposit services to customers who are predominantly small-
and middle-market businesses and individuals. The Company and its subsidiary are subject to regulation by certain federal
and state agencies and undergo periodic examination by these regulatory agencies.
Financial Statement Presentation - The consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States (“U.S. GAAP”) and with prevailing practices within the
banking and securities industries. In preparing such financial statements, management is required to make certain estimates
and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
as of the date of the balance sheet and the reported amounts of revenues and expenses for the reporting period. Actual
results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant
change relate to the determination of the allowance for loan and lease losses, fair value of financial instruments, the
valuation of servicing rights, deferred income taxes, and if needed, a deferred tax asset valuation allowance.
Amounts presented in the consolidated financial statements and footnote tables are rounded and presented to the nearest
thousands of dollars except per share amounts. If the amounts are above $1.0 million, they are rounded one decimal point,
and if they are above $1.0 billion, they are rounded two decimal points.
Principles of Consolidation - The consolidated financial statements include the accounts of FS Bancorp, Inc. and its
wholly owned subsidiary, 1st Security Bank of Washington. All material intercompany accounts have been eliminated in
consolidation.
Segment Reporting - The Company operates in two business segments through the Bank: commercial and consumer
banking and home lending. The Company’s business segments are determined based on the products and services
provided, as well as the nature of the related business activities, and they reflect the manner in which financial information
is regularly reviewed for the purpose of allocating resources and evaluating performance of the Company’s businesses.
The results for these business segments are based on management’s accounting process, which assigns income statement
items and assets to each responsible operating segment. This process is dynamic and is based on management’s view of
the Company’s operations. See “Note 20 - Business Segments.”
Subsequent Events - The Company has evaluated events and transactions subsequent to December 31, 2020 for potential
recognition or disclosure.
Cash and Cash Equivalents - Cash and cash equivalents include cash and due from banks, and interest-bearing balances
due from other banks and the Federal Reserve Bank of San Francisco (“FRB”) and have an original maturity of 90 days
or less at the time of purchase. At times, cash balances may exceed Federal Deposit Insurance Corporation (“FDIC”)
insured limits. At December 31, 2020 and 2019, the Company had $17.0 million and $8.6 million, respectively, of cash
and due from banks and interest-bearing deposits at other financial institutions in excess of FDIC insured limits.
Securities - Securities are classified as held-to-maturity when the Company has the ability and positive intent to hold them
to maturity. Securities classified as held-to-maturity are carried at cost, adjusted for amortization of premiums to the
earliest callable date and accretion of discounts to the maturity date and, if appropriate, any other-than-temporary
impairment losses.. Securities available-for-sale consist of debt securities that the Company has the intent and ability to
hold for an indefinite period, but not necessarily to maturity. Such securities may be sold to implement the Company’s
asset/liability management strategies and in response to changes in interest rates and similar factors. Securities available-
for-sale are reported at fair value. Realized gains and losses on securities available-for-sale, determined using the specific
identification method, are included in results of operations. Amortization of premiums and accretion of discounts are
recognized as adjustments to yield over the contractual lives of the related securities with the exception of premiums for
97
non-contingently callable debt securities which are amortized to the earliest call date, rather than the contractual maturity
date.
Unrealized holding gains and losses, net of the related deferred tax effect, are reported as a net amount in a separate
component of equity entitled accumulated other comprehensive income (loss). Any declines in the values of these
securities that are considered to be other-than-temporary-impairment (“OTTI”) and credit-related are recognized in
earnings. Noncredit-related OTTI on securities not expected to be sold is recognized in other comprehensive income (loss).
The review for OTTI is conducted on an ongoing basis and takes into account the severity and duration of the impairment,
recent events specific to the issuer or industry, fair value in relationship to cost, extent and nature of change in fair value,
creditworthiness of the issuer including external credit ratings and recent downgrades, trends and volatility of earnings,
current analysts’ evaluations, and other key measures. In addition, the Company does not intend to sell the securities and
it is more likely than not that we will not be required to sell the securities before recovery of their amortized cost basis. In
doing this, we take into account our balance sheet management strategy and consideration of current and future market
conditions. Dividends and interest income are recognized when earned.
Federal Home Loan Bank Stock - The Bank’s investment in FHLB stock is carried at cost, which approximates fair value.
As a member of the FHLB system, the Bank is required to maintain an investment in capital stock of the FHLB in an
amount of $2.1 million and 4.0% of advances from the FHLB. The Bank’s required minimum level of investment in FHLB
stock is based on specific percentages of its outstanding mortgages, total assets, or FHLB advances. At December 31, 2020
and 2019, the Bank’s minimum level of investment requirement in FHLB stock was $7.4 million and $8.0 million,
respectively. The Bank was in compliance with the FHLB minimum investment requirement at December 31, 2020 and
2019.
Management evaluates FHLB stock for impairment as needed. Management’s determination of whether these investments
are impaired is based on its assessment of the ultimate recoverability of cost rather than by recognizing temporary declines
in value. The determination of whether a decline affects the ultimate recoverability of cost is influenced by criteria such
as (1) the significance of any decline in net assets of the FHLB as compared with the capital stock amount for the FHLB
and the length of time this situation has persisted; (2) commitments by the FHLB to make payments required by law or
regulation and the level of such payments in relation to the operating performance of the FHLB; (3) the impact of
legislative and regulatory changes on institutions and, accordingly, the customer base of the FHLB; and (4) the liquidity
position of the FHLB. Based on its evaluation, management determined that there was no impairment of FHLB stock at
December 31, 2020 and 2019, respectively.
Loans Held for Sale - The Bank records all mortgage loans held for sale at fair value. Fair value is determined by
outstanding commitments from investors or current investor yield requirements calculated on the aggregate loan basis.
Gains and losses on fair value changes of loans held for sale are recorded in the gain on sale of loans component of
noninterest income. Origination fees and costs are recognized in earnings at the time of origination. Mortgage loans held
for sale are sold with the mortgage service rights either released or retained by the Bank. Gains or losses on sales of
mortgage loans are recognized based on the difference between the selling price and the carrying value of the related
mortgage loans sold. All sales are made with limited recourse against the Company.
Other Real Estate Owned - Other real estate owned (“OREO”) consists of properties or assets acquired through or in lieu
of foreclosure, and are recorded initially at fair value less selling costs, with the initial charge made to the allowance for
loan losses. Costs relating to development and improvement of the properties or assets are capitalized while costs relating
to holding the properties or assets are expensed. Valuations are periodically performed by management, and a charge to
earnings is recorded if the recorded value of a property exceeds its estimated net realizable value.
Derivatives - Commitments to fund mortgage loans (interest rate locks) to be sold into the secondary market and forward
commitments for the future delivery of these mortgage loans are accounted for as free-standing derivatives. The fair value
of the interest rate lock is recorded at the time the commitment to fund the mortgage loan is executed and is adjusted for
the expected exercise of the commitments to fund the loans, the Company enters into forward commitments for the future
delivery of mortgage loans when interest rate locks are entered. Fair values of these mortgage derivatives are estimated
based on changes in mortgage interest rates from the date the interest on the loan is locked. Changes in the fair values of
these derivatives are reported in “Gain on sale of loans” on the Consolidated Statements of Income.
98
The accounting for changes in the fair value of derivatives depends on the intended use of the derivative and resulting
designation. The Company’s hedging policies permit the use of various derivative financial instruments to manage interest
rate risk or to hedge specified assets and liabilities. To qualify for hedge accounting, derivatives must be highly effective
at reducing the risk associated with the exposure being hedged and must be designated as a hedge at the inception of the
derivative contract. If derivative instruments are designated as fair value hedges, and such hedges are highly effective,
both the change in the fair value of the hedge and the hedged item are included in current earnings. If derivative instruments
are designated as cash flow hedges, fair value adjustments related to the effective portion are recorded in other
comprehensive income and are reclassified to earnings when the hedged transaction is reflected in earnings. Ineffective
portions of cash flow hedges are reflected in earnings as they occur. Actual cash receipts and/or payments and related
accruals on derivatives related to hedges are recorded as adjustments to the interest income or interest expense associated
with the hedged item. During the life of the hedge, the Company formally assesses whether derivatives designated as
hedging instruments continue to be highly effective in offsetting changes in the fair value or cash flows of hedged items.
If it is determined that a hedge has ceased to be highly effective, the Company will discontinue hedge accounting
prospectively. At such time, previous adjustments to the carrying value of the hedged item are reversed into current
earnings and the derivative instrument is reclassified to a trading position recorded at fair value. For derivatives not
designated as hedges, changes in fair value are recognized in earnings, in noninterest income.
Loans Receivable - Loans receivable, are stated at the amount of unpaid principal reduced by an allowance for loan losses
and net deferred fees or costs. Interest on loans is calculated using the simple interest method based on the daily balance
of the principal amount outstanding and is credited to income as earned. Loan fees, net of direct origination costs, are
deferred and amortized over the life of the loan using the effective yield method. If the loan is repaid prior to maturity, the
remaining unamortized net deferred loan origination fee is recognized in income at the time of repayment.
Interest on loans is accrued daily based on the principal amount outstanding. Generally, the accrual of interest on loans is
discontinued when, in management’s opinion, the borrower may be unable to meet payments as they become due or when
they are past due 90 days as to either principal or interest (based on contractual terms), unless they are well secured and in
the process of collection. All interest accrued but not collected for loans that are placed on nonaccrual status or charged
off are reversed against interest income. Subsequent collections on a cash basis are applied proportionately to past due
principal and interest, unless collectability of principal is in doubt, in which case all payments are applied to principal.
Loans are returned to accrual status when the loan is performing according to its contractual terms for at least six months
and the collectability of principal and interest is no longer doubtful. The Company did not designate loans with payment
deferrals granted due to the novel coronavirus of 2019 (“COVID-19’) pandemic as delinquent in accordance with
provisions of The Coronavirus Aid, Relief, and Economic Security Act of 2020 (the “CARES Act”) and the Consolidated
Appropriations Act, 2021 (the “CAA 2021”) and related regulatory guidance.
Impaired Loans - A loan is considered impaired when it is probable the Company will be unable to collect all contractual
principal and interest payments due in accordance with the original or modified terms of the loan agreement. Impaired
loans are measured on a loan by loan basis based on the estimated fair value of the collateral less estimated cost to sell if
the loan is considered collateral dependent. Impaired loans not considered to be collateral dependent are measured based
on the present value of expected future cash flows. Regular credit reviews of the portfolio also identify loans that are
considered potentially impaired except for the smaller groups of homogeneous consumer loans.
The categories of nonaccrual loans and impaired loans overlap, although they are not coextensive. The Company considers
all circumstances regarding the loan and borrower on an individual basis when determining whether an impaired loan
should be placed on nonaccrual status, such as the financial strength of the borrower, the collateral value, reasons for delay,
payment record, the amount of past due and the number of days past due. Loans that experience insignificant payment
delays and payment shortfalls are generally 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 reasons for the delay, the borrower’s prior
payment record, and the amount of shortfall in relation to the principal and interest owed.
Troubled Debt Restructured Loans - Troubled debt restructured (“TDR”) loans are loans for which the Company, for
economic or legal reasons related to the borrower’s financial condition, has granted a significant concession to the
borrower that it would otherwise not consider. The loan terms which have been modified or restructured due to a
borrower’s financial difficulty may include, but are not limited to: a reduction in the stated interest rate; an extension of
99
the maturity at an interest rate below current market; a reduction in the face amount of the debt; a reduction in the accrued
interest; or re-aging, extensions, deferrals and renewals. TDR loans are considered impaired loans and are individually
evaluated for impairment and can be classified as either accrual or nonaccrual. TDR loans are classified as nonperforming
loans unless they have been performing in accordance with their modified terms for a period of at least six months in
which case they are placed on accrual status. See “ Recent Accounting Pronouncements, Recent Events” below for
payment deferrals considered to be short-term that are not considered TDRs.
Allowance for Loan and Lease Losses (“ALLL”) - The ALLL is maintained at a level considered adequate to provide for
probable losses on existing loans based on evaluating known and inherent risks in the loan portfolio. The allowance is
reduced by loans charged off and increased by provisions charged to earnings and recoveries on loans previously charged-
off. The allowance is based on management’s periodic, and systematic evaluation of factors underlying the quality of the
loan portfolio including changes in the size and composition of the loan portfolio, the estimated value of any underlying
collateral, actual loan loss experience, current economic conditions, and detailed analysis of individual loans for which
full collectability may not be assured. This evaluation is inherently subjective as it requires estimates that are susceptible
to significant revision as more information becomes available. While management uses the best information available to
make its estimates, future adjustments to the allowance may be necessary if there is a significant change in economic and
other conditions. Additional analysis was completed on the ALLL during 2020 based on the significance of loan
modifications in accordance with the CARES Act and regulatory guidance and loan risk rating downgrades as well as
additional risk factors related to COVID-19. The appropriateness of the ALLL is estimated based on these factors and
trends identified by management at the time the financial statements are prepared.
When available information confirms that specific loans or portions thereof are uncollectible, these amounts are charged-
off against the ALLL. The existence of some or all of the following criteria will generally confirm that a loss has been
incurred: the loan is significantly delinquent and the borrower has not evidenced the ability or intent to bring the loan
current; the Company has no recourse to the borrower, or if it does, the borrower has insufficient assets to pay the debt;
the estimated fair value of the loan collateral is significantly below the current loan balance, and there is little or no near-
term prospect for improvement.
A provision for loan losses is charged against income and added to the ALLL based on regular assessment of the loan
portfolio. The ALLL is allocated to certain loan categories based on the relative risk characteristics, asset classifications,
and actual loss experience within the loan portfolio. Although management has allocated the ALLL to various loan
portfolio segments, the allowance is general in nature and is available for the loan portfolio in its entirety.
The ultimate recovery of all loans is susceptible to future market factors beyond the Company’s control. These factors
may result in losses or recoveries differing significantly from those provided for in the financial statements. In addition,
regulatory agencies, as an integral part of their examination process, periodically review the Company’s ALLL, and may
require the Company to make additions to the allowance based on their judgment about information available to them at
the time of their examinations.
Reserve for Unfunded Loan Commitments - The reserve for unfunded loan commitments is maintained at a level believed
by management to be sufficient to absorb estimated probable losses related to these unfunded credit facilities. The
determination of the adequacy of the reserve is based on periodic evaluations of the unfunded credit facilities including an
assessment of the probability of commitment usage, credit risk factors for loans outstanding to these same customers, and
the terms and expiration dates of the unfunded credit facilities. The reserve for unfunded loan commitments is included in
other liabilities on the consolidated balance sheet, with changes to the balance charged against noninterest expense.
Premises and Equipment, Net - Land is carried at cost. Premises and equipment are stated at cost less accumulated
depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of
the assets. The estimated useful lives used to compute depreciation include building and building improvements from 25
to 40 years and furniture, fixtures, and equipment from three to 10 years. Leasehold and tenant improvements are amortized
using the straight-line method over the lesser of useful life or the life of the related lease. Gains or losses on dispositions
are reflected in Consolidated Statements of Income.
100
Management reviews buildings, improvements and equipment for impairment on an annual basis or whenever events or
changes in the circumstances indicate that the undiscounted cash flows for the property are less than its carrying value. If
identified, an impairment loss is recognized through a charge to earnings based on the fair value of the property.
Right of Use Lease Asset & Lease Liability - The Company leases retail space, office space, storage space, and equipment
under operating leases. Most leases require the Company to pay real estate taxes, maintenance, insurance and other similar
costs in addition to the base rent. Certain leases also contain lease incentives, such as tenant improvement allowances and
rent abatement. Variable lease payments are recognized as lease expense as they are incurred. The Company records an
operating lease right of use (ROU) asset and an operating lease liability (lease liability) for operating leases with a lease
term greater than 12 months. The ROU asset and lease liability are recorded in other assets and other liabilities,
respectively, in the consolidated statement of financial condition.
ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to
make lease payments arising from the lease. ROU assets and lease liabilities are recognized at commencement date based
on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit
rate, the Company generally uses its incremental borrowing rate based on the estimated rate of interest for collateralized
borrowing over a similar term of the lease payments at commencement date. Many of the Company’s leases contain various
provisions for increases in rental rates, based either on changes in the published Consumer Price Index or a predetermined
escalation schedule, which are factored into our determination of lease payments when appropriate. Substantially all of the
leases provide the Company with the option to extend the lease term one or more times following expiration of the initial
term. The ROU asset and lease liability terms may include options to extend or terminate the lease when it is reasonably
certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis
over the lease term.
Transfers of Financial Assets - Transfers of an entire financial asset, a group of entire financial assets, or participating
interest in an entire financial asset are accounted for as sales when control over the assets has been surrendered. Control
over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the
transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange
the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an
agreement to repurchase them before their maturity.
Servicing Rights - Servicing assets are recognized as separate assets when rights are acquired through purchase or through
sale of financial assets. Generally, purchased servicing rights are capitalized at the cost to acquire the rights. For sales of
mortgage, commercial and consumer loans, a portion of the cost of originating the loan is allocated to the servicing right
based on relative fair value. Fair value is based on market prices for comparable mortgage, commercial, or consumer
servicing contracts, when available, or alternatively, is based on a valuation model that calculates the present value of
estimated future net servicing income. The valuation model incorporates assumptions that market participants would use
in estimating future net servicing income, such as the cost to service, the discount rate, the custodial earnings rate, an
inflation rate, ancillary income, prepayment speeds, and default rates and losses.
Servicing assets are evaluated quarterly for impairment based upon the fair value of the rights as compared to amortized
cost. Impairment is determined by stratifying rights into tranches based on predominant characteristics, such as interest
rate, loan type, and investor type. Impairment is recognized through a valuation allowance for an individual tranche, to the
extent that fair value is less than the capitalized amount for the tranche. If the Company later determines that all or a
portion of the impairment no longer exists for a particular tranche, a reduction of the allowance may be recorded as an
increase to income. Capitalized servicing rights are stated separately on the Consolidated Balance Sheets and are amortized
into noninterest income in proportion to, and over the period of, the estimated future net servicing income of the underlying
financial assets.
Income Taxes - The Company files a consolidated federal income tax return. Deferred federal income taxes result from
temporary differences between the tax basis of assets and liabilities, and their reported amounts in the financial statements.
These will result in differences between income for tax purposes and income for financial reporting purposes in
future years. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the
provision for income taxes. Valuation allowances are established to reduce the net recorded amount of deferred tax assets
if it is determined to be more likely than not, that all or some portion of the potential deferred tax asset will not be realized.
101
The Company follows the authoritative guidance issued related to accounting for uncertainty in income taxes. The
guidance prescribes a recognition threshold and measurement attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return. It is the Company’s policy to record any
penalties or interest arising from federal or state taxes as a component of income tax expense.
Employee Stock Ownership Plan - Compensation expense recognized for the Company’s ESOP equals the fair value of
shares that have been allocated or committed to be released for allocation to participants. Any difference between the fair
value of the shares at the time and the ESOP’s original acquisition cost is charged or credited to stockholders’ equity
(additional paid-in capital). The cost of ESOP shares that have not yet been allocated or committed to be released is
deducted from stockholders’ equity.
Earnings Per Share (“EPS”) - Basic EPS are computed by dividing income available to common stockholders by the
weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential
dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common
stock or resulted in the issuance of common stock that then shared in the earnings of the entity. For purposes of computing
basic and dilutive EPS, ESOP shares that have been committed to be released are outstanding and ESOP shares that have
not been committed to be released shall not be considered outstanding.
Comprehensive Income (Loss) - Comprehensive income (loss) is comprised of net income and other comprehensive
income (loss). Other comprehensive income (loss) includes unrealized holding gains and losses on securities available-
for-sale, net of tax and unrealized holding losses on derivatives designated as cash flow hedges, net of tax recorded directly
to equity.
Financial Instruments - In the ordinary course of business, the Company has entered into agreements for off-balance-
sheet financial instruments consisting of commitments to extend credit and stand-by letters of credit. Such financial
instruments are recorded in the financial statements when they are funded or related fees are incurred or received.
Restricted Assets - Regulations of the Board of Governors of the Federal Reserve System (“Federal Reserve”) require that
the Bank maintain reserves in the form of cash on hand and deposit balances with the FRB, based on a percentage of
deposits. Effective March 26, 2020, the FRB lowered the reserve ratio to zero percent. At December 31, 2020 and
December 31, 2019, the Bank had no reserve requirement.
Marketing and Advertising Costs - The Company records marketing and advertising costs as expenses as they are
incurred. Total marketing and advertising expense was $530,000 and $678,000 for the years ended December 31, 2020
and 2019, respectively.
Stock-Based Compensation - Compensation cost is recognized for stock options and restricted stock awards, based on the
fair value of these awards at the grant date. A Black-Scholes model is utilized to estimate the fair value of stock options,
while the market price of the Company’s common stock at the grant date is used for restricted stock awards. Compensation
cost is recognized over the required service period, generally defined as the vesting period. For awards with graded vesting,
compensation cost is recognized on a straight-line basis over the requisite service period for the entire award.
Goodwill - Goodwill is recorded upon completion of a business combination as the difference between the purchase price
and the fair value of net identifiable assets acquired. Goodwill was not recorded until the first quarter of 2016 in recognition
of the four retail branches purchased from Bank of America on January 22, 2016. The Company completes its annual
review of goodwill during the fourth quarter of each fiscal year. An assessment of qualitative factors is completed to
determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative
analysis concludes that further analysis is required, then a quantitative impairment test would be completed. The
quantitative goodwill impairment test is used to identify the existence of impairment and the amount of impairment loss
and compares the reporting unit’s estimated fair value, including goodwill, to its carrying amount. If the fair value exceeds
the carrying amount then goodwill is not considered impaired. If the carrying amount exceeds its fair value, an impairment
loss would be recognized equal to the amount of excess, limited to the amount of total goodwill allocated to that reporting
unit. There was no goodwill impairment at December 31, 2020 or 2019.
102
Business Combinations - The Company accounts for business combinations using the acquisition method of
accounting. The accounts of an acquired entity are included as of the date of acquisition, and any excess of purchase price
over the fair value of the net assets acquired is capitalized as goodwill. In the event that the fair value of net assets acquired
exceeds the purchase price, including fair value of liabilities assumed, a bargain purchase gain is recorded on that
acquisition. Under this method, all identifiable assets acquired, including purchased loans, and liabilities assumed are
recorded at fair value. The Company typically issues common stock and/or pays cash for an acquisition, depending on the
terms of the acquisition agreement. The value of shares of common stock issued is determined based on the market price
of the stock as of the closing of the acquisition.
Acquired Loans - Acquired loans are recorded at their initial fair value and adjusted for subsequent advances, pay downs,
amortization or accretion of any premium or discount on purchase, charge-offs and additional provisioning that may be
required.
Application of New Accounting Guidance in 2020
On January 1, 2020, the Company adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards
Update (“ASU’) No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure
Requirements for Fair Value Measurement. This ASU contains some technical adjustments related to the fair value
disclosure requirements of public companies. Included in this ASU is the additional disclosure requirement of unrealized
gains and losses for the period in recurring level 3 fair value disclosures and the range and weighted average of significant
unobservable inputs, among other technical changes. The adoption of ASU 2018-13 did not have a material impact on the
Company's consolidated financial statements.
In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of
Reference Rate Reform on Financial Reporting. This ASU applies to contracts, hedging relationships and other
transactions that reference LIBOR or other rate references expected to be discontinued because of reference rate reform.
The ASU permits an entity to make necessary modifications to eligible contracts or transactions without requiring contract
remeasurement or reassessment of a previous accounting determination. For a cash flow hedge, a change in the method
used to assess hedge effectiveness will not result in dedesignation of the hedging relationship if certain criteria are met.
This ASU is effective for all entities as of March 12, 2020 through December 31, 2022. The Company is party to cash
flow hedge arrangements where the hedge effectiveness is based on LIBOR. The adoption of ASU 2020-04 did not have
a material impact on the Company’s consolidated financial statements.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of
Credit Losses on Financial Instruments, as amended by ASU 2018-19, ASU 2019-10, and ASU 2019-11. The ASU is
intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial
instruments held by financial institutions and other organizations. The ASU requires the recognition and measurement of
all current expected credit losses (“CECL”) for financial assets held at the reporting date based on historical experience,
current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use
forward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques applied
today will still be permitted, although the inputs to those techniques will change to reflect the approach under CECL.
Organizations will continue to use judgment to determine which loss estimation method is appropriate for their
circumstances. The ASU requires enhanced disclosures to help investors and other financial statement users better
understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and
underwriting standards of an organization’s portfolio. These disclosures include qualitative and quantitative requirements
that provide additional information about the amounts recorded in the financial statements. In addition, the ASU amends
the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration.
The ASU and associated amendments are effective for fiscal years, and interim periods within those fiscal years, beginning
after December 15, 2022. Early adoption will be permitted for fiscal years, and interim periods within those fiscal years,
beginning after December 15, 2019.
103
The Company has selected a third-party vendor to assist in the implementation of this ASU and has run parallel
computations as it continues to evaluate the impact of adoption of the new standard. As part of the implementation,
management is also evaluating economic variables and forecast time horizons it believes to be most relevant based on the
composition of the loan portfolio to develop a reasonable and supportable forecast, likely to include forecasted levels of
employment, gross domestic product, and home price index, depending on the nature of the loan segment, as well as
various loss methodologies to estimate expected credit losses. In addition, management has kept current on evolving
interpretations and industry practices related to ASU 2016-13 via webcasts, publications, and conferences. Once adopted,
the Company anticipates the allowance for loan losses to potentially increase through a one-time adjustment to retained
earnings, however, until the evaluation is complete the magnitude of the potential increase will be unknown.
In April 2019, the FASB issued ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit
Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments. This ASU clarifies and improves
areas of guidance related to the recently issued standards on credit losses, hedging, and recognition and measurement
including improvements resulting from various FASB Transition Resource Group meetings. Early adoption is permitted.
The Company plans to adopt Topic 326 of this ASU, in conjunction with ASU No. 2016-13, on January 1, 2023. The
adoption of Topics 815 and 825 did not have a material impact on the Company’s consolidated financial statements.
In May 2019, the FASB issued ASU 2019-05, Financial Instruments-Credit Losses (Topic 326): Targeted Transition
Relief. The amendments in this ASU provide entities that have certain instruments within the scope of Subtopic 326-20
with an option to irrevocably elect the fair value option in Subtopic 825-10, applied on an instrument-by-instrument basis
for eligible instruments, upon the adoption of Topic 326. The fair value option election does not apply to held-to-maturity
debt securities. An entity that elects the fair value option should subsequently measure those instruments at fair value with
changes in fair value flowing through earnings. This ASU is effective for fiscal years beginning after December 15, 2022,
and interim periods within those fiscal years. The ASU should be applied on a modified-retrospective basis by means of a
cumulative-effect adjustment to the opening balance of retained earnings balance in the balance sheet. Early adoption is
permitted. The adoption of Topic 326 is not expected to have a material impact on the Company’s consolidated financial
statements.
In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income
Taxes. The amendments in this ASU simplify the accounting for income taxes by removing certain exceptions to the
general principles in Topic 740, Income Taxes. The amendments also improve consistent application of and simplify
GAAP for other areas of Topic 740 by clarifying and amending existing guidance. This ASU is effective for fiscal years,
and interim periods within those fiscal years, beginning after December 15, 2020. The Company does not expect the
adoption of ASU 2019-12 to have a material impact on its consolidated financial statements.
In October 2020, the FASB issued ASU 2020-08, Codification Improvements to Subtopic 310-20: Receivables –
Nonrefundable Fees and Other Costs. The ASU clarifies that the Company should reevaluate whether a callable debt
security is within the scope of paragraph 310-20-35-33 for each reporting period. This ASU is effective for fiscal years
beginning after December 15, 2020, including interim periods within those fiscal years. The Company does not expect the
adoption of ASU 2020-08 to have a material impact on its consolidated financial statements.
Recent Events - The CARES Act signed into law on March 27, 2020 also provided guidance around the modification of
loans as a result of the COVID-19 pandemic, providing, among other criteria, that modifications made between March 1,
2020, and the earlier of December 31, 2020, or 60 days after the COVID-19 national emergency is terminated, on a good
faith basis to borrowers who were current as of December 31, 2019, are exempt from accounting requirements for TDRs.
This includes modifications such as payment deferrals, fee waivers, extensions of repayment terms, or other delays in
payment. On April 7, 2020, the federal banking regulators issued a revised interagency statement on loan modifications
and the reporting for financial institutions working with customers affected by the COVID-19 pandemic (“Interagency
Statement”). The Interagency Statement confirmed that COVID-19 related short-term loan modifications (e.g., payment
deferrals of six months or less) provided to borrowers that were current (less than 30 days past due) at the time the relief
was granted are not TDR loans. Borrowers that do not meet the criteria in the CARES Act or the Interagency Statement
are assessed for TDR loan classification in accordance with the Company’s accounting policies. As of December 31,
2020, the amount of portfolio loans remaining under payment/relief agreements includes commercial real estate loans of
$31.2 million, commercial business loans of $12.8 million, a portfolio one-to-four-family loan of $308,000, and other
104
consumer loans of $392,000. The majority of these modifications involved short-term (e.g. less than six months)
extensions and/or interest-only periods. On December 27, 2020, the Consolidated Appropriations Act (“CAA 2021”) was
signed into law. Among other purposes, this act provides additional coronavirus emergency response and relief, including
extending relief offered under the CARES Act related to troubled debt restructurings as a result of COVID-19 through
January 1, 2022 or 60 days after the end of the national emergency declared by the President, whichever is earlier. For
additional information, see “Note 3 - Loans Receivable and Allowance for Loan Losses.”
NOTE 2 - INVESTMENTS
The following tables present the amortized costs, unrealized gains, unrealized losses, and estimated fair values of securities
available-for-sale and held-to-maturity at December 31, 2020 and 2019:
December 31, 2020
Estimated
SECURITIES AVAILABLE-FOR-SALE
U.S. agency securities
Corporate securities
Municipal bonds
Mortgage-backed securities
U.S. Small Business Administration securities
Total securities available-for-sale
SECURITIES HELD-TO-MATURITY
Corporate securities
Total securities held-to-maturity
Amortized Unrealized Unrealized
Cost
7,940 $
Gains
$
Losses
(1) $
166 $
54
2,435
2,541
443
5,639
(939)
(150)
(76)
(15)
(1,181)
Fair
Values
8,105
11,000
71,857
68,187
18,869
178,018
11,885
69,572
65,722
18,441
173,560
7,500
7,500
77
77
(21)
(21)
7,556
7,556
Total securities
$ 181,060 $
5,716 $
(1,202) $ 185,574
December 31, 2019
Estimated
Amortized Unrealized Unrealized
Fair
SECURITIES AVAILABLE-FOR-SALE
U.S. agency securities
Corporate securities
Municipal bonds
Mortgage-backed securities
U.S. Small Business Administration securities
Total securities available-for-sale
There were no securities held-to-maturity at December 31, 2019.
Gains
Losses
Cost
8,986 $
$
10,525
20,516
62,745
22,281
$ 125,053 $
95 $
52
604
405
191
1,347 $
Values
9,066
(15) $
10,570
(7)
21,120
—
62,850
(300)
(21)
22,451
(343) $ 126,057
At December 31, 2020, the Bank had pledged seven securities held at the FHLB of Des Moines with a carrying value of
$8.8 million to secure Washington State public deposits of $13.2 million with a $5.3 million collateral requirement by the
Washington Public Deposit Protection Commission. At December 31, 2019, the Bank pledged seven securities held at the
FHLB of Des Moines with a carrying value of $7.4 million to secure Washington State public deposits of $10.3 million
with a $4.0 million collateral requirement.
Investment securities that were in an unrealized loss position at December 31, 2020 and 2019 are presented in the following
tables, based on the length of time individual securities have been in an unrealized loss position. Management believes
that these securities are only temporarily impaired due to changes in market interest rates or the widening of market spreads
105
subsequent to the initial purchase of the securities, and not due to concerns regarding the underlying credit of the issuers
or the underlying collateral.
Less than 12 Months
December 31, 2020
12 Months or Longer
Total
Unrealized
SECURITIES AVAILABLE-FOR-SALE
Fair
Value
Unrealized Fair Unrealized Fair
Losses
Value
Losses
Value
Losses
U.S. agency securities
Corporate securities
Municipal bonds
Mortgage-backed securities
U.S. Small Business Administration
securities
Total securities available-for-sale
SECURITIES HELD-TO-MATURITY
Corporate securities
Total securities held-to-maturity
$
1,986 $
7,059
8,377
6,903
(1) $
— $
—
—
3,002
(939)
(150)
(65)
— $ 1,986 $
—
—
(11)
7,059
8,377
9,905
(1)
(939)
(150)
(76)
2,314
26,639
(15)
(1,170)
—
3,002
—
(11)
2,314
29,641
(15)
(1,181)
4,979
4,979
(21)
(21)
—
—
—
—
4,979
4,979
(21)
(21)
Total
$ 31,618 $ (1,191) $ 3,002 $
(11) $ 34,620 $ (1,202)
Less than 12 Months
Fair
SECURITIES AVAILABLE-FOR-SALE Value
Unrealized Fair
Value
Losses
December 31, 2019
12 Months or Longer
Total
Unrealized
Losses
Unrealized Fair
Losses
Value
— $ 2,977 $
—
(146)
1,993
23,804
$ 2,977 $
1,993
12,345
(15) $
(7)
(154)
— $
—
11,459
U.S. agency securities
Corporate securities
Mortgage-backed securities
U.S. Small Business Administration
securities
Total
4,395
$ 21,710 $
(21)
(197) $ 11,459 $
—
—
4,395
(146) $ 33,169 $
(15)
(7)
(300)
(21)
(343)
There were 21 investments with unrealized losses of less than one year and one investment with unrealized losses of more
than one year at December 31, 2020. There were 13 investments with unrealized losses of less than one year and 10
investments with unrealized losses of more than one year at December 31, 2019. The unrealized losses associated with
these investments are believed to be caused by changing market conditions that are considered to be temporary and the
Company does not intend to sell the securities, and it is not likely to be required to sell these securities prior to maturity.
Based on the Company’s evaluation of these securities, no OTTI was recorded for the years ended December 31, 2020
and 2019. Additional deterioration in market and economic conditions related to the COVID-19 pandemic, may have an
adverse impact on credit quality in the future and result in other-than-temporary impairment charges.
The contractual maturities of securities available-for-sale and held-to-maturity at December 31, 2020 and 2019 are listed
below. Expected maturities of mortgage-backed securities may differ from contractual maturities because borrowers may
106
have the right to call or prepay the obligations; therefore, these securities are classified separately with no specific maturity
date.
SECURITIES AVAILABLE-FOR-SALE
U.S. agency securities
Due after one year through five years
Due after five years through ten years
Due after ten years
Subtotal
Corporate securities
Due in one year or less
Due after one year through five years
Due after five years through ten years
Due after ten years
Subtotal
Municipal bonds
Due in one year or less
Due after one year through five years
Due after five years through ten years
Due after ten years
Subtotal
Mortgage-backed securities
Federal National Mortgage Association (“FNMA”)
Federal Home Loan Mortgage Corporation (“FHLMC”)
Government National Mortgage Association (“GNMA”)
Subtotal
U.S. Small Business Administration securities
Due after one year through five years
Due after five years through ten years
Due after ten years
Subtotal
Total securities available-for-sale
SECURITIES HELD-TO-MATURITY
Corporate securities
Due after five years through ten years
Total securities held-to-maturity
December 31, 2020
Amortized Fair
Value
Cost
December 31, 2019
Amortized Fair
Value
Cost
$
978 $
1,000
5,962
7,940
2,392
3,493
4,000
2,000
11,885
101
3,749
7,994
57,728
69,572
47,675
11,825
6,222
65,722
1,060 $
1,036
6,009
8,105
996 $
3,997
3,993
8,986
1,036
4,027
4,003
9,066
2,433
3,491
3,676
1,400
11,000
101
3,980
8,321
59,455
71,857
50,005
11,913
6,269
68,187
5,034
3,491
2,000
—
10,525
—
3,774
3,162
13,580
20,516
42,131
15,250
5,364
62,745
5,044
3,532
1,994
—
10,570
—
3,833
3,307
13,980
21,120
42,333
15,179
5,338
62,850
2,266
8,097
8,078
18,441
173,560
2,353
8,333
8,183
18,869
178,018
1,546
11,500
9,235
22,281
125,053
1,555
11,598
9,298
22,451
126,057
7,500
7,500
7,556
7,556
—
—
—
—
Total securities
$ 181,060 $ 185,574 $ 125,053 $ 126,057
The proceeds and resulting gains and losses, computed using specific identification from sales of securities available-for-
sale for the years ended December 31, 2020 and 2019 were as follows:
December 31, 2020
Securities available-for-sale
Securities available-for-sale
107
Proceeds Gross Gains Gross Losses
—
$
12,214 $
300 $
December 31, 2019
Proceeds Gross Gains Gross Losses
(59)
$
10,554 $
91 $
NOTE 3 - LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES
The composition of the loan portfolio was as follows at December 31:
REAL ESTATE LOANS
Commercial
Construction and development
Home equity
One-to-four-family (excludes loans held for sale)
Multi-family
Total real estate loans
CONSUMER LOANS
Indirect home improvement
Marine
Other consumer
Total consumer loans
COMMERCIAL BUSINESS LOANS
Commercial and industrial
Warehouse lending
Total commercial business loans
Total loans receivable, gross
Allowance for loan losses
Deferred costs and fees, net
Premiums on purchased loans, net
Total loans receivable, net
December 31, December 31,
$
2020
222,719 $
216,975
43,093
311,093
131,601
925,481
286,020
85,740
3,418
375,178
2019
210,749
179,654
38,167
261,539
133,931
824,040
254,691
67,179
4,340
326,210
224,476
49,092
273,568
1,574,227
(26,172)
(4,017)
943
1,544,981 $
140,531
61,112
201,643
1,351,893
(13,229)
(3,273)
955
1,336,346
$
At December 31, 2020, the Bank held approximately $774.8 million in loans that qualify as collateral for FHLB advances,
compared to approximately $646.1 million at December 31, 2019. The Bank held approximately $369.2 million in loans
that qualify as collateral for an FRB line of credit at December 31, 2020, compared to approximately $318.8 million at
December 31, 2019. During the year ended December 31, 2020, the Bank participated in the U.S. Small Business
Administration (“SBA”) Paycheck Protection Program (“PPP”), a guaranteed unsecured loan program enacted under the
CARES Act to provide near-term relief to help small businesses impacted by COVID-19 sustain operations. PPP loans
included in commercial and industrial business loans totaled $62.1 million, all of which are fully guaranteed by the SBA.
The Bank expects that the great majority of PPP borrowers will seek full or partial forgiveness of their loan obligations in
accordance with the CARES Act. At December 31, 2020, all of the Bank’s PPP loans were pledged as collateral for non-
recourse advances under the FRB’s Paycheck Protection Program Liquidity Facility (“PPPLF”). For additional
information, see “Note 9 - Debt.”
Included in the carrying value of gross loans are net discounts on loans purchased in the Anchor Bank acquisition in
November 2018. The remaining net discount on loans acquired was $1.5 million and $2.7 million, on $132.6 million and
$198.5 million of gross loans at December 31, 2020 and December 31, 2019, respectively.
The Company has defined its loan portfolio into three segments that reflect the structure of the lending function, the
Company’s strategic plan and the manner in which management monitors performance and credit quality. The three loan
portfolio segments are: (a) Real Estate Loans, (b) Consumer Loans and (c) Commercial Business Loans. Each of these
segments is disaggregated into classes based on the risk characteristics of the borrower and/or the collateral type securing
the loan. The following is a summary of each of the Company’s loan portfolio segments and classes:
108
Real Estate Loans
Commercial Lending. Loans originated by the Company primarily secured by income producing properties, including
retail centers, warehouses, and office buildings located in our market areas.
Construction and Development Lending. Loans originated by the Company for the construction of, and secured by,
commercial real estate, one-to-four-family, and multi-family residences and tracts of land for development that are not
pre-sold. A small portion of the one-to-four-family construction portfolio is custom construction loans to the intended
occupant of the residence.
Home Equity Lending. Loans originated by the Company secured by second mortgages on one-to-four-family residences,
including home equity lines of credit in our market areas.
One-to-Four-Family Real Estate Lending. One-to-four-family residential loans include owner occupied properties
(including second homes), and non-owner occupied properties with four or less units. These loans originated by the
Company or purchased from banks are secured by first mortgages on one-to-four-family residences in our market areas
that the Company intends to hold (excludes loans held for sale).
Multi-family Lending. Apartment term lending (five or more units) to current banking customers and community
reinvestment loans for low to moderate income individuals in the Company’s footprint.
Consumer Loans
Indirect Home Improvement. Fixture secured loans for home improvement are originated by the Company through its
network of home improvement contractors and dealers and are secured by the personal property installed in, on, or at the
borrower’s real property, and may be perfected with a UCC-2 financing statement filed in the county of the borrower’s
residence. These indirect home improvement loans include replacement windows, siding, roofing, pools, and other home
fixture installations, including solar related home improvement projects.
Marine. Loans originated by the Company, secured by boats, to borrowers primarily located in the states the Company
originates consumer loans.
Other Consumer. Loans originated by the Company to consumers in our retail branch footprint, including automobiles,
recreational vehicles, direct home improvement loans, loans on deposits, and other consumer loans, primarily consisting
of personal lines of credit and credit cards.
Commercial Business Loans
Commercial and Industrial Lending (“C&I”). Loans originated by the Company to local small- and mid-sized businesses
in our Puget Sound market area are secured primarily by accounts receivable, inventory, or personal property, plant and
equipment. Some of the C&I loans purchased by the Company are outside of the Greater Puget Sound market area. C&I
loans are made on the basis of the borrower’s ability to make repayment from the cash flow of the borrower’s business.
PPP loans originated by the Company are also included in this loan class.
Warehouse Lending. Loans originated to non-depository financial institutions and secured by notes originated by the non-
depository financial institution. The Company has two distinct warehouse lending divisions: commercial warehouse re-
lending secured by notes on construction loans and mortgage warehouse re-lending secured by notes on one-to-four-family
loans. The Company’s commercial construction warehouse lines are secured by notes on construction loans and typically
guaranteed by principals with experience in construction lending. Mortgage warehouse lending loans are funded through
third-party residential mortgage bankers. Under this program, the Company provides short-term funding to the mortgage
banking companies for the purpose of originating residential mortgage loans for sale into the secondary market.
109
The following tables detail activity in the allowance for loan losses by loan categories for the years shown:
At or For the Year Ended December 31, 2020
Commercial
ALLOWANCE FOR LOAN LOSSES
Beginning balance
Provision for loan losses
Charge-offs
Recoveries
Net recoveries (charge-offs)
Ending balance
Period end amount allocated to:
Loans individually evaluated for impairment
Loans collectively evaluated for impairment
Ending balance
LOANS RECEIVABLE
Real Estate Consumer
$
6,206 $
7,622
—
18
18
3,766 $
3,372
(1,101)
659
(442)
6,696 $
$ 13,846 $
Business Unallocated
3,254 $
1,354
(22)
353
331
4,939 $
3 $
688
—
—
—
691 $
Total
13,229
13,036
(1,123)
1,030
(93)
26,172
$
15 $
13,831
$ 13,846 $
305 $
6,391
6,696 $
990 $
3,949
4,939 $
— $
691
691 $
1,310
24,862
26,172
Loans individually evaluated for impairment
Loans collectively evaluated for impairment
$
1,280 $
871 $
5,610 $
924,201
374,307
267,958
Ending balance
$ 925,481 $ 375,178 $ 273,568 $
7,761
— $
—
1,566,466
— $ 1,574,227
At or For the Year Ended December 31, 2019
Commercial
ALLOWANCE FOR LOAN LOSSES
Beginning balance
Provision (recapture) for loan losses
Charge-offs
Recoveries
Net recoveries (charge-offs)
Ending balance
Period end amount allocated to:
Loans individually evaluated for impairment
Loans collectively evaluated for impairment
Ending balance
LOANS RECEIVABLE
$
$
$
Real Estate Consumer
$
Business Unallocated
5,761 $
439
(5)
11
6
6,206 $
3,351 $
838
(1,040)
617
(423)
3,766 $
3,191 $
1,646
(1,583)
—
(1,583)
3,254 $
46 $
(43)
—
—
—
3 $
Total
12,349
2,880
(2,628)
628
(2,000)
13,229
15 $
6,191
6,206 $
167 $
3,599
3,766 $
— $
3,254
3,254 $
— $
3
3 $
182
13,047
13,229
Loans individually evaluated for impairment
Loans collectively evaluated for impairment
$
2,635 $
493 $
— $
821,405
325,717
201,643
Ending balance
$ 824,040 $ 326,210 $ 201,643 $
— $
3,128
1,348,765
—
— $ 1,351,893
Nonaccrual and Past Due Loans. Loans are considered past due if the required principal and interest payments have not
been received as of the date such payments were due. Loans are automatically placed on nonaccrual once the loan is 90
days past due or sooner if, in management’s opinion, the borrower may be unable to meet payment obligations as they
become due, or as required by regulatory authorities. The exception is the legacy Anchor Bank credit card portfolio
acquired in the November 2018 merger (“Anchor Acquisition”) which is serviced externally and loans are manually placed
on nonaccrual once the credit card payment is 90 days past due.
As a result of the negative impact on employment from the COVID-19 pandemic, the Company anticipates higher levels
of financial hardship for its customers, which the Company expects will lead to higher levels of forbearance, delinquency
and defaults until such time as the economy and employment return to relatively normal levels. The Company has and will
continue to assist customers with an array of payment relief programs during periods of financial hardship, including
forbearance. Forbearance allows a borrower to temporarily not make scheduled payments or to make smaller than
scheduled payments, in each case for a specified period of time. Forbearance does not grant any reduction in the total
principal or interest repayment obligation. While a loan is in forbearance status, interest continues to accrue and is repaid
over a specified time period when the loan re-enters repayment status.
110
As of December 31, 2020, the amount of loans remaining under payment/relief agreements included commercial real estate
loans of $31.2 million, commercial business loans of $12.8 million, a portfolio one-to-four-family loan of $308,000, and
consumer loans of $392,000. These loans were classified as current and accruing interest as of December 31, 2020, with
the exception of two commercial business loans totaling $4.4 million classified as current and nonaccrual. These
modifications were not classified as TDRs at December 31, 2020 in accordance with the CARES Act and related bank
agency regulatory guidance. Loan modifications in accordance with the CARES Act and related banking agency regulatory
guidance are still subject to an evaluation in regard to determining whether or not a loan is deemed to be impaired. At
December 31, 2020 and December 31, 2019, the Company had no TDRs.
The following tables provide information pertaining to the aging analysis of contractually past due loans and nonaccrual
loans for the years ended December 31, 2020 and 2019:
December 31, 2020
30-59 60-89
Days
Past
Due
Days
Past
Due
90 Days
or More
Past Due
Total
Past
Due
Current
$
— $
1,850
127
389
—
2,366
— $
—
137
404
—
541
— $
—
219
512
—
731
1,850
483
1,305
—
3,638
— $ 222,719 $ 222,719 $
Total
Loans
Non-
Receivable Accrual
—
—
636
644
—
1,280
216,975
43,093
311,093
131,601
925,481
215,125
42,610
309,788
131,601
921,843
683
28
73
784
331
77
22
430
325
22
—
347
1,339
127
95
1,561
284,681
85,613
3,323
373,617
286,020
85,740
3,418
375,178
826
44
1
871
REAL ESTATE LOANS
Commercial
Construction and development
Home equity
One-to-four-family
Multi-family
Total real estate loans
CONSUMER LOANS
Indirect home improvement
Marine
Other consumer
Total consumer loans
COMMERCIAL BUSINESS
LOANS
Commercial and industrial
Warehouse lending
Total commercial business loans
Total loans
—
—
—
5,610
—
5,610
$ 3,150 $ 2,175 $ 1,078 $ 6,403 $ 1,567,824 $ 1,574,227 $ 7,761
223,272
49,092
272,364
224,476
49,092
273,568
1,204
—
1,204
1,204
—
1,204
—
—
—
111
December 31, 2019
30-59 60-89
Days
Past
Due
Days
Past
Due
90 Days
or More
Past Due
Total
Past
Due
$
— $ — $
533
109
894
—
1,536
—
—
114
—
114
— $
—
185
1,150
—
1,335
Current
Receivable Accrual
— $ 210,749 $ 210,749 $ 1,086
—
190
1,264
—
2,540
179,654
38,167
261,539
133,931
824,040
179,121
37,873
259,381
133,931
821,055
533
294
2,158
—
2,985
Total
Loans
Non-
692
15
71
778
227
—
2
229
147
—
20
167
1,066
15
93
1,174
253,625
67,164
4,247
325,036
254,691
67,179
4,340
326,210
468
—
25
493
REAL ESTATE LOANS
Commercial
Construction and development
Home equity
One-to-four-family
Multi-family
Total real estate loans
CONSUMER LOANS
Indirect home improvement
Marine
Other consumer
Total consumer loans
COMMERCIAL BUSINESS
LOANS
Commercial and industrial
Warehouse lending
Total commercial business loans
Total loans
—
—
—
—
—
—
—
—
—
$ 2,314 $ 343 $ 1,502 $ 4,159 $ 1,347,734 $ 1,351,893 $ 3,033
140,531
61,112
201,643
140,531
61,112
201,643
—
—
—
—
—
—
There were no loans 90 days or more past due and still accruing interest at both December 31, 2020 and December 31,
2019.
The following tables provide additional information about our impaired loans that have been segregated to reflect loans
for which an allowance for loan losses has been provided and loans for which no allowance was provided for the years
ended December 31, 2020 and 2019:
December 31, 2020
Unpaid
Principal
Balance
$
687 $
645
Related
Recorded
Investment Allowance
—
—
636 $
584
1,203
2,535
1,203
2,423
61
826
44
1
60
826
44
1
—
—
15
289
15
1
4,407
5,339
7,874 $
4,407
5,338
7,761 $
990
1,310
1,310
$
WITH NO RELATED ALLOWANCE RECORDED
Real estate loans:
Home equity
One-to-four-family
Commercial business loans:
Commercial and industrial
WITH RELATED ALLOWANCE RECORDED
Real estate loans:
One-to-four-family
Consumer loans:
Indirect
Marine
Other consumer
Commercial business loans:
Commercial and industrial
Total
112
WITH NO RELATED ALLOWANCE RECORDED
Real estate loans:
Commercial
Home equity
One-to-four-family
Consumer loans
Other consumer
WITH RELATED ALLOWANCE RECORDED
Real estate loans:
One-to-four-family
Consumer loans:
Indirect
Other consumer
Total
December 31, 2019
Unpaid
Principal
Balance
$
1,097 $
278
1,293
Related
Recorded
Investment Allowance
—
—
—
1,086 $
225
1,264
17
2,685
17
2,592
61
60
468
8
537
3,222 $
468
8
536
3,128 $
$
—
—
15
164
3
182
182
The following table presents the average recorded investment in loans individually evaluated for impairment and the
interest income recognized and received for the years ended December 31, 2020 and 2019:
WITH NO RELATED ALLOWANCE
RECORDED
Real estate loans:
Commercial
Home equity
One-to-four-family
Consumer loans:
Other consumer
Commercial business loans:
Commercial and industrial
WITH AN ALLOWANCE RECORDED
Real estate loans:
One-to-four-family
Consumer loans:
Indirect
Marine
Other consumer
Commercial business loans:
Commercial and industrial
Total
$
Credit Quality Indicators
At or For the Year Ended
December 31, 2020
December 31, 2019
Average Recorded Interest Income Average Recorded Interest Income
Investment
Recognized
Investment
$
996 $
485
954
— $
25
17
90 $
Recognized
56
3
34
3
100
2,538
60
675
40
1
—
37
79
—
60
3
—
206
1,500
4
180
1,980
5
463
13
5
2,531
3,307
5,845 $
162
225
304 $
96
582
2,562 $
2
—
95
5
42
—
1
—
48
143
As part of the Company’s on-going monitoring of credit quality of the loan portfolio, management tracks certain credit
quality indicators including trends related to (i) the risk grading of loans, (ii) the level of classified loans, (iii) net charge-
offs, (iv) nonperforming loans and (v) the general economic conditions in the Company’s markets. All loans modified
due to COVID-19 are separately monitored and any request for continuation of relief beyond the initial modification will
113
be reassessed at that time to determine if a further modification should be granted and if a downgrade in risk rating is
appropriate.
The Company utilizes a risk grading matrix to assign a risk grade to its real estate and commercial business loans. Loans
are graded on a scale of 1 to 10, with loans in risk grades 1 to 6 considered “Pass” and loans in risk grades 7 to 10 are
reported as classified loans in the Company’s allowance for loan loss analysis.
A description of the 10 risk grades is as follows:
• Grades 1 and 2 - These grades include loans to very high quality borrowers with excellent or desirable business credit.
• Grade 3 - This grade includes loans to borrowers of good business credit with moderate risk.
• Grades 4 and 5 - These grades include “Pass” grade loans to borrowers of average credit quality and risk.
• Grade 6 - This grade includes loans on management’s “Watch” list and is intended to be utilized on a temporary basis
for “Pass” grade borrowers where frequent and thorough monitoring is required due to credit weaknesses and where
significant risk-modifying action is anticipated in the near term.
• Grade 7 - This grade is for “Other Assets Especially Mentioned (OAEM)” in accordance with regulatory guidelines
and includes borrowers where performance is poor or significantly less than expected.
• Grade 8 - This grade includes “Substandard” loans in accordance with regulatory guidelines which represent an
unacceptable business credit where a loss is possible if loan weakness is not corrected.
• Grade 9 - This grade includes “Doubtful” loans in accordance with regulatory guidelines where a loss is highly
probable.
• Grade 10 - This grade includes “Loss” loans in accordance with regulatory guidelines for which total loss is expected
and when identified are charged off.
Consumer, Home Equity, and One-to-Four-Family Real Estate Loans
Homogeneous loans are risk rated based upon the Federal Financial Institutions Examination Council’s Uniform Retail
Credit Classification and Account Management Policy. Loans classified under this policy at the Company are consumer
loans which include indirect home improvement, solar, marine, other consumer, and one-to-four-family first and second
liens. Under the Uniform Retail Credit Classification Policy, loans that are current or less than 90 days past due are graded
“Pass” and risk graded “4” or “5” internally. Loans that are past due more than 90 days are classified “Substandard” risk
graded “8” internally until the loan has demonstrated consistent performance, typically six months of contractual
payments. Closed-end loans that are 120 days past due and open-end loans that are 180 days past due are charged off based
on the value of the collateral less cost to sell. Management may more conservatively risk rate credits even if paying in
accordance with the loan’s repayment terms.
Commercial real estate, construction and development, multi-family and commercial business loans are evaluated
individually for their risk classification and may be classified as “Substandard” even if current on their loan payment
obligations.
114
The following tables summarize risk rated loan balances by category at the dates indicated:
December 31, 2020
Special
Total loans receivable, gross $ 1,461,600 $ 87,858 $ 7,122 $
17,647 $
239,484
23,945
2,073
8,066
—
—
273,568
— $ — $ 1,574,227
REAL ESTATE LOANS
Commercial
Construction and development
Home equity
One-to-four-family
Multi-family
Total real estate loans
CONSUMER LOANS
Indirect home improvement
Marine
Other consumer
Total consumer loans
COMMERCIAL BUSINESS
LOANS
Commercial and industrial
Warehouse lending
Total commercial business
loans
REAL ESTATE LOANS
Commercial
Construction and development
Home equity
One-to-four-family
Multi-family
Total real estate loans
CONSUMER LOANS
Indirect home improvement
Marine
Other consumer
Total consumer loans
COMMERCIAL BUSINESS
LOANS
Commercial and industrial
Warehouse lending
Total commercial business
loans
Pass
(1 - 5)
Watch Mention Substandard Doubtful Loss
(10)
(8)
(9)
(6)
$ 157,932 $ 60,834 $ 3,013 $
(7)
212,209
42,457
303,610
131,601
847,809
2,917
—
162
—
63,913
1,849
—
187
—
5,049
285,194
85,696
3,417
374,307
—
—
—
—
—
—
—
—
940 $
—
636
7,134
—
8,710
826
44
1
871
— $ — $
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Total
222,719
216,975
43,093
311,093
131,601
925,481
286,020
85,740
3,418
375,178
190,392
49,092
23,945
—
2,073
—
8,066
—
—
—
—
—
224,476
49,092
December 31, 2019
Special
Watch Mention Substandard Doubtful Loss
Pass
(1 - 5)
(6)
$ 203,703 $ 2,274 $ 3,686 $
(7)
177,109
37,942
259,580
127,792
806,126
2,545
—
635
6,139
11,593
—
35
60
—
3,781
(8)
1,086 $
—
190
1,264
—
2,540
(9)
(10) Total
— $ — $ 210,749
179,654
—
38,167
—
261,539
—
133,931
—
824,040
—
—
—
—
—
—
254,223
67,179
4,315
325,717
—
—
—
—
—
—
—
—
468
—
25
493
—
—
—
—
—
—
—
—
254,691
67,179
4,340
326,210
125,025
61,112
10,435
—
1,442
—
3,629
—
—
—
—
—
140,531
61,112
Total loans receivable, gross $ 1,317,980 $ 22,028 $ 5,223 $
186,137
10,435
1,442
3,629
6,662 $
—
—
201,643
— $ — $ 1,351,893
At December 31, 2020, there were no TDRs that were modified in the previous 12 months that subsequently defaulted in
the reporting year. The Company had no TDRs at December 31, 2020 or 2019.
115
Related Party Loans
Certain directors and executive officers or their related affiliates are customers of and have had banking transactions with
the Company. Total loans to directors, executive officers, and their affiliates are subject to regulatory limitations.
Outstanding loan balances were as follows and were within regulatory limitations:
Beginning balance
Additions
Repayments
Ending balance
At December 31,
2019
2020
3,325
3,249 $
—
581
(76)
(33)
3,249
3,797 $
$
$
The aggregate maximum loan balance of extended credit was $4.2 million and $3.6 million at December 31, 2020 and
2019, respectively, and includes the ending balances from the tables above.
These loans and lines of credit were made in compliance with applicable laws on substantially the same terms
(including interest rates and collateral) as those prevailing at the time for comparable transactions with other persons and
do not involve more than the normal risk of collectability.
NOTE 4 - SERVICING RIGHTS
Loans serviced for others are not included on the Consolidated Balance Sheets. The unpaid principal balances of permanent
loans serviced for others were $2.17 billion and $1.46 billion at December 31, 2020 and 2019, respectively.
The following table summarizes servicing rights activity for the years ended December 31, 2020 and 2019:
Beginning balance
Additions
Servicing rights amortized
Impairment of servicing rights
Ending balance
At or For the Year Ended
December 31,
2020
2019
$
$
11,560 $
11,139
(8,135)
(1,969)
12,595 $
10,429
5,400
(4,177)
(92)
11,560
The fair market value of the servicing rights’ assets was $12.8 million and $13.3 million at December 31, 2020 and
December 31, 2019, respectively. Fair value adjustments to servicing rights are mainly due to market-based assumptions
associated with discounted cash flows, loan prepayment speeds, and changes in interest rates. A significant change in
prepayments of the loans in the servicing portfolio could result in significant changes in the valuation adjustments, thus
creating potential volatility in the carrying amount of servicing rights.
The following provides valuation assumptions used in determining the fair value of mortgage servicing rights (“MSR”) at
the dates indicated:
Key assumptions:
Weighted average discount rate
Conditional prepayment rate (“CPR”)
Weighted average life in years
At December 31, At December 31,
2020
2019
9.1 %
32.6 %
3.0
9.7 %
17.1 %
5.1
Key economic assumptions of the current fair value for single family MSR are presented in the table below. Also presented
is the sensitivity to market rate changes for the par rate coupon for a conventional one-to-four-family FNMA, FHLMC,
116
GNMA, or FHLB serviced home loan. The table below references a 50 basis point and 100 basis point adverse rate change
and the impact on prepayment speeds and discount rates at December 31, 2020 and December 31, 2019:
Aggregate portfolio principal balance (1)
Weighted average rate of note
December 31, 2020
December 31, 2019
$
2,133,473 $
3.5 %
1,463,732
4.2 %
At December 31, 2020
Conditional prepayment rate
Fair value MSR
Percentage of MSR
Discount rate
Fair value MSR
Percentage of MSR
At December 31, 2019
Conditional prepayment rate
Fair value MSR
Percentage of MSR
Base
32.6 %
$ 12,833 $
0.6 %
0.5% Adverse Rate Change 1.0% Adverse Rate Change
40.6 %
10,922 $
0.5 %
59.6 %
8,286
0.4 %
9.1 %
$ 12,833 $
0.6 %
9.6 %
12,696 $
0.6 %
10.1 %
12,562
0.6 %
Base
17.1 %
0.5% Adverse Rate Change 1.0% Adverse Rate Change
24.6 %
10,582 $
0.7 %
32.5 %
8,674
0.6 %
$ 13,255 $
0.9 %
Discount rate
Fair value MSR
Percentage of MSR
_______________________________
(1) Excludes nonperforming serviced loans in forbearance.
9.7 %
$ 13,255 $
0.9 %
10.2 %
13,037 $
0.9 %
10.7 %
12,826
0.9 %
These sensitivities are hypothetical and should be used with caution as the tables above demonstrate the Company’s
methodology for estimating the fair value of MSR which is highly sensitive to changes in key assumptions. For example,
actual prepayment experience may differ and any difference may have a material effect on MSR fair value. Changes in
fair value resulting from changes in assumptions generally cannot be extrapolated because the relationship of the change
in the assumption to the change in fair value may not be linear. Also, in these tables, the effects of a variation in a particular
assumption on the fair value of the MSR is calculated without changing any other assumption; in reality, changes in one
factor may be associated with changes in another (for example, decreases in market interest rates may provide an incentive
to refinance; however, this may also indicate a slowing economy and an increase in the unemployment rate, which reduces
the number of borrowers who qualify for refinancing), which may magnify or counteract the sensitivities. Thus, any
measurement of MSR fair value is limited by the conditions existing and assumptions made at a particular point in time.
Those assumptions may not be appropriate if they are applied to a different point in time.
The Company recorded $4.4 million and $3.5 million of gross contractually specified servicing fees, late fees, and other
ancillary fees resulting from servicing of loans for the years ended December 31, 2020 and 2019, respectively. The income,
net of amortization, or reduction in income, if MSR amortization is greater than servicing fees, is reported in noninterest
income on the Consolidated Statements of Income.
117
NOTE 5 - PREMISES AND EQUIPMENT
Premises and equipment at December 31, 2020 and 2019 were as follows:
Land
Buildings
Furniture, fixtures, and equipment
Leasehold improvements
Building improvements
Projects in process
Subtotal
Less accumulated depreciation and amortization
Total
2020
$
5,227 $
16,769
14,724
2,859
6,830
355
46,764
(19,421)
27,343 $
$
2019
5,227
16,769
13,562
2,848
6,572
407
45,385
(16,615)
28,770
Depreciation and amortization expense for these assets totaled $2.8 million for both years ended December 31, 2020 and
2019, respectively.
NOTE 6 - LEASES
The Company has operating leases for retail bank and home lending branches, and certain equipment. The Company’s
leases have remaining lease terms of five months to nine and a half years, some of which include options to extend the
leases for up to five years.
The components of lease cost (included in occupancy expense on the Consolidated Statements of Income) are as follows
for the years ended December 31, 2020 and 2019:
Year Ended
Year Ended
Lease cost:
Operating lease cost
Short-term lease cost
Total lease cost
$
December 31, 2020 December 31, 2019
1,285
166
1,451
1,393
11
1,404
$
$
$
The following table provides supplemental information related to operating leases at or for the years ended December 31,
2020 and 2019:
Cash paid for amounts included in the
measurement of lease liabilities:
Operating cash flows from operating leases
Weighted average remaining lease term- operating leases
Weighted average discount rate- operating leases
At or For the
Year Ended
At or For the
Year Ended
December 31, 2020 December 31, 2019
$
1,331
1,365
$
5.4 years
2.48 %
5.3 years
3.00 %
The Company’s leases typically do not contain a discount rate implicit in the lease contract. As an alternative, the discount
rate used in determining the lease liability for each individual lease was the FHLB of Des Moines’ fixed advance rate.
118
Maturities of operating lease liabilities at December 31, 2020 for future periods are as follows:
2021
2022
2023
2024
2025
Thereafter
Total lease payments
Less imputed interest
Total
$
$
1,319
1,222
839
787
478
949
5,594
(418)
5,176
NOTE 7 - OTHER REAL ESTATE OWNED
The following table presents the activity related to OREO at and for the years ended December 31:
Beginning balance
Additions
Gross proceeds from sale of OREO
(Loss) gain on sale of OREO
Ending balance
At or For the Year Ended
December 31,
2020
2019
$
$
168 $
—
(76)
(2)
90 $
689
242
(901)
138
168
There was one OREO property in the amount of $90,000 at December 31, 2020, and two OREO properties totaling
$168,000 at December 31, 2019. Holding costs were $4,000 and $13,000 for the years ended December 31, 2020 and
2019, respectively.
There were $662,000 and $1.0 million in mortgage loans collateralized by residential real estate property in the process of
foreclosure at December 31, 2020, and 2019, respectively.
NOTE 8 - DEPOSITS
Deposits are summarized as follows at December 31:
Noninterest-bearing checking
Interest-bearing checking
Savings
Money market
Certificates of deposit less than $100,000
Certificates of deposit of $100,000 through $250,000
Certificates of deposit of $250,000 and over
Escrow accounts related to mortgages serviced
Total
December 31, December 31,
2020
348,421 $
226,282
152,842
429,548
299,157
135,901
67,488
14,432
1,674,071 $
2019
260,131
177,972
118,845
270,489
277,988
181,402
92,110
13,471
1,392,408
$
$
119
Scheduled maturities of time deposits at December 31, 2020 for future years ending are as follows:
Maturing in 2021
Maturing in 2022
Maturing in 2023
Maturing in 2024
Maturing in 2025
Thereafter
Total
At December 31, 2020
340,867
$
88,529
19,991
20,131
33,027
1
502,546
$
Interest expense by deposit category for the years ended December 31, 2020 and 2019 is as follows:
Year Ended
December 31,
2020
2019
Interest-bearing checking
Savings and money market
Certificates of deposit
Total
$
388 $ 1,414
3,098
11,650
$ 11,980 $ 16,162
2,458
9,134
The Company had related party deposits of approximately $4.0 million and $3.3 million at December 31, 2020 and 2019,
respectively, which includes deposits held for directors and executive officers.
NOTE 9 - DEBT
Borrowings
The Bank is a member of the FHLB of Des Moines, which entitles it to certain benefits including a variety of borrowing
options consisting of a secured credit line that allows both fixed and variable rate advances. The FHLB borrowings at
December 31, 2020 and 2019, consisted of a warehouse securities credit line (“securities line”), which allows advances
with interest rates fixed at the time of borrowing and a warehouse federal funds (“Fed Funds”) advance, which allows
daily advances at variable interest rates. Credit capacity is primarily determined by the value of assets collateralized at the
FHLB, funds on deposit at the FHLB, and stock owned by the Bank.
Credit is limited to 45% of the Company’s total assets and available pledged assets. The Bank entered into an Advances,
Pledges and Security Agreement with the FHLB for which specific loans are pledged to secure these credit lines. At
December 31, 2020, loans of approximately $774.8 million were pledged to the FHLB. At December 31, 2020, the Bank’s
total borrowing capacity was $568.2 million with the FHLB of Des Moines, with unused borrowing capacity of $459.9
million. In addition, all FHLB stock owned by the Company is collateral for credit lines.
The Bank maintains a short-term borrowing line with the FRB with total credit based on eligible collateral. The Bank can
borrow under the Term Auction or Term Facility at rates published by the San Francisco FRB. At December 31, 2020 and
2019, the Bank had approximately $369.2 million and $318.8 million, respectively, in pledged consumer loans with a
Term Auction or Term Facility borrowing capacity of $179.6 million and $156.1 million, respectively, of which none was
outstanding at either date. The Bank also had $101.0 million unsecured Fed Funds lines of credit with other financial
institutions of which none was outstanding at December 31, 2020.
The Company participated in the PPP and has 423 PPP loans totaling $62.1 million at December 31, 2020 for borrowers
in the communities we serve. The Company utilized the FRB's PPPLF, pursuant to which it pledged its PPP loans as
collateral at face value to obtain FRB non-recourse advances. As of December 31, 2020, the Company has borrowed
$63.3 million under the PPPLF, with no additional borrowing capacity. Advances under the PPPLF incur interest at a per
annum rate of 0.35%. The maturity date of any PPPLF advance (the “Maturity Date”) will be the maturity date of the PPP
loan pledged to secure the PPPLF advance. The Maturity Date of any PPPLF advance will be accelerated on and to the
extent of (i) the date of any loan forgiveness reimbursement by the SBA for any PPP loan securing the PPPLF advance;
120
or (ii) the date of purchase by the SBA from the Bank of any PPP loan securing the PPPLF loan advance to realize on the
SBA’s guarantee of the PPP loan.
PPPLF loans may be prepaid in full or in part, without penalty. The Bank shall prepay PPPLF advances (i) on the date
and to the extent of the payment by the SBA for the amount of covered loan forgiveness for any PPP loan securing the
PPPLF advance; (ii) on the date of purchase by the SBA from the Bank of a PPP loan securing the PPPLF advances to
realize on the SBA’s guarantee of such PPP loans; or (iii) on the date and to the extent a borrower under a PPP loan repays
or prepays such PPP loans, in each case, so that the amount of any PPPLF advances outstanding does not exceed the
outstanding amount of PPP loans pledged to secure such PPPLF advances. At December 31, 2020, of the $63.3 million
of borrowings under PPPLF, $62.0 million were set to mature in 2022 and $1.3 million in 2025.
Advances on these lines at December 31, 2020 and 2019 were as follows:
Federal Home Loan Bank - (interest rates ranging from 1.58% to 2.87% at both
December 31, 2020 and 2019)
Paycheck Protection Program Liquidity Facility - (interest rate 0.35% at December 31,
2020)
Total
2020
2019
$ 102,528 $
84,864
63,281
$ 165,809 $
—
84,864
Subsequent to December 31, 2020, on February 10, 2021, FS Bancorp, Inc. completed the private placement of $50.0
million of its 3.75% fixed-to-floating rate subordinated notes due 2031 (the “Notes”) at an offering price equal to 100%
of the aggregate principal amount of the Notes, resulting in net proceeds, after placement agent fees and offering expenses,
of approximately $49.3 million. For regulatory capital purposes, the subordinated notes have been structured to qualify
initially as Tier 2 capital for the Company.
Subordinated Note
On October 15, 2015 (the “Closing Date”), FS Bancorp, Inc. issued an unsecured subordinated term note in the aggregate
principal amount of $10.0 million due October 1, 2025 (the “Subordinated Note”) pursuant to a Subordinated Loan
Agreement with Community Funding CLO, Ltd. The Subordinated Note bears interest at an annual interest rate of 6.50%,
payable by the Company quarterly in arrears on January 1, April 1, July 1 and October 1 of each year, commencing on the
first such date following the Closing Date and on the maturity date.
The Subordinated Note’s maturity date was October 1, 2025, but the Company prepaid with regulatory approval on January
4, 2021, five years after the Closing Date. The Company contributed $9.0 million of the proceeds from the Subordinated
Note as additional capital to the Bank in the fourth quarter of 2015 and used the balance to fund general working capital
and operating expenses.
121
The maximum and average balances and weighted average interest rates on debt during the years ended December 31,
2020 and 2019 were as follows:
Maximum balance:
Federal Home Loan Bank advances and Fed Funds
Federal Reserve Bank
Fed Funds lines of credit
Subordinated note
Paycheck Protection Program Liquidity Facility
Average balance:
Federal Home Loan Bank advances and Fed Funds
Federal Reserve Bank
Fed Funds lines of credit
Subordinated note
Paycheck Protection Program Liquidity Facility
Weighted average interest rates
Federal Home Loan Bank advances and Fed Funds
Fed Funds
Fed Funds lines of credit
Subordinated note
Paycheck Protection Program Liquidity Facility
2020
2019
$ 159,114
$ 40,000
$
865
$ 10,000
$ 74,112
$ 186,401
5,000
$
$
5,000
$ 10,000
—
$
$ 99,773
1,096
$
$
3
$ 10,000
$ 46,965
$ 93,653
167
$
$
318
$ 10,000
—
$
1.80 %
0.25 %
0.36 %
6.50 %
0.35 %
2.61 %
2.96 %
2.09 %
6.50 %
— %
Scheduled maturities of Federal Home Loan Bank advances were as follows:
Years Ending December 31,
2021
2022
2023
Total
NOTE 10 - EMPLOYEE BENEFITS
Employee Stock Ownership Plan
Interest
Balances Rates
1.60 %
$ 75,000
2.03 %
13,633
13,895
1.77 %
$ 102,528
On January 1, 2012, the Company established an ESOP for eligible employees of the Company and the Bank. Employees
of the Company and the Bank are eligible to participate in the ESOP if they have been credited with at least 1,000 hours
of service during the employees’ first 12-month period and based on the employee’s anniversary date will be vested in the
ESOP. The employee will be 100% vested in the ESOP after two years of working at least 1,000 hours in each of those
two years.
The ESOP borrowed $2.6 million from FS Bancorp, Inc. and used those funds to acquire 259,210 shares of FS
Bancorp, Inc. common stock in the open market at an average price of $10.17 per share during the second half of 2012. It
is anticipated that the Bank will make contributions to the ESOP in amounts necessary to amortize the ESOP loan payable
to FS Bancorp, Inc. over a period of 10 years, bearing interest at 2.30%. Intercompany expenses associated with the ESOP
are eliminated in consolidation. Shares purchased by the ESOP with the loan proceeds are held in a suspense account and
allocated to ESOP participants on a pro rata basis as principal and interest payments are made by the ESOP to FS
Bancorp, Inc. The loan is secured by shares purchased with the loan proceeds and will be repaid by the ESOP with funds
from the Bank’s discretionary contributions to the ESOP and earnings on the ESOP assets. Payments of principal and
interest are due annually on December 31, the Company’s fiscal year end. On December 31, 2020, the ESOP paid the ninth
annual installment of principal in the amount of $282,000, plus accrued interest of $13,000 pursuant to the ESOP loan
agreement.
122
As shares are committed to be released from collateral, the Company reports compensation expense equal to the average
daily market prices of the shares at December 31, 2020 for the prior 90 days. These shares become outstanding for earnings
per share computations. The compensation expense is accrued monthly throughout the year. Dividends on allocated ESOP
shares are recorded as a reduction of retained earnings; dividends on unallocated ESOP shares are recorded as a reduction
of debt and accrued interest.
Compensation expense related to the ESOP for the years ended December 31, 2020 and 2019, was $1.3 million, and $1.5
million, respectively.
Shares held by the ESOP at December 31, 2020 and December 31, 2019, were as follows (shown as actual):
Allocated shares
Committed to be released shares
Unallocated shares
Total ESOP shares
Balances
Balances
at December 31, 2020 at December 31, 2019
189,511
—
51,842
241,353
213,744
—
25,921
239,665
Fair value of unallocated shares (in thousands)
$
1,307 $
3,006
401(k) Plan
The Company has a salary deferral 401(k) Plan covering substantially all of its employees. Employees are eligible to
participate in the 401(k) plan at the date of hire if they are 18 years of age. Eligible employees may contribute through
payroll deductions and are 100% vested at all times in their deferral contributions account. The Company matches 100%
for contributions of 1% to 3%, and 50% for contributions of 4% to 5%. There was a $1.5 million and $1.2 million matching
contribution for the years ended December 31, 2020 and 2019, respectively.
NOTE 11 - INCOME TAXES
The components of income tax expense for the years ended December 31, 2020 and 2019, were as follows:
Provision for income taxes
Current
Deferred
Total provision for income taxes
2020
2019
$
$
12,976 $
(2,390)
10,586 $
4,425
988
5,413
A reconciliation of the effective income tax rate with the federal statutory tax rates at December 31, 2020 and 2019 was
as follows:
2020
2019
Income tax provision at statutory rate
Tax exempt income
Nondeductible items resulting in increase in tax
Increase (decrease) in tax resulting from other items
Equity compensation
Executive compensation
ESOP
Total
123
Amount
$ 10,469 21.0 % $ 5,907 21.0 %
Rate
Amount
Rate
(292)
57
175
(46)
8
215
(0.6)
0.1
0.4
(0.1)
—
0.4
(225)
129
(78)
(691)
112
259
(0.8)
0.5
(0.3)
(2.5)
0.4
0.9
$ 10,586 21.2 % $ 5,413 19.2 %
Total deferred tax assets and liabilities at December 31, 2020 and 2019 were as follows:
Deferred Tax Assets
Net operating loss carryforward
Allowance for loan losses
Purchase accounting adjustments
Other real estate owned
Nonaccrued loan interest
Restricted stock awards
Non-qualified stock options
Interest rate swaps designated as cash flow hedge
Lease liability
Accrued compensation
Other
Total deferred tax assets
Deferred Tax Liabilities
Loan origination costs
Servicing rights
Stock dividend - FHLB stock
Property, plant, and equipment
Purchase accounting adjustments
Securities available-for-sale
Lease right-of-use assets
Other
Total deferred tax liabilities
Net deferred tax liabilities
2020
$
527 $
2019
5,775
—
126
6
97
251
265
1,113
430
224
8,814
864
2,844
466
126
13
68
185
—
1,121
—
351
6,038
(2,134)
(2,708)
(55)
(1,097)
(830)
(958)
(1,090)
—
(8,872)
(1,341)
(2,525)
(59)
(1,362)
(1,404)
(216)
(1,078)
(24)
(8,009)
(58) $ (1,971)
$
The Company files a U.S. Federal income tax return and Oregon and Idaho state returns, which are subject to examination
by tax authorities for years 2017 and later. At December 31, 2020 and 2019, the Company had no uncertain tax positions.
The Company recognizes interest and penalties in tax expense and at December 31, 2020 and 2019, the Company
recognized no interest and penalties.
In response to the COVID-19 pandemic, the CARES Act, among other things, permits net operating loss (“NOL”)
carryforwards and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In addition, the
CARES Act allows NOLs incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years
to generate a refund of previously paid income taxes, and it provides options for accelerating refunds associated with
previously paid alternative minimum taxes. The Company benefited from the alternative minimum tax refund provisions
of the CARES Act and submitted accelerated refund claims during the year ended December 31, 2020. At December 31,
2020, the Company had a remaining NOL of approximately $2.4 million, which begins to expire in 2035.
On December 27, 2020, the CAA 2021 was signed into law and extends several provisions of the CARES Act. As of
December 31, 2020, the Company has determined that neither this act nor changes to income tax laws or regulations in
other jurisdictions have a significant impact on its effective tax rate.
NOTE 12 - COMMITMENTS AND CONTINGENCIES
Commitments - The Company is party to financial instruments with off-balance-sheet risk in the normal course of business
to meet the financing needs of its customers. These financial instruments include commitments to extend credit. These
instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized on the Consolidated
Balance Sheets.
124
The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for
commitments to extend credit is represented by the contractual amount of those instruments. The Company uses the same
credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.
The following table provides a summary of the Company’s commitments at December 31, 2020 and 2019:
COMMITMENTS TO EXTEND CREDIT
REAL ESTATE LOANS
Commercial
Construction and development
One-to-four-family (includes locks for saleable loans)
Home equity
Multi-family
Total real estate loans
CONSUMER LOANS
COMMERCIAL BUSINESS LOANS
Commercial and industrial
Warehouse lending
Total commercial business loans
Total commitments to extend credit
December 31, December 31,
2020
$
1,293 $
143,666
147,712
52,457
658
345,786
23,365
106,171
52,909
159,080
528,231 $
$
2019
247
95,031
39,697
47,880
622
183,477
22,176
72,731
33,888
106,619
312,272
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition
established in the contract. Since many of the commitments are expected to expire without being drawn upon, the amount
of the total commitments does not necessarily represent future cash requirements. The Company evaluates each customer’s
creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon
extension of credit, is based on management’s credit evaluation of the party. Collateral held varies, but may include
accounts receivable, inventory, property and equipment, residential real estate, and income-producing commercial
properties.
Unfunded commitments under commercial lines of credit, revolving credit lines and overdraft protection agreements are
commitments for possible future extensions of credit to existing customers. These lines of credit are uncollateralized and
usually do not contain a specified maturity date and ultimately may not be drawn upon to the total extent to which the
Company is committed. The Company has established reserves for estimated losses from unfunded commitments of
$407,000 and $293,000 at December 31, 2020 and 2019, respectively. One-to-four-family commitments included in the
table above are accounted for as fair value derivatives and do not carry an associated holdback. The Company’s derivative
positions are presented with discussion in “Note 17 - Derivatives.”
The Company also sells one-to-four-family loans to the FHLB of Des Moines that require a limited level of recourse if the
loans default and exceed a certain loss exposure. Specific to that recourse, the FHLB of Des Moines established a first loss
account (“FLA”) related to the loans and required a credit enhancement (“CE”) obligation by the Bank to be utilized after
the FLA is used. Based on loans sold through December 31, 2020, the total loans sold to the FHLB were $30.0 million
with the FLA being $938,000 and the CE obligation at $811,000 or 2.7% of the loans outstanding. Management has
established a holdback of 10% of the outstanding CE obligation, or $272,000, which is a part of the off-balance sheet
holdback for loans sold. At December 31, 2020, there were $498,000 of loans sold to the FHLB of Des Moines greater
than 30 days past their contractual payment due date, compared to none at December 31, 2019.
Contingent liabilities for loans held for sale - In the ordinary course of business, loans are sold with limited recourse
against the Company and may have to subsequently be repurchased due to defects that occurred during the origination of
the loan. The defects are categorized as documentation errors, underwriting errors, early payoff, early payment defaults,
breach of representation or warranty, servicing errors, and/or fraud. When a loan sold to an investor without recourse fails
to perform according to its contractual terms, the investor will typically review the loan file to determine whether defects
in the origination process occurred. If a defect is identified, the Company may be required to either repurchase the loan or
indemnify the investor for losses sustained. If there are no such defects, the Company has no commitment to repurchase
the loan. The Company has recorded a holdback reserve of $2.0 million and $1.2 million to cover loss exposure related to
125
these guarantees for one-to-four-family loans sold into the secondary market at December 31, 2020 and 2019, respectively,
which is included in other liabilities in the Consolidated Balance Sheets.
The Company has entered into a severance agreement with its Chief Executive Officer (“CEO”). The severance agreement,
subject to certain requirements, generally includes a lump sum payment to the CEO equal to 24 months of base
compensation in the event their employment is involuntarily terminated, other than for cause or the executive terminates
his employment with good reason, as defined in the severance agreement.
The Company has entered into change of control agreements with its Chief Financial Officer, Chief Operating Officer,
Chief Lending Officer, Chief Credit Officer, Chief Risk Officer, Chief Human Resources Officer, Senior Vice President
Compliance Officer, Executive Vice President of Retail Banking and Marketing, and the Executive Vice President of
Home Lending. The change of control agreements, subject to certain requirements, generally remain in effect until
canceled by either party upon at least 24 months prior written notice. Under the change of control agreements, the executive
generally will be entitled to a change of control payment from the Company if the executive is involuntarily terminated
within six months preceding or 12 months after a change in control (as defined in the change of control agreements). In
such an event, the executives would each be entitled to receive a cash payment in an amount equal to 12 months of their
then current salary, subject to certain requirements in the change of control agreements.
As a result of the nature of our activities, the Company is subject to various pending and threatened legal actions, which
arise in the ordinary course of business. From time to time, subordination liens may create litigation which requires us to
defend our lien rights. In the opinion of management, liabilities arising from these claims, if any, will not have a material
effect on our financial position. The Company had no material pending legal actions at December 31, 2020.
NOTE 13 - SIGNIFICANT CONCENTRATION OF CREDIT RISK
Most of the Company’s commercial and multi-family real estate, construction, residential, and/or commercial business
lending activities are with customers located in Western Washington and near the one loan production office located in
the Tri-Cities, Washington. The Company originates real estate, consumer, and commercial business loans and has
concentrations in these areas, however, indirect home improvement loans, including solar-related home improvement
loans are originated through a network of home improvement contractors and dealers located throughout Washington,
Oregon, California, Idaho, Colorado, Arizona, Minnesota, and Nevada. Loans are generally secured by collateral and rights
to collateral vary and are legally documented to the extent practicable. Local economic conditions may affect borrowers’
ability to meet the stated repayment terms. The concentration on commercial real estate remains below the 300% of Risk
Based Capital regulatory threshold and the subset of construction concentration, excluding owner-occupied loans is within
Board approved limits. The construction, land development, and other land concentration represents less than 100% of
the Bank’s total regulatory capital at 89.6% and is focused on in city, in fill vertical construction financing in King and
Snohomish counties. Local economic conditions may affect borrowers’ ability to meet the stated repayment terms.
NOTE 14 - REGULATORY CAPITAL
The Bank is subject to various regulatory capital requirements administered by the Federal Reserve and the FDIC. Failure
to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by
regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements.
Under capital adequacy guidelines of the regulatory framework for prompt corrective action, the Bank must meet specific
capital adequacy guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off-balance
sheet items as calculated under regulatory accounting practices. The Bank’s capital classification is also subject to
qualitative judgments by the regulators about components, risk weightings, and other factors.
The federal banking agencies jointly issued a final rule that provides for an optional, simplified measure of capital
adequacy, the community bank leverage ratio framework, for qualifying community banking organizations, consistent
with Section 201 of the Economic Growth, Regulatory Relief, and Consumer Protection Act. This final rule is applicable
to all non-advanced approaches FDIC-supervised institutions with less than $10 billion in total consolidated assets. The
community bank leverage ratio (“CBLR”) final rule was effective on January 1, 2020, and allows qualifying community
banking organizations to calculate a leverage ratio to measure capital adequacy. Banks opting into the CBLR framework
are not required to calculate or report risk-based capital. A qualifying community banking organization is defined as
126
having less than $10 billion in total consolidated assets, a leverage ratio greater than 9%, off-balance sheet exposures of
25% or less of total consolidated assets, and trading assets and liabilities of 5% or less of total consolidated assets. The
final rule adopted Tier 1 capital and the existing leverage ratio into the community bank leverage ratio framework. A bank
electing the framework is not subject to other capital and leverage requirements. A bank electing the framework that
ceases to meet any qualifying criteria in a future period and that has a leverage ratio greater than 8% will be allowed a
grace period of two reporting periods to satisfy the CBLR qualifying criteria or comply with the generally applicable
capital requirements. A bank may opt out of the framework at any time, without restriction, by reverting to the generally
applicable risk-based capital rule.
In response to the COVID-19 pandemic, the CARES Act was signed into law on March 27, 2020. Among other things,
the CARES Act directs federal banking agencies to adopt interim final rules to lower the threshold under the CBLR from
9% to 8% and to provide a reasonable grace period for a community bank that falls below the threshold to regain
compliance, in each case until the earlier of the termination date of the national emergency or December 31, 2020. In
April 2020, the federal banking agencies issued two interim final rules implementing this directive. One interim final rule
provides that, as of the second quarter 2020, banking organizations with leverage ratios of 8% or greater (and that meet
the other existing qualifying criteria) may elect to use the CBLR framework. It also establishes a two-quarter grace period
for qualifying community banking organizations whose leverage ratios fall below the 8% CBLR requirement, so long as
the banking organization maintains a leverage ratio of 7% or greater. The second interim final rule provides a transition
from the temporary 8% CBLR requirement to a 9% CBLR requirement. It establishes a minimum CBLR of 8% for the
second through fourth quarters of 2020, 8.5% for 2021, and 9% thereafter, and maintains a two-quarter grace period for
qualifying community banking organizations whose leverage ratios fall no more than 100 basis points below the applicable
CBLR requirement. Effective October 1, 2020, the final rule made no change to the interim final rule issued in April.
The Bank qualified for and elected the CBLR framework as of March 31, 2020. The Tier 1 leverage-based capital ratio
calculated for the Bank at December 31, 2020 was 10.9%, compared to 11.6% at December 31, 2019. At December 31,
2020, the Bank had Tier 1 capital of $215.9 million and a minimum Tier 1 capital requirement of $159.1 million to be
considered well capitalized under the CBLR framework. At December 31, 2019, the Bank had Tier 1 capital of $196.0
million and a minimum Tier 1 capital requirement of $84.8 million to be considered well capitalized for the Tier 1 leverage-
based ratio under the Basel Committee on Companying Supervision’s capital guidelines for U.S. Banks (“Basel III”)
requirements. At both December 31, 2020 and December 31, 2019, the Bank was categorized as well capitalized under
applicable regulatory requirements. There are no conditions or events since that notification that management believes
have changed the Bank’s category. Management believes, at December 31, 2020, that the Bank met all capital adequacy
requirements.
FS Bancorp, Inc. is a bank holding company registered with the Federal Reserve. Bank holding companies are subject to
capital adequacy requirements of the Federal Reserve under the Bank Holding Company Act of 1956, as amended, and
the regulations of the Federal Reserve. Bank holding companies with less than $3.0 billion in assets are generally not
subject to compliance with the Federal Reserve’s capital regulations, which are generally the same as the capital
regulations applicable to the Bank. The Federal Reserve has a policy that a bank holding company is required to serve as
a source of financial and managerial strength to the holding company’s subsidiary bank and expects the holding company’s
subsidiary bank to be well capitalized under the prompt corrective action regulations. If FS Bancorp, Inc. was subject to
regulatory guidelines for bank holding companies with $3.0 billion or more in assets at December 31, 2020, FS Bancorp,
Inc. would have exceeded all regulatory capital requirements. The Tier 1 leverage-based capital ratio calculated for FS
Bancorp, Inc. at December 31, 2020 was 11.1%, compared to 11.3% at December 31, 2019.
NOTE 15 - FAIR VALUE MEASUREMENTS
The Company determines fair value based on the requirements established in Accounting Standards Codification (“ASC”)
Topic 820, Fair Value Measurements, which provides a framework for measuring fair value in accordance with U.S.
GAAP and requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when
measuring fair value. ASC 820 defines fair value as the exit price, or the price that would be received for an asset or paid
to transfer a liability, in the principal or most advantageous market for the asset or liability in an orderly transaction
between market participants on the measurement date under current market conditions. ASU 2016-01, Financial
Instruments - Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities,
requires us to use the exit price notion when measuring the fair value of instruments for disclosure purposes.
127
The following definitions describe the levels of inputs that may be used to measure fair value:
Level 1 - Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active
markets.
Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and
inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial
instrument.
Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
The following methods were used to estimate the fair value of certain assets and liabilities on a recurring and
nonrecurring basis.
Securities - The fair value of securities available-for-sale and held-to-maturity are recorded on a recurring basis. The fair
value of investments and mortgage-backed securities are provided by a third-party pricing service. These valuations are
based on market data using pricing models that vary by asset class and incorporate available current trade, bid and other
market information, and for structured securities, cash flow, and loan performance data. The pricing processes utilize
benchmark curves, benchmarking of similar securities, sector groupings, and matrix pricing. Option adjusted spread
models are also used to assess the impact of changes in interest rates and to develop prepayment scenarios (Level 2).
Certain other corporate securities and municipal bonds are generally measured at fair value based on discounted cash flow
models (Level 3). Transfers between the fair value hierarchy are determined through the third-party service provider
which, from time to time will transfer between levels based on market conditions per the related security. All models and
processes used take into account market convention.
Mortgage Loans Held for Sale - The fair value of loans held for sale reflects the value of commitments with investors
and/or the relative price as delivered into a To-Be-Announced (“TBA”) mortgage-backed security (Level 2).
Derivative Instruments - Fair values for derivative assets and liabilities are measured on a recurring basis. The primary
use of a derivative instrument is related to the mortgage banking activities of the Company. The fair value of the interest
rate lock commitments and forward sales commitments are estimated using quoted or published market prices for similar
instruments, adjusted for factors such as pull-through rate assumptions based on historical information, where appropriate.
TBA mortgage-backed securities are fair valued on similar contracts in active markets (Level 2) while locks and forwards
with customers and investors are fair valued using similar contracts in the market and changes in the market interest rates
(Level 2 and 3). Derivative instruments not related to mortgage banking activities include interest rate swap agreements.
The fair values of interest rate swap agreements are based on valuation models using observable market data as of the
measurement date (Level 2). The Company’s derivatives are traded in an over-the-counter market where quoted market
prices are not always available. Therefore, the fair values of derivatives are determined using quantitative models that
utilize multiple market inputs. The inputs will vary based on the type of derivative, but could include interest rates, prices
and indices to generate continuous yield or pricing curves, prepayment rates, and volatility factors to value the position.
The majority of market inputs are actively quoted and can be validated through external sources, including market
transactions and third-party pricing services. The fair values of all interest rate swaps are determined from third-party
pricing services without adjustment.
Impaired Loans - Fair value adjustments to impaired collateral dependent loans are recorded to reflect partial write-downs
based on the current appraised value of the collateral or internally developed models, which contain management’s
assumptions. Management will utilize discounted cashflow impairment for TDRs when the change in terms results in a
discount to the overall cashflows to be received (Level 3).
Other Real Estate Owned - Fair value adjustments to OREO are recorded at the lower of carrying amount of the loan or
fair value of the collateral less selling costs. Any write-downs based on the asset’s fair value at the date of acquisition are
charged to the allowance for loan losses. After foreclosure, management periodically performs valuations such that the
real estate is carried at the lower of its new cost basis or fair value, net of estimated costs to sell (Level 3).
128
Servicing Rights - The fair value of mortgage servicing rights are estimated using net present value of expected cash flows
using a third party model that incorporates assumptions used in the industry to value such rights, adjusted for factors such
as weighted average prepayments speeds based on historical information where appropriate (Level 3).
The following table presents securities available-for-sale, mortgage loans held for sale, and derivative assets and liabilities
measured at fair value on a recurring basis at the dates indicated:
Financial Assets
Securities available-for-sale:
U.S. agency securities
Corporate securities
Municipal bonds
Mortgage-backed securities
U.S. Small Business Administration securities
Mortgage loans held for sale, at fair value
Derivatives:
Interest rate swaps
Interest rate lock commitments with customers
Total assets measured at fair value
Financial Liabilities
Derivatives:
Mandatory and best effort forward commitments with investors
Forward TBA mortgage-backed securities
Interest rate swaps
Total liabilities measured at fair value
Financial Assets
Securities available-for-sale:
U.S. agency securities
Corporate securities
Municipal bonds
Mortgage-backed securities
U.S. Small Business Administration securities
Mortgage loans held for sale, at fair value
Derivatives:
Interest rate lock commitments with customers
Total assets measured at fair value
Financial Liabilities
Derivatives:
At December 31, 2020
Level 1 Level 2 Level 3 Total
8,105 $
$
— $
— $
—
—
—
—
—
10,016
71,730
68,187
18,869
166,448
8,105
11,000
71,857
68,187
18,869
166,448
984
127
—
—
—
21
—
—
4,024
— $ 343,376 $ 5,135 $ 348,511
—
4,024
21
—
— $
— $
—
—
— $ (2,854) $
(1,602)
(1,252)
(67) $
(67)
—
(1,602)
(1,252)
—
(67) $ (2,921)
$
$
$
At December 31, 2019
— $
Level 1 Level 2 Level 3 Total
9,066 $
$
9,546
20,982
62,850
22,451
69,699
— $
—
—
—
—
—
1,024
138
—
—
—
9,066
10,570
21,120
62,850
22,451
69,699
557
—
— $ 194,594 $ 1,719 $ 196,313
557
—
$
Mandatory and best effort forward commitments with investors
Forward TBA mortgage-backed securities
Total liabilities measured at fair value
$
$
— $
—
— $
— $ (195) $
(8)
(8) $ (195) $
—
(195)
(8)
(203)
The following table presents impaired loans, OREO, and servicing rights measured at fair value on a nonrecurring basis
for which a nonrecurring change in fair value has been recorded during the reporting periods indicated. The amounts
disclosed below represent the fair values at the time the nonrecurring fair value measurements were evaluated.
December 31, 2020
Impaired loans
OREO
Servicing rights
129
Level 1 Level 2 Level 3 Total
$ — $ — $ 7,761 $ 7,761
90
— — 12,833 12,833
—
90
—
Level 3
Fair Value
Instruments
RECURRING
Interest rate lock
commitments with
customers
Individual forward sale
commitments with
investors
Impaired loans
OREO
Servicing rights
December 31, 2019
Level 1 Level 2 Level 3 Total
$ — $ — $ 3,128 $ 3,128
168
— — 13,255 13,255
168
—
—
Quantitative Information about Level 3 Fair Value Measurements - Shown in the table below is the fair value of financial
instruments measured under a Level 3 unobservable input on a recurring and nonrecurring basis at December 31, 2020
and 2019:
Valuation
Techniques
Significant
Unobservable
Inputs
Weighted Average
December 31,
Range
2020
December 31,
2019
Quoted market prices Pull-through expectations 80% - 99%
Quoted market prices Pull-through expectations 80% - 99%
Corporate securities
Municipal bonds
NONRECURRING
Impaired loans
OREO
Servicing rights
Discounted cash
flows
Discounted cash
flows
Discount rate
Discount rate
2.5%
6.4%
Fair value of
underlying collateral
Fair value of
collateral
Industry sources
Discount applied to the
obtained appraisal
Discount applied to the
obtained appraisal
Pre-payment speeds
10.0%
10.0%
0% - 50%
91.6 %
94.5 %
91.6 %
94.5 %
2.5 %
6.4 %
10.0 %
10.0 %
32.6 %
2.1 %
3.4 %
10.0 %
10.0 %
17.1 %
An increase in the pull-through rate utilized in the fair value measurement of the interest rate lock commitments with
customers and forward sale commitments with investors will result in positive fair value adjustments (and an increase in
the fair value measurement). Conversely, a decrease in the pull-through rate will result in a negative fair value adjustment
(and a decrease in the fair value measurement).
130
The following table provides a reconciliation of assets and liabilities measured at fair value using significant unobservable
inputs (Level 3) on a recurring basis during the years ended December 31, 2020 and 2019.
Purchases
Beginning
and
Balance Issuances Settlements
Sales and Transfers Ending
Balance
In
Net change in Net change in
fair value for fair value for
gains/(losses) (1) gains/(losses) (2)
(195)
4,985
— $
1,162
(4,857)
557 $ 53,281 $ (49,814) $
2020
Interest rate lock
commitments with customers $
Individual forward sale
commitments with investors
Securities available-for-sale,
at fair value
2019
Interest rate lock
commitments with customers $
Individual forward sale
commitments with investors
Securities available-for-sale,
at fair value
_____________________________
(1) Relating to items held at end of period included in income.
(2) Relating to items held at end of period included in other comprehensive income.
503 $ 11,063 $ (11,009) $
(1,444)
1,162
1,283
— $
(51)
(34)
—
—
—
—
—
—
—
4,024 $
(67)
1,111
3,467 $
128
—
557 $
54 $
(195)
(161)
1,162
—
—
—
(40)
—
—
—
Gains (losses) on interest rate lock commitments carried at fair value are recorded in other noninterest income. Gains
(losses) on forward sale commitments with investors carried at fair value are recorded in noninterest income.
131
The following table provides estimated fair values of the Company’s financial instruments at December 31, 2020 and
2019, whether or not recognized at fair value in the Consolidated Balance Sheets:
December 31,
2020
December 31,
2019
Financial Assets
Level 1 inputs:
Cash and cash equivalents
Certificates of deposit at other financial institutions
Carrying
Amount
$
91,576 $
12,278
Carrying
Amount
Fair
Value
91,576 $ 45,778 $
12,278
20,902
Fair
Value
45,778
20,902
Level 2 inputs:
Securities available-for-sale, at fair value
Securities held-to-maturity
Loans held for sale, at fair value
FHLB stock, at cost
Interest rate swaps
Accrued interest receivable
Level 3 inputs:
176,907
7,500
166,448
7,439
21
7,030
176,907
7,556
166,448
7,439
21
7,030
124,895
—
69,699
8,045
—
5,908
124,895
—
69,699
8,045
—
5,908
Securities available-for-sale, at fair value
Loans receivable, gross
Servicing rights, held at lower of cost or fair value
Fair value interest rate locks with customers
1,111
1,574,227
12,595
4,024
1,111
1,580,360
12,833
4,024
1,162
1,351,893
11,560
557
1,162
1,377,408
13,255
557
Financial Liabilities
Level 2 inputs:
Deposits
Borrowings
Subordinated note
Accrued interest payable
Interest rate swaps
Forward TBA mortgage-backed securities
Level 3 inputs:
1,674,071
165,809
10,000
406
1,252
1,602
1,674,328
167,680
11,083
406
1,252
1,602
1,392,408
84,864
9,885
273
—
8
1,385,658
85,268
10,599
273
—
8
Mandatory and best effort forward commitments with
investors
67
67
195
195
NOTE 16 - EARNINGS PER SHARE
The Company computes earnings per share using the two-class method, which is an earnings allocation method for
computing earnings per share that treats a participating security as having rights to earnings that would otherwise have
been available to common shareholders. Basic earnings per share are computed by dividing income available to common
shareholders by the weighted average number of common shares outstanding for the period. Unvested share-based awards
containing non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities
and are included in the computation of earnings per share pursuant to the two-class method. Diluted earnings per share
reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or
converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity.
For earnings per share calculations, the ESOP shares committed to be released are included as outstanding shares for both
basic and diluted earnings per share.
132
The following table presents a reconciliation of the components used to compute basic and diluted earnings per share for
the years ended December 31, 2020 and 2019:
Numerator (in thousands):
Net income
Dividends and undistributed earnings allocated to participating securities
Net income available to common shareholders
Denominator (shown as actual):
Basic weighted average common shares outstanding
Dilutive shares
Diluted weighted average common shares outstanding
Basic earnings per share
Diluted earnings per share
Potentially dilutive weighted average share options that were not included in the
computation of diluted earnings per share because to do so would be anti-dilutive
$
$
At or For the Year Ended
December 31,
$
2020
39,264
$
(192)
$
39,072
$
2019
22,717
(73)
22,644
4,273,350
81,019
4,354,369
4,414,032
108,992
4,523,024
5.13
5.01
9.14 $
8.97 $
66,619
36,337
NOTE 17 - DERIVATIVES
The Company regularly enters into commitments to originate and sell loans held for sale. The Company has established a
hedging strategy to protect itself against the risk of loss associated with interest rate movements on loan commitments.
The Company enters into contracts to sell forward TBA mortgage-backed securities. These commitments and contracts
are considered derivatives but have not been designated as hedging instruments for reporting purposes under U.S. GAAP.
Rather, they are accounted for as free-standing derivatives, or economic hedges, with changes in the fair value of the
derivatives reported in noninterest income or noninterest expense. The Company recognizes all derivative instruments as
either other assets or other liabilities on the Consolidated Balance Sheets and measures those instruments at fair value.
Derivative instruments not related to mortgage banking activities primarily relate to interest rate swap agreements. The
Company's objectives in using certain interest rate derivatives are to add stability to interest expense and to manage its
exposure to interest rate movements. To accomplish this objective, the Company uses interest rate swaps as part of its
interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable
amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements
without exchange of the underlying notional amount.
The Company has entered into interest rate swaps to reduce the exposure to variability in interest-related cash outflows
attributable to changes in forecasted LIBOR-based borrowings and brokered deposits. These derivative instruments are
designated as cash flow hedges. The hedged item is the LIBOR portion of the series of future adjustable rate borrowings
and deposits over the term of the interest rate swap. Accordingly, changes to the amount of interest payment cash flows
for the hedged transactions attributable to a change in credit risk are excluded from management’s assessment of hedge
effectiveness. The Company tests for hedging effectiveness on a quarterly basis. The effective portion of changes in the
fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive
income and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.
The Company has not recorded any hedge ineffectiveness since inception. The Company has master netting agreements
with derivative dealers with which it does business, but reflects gross assets and liabilities as other assets and other
liabilities, respectively, on the Consolidated Balance Sheets.
The net unrealized loss on cash flow hedges recorded in accumulated other comprehensive income was $967,000, net of
tax, at December 31, 2020. The Company reclassified realized losses of $198,000 from accumulated other comprehensive
income to interest expense related to these cash flow hedges for the year ended December 31, 2020. The Company had
no cash flow hedges in 2019. The Company expects that approximately $492,000 will be reclassified from accumulated
other comprehensive income as an increase to interest expense over the next twelve months related to these cash flow
hedges.
133
The following tables summarize the Company’s derivative instruments at the dates indicated:
December 31, 2020
Fair Value
Cash flow hedges:
Interest rate swaps
Non-hedging derivatives:
Notional Asset
$ 90,000
$
21
Liability
$ 1,252
Fallout adjusted interest rate lock commitments with customers
Mandatory and best effort forward commitments with investors
Forward TBA mortgage-backed securities
136,739
25,027
232,000
4,024
—
—
—
67
1,602
December 31, 2019
Fair Value
Non-hedging derivatives:
Fallout adjusted interest rate lock commitments with customers
Mandatory and best effort forward commitments with investors
Forward TBA mortgage-backed securities
Notional Asset
$ 33,914
43,752
46,000
557
—
—
Liability
—
195
8
$
$
At December 31, 2020 and 2019, the Company had $232.0 million and $46.0 million of TBA trades with counterparties
that required margin collateral of $3.3 million and $1.2 million, respectively. At December 31, 2020, the Bank had pledged
two securities with a carrying value of $3.4 million to secure interest rate swaps designated as cash flow hedges.
Changes in the fair value of the non-hedging derivatives recognized in noninterest income on the Consolidated Statements
of Income and included in gain on sale of loans resulted in a net gain of $6.3 million and $303,000 for the years ended
December 31, 2020 and 2019, respectively.
NOTE 18 - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The following were changes in accumulated other comprehensive income (loss) by component, net of tax, for the years
ended December 31, 2020 and 2019:
Gains and
Losses on
Cash Flow
Hedges
$
Unrealized Gains
and Losses
on Available
for Sale
Securities
Total
— $
788 $
788
(1,122)
2,947
1,825
155
(967)
(967) $
$
(235)
2,712
3,500 $
(80)
1,745
2,533
Year Ended December 31, 2020
Beginning balance
Other comprehensive (loss) income before
reclassification, net of tax
Amounts reclassified from accumulated other
comprehensive income (loss), net of tax
Net current period other comprehensive (loss) income
Ending balance
134
Year Ended December 31, 2019
Beginning balance
Other comprehensive income before
reclassification, net of tax
Amounts reclassified from accumulated other
comprehensive loss, net of tax
Net current period other comprehensive income
Ending balance
NOTE 19 - STOCK-BASED COMPENSATION
Stock Options and Restricted Stock
Unrealized Gains
and Losses
on Available
for Sale
Securities
Total
Gains and
Losses on
Cash Flow
Hedges
$
— $
(1,479) $
(1,479)
—
2,292
2,292
—
—
— $
(25)
2,267
788 $
(25)
2,267
788
$
On May 17, 2018, the shareholders of FS Bancorp, Inc. approved the 2018 Equity Incentive Plan (the “2018 Plan”) that
authorizes 650,000 shares of the Company’s common stock to be awarded. The 2018 Plan provides for the grant of
incentive stock options, non-qualified stock options, and up to 163,000 restricted stock awards (“RSAs”) to directors,
emeritus directors, officers, employees or advisory directors of the Company. On August 15, 2020, the Company awarded
grants of 24,880 RSAs and 62,285 stock options with an exercise price equal to the market price of FS Bancorp’s common
stock on the grant date of $42.70 per share. At December 31, 2020, there were 274,060 stock option awards and 92,905
RSAs available to be granted under the 2018 Plan.
In September 2013, the shareholders of FS Bancorp, Inc. approved the FS Bancorp, Inc. 2013 Equity Incentive Plan (the
“2013 Plan”). The Plan provides for the grant of stock options and RSAs. The 2013 Plan authorizes the grant of stock
options totaling 324,013 shares of common stock to Company directors and employees of which 322,000 stock options
were granted with an exercise price equal to the market price of FS Bancorp’s common stock at the grant date of May 8,
2014, of $16.89 per share. The 2013 Plan authorized the grant of RSAs totaling 129,605 shares to Company directors,
advisory directors, emeritus directors, officers, and employees, all of which have been granted. All options and RSAs
previously granted have vested at December 31, 2020. At December 31, 2020, there were 6,013 stock option awards
available to be granted under the 2013 Plan.
Total share-based compensation expense was $1.0 million for the year ended December 31, 2020, and $869,000 for
the year ended December 31, 2019. The related income tax benefit was $214,000 and $182,000 for the years ended
December 31, 2020 and 2019, respectively.
Stock Options
Both plans consist of stock option awards that may be granted as incentive stock options or non-qualified stock options.
Stock option awards generally vest at one year for independent directors or over a five year period for employees and
officers with 20% vesting on the anniversary date of each grant date as long as the award recipient remains in service to
the Company. The options are exercisable after vesting for up to the remaining term of the original grant. The maximum
term of the options granted is 10 years. Any unexercised stock options will expire 10 years after the grant date or sooner
in the event of the award recipient’s termination of service with the Company or the Bank. The fair value of each stock
option award is estimated on the grant date using a Black-Scholes Option pricing model that uses the following
assumptions. The dividend yield is based on the current quarterly dividend in effect at the time of the grant. Historical
employment data is used to estimate the forfeiture rate. The Company elected to use Staff Accounting Bulletin 107,
simplified expected term calculation for the “Share-Based Payments” method permitted by the SEC to calculate the
expected term. This method uses the vesting term of an option along with the contractual term, setting the expected life at
5.5 years for one-year vesting and 6.5 years for five-year vesting.
135
The fair value of options granted was determined using the following weighted-average assumptions as of the grant date
for the years ended December 31, 2020 and 2019.
Year Ended December 31, Year Ended December 31,
2020
2019
Dividend yield
Expected volatility, maximum
Risk-free interest rate, maximum
Expected term in years, maximum
Weighted-average grant date fair value per option granted
$
1.97%
26.79%
0.42%
6.5
8.00 $
1.23%
18.90%
1.45%
6.5
8.80
The following table presents a summary of the Company’s stock option plan awards during the year ended December 31,
2020 (shown as actual):
Outstanding at January 1, 2020
Granted
Less exercised
Forfeited or expired
Outstanding at December 31, 2020
Weighted-
Average
Shares Exercise Price
36.98
287,990 $
42.70
62,285 $
16.89
14,398 $
—
—
38.90
335,877 $
Weighted-Average
Remaining
Contractual Term In
Years
Aggregate
Intrinsic Value
7,722,369
—
453,674
—
5,721,159
6.77 $
6.45
— $
—
6.58 $
Expected to vest, assuming a 0.31% annual forfeiture
rate (1)
334,824 $
38.87
6.58 $
5,713,654
Exercisable at December 31, 2020
_________________________
(1) Forfeiture rate has been calculated and estimated to assume a forfeiture of 3.1% of the options forfeited over 10
years.
174,988 $
4.69 $
28.62
4,733,571
At December 31, 2020, there was $1.5 million of total unrecognized compensation cost related to nonvested stock options
granted under the 2018 plan. The cost is expected to be recognized over the remaining weighted-average vesting period of
3.4 years.
Restricted Stock Awards
The RSAs’ fair value is equal to the value of the stock-based on the market price of FS Bancorp’s common stock on the
grant date and compensation expense is recognized over the vesting period of the awards based on the fair value of the
restricted stock. Shares for the 2018 Plan generally vest at one year for independent directors or over a five-year period
for employees and officers beginning on the grant date. Any unvested RSAs will expire after vesting or sooner in the event
of the award recipient’s termination of service with the Company or the Bank.
136
The following table presents a summary of the Company’s nonvested awards during the year ended December 31, 2020
(shown as actual):
Nonvested Shares
Nonvested at January 1, 2020
Granted
Less vested
Forfeited or expired
Nonvested at December 31, 2020
Weighted-Average
Grant-Date Fair Value
Per Share
Shares
40,215 $
24,880 $
10,003 $
—
55,092 $
53.64
42.70
53.67
—
48.70
At December 31, 2020, there was $2.4 million of total unrecognized compensation costs related to nonvested
shares granted under the 2018 plan as RSAs. The cost is expected to be recognized over the remaining weighted-average
vesting period of 3.6 years.
NOTE 20 - BUSINESS SEGMENTS
The Company’s business segments are determined based on the products and services provided, as well as the nature of
the related business activities, and they reflect the manner in which financial information is currently evaluated by
management. This process is dynamic and is based on management’s current view of the Company’s operations and is not
necessarily comparable with similar information for other financial institutions. The Company defines its business
segments by product type and customer segment which it has organized into two lines of business: commercial and
consumer banking and home lending.
The Company uses various management accounting methodologies to assign certain income statement items to the
responsible operating segment, including:
•
•
•
•
•
a funds transfer pricing (“FTP”) system, which allocates interest income credits and funding charges between the
segments, assigning to each segment a funding credit for its liabilities, such as deposits, and a charge to fund its assets;
a cost per loan serviced allocation based on the number of loans being serviced on the balance sheet and the number
of loans serviced for third parties;
an allocation based upon the approximate square footage utilized by the home lending segment in Company owned
locations;
an allocation of charges for services rendered to the segments by centralized functions, such as corporate overhead,
which are generally based on the number of full-time employees (“FTEs”) in each segment; and
an allocation of the Company’s consolidated income taxes which are based on the effective tax rate applied to the
segment’s pretax income or loss.
The FTP methodology is based on management’s estimated cost of originating funds including the cost of overhead for
deposit generation.
A description of the Company’s business segments and the products and services that they provide is as follows:
Commercial and Consumer Banking Segment
The commercial and consumer banking segment provides diversified financial products and services to our commercial
and consumer customers through Bank branches, automated teller machines (“ATM”), online banking platforms, mobile
banking apps, and telephone banking. These products and services include deposit products; residential, consumer,
business and commercial real estate lending portfolios and cash management services. The Company originates consumer
loans, commercial and multi-family real estate loans, construction loans for residential and multi-family construction, and
137
commercial business loans. At December 31, 2020, the Company’s retail deposit branch network consisted of 21 branches
in the Pacific Northwest. This segment is also responsible for the management of the investment portfolio and other assets
of the Bank.
Home Lending Segment
The home lending segment originates one-to-four-family residential mortgage loans primarily for sale in the secondary
markets as well as originating adjustable rate mortgage (“ARM”) loans held for investment. The majority of mortgage
loans are sold to or securitized by FNMA, FHLMC, GNMA or the FHLB of Des Moines, while the Company retains the
right to service these loans. Loans originated under the guidelines of the Federal Housing Administration or FHA, US
Department of Veterans Affairs or VA, and United States Department of Agriculture or USDA are generally sold servicing
released to a correspondent bank or mortgage company. The Company has the option to sell loans on a servicing-released
or servicing-retained basis to securitizers and correspondent lenders. A small percentage of loans are brokered to other
lenders. On occasion, the Company may sell a portion of its MSR portfolio and may sell small pools of loans initially
originated to be held in the loan portfolio. The Company manages the loan funding and the interest rate risk associated
with the secondary market loan sales and the retained one-to-four-family mortgage servicing rights within this business
segment. One-to-four-family loans originated for investment are allocated to the home lending segment with a
corresponding provision expense and FTP for cost of funds.
Segment Financial Results
The tables below summarize the financial results for each segment based on the factors mentioned above within each
segment for the years ended December 31, 2020 and 2019:
At or For the Year Ended December 31, 2020
Condensed income statement:
Net interest income (1)
Provision for loan losses
Noninterest income
Noninterest expense
Income before provision for income taxes
Provision for income taxes
Net income
Total assets
Total average assets for year ended
FTEs
Commercial
and
Consumer
Banking
Home Lending
$
68,997 $
(10,278)
10,551
(49,242)
20,028
(4,253)
15,775 $
5,123 $
(2,758)
44,808
(17,351)
29,822
(6,333)
23,489 $
Total
74,120
(13,036)
55,359
(66,593)
49,850
(10,586)
39,264
460,409 $ 1,652,832 $ 2,113,241
396,367 $ 1,543,681 $ 1,940,048
506
354
152
$
$
$
138
At or For the Year Ended December 31, 2019
Commercial
and
Consumer
Banking
Home Lending
$
Condensed income statement:
Net interest income (1)
Provision for loan losses
Noninterest income
Noninterest expense
Income before provision for income taxes
Provision for income taxes
Net income
Total assets
Total average assets for year ended
FTEs
___________________________
(1) Net interest income is the difference between interest earned on assets and the cost of liabilities to fund those assets.
Interest earned includes actual interest earned on segment assets and, if the segment has excess liabilities, interest credits
for providing funding to the other segment. The cost of liabilities includes interest expense on segment liabilities and, if
the segment does not have enough liabilities to fund its assets, a funding charge based on the cost of assigned liabilities to
fund segment assets.
Total
70,308
(2,880)
23,035
(62,333)
28,130
(5,413)
22,717
312,404 $ 1,400,652 $ 1,713,056
272,901 $ 1,377,468 $ 1,650,369
452
64,001 $
(2,447)
9,826
(48,050)
23,330
(4,489)
18,841 $
6,307 $
(433)
13,209
(14,283)
4,800
(924)
3,876 $
$
$
$
325
127
NOTE 21 - REVENUE FROM CONTRACTS WITH CUSTOMERS
Revenue Recognition
In accordance with Topic 606, revenues are recognized when control of promised goods or services is transferred to
customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods
or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Topic
606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the
performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the
performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance
obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the
consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once
the contract is determined to be within the scope of Topic 606, the Company assesses the goods or services that are
promised within each contract and identifies those that contain performance obligations, and assesses whether each
promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is
allocated to the respective performance obligation when (or as) the performance obligation is satisfied.
All of the Company’s revenue from contracts with customers in-scope of ASC 606 is recognized in noninterest income
and included in our commercial and consumer banking segment. The following table presents noninterest income,
segregated by revenue streams in-scope and out-of-scope of Topic 606, for the years ended December 31, 2020 and 2019:
(Dollars in thousands):
Noninterest income
In-scope of Topic 606:
Debit card interchange fees
Deposit service and account maintenance fees
Noninterest income (in-scope of Topic 606)
Noninterest income (out-of-scope of Topic 606)
Total noninterest income
At or For the Year Ended
December 31,
2020
2019
$
$
1,879 $
786
2,665
52,694
55,359 $
1,848
1,065
2,913
20,122
23,035
139
Deposit Fees
The Bank earns fees from its deposit customers for account maintenance, transaction-based services and overdraft
charges. Account maintenance fees consist primarily of account fees and analyzed account fees charged on deposit
accounts on a monthly basis. The performance obligation is satisfied and the fees are recognized on a monthly basis as
the service period is completed. Transaction-based fees on deposits accounts are charged to deposit customers for specific
services provided to the customer, such as wire fees, as well as charges against the account, such as fees for non-sufficient
funds and overdrafts. The performance obligation is completed as the transaction occurs and the fees are recognized at the
time each specific service is provided to the customer.
Debit Interchange Income
Debit and ATM interchange income represent fees earned when a debit card issued by the Bank is used. The Bank earns
interchange fees from debit cardholder transactions through the Visa payment network. Interchange fees from cardholder
transactions represent a percentage of the underlying transaction value and are recognized daily, concurrently with the
transaction processing services provided to the cardholder. The performance obligation is satisfied and the fees are earned
when the cost of the transaction is charged to the cardholders’ debit card.
NOTE 22 - GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill and certain other intangibles generally arise from business combinations accounted for under the acquisition
method of accounting. Goodwill totaled $2.3 million at December 31, 2020 and 2019, and represents the excess of the
total acquisition price paid over the fair value of the assets acquired, net of the fair values of liabilities assumed as a result
of the Branch Purchase in 2016. Goodwill is not amortized but is evaluated for impairment on an annual basis at December
31 of each year or whenever events or changes in circumstances indicate the carrying value may not be recoverable. The
Company performed an impairment analysis at December 31, 2020 and determined that no impairment of goodwill existed.
However, if adverse economic conditions or the decrease in the Company’s stock price and market capitalization as a
result of the COVID-19 pandemic were to be deemed sustained rather than temporary, it may significantly affect the fair
value of our goodwill. Accordingly, no assurances can be given that the Company will not record an impairment loss on
goodwill in the future.
Core deposit intangible (“CDI”) is evaluated for impairment whenever events or changes in circumstances indicate that its
carrying amount may not be recoverable, with any changes in estimated useful life accounted for prospectively over the
revised remaining life. As of December 31, 2020, management believes that there have been no events or changes in the
circumstances that would indicate a potential impairment of CDI.
The following table summarizes the changes in the Company’s other intangible assets comprised solely of CDI for the
years ended December 31, 2020, and December 31, 2019.
Other Intangible Assets
Accumulated
Gross CDI Amortization Net CDI
$
(1,273) $ 6,217
(760)
5,457
(706)
(2,739) $ 4,751
7,490 $
—
7,490
—
7,490 $
(760)
(2,033)
(706)
$
Balance, December 31, 2018
Amortization
Balance, December 31, 2019
Amortization
Balance, December 31, 2020
140
The CDI represents the fair value of the intangible core deposit base acquired in business combinations. The CDI will be
amortized on a straight-line basis over 10 years for the CDI related to the Anchor Acquisition and on an accelerated basis
over approximately nine years for the CDI related to the Branch Purchase. Total amortization expense was $706,000 for
the year ended December 31, 2020, and $760,000 for the year ended December 31, 2019. Amortization expense for CDI
is expected to be as follows for the years ended December 31:
2021
2022
2023
2024
2025
Thereafter
Total
$
$
691
691
691
621
525
1,532
4,751
NOTE 23 - PARENT COMPANY ONLY FINANCIAL INFORMATION
The Condensed Balance Sheets, Statements of Income, and Statements of Cash Flows for FS Bancorp, Inc. (Parent Only)
are presented below:
December 31,
2020
14,531 $
225,484
202
240,217 $
$
$
10,000
210
10,210
230,007
240,217 $
$
2019
5,568
204,570
172
210,310
9,885
183
10,068
200,242
210,310
Year Ended December 31,
2020
2019
—
(776)
20,862
(195)
19,891
204
19,169
39,264
$
$
2
(679)
3,935
(142)
3,116
172
19,429
22,717
Condensed Balance Sheets
Assets
Cash and due from banks
Investment in subsidiary
Other assets
Total assets
Liabilities and Stockholders' Equity
Subordinated note, net
Other liabilities
Total liabilities
Stockholders' equity
Total liabilities and stockholders' equity
Condensed Statements of Income
Interest from subsidiary
Interest expense on subordinated note
Dividends received from subsidiary
Other expenses
Income before income tax benefit and equity in undistributed net income of subsidiary
Income tax benefit
Equity in undistributed earnings of subsidiary
Net income
$
$
141
Condensed Statements of Cash Flows
Cash flows from operating activities:
Net income
Equity in undistributed net income of subsidiary
Amortization
ESOP compensation expense for allocated shares
Share-based compensation expense related to stock options and restricted stock
Other assets
Other liabilities
Net cash from operating activities
Cash flows from investing activities:
Net proceeds from ESOP
Net cash from investing activities
Cash flows used by financing activities:
(Disbursements) proceeds from stock options exercised
Common stock repurchased for employee/director taxes paid on restricted stock
awards
Common stock repurchased
Dividends paid on common stock
Net cash used by financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of year
Year Ended December 31,
2020
2019
$
$
39,264
(19,169)
115
1,025
1,020
(30)
27
22,252
282
282
(161)
(34)
(9,802)
(3,574)
(13,571)
8,963
5,568
14,531
$
$
22,717
(19,429)
20
1,231
869
3
11
5,422
275
275
705
(204)
(4,800)
(2,856)
(7,155)
(1,458)
7,026
5,568
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
(i) Evaluation of Disclosure Controls and Procedures.
An evaluation of the disclosure controls and procedures as defined in Rule 13a-15(e) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”) was carried out as of December 31, 2020 under the supervision and with the
participation of the Company’s Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”), and several other
members of the Company’s senior management. In designing and evaluating the Company’s disclosure controls and
procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated,
can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.
Additionally, in designing disclosure controls and procedures, management necessarily was required to apply its judgment
in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure
controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can
be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
The Company’s CEO and CFO concluded that based on their evaluation at December 31, 2020, the Company’s disclosure
controls and procedures were effective in ensuring that information we are required to disclose in the reports we file or
submit under the Exchange Act is (1) recorded, processed, summarized, and reported within the time periods specified in
the SEC’s rules and forms, and (2) accumulated and communicated to FS Bancorp management, including its CEO and
CFO, as appropriate to allow timely decisions regarding required disclosure, specified in the SEC’s rules and forms.
a) Management’s Report on internal control over financial reporting.
FS Bancorp’s management is responsible for establishing and maintaining adequate internal control over financial
reporting, as defined in Rule 13a-15(f) of the Exchange Act. FS Bancorp’s internal control system is designed to provide
142
reasonable assurance to our management and the Board of Directors regarding the preparation and fair presentation of
published financial statements for external purposes in accordance with generally accepted accounting principles.
This process includes policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions of FS Bancorp; (ii) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of FS Bancorp are being made only in accordance with authorizations of management
and directors of FS Bancorp; and (iii) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of FS Bancorp’s assets that could have a material effect on the financial
statements. A control procedure, no matter how well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Also, because of the inherent limitations in all control
procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any,
within the Company have been detected. Additionally, in designing disclosure controls and procedures, FS Bancorp’s
management was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls
and procedures. The design of any disclosure controls and procedures is also based in part upon certain assumptions about
the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals
under all potential future conditions. As a result of these inherent limitations, internal control over financial reporting may
not prevent or detect misstatements. Furthermore, projections of any evaluation of effectiveness to future periods are
subject to risk that controls may become inadequate because of changes in conditions or that the degree of compliance
with the policies or procedures may deteriorate.
FS Bancorp’s management assessed the effectiveness of FS Bancorp’s internal control over financial reporting as of
December 31, 2020. In making this assessment, management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013 Framework). Based on
management’s assessment, it was concluded that, as of December 31, 2020, FS Bancorp’s internal control over financial
reporting was effective based on those criteria. Moss Adams LLP, an independent registered public accounting firm, has
audited FS Bancorp’s consolidated financial statements and the effectiveness of its internal control over financial reporting
as of December 31, 2020, which is included in “Item 8. Financial Statements and Supplementary Data” of this Annual
Report on Form 10 K.
b) Attestation report of the registered public accounting firm.
The “Report of Independent Registered Public Accounting Firm” included in “Item 8. Financial Statements and
Supplementary Data” of this Annual Report on Form 10-K is incorporated herein by reference.
c) Changes in internal control over financial reporting.
There were no significant changes in FS Bancorp’s internal control over financial reporting during FS Bancorp’s most
recent fiscal quarter that have materially affected or are reasonably likely to materially affect, FS Bancorp’s internal control
over financial reporting.
Item 9B. Other Information
None.
Item 10. Directors, Executive Officers and Corporate Governance
PART III
The information required by this item regarding the Company’s Board of Directors is incorporated herein by reference
from the section captioned “Proposal I - Election of Directors” in the Company’s Proxy Statement, a copy of which will
be filed with the SEC no later than 120 days after the Company’s fiscal year end.
The executive officers of the Company and the Bank are elected annually and hold office until their respective successors
have been elected and qualified or until death, resignation or removal by the Board of Directors. For information regarding
the Company’s executive officers, see “Item 1. Business - Executive Officers” included in this Form 10-K.
143
Code of Ethics for Senior Financial Officers
The Board of Directors has adopted a Code of Ethics for the Company’s officers (including its senior financial officers),
directors and employees. The Code is applicable to the Company’s principal executive officer and senior financial officers.
The Company’s Code of Ethics is posted on its website at www.fsbwa.com under the Investor Relations tab.
Audit Committee Financial Expert
The Audit Committee of the Company is composed of Directors Leech (Chairperson), Mansfield and Cofer-Wildsmith.
Each member of the Audit Committee is “independent” as defined in the Nasdaq Stock Market listing standards. The
Board of Directors has determined that Mr. Leech and Mr. Mansfield meet the definition of “audit committee financial
expert,” as defined by the SEC.
Item 11. Executive Compensation
The information required by this item is incorporated herein by reference from the sections captioned “Executive
Compensation” and “Directors’ Compensation” in the Proxy Statement, a copy of which will be filed with the SEC no
later than 120 days after the Company’s fiscal year end.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
(a) Security Ownership of Certain Beneficial Owners.
The information required by this item is incorporated herein by reference from the section captioned “Security Ownership
of Certain Beneficial Owners and Management” in the Company’s Proxy Statement, a copy of which will be filed with
the SEC no later than 120 days after the Company’s fiscal year end.
(b) Security Ownership of Management.
The information required by this item is incorporated herein by reference from the sections captioned “Security Ownership
of Certain Beneficial Owners and Management” and “Proposal I - Election of Directors” in the Company’s Proxy
Statement, a copy of which will be filed with the SEC no later than 120 days after the Company’s fiscal year end.
(c) Changes in Control.
The Company is not aware of any arrangements, including any pledge by any person of securities of the Company, the
operation of which may at a subsequent date result in a change in control of the Company.
144
d) Equity Compensation Plan Information. The following table summarizes share and exercise price information about
FS Bancorp’s equity compensation plans as of December 31, 2020:
Plan category
Number of securities
remaining available for
future issuance under
equity compensation
Number of securities to Weighted-average
be issued upon exercise
exercise price of
of outstanding options, outstanding options, securities reflected in
warrants, and rights
warrants, and rights
(b)
column (a))
(c)
plans (excluding
(a)
122,937 $
212,940
Equity compensation plans (stock options) approved by
security holders:
2013 Equity Incentive Plan(1)
2018 Equity Incentive Plan(2)
Equity compensation plans not approved by security
holders
Total
_____________________________
(1) The restricted shares granted under the 2013 Equity Incentive Plan were purchased by FS Bancorp in open market
transactions and subsequently issued to the Company’s directors and certain employees. At December 31, 2020, there were
129,605 restricted shares granted pursuant to the 2013 Equity Incentive Plan and no shares were available for future grants
of restricted stock.
(2) The restricted shares granted under the 2018 Equity Incentive Plan were purchased by FS Bancorp in open market
transactions and subsequently issued to the Company’s directors and certain employees. At December 31, 2020, there
were 70,095 restricted shares granted pursuant to the 2018 Equity Incentive Plan and 92,905 shares were available for
future grants of restricted stock.
N/A
335,877 $
N/A
372,978
6,013
366,965
N/A
68.49
16.89
51.60
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated herein by reference from the section captioned “Transactions with
Management” in the Company’s Proxy Statement, a copy of which will be filed with the SEC no later than 120 days after
the Company’s fiscal year end.
Item 14. Principal Accounting Fees and Services
The information required by this item is incorporated herein by reference from the section captioned “Proposal 3 -
Ratification of Appointment of Independent Auditor” in the Company’s Proxy Statement, a copy of which will be filed
with the SEC no later than 120 days after the Company’s fiscal year end.
145
Item 15. Exhibits and Financial Statement Schedules
(a) 1. Financial Statements
PART IV
For a list of the financial statements filed as part of this report see “Part II - Item 8. Financial Statements and
Supplementary Data.”
2. Financial Statement Schedules
Schedules to the Consolidated Financial Statements have been omitted as the required information is
inapplicable.
(b) Exhibits
Exhibits are available from the Company by written request
3.1 Articles of Incorporation for FS Bancorp, Inc. (1)
3.2 Bylaws for FS Bancorp, Inc. (2)
4.1 Form of Common Stock Certificate of FS Bancorp, Inc. (1)
4.2 Description of Capital Stock of FS Bancorp, Inc. (3)
4.3
Indenture dated February 10, 2021, by and between FS Bancorp, Inc. and U.S. Bank National
Association, as trustee (4)
4.4 Forms of 3.75 Fixed-to-Floating Rate Subordinated Note due 2031 (included as Exhibit A-1 and
Exhibit A-2 to the Indenture filed as Exhibit 4.3 hereto (4)
10.1 Severance Agreement between 1st Security Bank of Washington and Joseph C. Adams (1)
10.2 Form of Change of Control Agreement between 1st Security Bank of Washington and Matthew D.
Mullet (1)
10.3 FS Bancorp, Inc. 2013 Equity Incentive Plan (the “2013 Plan”) (5)
10.4 Form of Incentive Stock Option Agreement under the 2013 Plan (5)
10.5 Form of Non-Qualified Stock Option Agreement under the 2013 Plan (5)
10.6 Form of Restricted Stock Agreement under the 2013 Plan (5)
10.7 Purchase and Assumption Agreement between Bank of America, National Association and 1st
Security Bank dated September 1, 2015 (7)
10.8 Subordinated Loan Agreement dated September 30, 2015 by and among Community Funding
CLO, Ltd. and the Company. (8)
10.9 Form of Change of Control Agreement with Donn C. Costa, Dennis O’Leary, Rob Fuller, Lisa
Cleary, Erin Burr, Victoria Jarman, Kelli Nielsen, and May-Ling Sowell (9)
10.10 FS Bancorp, Inc. 2018 Equity Incentive Plan (10)
10.11 Form of Incentive Stock Option Award Agreement under the 2018 Equity Incentive Plan (9)
10.12 Form of Non-Qualified Stock Option Award Agreement under the 2018 Equity Incentive Plan (9)
10.13 Form of Restricted Stock Award Agreement under the 2018 Equity Incentive Plan (9)
10.14 Form of Registration Rights Agreement for Subordinated Notes (4)
14 Code of Ethics and Conduct Policy (6)
21 Subsidiaries of Registrant
23 Consent of Independent Registered Public Accounting Firm
31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
32.1 Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
146
32.2 Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
101 The following materials from the Company’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2020, formatted in Inline Extensible Business Reporting Language (iXBRL):
(1) Consolidated Balance Sheets; (2) Consolidated Statements of Income; (3) Consolidated
Statements of Comprehensive Income; (4) Consolidated Statements of Stockholders’ Equity;
(5) Consolidated Statements of Cash Flows; and (6) Notes to Consolidated Financial Statements.
104 Cover Page Interactive Data file (formatted as Inline XBRL and contained in Exhibit 101)
(1) Filed as an exhibit to the Registrant’s Registration Statement on Form S-1 (333-177125) filed on October 3, 2011,
and incorporated by reference.
(2) Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on July 10, 2013 (File No. 001-355589).
(3) Filed as an exhibit to the Registrant’s Current Report on Form 10-K filed on March 16, 2020 (File No. 001-35589).
(4) Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on February 11, 2021 (File No. 001-35589).
(5) Filed as an exhibit to the Registrant’s Registration Statement on Form S-8 (333-192990) filed on December 20, 2013
and incorporated by reference.
(6) Registrant elects to satisfy Regulation S-K §229.406(c) by posting its Code of Ethics on its website at www.fsbwa.com
in the section titled Investor Relations: Corporate Governance.
(7) Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on September 2, 2015 (File No. 001-35589).
(8) Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on October 19, 2015 (File No. 001-35589).
(9) Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on February 1, 2016 (File No. 001-35589).
(10) Filed as an exhibit to the Registrant’s Registration Statement on Form S-8 (333-22513) filed on May 23, 2018.
Item 16. Form 10-K Summary
None.
147
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: March 16, 2021
FS Bancorp, Inc.
/s/Joseph C. Adams
Joseph C. Adams
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the dates indicated.
SIGNATURES
TITLE
DATE
/s/Joseph C. Adams
Joseph C. Adams
/s/Matthew D. Mullet
Matthew D. Mullet
/s/Ted A. Leech
Ted A. Leech
/s/Margaret R. Piesik
Margaret R. Piesik
/s/Joseph P. Zavaglia
Joseph P. Zavaglia
/s/Michael J. Mansfield
Michael J. Mansfield
/s/Marina Cofer-Wildsmith
Marina Cofer-Wildsmith, MA
/s/Mark H. Tueffers
Mark H. Tueffers
/s/Pamela M. Andrews
Pamela M. Andrews
March 16, 2021
March 16, 2021
March 16, 2021
March 16, 2021
March 16, 2021
March 16, 2021
March 16, 2021
March 16, 2021
March 16, 2021
Director and Chief Executive Officer
(Principal Executive Officer)
Chief Financial Officer, Treasurer and Secretary
(Principal Financial and Accounting Officer)
Chairman of the Board
Director
Director
Director
Director
Director
Director
148
Administrative Center
6920 220th Street SW
Mountlake Terrace, WA 98043
Sequim
Port
Townsend
Port Angeles
Hadlock
Lynnwood
Edmonds
Everett
Mill Creek
Poulsbo
Mountlake
Terrace
Capitol Hill
Overlake
Port Orchard
Silverdale
Bellevue
Ocean
Shores
Aberdeen
Westport
Elma
Montesano
Olympia
Lacey
Puyallup
Puyallup
South Hill
Tri-Cities
Centralia
1st Security Bank Branches
Aberdeen, Capitol Hill, Centralia, Edmonds, Elma, Hadlock, Lacey, Lynnwood, Mill Creek, Montesano,
Ocean Shores, Olympia, Overlake, Port Angeles, Port Townsend, Poulsbo,
Puyallup (2 branches), Sequim, Silverdale, Westport
Home Lending
Aberdeen, Bellevue, Everett, Lacey, Mill Creek, Mountlake Terrace, Olympic Peninsula,
Port Orchard, Poulsbo, Puyallup, Tri-Cities
Administrative Center
Mountlake Terrace
“When it came to processing PPP loans, all of us felt honored
to be part of something which helped so many people in a positive
way. That’s what our bank is about – maintaining a sense of
community for all our customers. They are our number one priority.”
DARRELL JENKINS
(cid:57)(cid:51)(cid:3)(cid:37)(cid:88)(cid:86)(cid:76)(cid:81)(cid:72)(cid:86)(cid:86)(cid:3)(cid:68)(cid:81)(cid:71)(cid:3)(cid:55)(cid:85)(cid:72)(cid:68)(cid:86)(cid:88)(cid:85)(cid:92)(cid:3)(cid:53)(cid:72)(cid:79)(cid:68)(cid:87)(cid:76)(cid:82)(cid:81)(cid:86)(cid:75)(cid:76)(cid:83)(cid:3)(cid:50)(cid:870)(cid:70)(cid:72)(cid:85)(cid:15)(cid:3)
1st Security Bank
FS Bancorp, Inc.
6920 220th Street SW
Mountlake Terrace, WA 98043
fsbwa.com