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KING IN A P A N D E M I
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2021 Annual Report
A M E S S A G E F R O M T H E P R E S I D E N T & C E O
Dear Shareholders,
In recognition of our mascot and logo, the Orca whale, we fondly refer to our team members as pod
members. The pod members sincerely thank you for investing in our company and trusting us to
provide exceptional banking services. Despite the unanticipated, but ongoing pandemic, we
again achieved new levels of asset growth and earnings. This was especially noteworthy as
the refinance boom waned mid-year and the majority of our PPP loans were either repaid
or forgiven.
For the seventh consecutive year we were recognized as a top philanthropist and once again
garnered first place on the annual Puget Sound Business Journal Top Philanthropist list for
small-sized companies. We were also ranked among the 200 top-performing, publicly traded
community banks according to American Banker magazine. And, Puget Sound Business
Journal recognized me on the Power 100 list - encompassing Pacific Northwest power
brokers, newsmakers, influencers, and luminaries - representing the success of the entire pod.
Once again, we published and enclosed our 2021 Sustainability Report and I hope you will
review it to learn more about how we sustain our clients, coworkers, and communities.
Thank you for your trust.
Most sincerely,
Laura Lee Stewart
President & CEO, and the “Pod”
Sound Financial Bancorp, Inc. Corporate Information
Sound Financial Bancorp, Inc. is a bank holding company regulated by the Board of Governors of the Federal
Reserve System. Our principal business is operating our wholly-owned subsidiary, Sound Community Bank.
Sound Financial Bancorp, Inc.’s executive offices are located at 2400 3rd Avenue, Suite 150, Seattle, Washington,
98121 and the telephone number is (206) 448-0884.
Sound Community Bank is a Washington State chartered commercial bank with eight full-service banking
offices and one loan production office in the greater Puget Sound area of Washington State. It is a community
focused institution, primarily engaging in attracting deposits from the general public and originating loans to
individuals and businesses.
Board of Directors of Sound Financial
Bancorp, Inc. and Sound Community Bank
Tyler K. Myers, Chairman
President, General Partner, The Myers Group
David S. Haddad, Jr., Vice Chairman
Retired
Laura Lee Stewart
President & Chief Executive Officer,
Sound Financial Bancorp, Inc. & Sound Community Bank
Robert F. Carney
Retired Director of Meat and Seafood Merchandising,
Scolaris Food & Drug Company
Debra L. Jones, CPA
Retired Vice President of Administrative Services,
Bellingham Technical College
Rogelio Riojas
Chief Executive Officer, SeaMar Community Health Centers
James E. Sweeney
Retired Vice President, Vitamin Shoppe, Inc.
Executive Officers
Laura Lee Stewart*
President & Chief Executive Officer,
Interim Chief Credit Officer,
Sound Financial Bancorp, Inc. & Sound Community Bank
Erin Nicolaus
Executive Vice President, Chief Human Resources Officer,
Sound Community Bank
Wesley Ochs*
Executive Vice President, Chief Financial Officer,
Sound Community Bank
David A. Raney
Executive Vice President, Chief Banking Officer,
Sound Community Bank
Heidi J. Sexton*
Executive Vice President, Chief Operating Officer,
Sound Community Bank
*Executive Officer for SEC reporting purposes.
Sound Financial Bancorp, Inc. Shareholder Information
Annual Meeting
The Annual Meeting of Shareholders of Sound Financial Bancorp, Inc. will be held on May 31, 2022, at 10:00 AM local time, at the
Company’s executive offices located at 2400 3rd Avenue, Suite 150, Seattle, Washington, 98121.
Stock Listing & Dividends
Sound Financial Bancorp, Inc. common stock is listed on The NASDAQ Capital Market under the symbol “SFBC”.
The Board of Directors and management of Sound Financial Bancorp, Inc. continually review our ability to pay cash dividends on
common stock. Sound Financial Bancorp, Inc. paid regular quarterly dividends of $0.17 per common share and a special dividend of
$0.10 per common share during 2021. Our cash dividend payout policy is reviewed regularly by management and the Board of Directors.
Annual Report on Form 10-K
These materials contain a copy of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (the “Form 10-K”).
Additional copies of the Company’s Form 10-K, including the financial statements and schedules, as filed with the Securities and
Exchange Commission (SEC), may be obtained without charge by contacting Wesley Ochs, Executive Vice President, Chief Financial
Officer, at Sound Financial Bancorp, Inc., 2400 3rd Avenue, Suite 150, Seattle, Washington, 98121. This information is also available at
soundcb.com under the link titled “Investor Relations”.
Stockholder and General Inquiries
Sound Financial Bancorp, Inc. files annual, quarterly and current reports, proxy statements and other information with the SEC, which
can be accessed free of charge at sec.gov. You also may obtain copies of the information that Sound Financial Bancorp, Inc. files with
the SEC, free of charge, by accessing the Company’s website at soundcb.com under the link titled “Investor Relations” and then “SEC
Filings.” Alternatively, these documents, when available, may be obtained free of charge upon written request to Sound Financial
Bancorp, Inc., Corporate Secretary, 2400 3rd Avenue, Suite 150, Seattle, Washington, 98121 or by calling (206) 436-8587. Requests for
these reports, as well as inquiries from shareholders, analysts, and others seeking information about Sound Financial Bancorp, Inc.,
should be directed to Wesley Ochs, Executive Vice President, Chief Financial Officer, 2400 3rd Avenue, Suite 150, Seattle,
Washington, 98121, telephone (206) 436-8587
Sustainability Report
At Sound Community Bank, we make a strategic commitment to provide sustainable, secure financial services and
support to individuals, businesses, communities and our employees. We focus on initiatives like excellent financial
performance, green products and services, superior client service and employee benefits that enhance employee
relations and expand our productivity. In 2021, the management team continued to lead a focused effort to more
fully integrate sustainability and corporate social responsibility into our day-to-day operations. We believe these
principles, which are embedded throughout the Bank, create satisfied clients, engaged employees and sustainable
financial performance for years to come. We hope you enjoyed learning about our efforts in 2021.
1
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FINANCIAL STEWARDSHIP
ENVIRONMENT
• 5-Star “Superior” safety and soundness
rating from Bauer Financial
• Employees earned 18,481 shares in the Employee
Stock Ownership Plan, demonstrating
commitment to their financial stability
• Loan to Deposit ratio of 86.16%, displaying a
commitment to the communities we serve
• Return on Assets ratio of 1.01%, expressing
efficient financial management to generate
earnings using assets
• Return on Equity ratio of 10.13%, revealing
profitability leveraging investments from
shareholders
• Efficiency ratio of 68.18%, making evident our
commitment to preserving resources
COMMUNITY
• 2,880 hours volunteered within our
communities
• 100% employee participation in annual Corporate
Giving Campaign
• 25.63% average market share in communities we
serve
• Sponsored over 100 community events and activities
• 274 checking accounts offered free to nonprofit
organizations
• 325 clients chose a non-profit beneficiary in our
communities to receive $50 from the Bank on
their behalf as part of our mortgage giving
program
• 54% of clients choose electronic statements,
an eco-friendly option eliminating hundreds of
thousands printed pages
• 70% of client households with a checking account
use Online Banking for paperless transactions and
bill payment
• 62% of clients use a debit card, reducing the need
for paper checks
• 8,607 clients utilize Mobile Banking, eliminating the
need to visit a branch
• 41% of clients with a loan choose auto-pay instead
of using a paper check or visiting a branch
• 100% of loan files digitized, eliminating the need for
storing 3,500,000+ pieces of paper in filing cabinets,
in turn saving space and reducing expenses
• 66% of clients choose direct deposit, reducing the
risk of check fraud and lost or stolen checks, and
eliminating the need to visit a branch
WORKPLACE
• Approximately 60% of employees work
remotely on a regular basis, helping reduce
carbon emissions in Western Washington
• Average employee tenure of 5 years
• Employees completed 1,157 banking-related
courses totaling nearly 600 training hours
• Employee Utilization of 14.79%, representing the
percentage of an employee needed to service
$1,000,000 in assets
S O U N D F I N A N C I A L B A N C O R P, I N C . I M P O R TA N T I N F O R M AT I O N
SPECIAL COUNSEL
Silver, Freedman, Taff & Tiernan LLP
3299 K Street NW
Suite 100
Washington, DC 20007
TRANSFER AGENT
Shareholders should direct
inquiries concerning their stock, change
of name, address or ownership, report lost
certificates, or consolidate accounts to our
transfer agent at 877-830-4936 or write:
Broadridge Corporate Issuer Solution, Inc.
1717 Arch Street, Suite 1300
Philadelphia, PA 19103
INDEPENDENT
AUDITORS
Moss Adams LLP
2707 Colby Avenue
Everett, WA 98201
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒
☐
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the transition period from _______ to _______
COMMISSION FILE NUMBER 001-35633
Sound Financial Bancorp, Inc.
(Exact Name of Registrant as Specified in its Charter)
Maryland
(State or other jurisdiction of incorporation or organization)
45-5188530
(I.R.S. Employer Identification No.)
2400 3rd Avenue, Suite 150, Seattle, Washington
(Address of principal executive offices)
98121
(Zip Code)
Registrant's telephone number, including area code: (206) 448-0884
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.01 per share
SFBC
The NASDAQ Stock Market LLC
Securities Registered Pursuant to Section 12(g) of the Act: None
Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐ No ☒
Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐ No ☒
Indicate by checkmark 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 checkmark 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 checkmark 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 the definition of "large accelerated filer," accelerated filer," "smaller
reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
☐
☒
Accelerated filer
Smaller reporting company
Emerging growth company
☐
☒
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant 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 checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the voting and non-voting common equity held by non-affiliates as of June 30, 2021, the last
business day of the registrant's most recently completed second fiscal quarter, was approximately $72.1 million. (The exclusion
from such amount of the market value of the shares owned by any person shall not be deemed an admission by the registrant
that such person is an affiliate of the registrant.)
Indicate the number of shares outstanding of each of the registrant's classes of common stock as of the latest practicable date:
As of March 10, 2022, there were 2,623,466 shares of the registrant's common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
PART III of Form 10-K – Portions of the Registrant's Proxy Statement for its 2022 Annual Meeting of Stockholders. The 2022
Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal
year to which this report relates.
SOUND FINANCIAL BANCORP, INC.
FORM 10-K
TABLE OF CONTENTS
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
[Reserved]
Management's Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
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
Exhibits, Financial Statement Schedules
Form 10-K Summary
Page
4
36
45
45
45
45
46
47
61
63
105
105
106
106
106
107
107
107
107
108
109
PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
Item 16.
PART I
Item 1. Business
Special Note Regarding Forward-Looking Statements
Certain matters discussed in this Form 10-K constitute forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements relate to our financial condition, results of operations, plans, objectives, future
performance or business. Forward-looking statements are not statements of historical fact but are based on certain assumptions
and are generally identified by use of the words "believes," "expects," "anticipates," "estimates," "forecasts," "intends," "plans,"
"targets," "potentially," "probably," "projects," "outlook" or similar expressions, or future or conditional verbs such as "may,"
"will," "should," "would" and "could." Forward-looking statements include statements with respect to our beliefs, plans,
objectives, goals, expectations, assumptions and statements about, among other things, expectations of the business
environment in which we operate, projections of future performance or financial items, perceived opportunities in the market,
potential future credit experience, and statements regarding our mission and vision. These forward-looking statements are based
upon current management expectations and may, therefore, involve risks and uncertainties. Our actual results, performance, or
achievements may differ materially from those suggested, expressed, or implied by forward-looking statements as a result of a
wide variety or range of factors including, but not limited to:
•
•
•
•
potential adverse impacts to economic conditions in our local market areas, other markets where the Company has
lending relationships, or other aspects of the Company's business operations or financial markets, generally, resulting
from the ongoing novel coronavirus disease 2019 (“COVID-19”) and any governmental or societal responses thereto;
changes in consumer spending, borrowing and savings habits;
changes in economic conditions, either nationally or in our market area;
the risks of lending and investing activities, including changes in the level and direction of loan delinquencies and
write-offs and changes in estimates of the adequacy of our allowance for loan losses;
• monetary and fiscal policies of the Board of Governors of the Federal Reserve System (“Federal Reserve”) and the
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
U.S. Government and other governmental initiatives affecting the financial services industry;
fluctuations in the demand for loans, the number of unsold homes, land and other properties;
fluctuations in real estate values and both residential and commercial and multifamily real estate market conditions in
our market area;
our ability to access cost-effective funding;
the future of the London Interbank Offered Rate (“LIBOR”), and the transition away from LIBOR toward new
interest-rate benchmarks;
our ability to control operating costs and expenses;
secondary market conditions for loans and our ability to sell loans in the secondary market;
fluctuations in interest rates;
results of examinations of Sound Financial Bancorp and Sound Community Bank by their regulators, including the
possibility that the regulators may, among other things, require us to increase our allowance for loan losses or to write-
down assets, change Sound Community Bank's regulatory capital position or affect our ability to borrow funds or
maintain or increase deposits, which could adversely affect our liquidity and earnings;
inability of key third-party providers to perform their obligations to us;
our ability to attract and retain deposits;
competitive pressures among financial services companies;
our ability to successfully integrate any assets, liabilities, clients, systems, and management personnel we may acquire
into our operations and our ability to realize related revenue synergies and expected cost savings and other benefits
within the anticipated time frames or at all;
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;
our ability to keep pace with technological changes, including our ability to identify and address cyber-security risks
such as data security breaches, "denial of service" attacks, "hacking" and identity theft, and other attacks on our
information technology systems or on the third-party vendors who perform several of our critical processing functions;
changes in accounting policies and practices, as may be adopted by the financial institution regulatory agencies or the
Financial Accounting Standards Board ("FASB"), including additional guidance and interpretation on accounting
issues and details of the implementation of new accounting methods, including as a result of the Coronavirus Aid,
•
•
•
•
•
•
•
•
Relief, and Economic Securities Act of 2020 ("CARES Act") and the Consolidated Appropriations Act, 2021 ("CAA,
2021");
legislative or regulatory changes such as the Dodd-Frank Wall Street Reform and Consumer Protection Act (the
“Dodd-Frank Act”) and its implementing regulations that adversely affect our business, and the availability of
resources to address such changes;
our ability to retain or attract key employees or members of our senior management team;
costs and effects of litigation, including settlements and judgments;
our ability to implement our business strategies;
staffing fluctuations in response to product demand or the implementation of corporate strategies that affect our
workforce and potential associated charges;
our ability to pay dividends on our common stock;
the possibility of other-than-temporary impairments of securities held in our securities portfolio; and
other economic, competitive, governmental, regulatory, and technological factors affecting our operations, pricing,
products and services, and the other risks described from time to time in this Form 10-K and our other filings with the
U.S. Securities and Exchange Commission (the "SEC").
We wish to advise readers not to place undue reliance on any forward-looking statements and that the factors listed above could
materially affect our financial performance and could cause our actual results for future periods to differ materially from any
such forward-looking statements expressed with respect to future periods and could negatively affect our stock price
performance.
We do not undertake and specifically decline any obligation to publicly release the result of any revisions which may be made
to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the
occurrence of anticipated or unanticipated events.
General
References in this document to Sound Financial Bancorp or the "Company" refer to Sound Financial Bancorp, Inc. and
references to the "Bank" refer to Sound Community Bank. References to "we," "us," and "our" means Sound Financial Bancorp
and its wholly-owned subsidiary, Sound Community Bank, unless the context otherwise requires.
Sound Financial Bancorp, a Maryland corporation, is a bank holding company for its wholly owned subsidiary, Sound
Community Bank. Substantially all of Sound Financial Bancorp's business is conducted through Sound Community Bank, a
Washington state-chartered commercial bank. As a Washington commercial bank, the Bank's regulators are the Washington
State Department of Financial Institutions ("WDFI") and the Federal Deposit Insurance Corporation ("FDIC"). The Federal
Reserve is the primary federal regulator for Sound Financial Bancorp. We also sell insurance products and services for
consumer clients through Sound Community Insurance Agency, Inc., a wholly owned subsidiary of the Bank.
Sound Community Bank's deposits are insured up to applicable limits by the FDIC. At December 31, 2021, Sound Financial
Bancorp had total consolidated assets of $919.7 million, including $686.4 million of loans held for portfolio, deposits of $798.3
million and stockholders' equity of $93.4 million. The shares of Sound Financial Bancorp are traded on The NASDAQ Capital
Market under the symbol "SFBC." Our executive offices are located at 2400 3rd Avenue, Suite 150, Seattle, Washington, 98121
and our telephone number is 206-448-0884.
Our principal business consists of attracting retail and commercial deposits from the general public and investing those funds,
along with borrowed funds, in loans secured by first and second mortgages on one-to-four family residences (including home
equity loans and lines of credit), commercial and multifamily real estate, construction and land, consumer and commercial
business loans. Our commercial business loans include unsecured lines of credit and secured term loans and lines of credit
secured by inventory, equipment and accounts receivable. We also offer a variety of secured and unsecured consumer loan
products, including manufactured home loans, floating home loans, automobile loans, boat loans and recreational vehicle loans.
As part of our business, we focus on residential mortgage loan originations, a significant portion of which we sell to the Federal
National Mortgage Association ("Fannie Mae") and other correspondents and the remainder of which we retain for our loan
portfolio consistent with our asset/liability objectives. We sell loans which conform to the underwriting standards of Fannie
Mae ("conforming") in which we retain the servicing of the loan in order to maintain the direct customer relationship and to
generate noninterest income. Residential loans which do not conform to the underwriting standards of Fannie Mae ("non-
conforming"), are either held in our loan portfolio or sold with servicing released. We originate and retain a significant amount
of commercial real estate loans, including those secured by owner-occupied and nonowner-occupied commercial real estate,
multifamily property, mobile home parks and construction and land development loans.
Market Area
We serve the Seattle Metropolitan Statistical Area ("MSA"), which includes King County (which includes the city of Seattle),
Pierce County and Snohomish County within the Puget Sound region, and also serve Clallam and Jefferson Counties, on the
North Olympic Peninsula of Washington. We serve these markets through our headquarters in Seattle, eight branch offices, four
of which are located in the Seattle MSA, three that are located in Clallam County and one that is located in Jefferson County.
We also have a loan production office located in the Madison Park neighborhood of Seattle. Based on the most recent branch
deposit data provided by the FDIC, our share of deposits was approximately 0.14% in King County, approximately 0.45% in
Pierce County and in Snohomish County approximately 0.41%. In Clallam County and Jefferson County, we have
approximately 16.72% and 7.45%, respectively, of the deposits in those markets. See "—Competition."
Our market area includes a diverse population of management, professional and sales personnel, office employees, health care
workers, manufacturing and transportation workers, service industry workers and government employees, as well as retired and
self-employed individuals. The population has a skilled work force with a wide range of education levels and ethnic
backgrounds. Major employment sectors include information and communications technology, financial services, aerospace,
military, manufacturing, maritime, biotechnology, education, health and social services, retail trades, transportation and
professional services. Significant employers headquartered in our market area include U.S. Joint Base Lewis-McChord,
Microsoft, University of Washington, Providence Health, Costco, Boeing, Nordstrom, Amazon.com, Starbucks, Alaska Air
Group and Weyerhaeuser.
Economic conditions in our markets, and the U.S. as a whole, were negatively impacted by the restrictions imposed on
businesses as a result of the COVID-19 pandemic. Recent trends in housing prices and unemployment rates in our market areas
reflect the continuing impact of these restrictions. For the month of December 2021, the preliminary Seattle MSA reported an
unemployment rate of 3.5%, compared to the national average of 3.7%, according to the latest available information from the
Bureau of Labor Statistics. Home prices in our markets improved over the past year. Based on information from Case-Shiller,
the average home price in the Seattle MSA increased 23.9% in 2021.
King County has the largest population of any county in the state of Washington with approximately 2.3 million residents and a
median household income of approximately $97 thousand. Based on information from the Northwest Multiple Listing Service
("MLS"), the median home sales price in King County in December 2021 was $750 thousand, a 10.9% increase from December
2020's median home sales price of $676 thousand.
Pierce County has approximately 921,000 residents and a median household income of approximately $80 thousand. Based on
information from the MLS, the median home sales price in Pierce County in December 2021 was $500 thousand, a 16%
increase from December 2020's median home sales price of $430 thousand.
Snohomish County has approximately 828,000 residents and a median household income of approximately $94 thousand.
Based on information from the MLS, the median home sales price in Snohomish County at December 2021 was $650 thousand,
an 21% increase from December 2020's median home sales price of $535 thousand.
Clallam County, with a population of approximately 77,000, has a median household income of approximately $55 thousand.
The economy of Clallam County is primarily manufacturing and shipping. The Sequim Dungeness Valley continues to be a
growing retirement location. Based on information from the MLS, the median home sales price in Clallam County in December
2021 was $413 thousand, an 11% increase from December 2020's median home sales price of $372 thousand.
Jefferson County, with a population of approximately 33,000, has a median household income of approximately $66 thousand.
Based on information from the MLS, the average home sales price in Jefferson County in December 2021 was $538 thousand, a
32% increase from December 2020's median home sales price of $406 thousand.
Lending Activities
The following table presents information concerning the composition of our loan portfolio, excluding loans held-for-sale, by the
type of loan for the dates indicated (dollars in thousands):
Real estate loans:
One-to-four family
Home equity
Commercial and multifamily
Construction and land
Total real estate loans
Consumer loans:
Manufactured homes
Floating homes
Other consumer
Total consumer loans
Commercial business loans
Total loans
Less:
Premiums
Deferred fees and discounts
Allowance for loan losses
Total loans, net
December 31,
2021
2020
Amount
Percent
Amount
Percent
$ 207,660
30.2 % $ 130,657
21.2 %
13,250
278,175
63,105
562,190
21,636
59,268
16,748
97,652
28,026
1.9
40.4
9.2
81.7
3.1
8.7
2.4
14.2
4.1
16,265
265,774
62,752
475,448
20,941
39,868
15,024
75,833
64,217
2.6
43.2
10.2
77.2
3.4
6.6
2.4
12.4
10.4
687,868
100.0 %
615,498
100.0 %
897
(2,367)
(6,306)
—
(2,135)
(6,000)
$ 680,092
$ 607,363
The following table shows the composition of our loan portfolio in dollar amounts and in percentages by fixed and adjustable-
rate loans for the dates indicated (dollars in thousands):
Fixed-rate loans:
Real estate loans:
One-to-four family
Home equity
Commercial and multifamily
Construction and land
Total real estate loans
Consumer loans:
Manufactured homes
Floating homes
Other consumer
Total consumer loans
Commercial business loans
Total fixed-rate loans
Adjustable-rate loans:
Real estate loans:
One-to-four family
Home equity
Commercial and multifamily
Construction and land
Total real estate loans
Consumer loans:
Floating homes
Other consumer
Total consumer loans
Commercial business loans
Total adjustable-rate loans
Total loans
Less:
Premiums
Deferred fees and discounts
Allowance for loan losses
Total loans, net
December 31,
2021
2020
Amount
Percent
Amount
Percent
$ 140,943
20.5 % $
60,869
9.9 %
4,460
91,553
18,074
255,030
21,636
53,953
16,444
92,033
11,891
358,954
$
66,717
8,790
186,622
45,031
307,160
5,315
304
5,619
16,135
328,914
687,868
897
(2,367)
(6,306)
680,092
0.6
13.3
2.6
37.1
3.1
7.8
2.4
13.4
1.7
52.2
9.7
1.3
27.1
6.5
44.7
0.8
—
0.8
4,673
91,885
29,607
187,034
20,941
31,935
14,632
67,508
49,561
304,103
$
69,788
11,592
173,889
33,145
288,414
7,933
392
8,325
0.8
14.9
4.8
30.4
3.4
5.2
2.4
11.0
8.1
49.4
11.3
1.9
28.3
5.4
46.9
1.3
0.1
1.4
2.3
47.8
100.0 %
14,656
311,395
615,498
2.4
50.6
100.0 %
(2,135)
(6,000)
607,363
At December 31, 2021 and 2020, we had floating or variable rate loans totaling $328.9 million and $311.4 million, respectively.
At December 31, 2021, a total of $206.5 million have interest rate floors, of which $155.7 million are at their floors.
Loan Maturity and Repricing. The following table sets forth certain information at December 31, 2021, regarding the amount
of total loans in our portfolio based on their contractual terms to maturity. The table does not reflect the effects of possible
prepayments or enforcement of due-on-sale clauses.
Within One
Year
After One
Year
Through
Five Years
After Five
Years
Through
Fifteen
Years
(in thousands)
After
Fifteen
Years
Total
Real estate loans:
One-to-four family
Home equity
Commercial and multifamily
Construction and land
Total real estate loans
Consumer loans:
Manufactured homes
Floating homes
Other consumer
Total consumer loans
Commercial business loans
Total
$
$
4,919 $
166
30,523
25,407
61,015
13,760 $
461
62,304
30,215
106,740
17,744 $ 171,237 $ 207,660
13,250
8,276
4,347
278,175
20,882
164,466
63,105
—
7,483
562,190
200,395
194,040
21,636
14,463
40
59,268
16,691
—
16,748
2,913
211
97,652
34,067
251
28,026
11,035
6,821
68,087 $ 129,973 $ 239,142 $ 250,666 $ 687,868
6,396
38,974
4,901
50,271
—
737
3,603
8,723
13,063
10,170
The following table sets forth the amount of total loans due after at December 31, 2022, with fixed or adjustable interest rates.
Real estate loans:
One-to-four family
Home equity
Commercial and multifamily
Construction and land
Total real estate loans
Consumer loans:
Manufactured homes
Floating homes
Other consumer
Total consumer loans
Commercial business loans
Total
Fixed-Rate
Adjustable-Rate
Total
(in thousands)
$
136,024 $
66,717 $
4,297
68,285
10,210
218,816
21,596
53,953
16,280
91,829
11,792
8,787
179,367
27,488
282,359
—
5,315
257
5,572
9,413
202,741
13,084
247,652
37,698
501,175
21,596
59,268
16,537
97,401
21,205
$
322,437 $
297,344 $
619,781
Lending Authority. Our President and Chief Executive Officer ("CEO") may approve unsecured loans up to $1.0 million and
all types of secured loans up to 30% of our legal lending limit, or approximately $6.4 million at December 31, 2021. Our
Executive Vice President and Chief Credit Officer ("CCO") may approve unsecured loans up to $400,000 and secured loans up
to 15% of our legal lending limit, or approximately $3.2 million at December 31, 2021. The Chief Banking Offer may approve
unsecured loans up to $50,000 and all types of secured loans up to approximately $1.5 million at December 31, 2021. The Chief
Financial/Strategy Officer may approve unsecured loans up to $50,000 and all types of secured loans up to approximately $2.5
million at December 31, 2021. Any loans over the CEO's lending authority or loans significantly outside our general
underwriting guidelines must be approved by the Loan Committee of the Board of Directors, consisting of four independent
directors, the CEO and the CCO. Lending authority is also granted to certain other lending staff at lower amounts.
Largest Borrowing Relationships. At December 31, 2021, the maximum amount under federal law that we could lend to any
one borrower and the borrower's related entities was approximately $21.3 million. Our five largest relationships (including
unused commitments) totaled $86.1 million in the aggregate, or 12.5% of our $687.9 million total loan portfolio, at
December 31, 2021. At December 31, 2021, the largest lending relationship totaled $19.5 million and consisted of two loans to
a business, collateralized by construction and commercial real estate. The second largest relationship totaled $18.0 million and
consisted of one $6.0 million loan to a business, collateralized by commercial real estate, three loans totaling $11.8 million to
two businesses and one business line of credit for $200 thousand, all collateralized by multifamily real estate property. The
third largest relationship totaled $16.3 million and consisted of one construction loan to a business. The fourth largest
relationship totaled $16.3 million and consisted of six loans totaling $16.2 million to five businesses, collateralized by a one-to-
four family home and construction, and two loans totaling $122 thousand to one business. The fifth top borrowing relationship
totaled $16.1 million and consisted of six loans to four businesses and an individual, secured by multifamily real estate and
construction. These top five borrowers had unused commitments totaling $42.6 million at December 31, 2021. At December 31,
2021, we had 15 additional lending relationships in excess of $5.0 million totaling $145.3 million. All of the foregoing loans
were performing in accordance with their repayment terms at December 31, 2021.
One-to-Four Family Real Estate Lending. One of our primary lending activities is the origination of loans secured by first
mortgages on one-to-four family residences, substantially all of which are secured by property located in our geographic
lending area. We originate both fixed-rate and adjustable-rate loans. During 2021, our fixed-rate, one-to-four family loan
originations decreased $69.4 million, or 23.5%, to $226.1 million compared to $295.5 million in 2020, while one-to-four family
adjustable-rate loan originations decreased $8.0 million, or 31.1% to $17.8 million compared to $25.8 million in 2020. Since
2019, we identified demand in the marketplace for one-to-four family, residential fixed-rate mortgage loans, especially jumbo
loans (generally loans above the conforming Fannie Mae limits of $548,250 or $776,250, depending on location within our
market area). At December 31, 2021, our average loan amount was $702 thousand for adjustable-rate, one-to-four family
mortgages.
Most of our loans are underwritten using generally-accepted secondary market underwriting guidelines. A portion of the one-to-
four family loans we originate are retained in our portfolio and the remaining loans are sold into the secondary market to Fannie
Mae or other private investors. Loans that are sold into the secondary market to Fannie Mae are sold with the servicing retained
to maintain the client relationship and to generate noninterest income. We also originate a small portion of government
guaranteed and jumbo loans for sale servicing released to certain correspondent purchasers. The sale of mortgage loans
provides a source of non-interest income through the gain on sale, reduces our interest-rate risk, provides a stream of servicing
income, enhances liquidity and enables us to originate more loans at our current capital level than if we held the loans in our
loan portfolio. At December 31, 2021, one-to-four family residential mortgage loans (excluding loans held-for-sale) totaled
$207.7 million, or 30.2%, of our gross loan portfolio, of which $140.9 million were fixed-rate loans and $66.7 million were
adjustable-rate loans, compared to $130.7 million (excluding loans held-for-sale), or 21.2% of our gross loan portfolio at
December 31, 2020, of which $60.9 million were fixed-rate loans and $69.8 million were adjustable-rate loans.
Substantially all of the one-to-four family residential mortgage loans we retain in our portfolio consist of loans that do not
satisfy acreage limits, income, credit, conforming loan limits (i.e., jumbo mortgages) or various other requirements imposed by
Fannie Mae or private investors. Some of these loans are also originated to meet the needs of borrowers who cannot otherwise
satisfy Fannie Mae credit requirements because of personal and financial reasons (i.e., bankruptcy, length of time employed,
etc.), and other aspects, which do not conform to Fannie Mae's guidelines. Such borrowers may have higher debt-to-income
ratios, or the loans are secured by unique properties in rural markets for which there are no sales of comparable properties to
support the value according to secondary market requirements. We may require additional collateral or lower loan-to-value
ratios to reduce the risk of these loans. We believe that these loans satisfy the needs of borrowers in our market area. As a
result, subject to market conditions, we intend to continue to originate these types of loans. We also retain jumbo loans which
exceed the conforming loan limits and therefore, are not eligible to be purchased by Fannie Mae. At December 31, 2021,
$136.0 million or 65.5% of our one-to-four family loan portfolio consisted of jumbo loans.
We generally underwrite our one-to-four family loans based on the applicant's employment and credit history and the appraised
value of the subject property. We generally lend up to 80% of the lesser of the appraised value or purchase price for one-to-four
family first mortgage loans and nonowner-occupied first mortgage loans. For first mortgage loans with a loan-to-value ratio in
excess of 80%, we may require private mortgage insurance or other credit enhancement to help mitigate credit risk. Properties
securing our one-to-four family loans are typically appraised by independent fee appraisers who are selected in accordance with
criteria approved by the Loan Committee. For loans that are less than $250 thousand, we may use an automated valuation
model, in lieu of an appraisal. We require title insurance policies on all first mortgage real estate loans originated. Homeowners,
liability, fire and, if required, flood insurance policies are also required for one-to-four family loans. Our real estate loans
generally contain a "due on sale" clause allowing us to declare the unpaid principal balance due and payable upon the sale of
the security property. The average balance of our one-to-four family residential loans was approximately $456 thousand at
December 31, 2021.
Fixed-rate loans secured by one-to-four family residences have contractual maturities of up to 30 years. All of these loans are
fully amortizing, with payments due monthly. Our portfolio of fixed-rate loans also includes $4.0 million one-to-four family
loans with a five-year call option at December 31, 2021.
Adjustable-rate loans are offered with annual adjustments and lifetime rate caps that vary based on the product, generally with a
maximum annual rate change of 2.0% and a maximum overall rate change of 6.0%. We generally use the rate on one-year
LIBOR to re-price our adjustable-rate loans, however, $8.2 million of our adjustable-rate loans are to employees and directors
that re-price annually based on a margin of 1%-1.50% over our average 12-month cost of funds. As a consequence of using
annual adjustments and lifetime caps, the interest rates on adjustable-rate loans may not be as rate sensitive as our cost of funds.
Furthermore, because loan indices may not respond perfectly to changes in market interest rates, upward adjustments on loans
may occur more slowly than increases in our cost of interest-bearing liabilities, especially during periods of rapidly increasing
interest rates. Because of these characteristics, future yields on adjustable-rate loans may not be sufficient to offset increases in
our cost of funds.
We continue to offer our fully amortizing adjustable-rate loans with a fixed interest rate for the first one, three, five or seven
years, followed by a periodic adjustable interest rate for the remaining term. Although adjustable-rate mortgage loans may
reduce to an extent our vulnerability to changes in market interest rates because they periodically re-price, as interest rates
increase, the required payments due from the borrower also increase (subject to rate caps), increasing the potential for default
by the borrower. At the same time, the ability of the borrower to repay the loan and the marketability of the underlying
collateral may be adversely affected by higher interest rates. Upward adjustments of the contractual interest rate are also limited
by our maximum periodic and lifetime rate adjustments. Moreover, the interest rates on most of our adjustable-rate loans do not
adjust within the next year and may not adjust for up to ten years after origination. As a result, the effectiveness of adjustable-
rate mortgage loans in compensating for changes in general interest rates may be limited during periods of rapidly rising interest
rates.
At December 31, 2021, $25.8 million, or 12.4% of our one-to-four family residential portfolio consisted of nonowner-occupied
loans, compared to $19.6 million, or 15.0% of our one-to-four family residential portfolio at December 31, 2020. At
December 31, 2021, our average nonowner-occupied residential loan had a balance of $460 thousand. Loans secured by rental
properties represent potentially higher risk. As a result, we adhere to more stringent underwriting guidelines which may include,
but are not limited to, annual financial statements, a budget factoring in a rental income cash flow analysis of the borrower as
well as the net operating income of the property, information concerning the borrower’s expertise, credit history and
profitability, and the value of the underlying property. In addition, these loans are generally secured by a first mortgage on the
underlying collateral property along with an assignment of rents and leases. Of primary concern in nonowner-occupied real
estate lending is the consistency of rental income of the property. Payments on loans secured by rental properties may depend
primarily on the tenants’ continuing ability to pay rent to the property owner, the character of the borrower or, if the property
owner is unable to find a tenant, the property owner’s ability to repay the loan without the benefit of a rental income stream. In
addition, successful operation and management of nonowner-occupied properties, including property maintenance standards,
may affect repayment. As a result, repayment of such loans may be subject to adverse conditions in the real estate market or the
economy. If the borrower has multiple rental property loans with us, the loans are typically not cross collateralized.
In 2016, in order to enable individuals to secure the purchase of a new residence before selling their existing residence, we
commenced a loan program designed to allow borrowers to access the equity in their current residence to apply towards the
purchase of a new residence. The loan or loans to purchase the new residence are generally originated in an amount in excess of
$1.0 million and secured by the borrower's existing and/or new residences, with a maximum combined loan-to-value ratio of up
to 80%. These loans provide for repayment upon the earlier of the sale of the current residence or the loan maturity date, which
is typically up to 12 months. Upon the sale of the borrower's current residence, we may refinance the new residence using our
traditional jumbo mortgage loan underwriting guidelines. During 2021, we originated $3.4 million of loans under this program,
compared to $7.9 million in 2020. At December 31, 2021, we had $1.5 million of these interest-only residential loans in our
one-to-four family residential mortgage loan portfolio.
The primary focus of our underwriting guidelines for interest-only residential loans is on the value of the collateral rather than
the ability of the borrower to repay the loan. As a result, this type of lending exposes us to an increased risk of loss due to the
larger loan balance and our inability to sell them to Fannie Mae, similar to the risks associated with jumbo one-to-four family
residential loans. In addition, a decline in residential real estate values resulting from a downturn in the Washington housing
market 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.
Home Equity Lending. We originate home equity loans that consist of fixed-rate, fully-amortizing loans and variable-rate lines
of credit. We typically originate home equity loans in amounts of up to 90% of the value of the collateral, minus any senior
liens on the property; however, prior to 2010 we originated home equity loans in amounts of up to 100% of the value of the
collateral, minus any senior liens on the property. Home equity lines of credit are typically originated for up to $250,000 with
an adjustable rate of interest, based on the one-year Treasury Bill rate or the Wall Street Journal Prime rate, plus a margin.
Home equity lines of credit generally have a three-, five- or 12-year draw period, during which time the funds may be paid
down and redrawn up to the committed amount. Once the draw period has lapsed, the payment is amortized over either a 12-,
19- or 21-year period based on the loan balance at that time. We charge a $50 annual fee on each home equity line of credit and
require monthly interest-only payments on the entire amount drawn during the draw period. At December 31, 2021, home
equity loans totaled $13.3 million, or 1.9% of our total loan portfolio, compared to $16.3 million, or 2.6% of our total loan
portfolio at December 31, 2020. Adjustable-rate home equity lines of credit at December 31, 2021 totaled $8.8 million, or 1.3%
of our total loan portfolio, compared to $11.6 million, or 1.9% of our total loan portfolio at December 31, 2020. At
December 31, 2021, unfunded commitments on home equity lines of credit totaled $17.5 million.
Our fixed-rate home equity loans generally have terms of up to 15 years and are fully amortizing. At December 31, 2021, fixed-
rate home equity loans totaled $4.5 million, or 0.6% of our gross loan portfolio, compared to $4.7 million, or 0.8% of our total
loan portfolio at December 31, 2020.
Commercial and Multifamily Real Estate Lending. We offer a variety of commercial and multifamily real estate loans. Most
of these loans are secured by owner-occupied and nonowner-occupied commercial income producing properties, multifamily
apartment buildings, warehouses, office buildings, gas station/convenience stores and mobile home parks located in our market
area. At December 31, 2021, commercial and multifamily real estate loans totaled $278.2 million, or 40.4% of our total loan
portfolio, compared to $265.8 million, or 43.2% of our total loan portfolio at December 31, 2020.
Loans secured by commercial and multifamily real estate are generally originated with a variable interest rate, fixed for an
initial three- to ten-year term and a 20- to 25-year amortization period. At the end of the initial term, the balance is due in full or
the loan re-prices based on an independent index plus a margin over the applicable index of 1% to 4% for another five years.
Loan-to-value ratios on our commercial and multifamily real estate loans typically do not exceed 80% of the lower of cost or
appraised value of the property securing the loan at origination.
Loans secured by commercial and multifamily real estate are generally underwritten based on the net operating income of the
property, quality and location of the real estate, the credit history and financial strength of the borrower and the quality of
management involved with the property. 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. We generally impose a minimum debt service coverage ratio of 1.20 for originated loans secured by
income producing commercial properties. If the borrower is other than an individual, we typically require the personal guaranty
of the principal owners of the borrowing entity. We also generally require an assignment of rents in order to be assured that the
cash flow from the project will be used to repay the debt. Appraisals on properties securing commercial and multifamily real
estate loans are performed by independent state certified licensed fee appraisers. In order to monitor the adequacy of cash flows
on income-producing properties, the borrower is required to provide annual financial information. We also from time to time
acquire participation interests in commercial and multifamily real estate loans originated by other financial institutions secured
by properties located in our market area.
Historically, loans secured by commercial and multifamily properties generally present different credit risks than one-to-four
family properties. These loans typically involve larger balances to single borrowers or groups of related borrowers. Because
payments on loans secured by commercial and multifamily 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. Repayments of loans secured by nonowner-occupied properties depend primarily on the tenant’s continuing ability to
pay rent to the property owner, who is our borrower, or, if the property owner is unable to find a tenant, the property owner’s
ability to repay the loan without the benefit of a rental income stream. 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 multifamily real estate
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 collateral. In addition, most of our commercial and multifamily
real estate 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 and multifamily real estate loan at December 31, 2021, totaled $12.0
million and was collateralized by a storage facility. At December 31, 2021, this loan was performing in accordance with its
repayment terms.
The following table provides information on commercial and multifamily real estate loans by type at December 31, 2021 and
2020 (dollars in thousands):
Multifamily residential
Owner-occupied commercial real estate retail
Owner-occupied commercial real estate office buildings
Owner-occupied commercial real estate other (1)
Non-owner occupied commercial real estate retail
Non-owner occupied commercial real estate office buildings
Non-owner occupied commercial real estate other (1)
Warehouses
Gas station/Convenience store
Mobile Home Parks
Total
December 31,
2021
2020
Amount
Percent
Amount
Percent
$
71,834
9,636
25,463
16,857
8,000
14,898
104,606
9,489
11,864
5,528
$ 278,175
25.8 % $
3.5
9.2
6.1
2.9
5.4
37.6
3.4
4.3
2.0
89,364
4,718
20,118
21,045
7,629
10,981
78,896
14,683
12,481
5,859
100.0 % $ 265,774
33.6 %
1.8
7.6
7.9
2.9
4.1
29.7
5.5
4.7
2.2
100.0 %
(1) Other commercial real estate loans include schools, churches, storage facilities, restaurants, etc.
Construction and Land Lending. We originate construction loans secured by single-family residences and commercial and
multifamily real estate. We also originate land acquisition and development loans, which are secured by raw land or developed
lots on which the borrower intends to build a residence. At December 31, 2021, our construction and land loans totaled $63.1
million, or 9.2% of our total loan portfolio, compared to $62.8 million, or 10.2% of our total loan portfolio at December 31,
2020. At December 31, 2021, unfunded construction loan commitments totaled $89.8 million.
Construction loans to individuals and contractors for the construction of personal residences, including speculative residential
construction, totaled $11.8 million, or 18.7%, of our construction and land portfolio at December 31, 2021. In addition to
custom home construction loans to individuals, we originate loans that are termed "speculative" which are those loans where the
builder does not have, at the time of loan origination, a signed contract with a buyer for the home or lot who has a commitment
for permanent financing with either us or another lender. At December 31, 2021, construction loans to contractors for homes
that were considered speculative totaled $6.4 million, or 10.1%, of our construction and land portfolio. The composition of, and
location of underlying collateral securing, our construction and land loan portfolio, excluding loan commitments, at
December 31, 2021 was as follows (in thousands):
Commercial and multifamily construction
Speculative residential construction
Land acquisition and development and lot loans
Residential lot loans
Residential construction
Total
Total
40,634
6,377
4,011
6,673
5,410
63,105
$
$
Our residential construction loans generally provide for the payment of interest only during the construction phase, which is
typically twelve to eighteen months. At the end of the construction phase, the construction loan generally either converts to a
longer-term mortgage loan or is paid off with a permanent loan from another lender. Residential construction loans are made up
to the lesser of a maximum loan-to-value ratio of 100% of cost or 80% of appraised value at completion; however, we generally
do not originate construction loans which exceed these limits without some form of credit enhancement to mitigate the higher
loan to value.
At December 31, 2021, our largest residential construction loan commitment was for $3.3 million, $1.3 million of which had
been disbursed. This loan was performing according to its repayment terms at December 31, 2021. The average outstanding
residential construction loan balance was approximately $775 thousand at December 31, 2021. Before making a commitment to
fund a construction loan, we require an appraisal of the subject property by an independent approved appraiser. During the
construction phase, we make periodic inspections of the construction site and loan proceeds are disbursed directly to the
contractors or borrowers as construction progresses. Loan proceeds are disbursed after inspection based on the percentage of
completion method. We also require general liability, builder's risk hazard insurance, title insurance, and flood insurance, for
properties located in or to be built in a designated flood hazard area, on all construction loans.
We also originate developed lot and raw land loans to individuals intending to construct a residence in the future on the
property. We will generally originate these loans in an amount up to 75% of the lower of the purchase price or appraisal. These
lot and land loans are secured by a first lien on the property and have a fixed rate of interest with a maximum amortization of 20
years.
We make land acquisition and development loans to experienced builders or residential lot developers in our market area. The
maximum loan-to-value limit applicable to these loans is generally 75% of the appraised market value upon completion of the
project. We may not require cash equity from the borrower if there is sufficient equity in the land being used as collateral.
Development plans are required prior to making the loan. Our loan officers visit the proposed site of the development and the
sites of competing developments. We require that developers maintain adequate insurance coverage. Land acquisition and
development loans generally are originated with a loan term up to 24 months, have adjustable rates of interest based on the Wall
Street Journal Prime Rate or the three- or five-year rate charged by the Federal Home Loan Bank ("FHLB") of Des Moines and
require interest-only payment during the term of the loan. Land acquisition and development loan proceeds are disbursed
periodically in increments as construction progresses and as an inspection by our approved inspector warrants. We also require
these loans to be paid on an accelerated basis as the lots are sold, so that we are repaid before all the lots are sold. At
December 31, 2021, land acquisition and development and lot loans totaled $4.0 million, or 6.4% of our construction and land
portfolio.
We also offer commercial and multifamily construction loans. These loans are underwritten as interest only with financing
typically up to 24 months under terms similar to our residential construction loans. Commercial and multifamily construction
loans are made up to the lesser of a maximum loan-to-value ratio of 100% of cost or 80% of appraised value at completion.
Most of our commercial and multifamily construction loans provide for disbursement of loan funds during the construction
period and conversion to a permanent loan when the construction is complete and either tenant lease-up provisions or
prescribed debt service coverage ratios are met. At December 31, 2021, commercial and multifamily construction loans totaled
$40.6 million or 64.4% of our construction and land portfolio, compared to $41.3 million, or 65.8% of our construction and
land portfolio at December 31, 2020. The three largest commercial and multifamily construction loans at December 31, 2021
included a $17.5 million loan secured by a commercial self-storage building, a $16.3 million loan secured by a multifamily
residential property and a $13.5 million loan secured by a multifamily residential property, all located in King County,
Washington. At December 31, 2021, all of these loans were performing in accordance with their repayment terms.
Our construction and land development loans are based upon estimates of costs in relation to values associated with the
completed project. Construction and land 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 completed
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 the demand, such as 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 is often concentrated with a small number of
builders. A downturn in housing, or the real estate market, could increase loan delinquencies, defaults and foreclosures, and
significantly impair the value of our collateral and our ability to sell the collateral upon foreclosure. Some of our builders have
more than one loan outstanding with us and also have residential mortgage loans for rental properties 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 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 purchasers' borrowing costs, thereby reducing the overall demand for the project. Properties under
construction may be difficult to sell and typically must be completed in order to be successfully sold, which also complicates
the process of resolving problem construction loans. This may require us to advance additional funds and/or contract with
another builder to complete construction. Furthermore, in the case of speculative construction loans, there is the added risk
associated with identifying an end-purchaser for the finished project. Land loans also 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 also be significantly
impacted by supply and demand conditions. A downturn in housing, or the real estate market, could increase loan
delinquencies, defaults and foreclosures, and significantly impair the value of our collateral and our ability to sell the collateral
upon foreclosure.
Commercial Business Lending. At December 31, 2021, commercial business loans totaled $28.0 million, or 4.1% of our total
loan portfolio, compared to $64.2 million, or 10.4% of our total loan portfolio at December 31, 2020. Substantially all of our
commercial business loans have been to borrowers in our market area. Our commercial business lending activities encompass
loans with a variety of purposes and security, including loans to finance commercial vehicles and equipment and loans secured
by accounts receivable and/or inventory. Our commercial business lending policy includes an 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
our credit analysis. We generally require personal guarantees on both our secured and unsecured commercial business loans.
Nonetheless, commercial business loans are believed to carry higher credit risk than residential mortgage and commercial real
estate loans. At December 31, 2021, excluding our Paycheck Protection Program ("PPP") loans, approximately $1.8 million of
our commercial business loans were unsecured.
Commercial business loans also include loans originated under the PPP, a specialized low-interest loan program funded by the
U.S. Treasury Department and administered by the Small Business Administration ("SBA"). The Bank, as a qualified SBA
lender, was authorized to originate PPP loans. PPP loans have an interest rate of 1.0%, a two-year or five-year loan term to
maturity, and principal and interest payments deferred until the lender receives the applicable forgiven amount or ten months
after the end of the borrower’s loan forgiveness covered period. The SBA guarantees 100% of the PPP loans made to eligible
borrowers. The entire principal amount of the borrower’s PPP loan, including any accrued interest, is eligible to be reduced by
the loan forgiveness amount under the PPP so long as employee and compensation levels of the business are maintained and the
loan proceeds are used for other qualifying expenses. We originated 1,515 PPP loans totaling $119.2 million during 2021 and
2020. At December 31, 2021, there were 32 PPP loans totaling $4.2 million remaining in our portfolio.
Our interest rates on commercial business loans, excluding PPP loans, are dependent on the type of loan. Our secured
commercial business loans typically have a loan-to-value ratio of up to 80% and are term loans ranging from three to seven
years. Secured commercial business term loans generally have a fixed interest rate based on the commensurate FHLB
amortizing rate or prime rate as reported in the West Coast edition of the Wall Street Journal plus 1% to 3%. In addition, we
typically charge loan fees of 1% to 2% of the principal amount at origination, depending on the credit quality and account
relationships of the borrower. Business lines of credit are usually adjustable rate and are based on the prime rate plus 1% to 3%,
and are generally originated with both a floor and ceiling to the interest rate. Our business lines of credit generally have terms
ranging from 12 months to 24 months and provide for interest-only monthly payments during the term.
Our commercial business loans, excluding PPP loans, are primarily 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 accounts receivable, inventory, equipment or real estate. 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 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 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.
Consumer Lending. We offer a variety of secured and unsecured consumer loans, including new and used manufactured
homes, floating homes, automobiles, boats and recreational vehicle loans, and loans secured by deposit accounts. We also offer
unsecured consumer loans. We originate our consumer loans primarily in our market area. All of our consumer loans are
originated on a direct basis. At December 31, 2021, our consumer loans totaled $97.7 million, or 14.2% of our total loan
portfolio, compared to $75.8 million, or 12.4% of our total loan portfolio at December 31, 2020.
We typically originate new and used manufactured home loans to borrowers who intend to use the home as a primary residence.
The yields on these loans are higher than that on our other residential lending products and the portfolio has performed
reasonably well with an acceptable level of risk and loss in exchange for the higher yield. Our weighted-average yield on
manufactured home loans at December 31, 2021 was 8.37%, compared to 3.94% for one-to-four family mortgages, excluding
loans held-for-sale. At December 31, 2021, these loans totaled $21.6 million, or 22.2% of our consumer loans and 3.1% of our
total loan portfolio. For used manufactured homes, loans are generally made up to 90% of the lesser of the appraised value or
purchase price up to $150 thousand, with terms typically up to 20 years. On new manufactured homes, loans are generally made
up to 90% of the lesser of the appraised value or purchase price up to $150 thousand, with terms typically up to 20 years. We
generally charge a 1% fee at origination. We underwrite these loans based on our review of creditworthiness of the borrower,
including credit scores, and the value of the collateral, for which we hold a security interest under Washington law.
Manufactured home loans are higher risk than loans secured by residential real property, though this risk is reduced if the owner
also owns the land on which the home is located. A small portion of our manufactured home loans involve properties on which
we also have financed the land for the owner. The primary risk in manufactured home loans is the difficulty in obtaining
adequate value for the collateral due to the cost and limited ability to move the collateral. These loans tend to be made to retired
individuals and first-time homebuyers. First-time homebuyers of manufactured homes tend to be a higher credit risk than first-
time homebuyers of single-family residences, due to more limited financial resources. As a result, these loans may have a
higher probability of default and higher delinquency rates than single-family residential loans and other types of consumer
loans. We take into account this additional risk as a component of our allowance for loan losses. We attempt to work out
delinquent loans with the borrower and, if that is not successful, any past due manufactured homes are repossessed and sold. At
December 31, 2021, there were four nonperforming manufactured home loans totaling $122 thousand.
We originate floating home, houseboat and house barge loans, typically located on cooperative or condominium moorages.
Terms vary from five to 20 years and generally have a fixed rate of interest. We lend up to 90% of the lesser of the appraised
value or purchase price. The primary risk in floating home loans is the unique nature of the collateral and the challenges of
relocating such collateral to a location other than where such housing is permitted. The process for securing the deed and/or the
condominium or cooperative dock is also unique compared to other types of lending we participate in. As a result, these loans
may have higher collateral recovery costs than for one-to-four family mortgage loans and other types of consumer loans. We
take into account these additional risks as a part of our underwriting criteria. At December 31, 2021, floating home loans totaled
$59.3 million, or 60.7% of our consumer loan portfolio and 8.7% of our total loan portfolio.
The balance of our consumer loans includes loans secured by new and used automobiles, new and used boats, motorcycles and
recreational vehicles, loans secured by deposits and unsecured consumer loans, all of which, at December 31, 2021, totaled $3.9
million, or 4.0% of our consumer loan portfolio and 0.6% of our total loan portfolio.
Consumer loans (other than our manufactured and floating homes) generally have shorter terms to maturity, which reduces our
exposure to changes in interest rates. In addition, management believes that offering consumer loan products helps to expand
and create stronger ties to our existing client base by increasing the number of client relationships and providing additional
marketing opportunities.
Consumer 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 manufactured homes, automobiles, boats and 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.
Loan Originations, Purchases, Sales, Repayments and Servicing
We originate both fixed-rate and adjustable-rate loans. Our ability to originate loans, however, is dependent upon client demand
for loans in our market area. Over the past several years, we have continued to originate residential and consumer loans, and
increased our emphasis on commercial and multifamily real estate, construction and land, and commercial business lending.
Demand is affected by competition and the interest-rate environment. During the past few years, we, like many other financial
institutions, have experienced significant prepayments on loans due to the prevailing low interest-rate environment in the U.S.
In periods of economic uncertainty, the ability of financial institutions, including us, to originate large dollar volumes of real
estate loans may be substantially reduced or restricted, with a resultant decrease in interest income. If a proposed loan exceeds
our internal lending limits, we may originate the loan on a participation basis with another financial institution. We also from
time to time, purchase loans from or participate with other financial institutions on loans they originate. We underwrite loan
purchases and participations to the same standards as internally originated loans. We did not sell any commercial loan
participations in 2021 or 2020. We had $4.3 million purchases of commercial business loan participations from other financial
institutions in 2021 and none in 2020.
We originate loans that may meet one or more of the credit characteristics commonly associated with subprime lending. The
term ‘subprime’ refers to the credit characteristics of individual borrowers which may include payment delinquencies,
judgements, foreclosures, bankruptcies, low credit scores and/or high debt-to-income ratios. In exchange for the additional risk
we take with such borrowers, we may require borrowers to pay a higher interest rates, require a lower debt-to-income ratio or
require other enhancements to manage the additional risk. While no single credit characteristic defines a subprime loan, one
commonly used indicator is a loan originated to a borrower with a credit score of 660 or lower. Of the $243.9 million in one-to-
four-family loans originated in 2021, $4.2 million or 1.7% were to borrowers with a credit score under 660. Additionally, of the
$6.3 million in manufactured home loans originated in 2021, $244 thousand or 3.9% were to borrowers with a credit score of
660 or lower. At December 31, 2021, the total amount of residential and consumer loans held in our loan portfolio to borrowers
with a credit score of 660 or lower were $18.3 million. We do not engage in originating negative amortization or option
adjustable-rate loans and have no established program to originate or purchase these loans.
In addition to interest earned on loans and loan origination fees, we receive fees for loan commitments, late payments and other
miscellaneous services.
We also sell whole one-to-four family loans without recourse to Fannie Mae and other investors, subject to a provision for
repurchase upon breach of representation, warranty or covenant. These loans are fixed-rate mortgages, which primarily are sold
to reduce our interest-rate risk and generate noninterest income. These loans are generally sold for cash in amounts equal to the
unpaid principal amount of the loans determined using present value yields to the buyer. These sales allow for a servicing fee
on loans when the servicing is retained by us. Most one-to-four family loans are sold with servicing retained. At December 31,
2021, we were servicing a $504.1 million portfolio of residential mortgage loans for Fannie Mae and $4.0 million for other
investors. We repurchased one loan for $284 thousand in 2021 and no loans in 2020. These mortgage servicing rights are
carried at fair value and had a value at December 31, 2021 of $4.3 million. We earned mortgage servicing income of $1.3
million and $1.0 million for the years ended December 31, 2021 and 2020, respectively. See "Note 6 — Mortgage Servicing
Rights" in the Notes to Consolidated Financial Statements contained in "Part II. Item 8. Financial Statements and
Supplementary Data" of this report on Form 10-K.
Sales of whole real estate loans are beneficial to us since these sales may generate income at the time of sale, produce future
servicing income on loans where servicing is retained, provide funds for additional lending, and increase liquidity. We sold
$147.4 million and $258.2 million of conforming one-to-four family loans during the year ended December 31, 2021 and 2020,
respectively. Gains, losses and transfer fees on sales of one-to-four family loans and participations are recognized at the time of
the sale. Our net gain on sales of residential loans for the years ended December 31, 2021 and 2020 was $4.2 million and $6.0
million, respectively. In addition to loans sold to Fannie Mae and others on a servicing retained basis, we also sell
nonconforming residential loans to correspondent banks on a servicing released basis. In 2020, we sold $5.9 million of loans
servicing released.
The following table shows our loan origination, sale and repayment activities, including loans held-for-sale, for the periods
indicated (in thousands):
Originations by type:
Fixed-rate:
One-to-four family
Home equity
Commercial and multifamily
Construction and land
Manufactured homes
Floating homes
Other consumer
Commercial business
Total fixed-rate
Adjustable rate:
One-to-four family
Home equity
Commercial and multifamily
Construction and land
Floating homes
Other consumer
Commercial business
Total adjustable-rate
Total loans originated
Purchases by type:
One-to-four family
Commercial business participations
Total loan participations purchased
Sales, repayments and participations sold:
One-to-four family
Commercial and multifamily
Total loans sold and loan participations
Transfers to OREO
Total principal repayments
Total reductions
Net (decrease) increase
Year Ended December 31,
2021
2020
$
226,125 $
295,522
1,785
24,338
28,313
6,302
29,226
5,668
27,129
1,141
23,288
24,559
4,267
5,792
11,088
78,469
348,886
444,126
17,760
8,021
58,371
65,623
2,879
105
36,812
189,571
538,457
24,067
4,298
28,365
147,436
1,975
149,411
84
344,932
494,427
25,776
9,187
44,067
49,735
1,439
297
535
131,036
575,162
—
—
—
258,182
—
258,182
19
323,485
581,686
$
72,395 $
(6,524)
The decrease in total loan originations in 2021 compared to 2020 was primarily due to slowing levels of loan activity in the
one-to-four family and commercial business categories, partially offset by increased demand for floating homes, commercial
and multifamily, and construction and land categories. Demand for one-to-four family loans slowed in 2021 as homeowners,
taking advantage of historically low interest rates, refinanced their homes in the prior year. While the pandemic increased
demand for single-family homes outside downtown metropolitan areas, supply of homes available for sale in these areas slowed
the ability to purchase. Demand for construction loans, including new homes and apartment buildings continued to increase due
to appreciation in market prices, declining supplies of homes for sale and continued strong rental demand in our market
area. Commercial business loans decreased due to PPP loan originations.
Asset Quality
When a borrower fails to make a required payment on a one-to-four family loan, we attempt to cure the delinquency by
contacting the borrower. In the case of loans secured by a one-to-four family property, a late notice typically is sent 15 days
after the due date. Generally, a pre-foreclosure loss mitigation letter is also mailed to the borrower 30 days after the due date.
All delinquent accounts are reviewed by a loan officer or branch manager who attempts to cure the delinquency by contacting
the borrower. If the account becomes 120 days delinquent and an acceptable foreclosure alternative has not been agreed upon,
we generally refer the account to legal counsel with instructions to prepare a notice of default. The notice of default begins the
foreclosure process. If foreclosure is completed, typically we take title to the property and sell it directly through a real estate
broker.
Delinquent consumer loans are handled in a similar manner to one-to-four family loans. Our 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.
Once a loan is 90 days past due, it is classified as nonaccrual. Generally, delinquent consumer loans are charged-off at 120 days
past due, unless we have a reasonable basis to justify additional collection and recovery efforts.
Delinquent Loans. The following table sets forth our loan delinquencies by type (excluding COVID-19 modified loans), by
amount and by percentage of type at December 31, 2021 (dollars in thousands):
Loans Delinquent For:
30-89 Days
90 Days and Over
Total Delinquent Loans
Number
Amount
Percent of
Loan
Category
Number
Amount
Percent of
Loan
Category
Number
Amount
Percent of
Loan
Category
One-to-four family
7 $
1,863
0.9 %
2 $
Home equity
Construction and
land
Manufactured homes
Floating homes
Other consumer
Commercial
Business
Total
—
2
4
—
9
1
—
837
123
—
78
6
—
1.3
0.6
—
0.5
—
3
—
2
1
—
1
23 $
2,907
0.4 %
9 $
87
140
—
59
244
—
176
706
— %
9 $
1,950
1.1
—
0.3
0.4
—
0.6
3
2
6
1
9
2
140
837
182
244
78
182
0.1 %
32 $
3,613
0.9 %
1.1
1.3
0.8
0.4
0.5
0.6
0.5 %
Nonperforming Assets. The table below sets forth the amounts and categories of nonperforming assets in our loan portfolio (in
thousands). Loans are placed on nonaccrual status when the collection of principal and/or interest become doubtful or when the
loan is more than 90 days past due. Other real estate owned ("OREO") and repossessed assets include assets acquired in
settlement of loans.
Nonaccrual loans (1):
One-to-four family
Home equity
Commercial and multifamily
Construction and land
Manufactured homes
Floating homes
Commercial business
Total nonaccrual loans
OREO and repossessed assets:
One-to-four family
Commercial and multifamily
Manufactured homes
Total OREO and repossessed assets
Total nonperforming assets
Nonperforming assets as a percentage of total assets
Performing restructured loans:
One-to-four family
Home equity
Construction and land
Manufactured homes
Other consumer
Commercial business
December 31,
2021
2020
$
2,207
$
1,668
140
2,380
33
122
493
176
156
353
40
149
518
—
5,552
2,884
84
575
—
659
—
575
19
594
$
6,211
$
3,478
0.68 %
0.40 %
$
1,859
$
1,965
75
35
99
106
—
137
37
116
114
615
Total performing restructured loans
$
2,174
$
2,984
(1) Nonaccrual loans include $422 thousand and $174 thousand in nonperforming troubled debt restructurings at December 31, 2021 and
2020, respectively. We had no accruing loan 90 days or more delinquent for the periods reported.
Nonaccrual loans, including nonaccrual troubled debt restructurings ("TDRs"), increased $2.7 million to $5.6 million at
December 31, 2021 from $2.9 million at December 31, 2020. Our largest nonperforming loan at December 31, 2021 was a
multi-family loan totaling $2.4 million. Nonperforming one-to-four family loans at December 31, 2021 consisted of nine loans
to different borrowers with an average loan balance of $245 thousand. In addition, there were four manufactured home loans,
three home equity loans, one construction and land loan, two floating home loans, and one commercial business loan classified
as nonperforming at December 31, 2021.
See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition at
December 31, 2021 Compared to December 31, 2020—Delinquencies and Nonperforming Assets" contained in Item 7 of this
report on Form 10-K for more information on troubled assets.
Troubled Debt Restructured Loans. TDRs, which are accounted for under ASC 310-40, are loans which have renegotiated
loan terms to assist borrowers who are unable to meet the original terms of their loans. Such modifications to loan terms may
include a lower interest rate, a reduction in principal, or a longer term to maturity. All TDRs are initially classified as impaired
regardless of whether the loan was performing at the time it was restructured. At December 31, 2021, we had $2.2 million of
loans that were classified as performing TDRs and still on accrual, compared to $3.0 million at December 31, 2020. Included in
nonaccrual loans at December 31, 2021 and 2020 were nonaccrual TDRs of $422 thousand and $174 thousand, respectively.
OREO and Repossessed Assets. OREO and repossessed assets include assets acquired in settlement of loans. At December 31,
2021, OREO and repossessed assets totaled $659 thousand. Our OREO at December 31, 2021, consisted of two properties. The
first is a former bank branch property located in Port Angeles, Washington which was acquired in 2015 as a part of three
branches purchased from another financial institution. It is currently leased to a local not-for-profit organization at a below-
market rate. The second OREO property is a one-to-four family home located in Michigan.
Classified Assets. Federal regulations provide for the classification of lower quality loans and other assets (such as OREO and
repossessed assets), debt and equity securities considered as "substandard," "doubtful" or "loss." An asset is considered
"substandard" if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral
pledged, if any. "Substandard" assets include those characterized by the "distinct possibility" that the insured institution will
sustain "some loss" if the deficiencies are not corrected. Assets classified as "doubtful" have all of the weaknesses in those
classified "substandard," with the added characteristic that the weaknesses present make "collection or liquidation in full," on
the basis of currently existing facts, conditions and values, "highly questionable and improbable." Assets classified as "loss" are
those considered "uncollectible" and of such little value that their continuance as assets without the establishment of a specific
loss reserve is not warranted.
When we classify problem assets as either substandard or doubtful, we may establish a specific allowance in an amount we
deem 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 specifically
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. Our determination as to the classification of our assets and the
amount of our valuation allowances is subject to review by the FDIC and, since our conversion to a Washington-chartered
commercial bank, the WDFI, which can order the establishment of additional loss allowances. Assets which do not currently
expose us to sufficient risk to warrant classification in one of the aforementioned categories but possess weaknesses are
required to be designated as special mention. At December 31, 2021, special mention assets totaled $6.2 million.
We regularly review the problem assets in our portfolio to determine whether any assets require classification in accordance
with applicable regulations. On the basis of management's review of our assets, at December 31, 2021, we had classified $14.8
million of our assets as substandard, of which $14.2 million represented a variety of outstanding loans and $659 thousand
represented the balance of our OREO and repossessed assets. At that date, we had no assets classified as doubtful or loss. This
total amount of classified assets represented 15.9% of our equity capital and 1.6% of our assets at December 31, 2021.
Classified assets totaled $10.1 million, or 11.8% of our equity capital and 1.2% of our assets at December 31, 2020.
Allowance for Loan Losses. We maintain an allowance for loan losses to absorb probable loan losses in the loan portfolio. The
allowance is based on ongoing, monthly assessments of the estimated probable incurred losses in the loan portfolio. 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. Large groups of smaller balance
homogeneous loans, such as one-to-four family, small commercial and multifamily real estate, home equity and consumer
loans, including floating homes and manufactured homes, are evaluated in the aggregate using historical loss factors and peer
group data adjusted for current economic conditions. More complex loans, such as commercial and multifamily real estate loans
and commercial business loans are evaluated individually for impairment, primarily through the evaluation of the borrower's net
operating income and available cash flow and their possible impact on collateral values.
At December 31, 2021, our allowance for loan losses was $6.3 million, or 0.92% of our total loan portfolio, compared to $6.0
million, or 0.98% of our total loan portfolio, at December 31, 2020. Specific valuation reserves totaled $293 thousand and
$378 thousand at December 31, 2021 and 2020, respectively.
Assessing the allowance for loan losses is inherently subjective as it requires making material estimates, including the amount
and timing of future cash flows expected to be received on impaired loans that may be susceptible to significant change. In the
opinion of management, the allowance, when taken as a whole, properly reflects estimated probable loan losses inherent in our
loan portfolio. See "Note 1—Organization and Significant Accounting Policies" and "Note 5—Loans" in the Notes to
Consolidated Financial Statements contained in "Part II. Item 8. Financial Statements and Supplementary Data" of this report
on Form 10-K.
The following table shows certain credit ratios at and for the periods indicated and each component of the ratio's calculations.
December 31,
2021
December 31,
2020
Allowance for loan losses as a percentage of total loans outstanding at period end
Allowance for loan losses
Total loans outstanding
Non-accrual loans as a percentage of total loans outstanding at period end
Total nonaccrual loans
Total loans outstanding
Allowance for loan losses as a percentage of non-accrual loans at period end
Allowance for loan losses
Total nonaccrual loans
Net charge-offs during period to average loans outstanding:
One-to-four family:
Net charge-offs/(recoveries)
Average loans outstanding
Home equity:
Net charge-offs/(recoveries)
Average loans outstanding
Commercial and multifamily real estate:
Net charge-offs
Average loans outstanding
Construction and land:
Net charge-offs
Average loans outstanding
Manufactured homes:
Net (recoveries)
Average loans outstanding
Floating homes:
Net charge-offs
Average loans outstanding
Other consumer:
Net charge-offs
Average loans outstanding
Commercial business:
Net (recoveries)/charge-offs
Average loans outstanding
Total loans:
Net charge-offs
Average loans outstanding
($ in thousands)
0.92 %
6,306
687,868
0.81 %
5,552
687,868
113.59 %
6,306
5,552
0.05 %
76
162,816
0.01 %
2
14,343
— %
—
253,122
— %
—
72,575
— %
(1)
21,067
— %
—
46,784
0.29 %
44
15,500
— %
(2)
58,267
0.97 %
6,000
615,498
0.47 %
2,884
615,498
208.04 %
6,000
2,884
(0.03) %
(43)
138,539
(0.22) %
(44)
19,710
— %
—
271,225
— %
—
74,074
(0.01) %
(2)
20,945
— %
—
44,333
0.31 %
34
10,824
0.76 %
620
82,089
0.02 %
119
644,473
0.09 %
565
661,740
Economic conditions in our markets, and the U.S. as a whole, were negatively impacted by the restrictions imposed on
businesses as a result of the COVID-19 pandemic. Recent trends in housing prices and unemployment rates in our market areas
reflect the continuing impact of these restrictions. Although unemployment in our market area was generally lower than the
national average in 2020 and home prices increased in 2021 compared to 2020, we continue to carefully monitor our loan
portfolio for possible deterioration due to the pandemic.
The allowance for loan losses as a percentage of nonperforming loans was 113.58% and 208.04% at December 31, 2021 and
2020, respectively. The provision for loan losses totaled $425 thousand for the year ended December 31, 2021, compared to
$925 thousand for the year ended December 31, 2020. Net charge-offs were $119 thousand for the year ended December 31,
2021, compared to net charge-offs of $565 thousand for the year ended December 31, 2020.
The distribution of our allowance for losses on loans at the dates indicated is summarized as follows (dollars in thousands):
December 31,
2021
Percent of Loans
in Each Category
to Total Loans
Amount
2020
Percent of Loans
in Each Category
to Total Loans
Amount
$
1,402
30.2 % $
1,063
21.2 %
93
2,340
650
475
372
310
269
395
1.9
40.4
9.2
3.1
8.7
2.4
4.1
—
147
2,370
578
529
328
288
291
406
2.6
43.2
10.2
3.4
6.6
2.4
10.4
—
$
6,306
100.0 % $
6,000
100.0 %
Allocated at end of period to:
One-to-four family
Home equity
Commercial and multifamily
Construction and land
Manufactured homes
Floating homes
Other consumer
Commercial business
Unallocated
Total
Investment Activities
State chartered commercial banks have the authority to invest in various types of liquid assets, including U.S. Treasury
obligations, securities of various federal agencies, including callable agency securities, certain certificates of deposit of insured
commercial banks and savings banks, certain bankers' acceptances, repurchase agreements and federal funds. Subject to various
restrictions, state commercial banks may also invest their assets in investment grade commercial paper and corporate debt
securities and mutual funds whose assets conform to the investments that the institution is otherwise authorized to make
directly. See "—How We Are Regulated—Sound Community Bank" for a discussion of additional restrictions on our
investment activities.
Our CEO and Chief Financial Officer ("CFO") have the responsibility for the management of our investment portfolio, subject
to the direction and guidance of the Board of Directors. These officers consider various factors when making 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 our investment portfolio are 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. Our investment quality emphasizes safer investments with the yield on
those investments secondary to not taking unnecessary risk with the available funds. See "Quantitative and Qualitative
Disclosures About Market Risk" contained in Item 7A. of this report on Form 10-K for additional information about our
interest-rate risk management.
At December 31, 2021, we owned $1.0 million of stock issued by the FHLB of Des Moines. As a condition of membership in
the FHLB of Des Moines, we are required to purchase and hold a certain amount of FHLB stock.
We review investment securities on an ongoing basis for the presence of OTTI, taking into consideration current market
conditions, fair value in relationship to cost, extent and nature of the change in fair value, issuer rating changes and trends,
whether we intend to sell a security or if it is likely that we will be required to sell the security before recovery of our amortized
cost basis of the investment, which may be maturity, and other factors. For debt securities, if we intend to sell the security or it
is likely that we will be required to sell the security before recovering its cost basis, the entire impairment loss would be
recognized in earnings as an OTTI loss. If we do not intend to sell the security and it is not more likely than not that we will be
required to sell the security but we do not expect to recover the entire amortized cost basis of the security, only the portion of
the impairment loss representing credit losses would be recognized in earnings. The credit loss on a security is measured as the
difference between the amortized cost basis and the present value of the cash flows expected to be collected.
Projected cash flows are discounted by the original or current effective interest rate depending on the nature of the security
being measured for potential OTTI. The remaining impairment related to all other factors, the difference between the present
value of the cash flows expected to be collected and the fair value, is recognized as a charge to other comprehensive
income. Impairment losses related to all other factors are presented as separate categories within other comprehensive income.
During the year ended December 31, 2021, we did not recognize any non-cash OTTI charges on our investment securities. At
that date, there were six agency securities that had unrealized losses, although management determined the decline in value was
not related to specific credit deterioration. We do not intend to sell these securities and it is more likely than not that we will not
be required to sell any securities before anticipated recovery of the remaining amortized cost basis. We closely monitor our
investment securities for changes in credit risk. The current market environment significantly limits our ability to mitigate our
exposure to valuation changes in these securities by selling them. If market conditions deteriorate and we determine our
holdings of these or other investment securities have OTTI losses, our future earnings, stockholders' equity, regulatory capital
and continuing operations could be materially adversely affected.
See "Note 4—Investments" in the Notes to Consolidated Financial Statements contained in "Part II. Item 8. Financial
Statements and Supplementary Data” of this report on Form 10-K for additional information on our investments.
Sources of Funds
General. Our sources of funds are primarily deposits (including deposits from public entities), borrowings, payments of
principal and interest on loans and investments and funds provided from operations.
Deposits. We offer a variety of deposit accounts to both consumers and businesses with a wide range of interest rates and
terms. Our deposits consist of savings accounts, money market deposit accounts, NOW accounts, demand accounts and
certificates of deposit. We solicit deposits primarily in our market area; however, at December 31, 2021, approximately 5.9% of
our deposits were from persons outside the State of Washington. At December 31, 2021, core deposits, which we define as our
non-time deposit accounts and time deposit accounts less than $250 thousand (excluding brokered deposits and public funds),
represented approximately 94.6% of total deposits, compared to 83.4% at December 31, 2020. We primarily rely on
competitive pricing policies, marketing and client service to attract and retain these deposits and we expect to continue these
practices in the future.
The flow of deposits is influenced significantly by general economic conditions, changes in money market and prevailing
interest rates and competition. The variety of deposit accounts we offer has allowed us to be competitive in obtaining funds and
to respond with flexibility to changes in consumer demand. We manage the pricing of our deposits in keeping with our asset/
liability management, liquidity and profitability objectives, subject to competitive factors. Based on our experience, we believe
that our deposits are relatively stable sources of funds. Despite this stability, our ability to attract and maintain these deposits
and the rates paid on them is and will continue to be significantly affected by market conditions.
The following table sets forth our deposit flows during the periods indicated (dollars in thousands):
Opening balance
Net deposits
Interest credited
Ending balance
Net increase
Percent increase
Year Ended December 31,
2021
747,981
47,057
3,282
798,320
50,339
$
$
$
2020
616,718
124,259
7,004
747,981
131,263
$
$
$
6.7 %
21.3 %
The following table sets forth the dollar amount of deposits in the various types of deposit programs offered by us at the dates
indicated (dollars in thousands):
Noninterest-bearing demand
Interest-bearing demand
Savings
Money market
Escrow
Total non-maturity deposits
Certificates of deposit:
1.99% or below
2.00 - 3.99%
Total certificates of deposit
Total deposits
December 31,
2021
2020
Amount
Percent of
total
Amount
Percent of
total
$
$
187,684
307,061
103,401
91,670
2,782
692,598
79,763
25,959
105,722
798,320
23.5 % $
38.5
13.0
11.5
0.3
86.8
10.0
3.3
13.2
100.0 % $
129,299
230,492
83,778
65,748
3,191
512,508
98,042
137,431
235,473
747,981
17.3 %
30.8
11.2
8.8
0.4
68.5
13.1
18.4
31.5
100.0 %
The following table sets forth, for the periods indicated, the average amount of and the average rate paid on deposit categories
that are in excess of 10 percent of average total deposits.
At December 31,
2021
2020
Average Balance
Outstanding
Weighted Average
Rate
Average Balance
Outstanding
Weighted Average
Rate
$
$
178,535
289,096
96,050
75,356
158,649
797,686
(Dollars in thousands)
— % $
0.21
0.08
0.14
1.57
0.41 % $
130,715
189,643
71,990
56,048
242,963
691,359
— %
0.48
0.27
0.27
2.36
1.01 %
Demand deposits:
Non-interest bearing
Interest bearing
Savings
Money Market
Certificate accounts
Total deposits
Noninterest-bearing demand accounts increased $58.4 million, or 45.2%, in 2021 compared to 2020. We also experienced
significant increases in our interest-bearing demand, savings, and money market accounts in 2021 compared to 2020.
Certificates of deposits decreased $129.8 million, or 55.1%, in 2021 compared to 2020. The increase in total deposits over the
past year was the result of developing relationships with PPP borrowers who were not previously clients, adding new consumer
clients, and expanding relationships with existing clients, as well as reduced withdrawals, reflecting changes in customer
spending habits due to the COVID-19 pandemic.
We are a public funds depository and at December 31, 2021, we had $24.0 million in public funds compared to $44.2 million at
December 31, 2020. These funds consisted of $20.6 million in certificates of deposit, $3.4 million in money market accounts
and $3 thousand in checking accounts at December 31, 2021. These accounts must be 50% collateralized if the amount on
deposit exceeds FDIC insurance of $250 thousand. We use letters of credit from the FHLB of Des Moines as collateral for these
funds. The Company had outstanding letters of credit from the FHLB of Des Moines with a notional amount of $11.5 million
and $21.6 million at December 31, 2021 and 2020, respectively, to secure public deposits.
The following table shows rate and maturity information for our certificates of deposit at December 31, 2021 (dollars in
thousands):
Certificate accounts maturing in quarter ending:
March 31, 2022
June 30, 2022
September 30, 2022
December 31, 2022
March 31, 2023
June 30, 2023
September 30, 2023
December 31, 2023
March 31, 2024
June 30, 2024
September 30, 2024
December 31, 2024
Thereafter
Total
Percent of total
0.00-1.99% 2.00-3.99%
Total
Percent of
Total
$ 13,689
$
13,136
11,364
13,562
8,422
5,744
4,185
1,238
368
114
1,932
440
5,570
221
556
47
2,977
6,296
8,826
4,082
268
80
23
242
1,017
1,323
$ 13,909
13.2 %
13,692
11,411
16,539
14,718
14,570
8,267
1,506
448
137
2,174
1,457
6,893
13.0
10.8
15.6
13.9
13.8
7.8
1.4
0.4
0.1
2.1
1.4
6.5
$ 79,763
$ 25,959
$ 105,722
100.0 %
75.4 %
24.6 %
100.0 %
As of December 31, 2021 and 2020, approximately $190.0 million and $151.0 million, respectively, of our deposit portfolio
was uninsured. The uninsured amounts are estimates based on the methodologies and assumptions used for Sound Community
Bank’s regulatory reporting requirements. The following table sets forth the portion of our time deposits that are in excess of
the FDIC insurance limit, by remaining time until maturity, as of December 31, 2021 (dollars in thousands).
3 months or less
Over 3 through 6 months
Over 6 months through 12 months
Over 12 months
$
$
71
1,163
1,489
5,108
7,831
For additional information regarding our deposits, see “Note 9 - Deposits” in the Notes to Consolidated Financial Statements
contained in “Part II. Item 8. Financial Statements and Supplementary Data” of this report on Form 10-K.
Borrowings. Although deposits are our primary source of funds, we may utilize borrowings as a cost-effective source of funds
when they can be invested at a positive interest-rate spread, for additional capacity to fund loan demand, or to meet our asset/
liability management goals.
We are a member of and obtain advances from the FHLB of Des Moines, which is part of the Federal Home Loan Bank
System. The eleven regional FHLBs provide a central credit facility for their member institutions. These advances are provided
upon the security of certain of our mortgage loans and mortgage-backed securities. These advances may be made pursuant to
several different credit programs, each of which has its own interest rate, range of maturities and call features, and all long-term
advances are required to provide funds for residential home financing. We have entered into a loan agreement with the FHLB of
Des Moines pursuant to which Sound Community Bank may borrow up to approximately 45% of total assets, secured by a
blanket pledge on a portion of our residential mortgage portfolio, including one-to-four family loans, commercial and
multifamily real estate loans and home equity loans. Based on eligible collateral, the total amount available under this
agreement at December 31, 2021 was $101.5 million. At the same date, we had no outstanding FHLB advances. We had
outstanding letters of credit from the FHLB of Des Moines with a notional amount of $11.5 million at December 31, 2021. We
plan to rely in part on FHLB advances to fund asset and loan growth. We also use short-term advances to meet short term
liquidity needs. We are required to own stock in the FHLB of Des Moines, the amount of which varies based on the amount of
our advance activity.
From time to time, we also may borrow from the Federal Reserve Bank of San Francisco's "discount window" for overnight
liquidity needs. The Company participates in the Federal Reserve's Borrower-in-Custody program, which gives the Company
access to the discount window. The Company pledges commercial and consumer loans as collateral for its Borrower-in-
Custody line of credit. At December 31, 2021 and 2020, the Company had no outstanding borrowings and unused borrowing
capacity of $22.4 million and $23.6 million, respectively, under the Borrower-in-Custody program.
The Company completed a private placement of $12.0 million in aggregate principal of 5.25% Fixed-to-Floating Rate
Subordinated Notes (the "subordinated notes") due 2030 resulting in net proceeds, after placement fees and offering expenses,
of approximately $11.6 million during the quarter ended September 30, 2020. The subordinated notes have a stated maturity of
October 1, 2030 and bear interest at a fixed rate of 5.25% per year until October 1, 2025. From October 1, 2025 to the maturity
date or early redemption date, the interest rate will reset quarterly at a variable rate equal to the then current three-month term
secured overnight financing rate (“SOFR”), plus 513 basis points. As provided in the subordinated notes, the interest rate on the
subordinated notes during the applicable floating rate period may be determined based on a rate other than three-month term
SOFR. Prior to October 1, 2025, the Company may redeem the subordinated notes, in whole but not in part, only under certain
limited circumstances set forth in the subordinated notes. On or after October 1, 2025, the Company may redeem the
subordinated notes, in whole or in part, at its option, on any interest payment date. Any redemption by the Company would be
at a redemption price equal to 100% of the principal amount of the subordinated notes being redeemed, together with any
accrued and unpaid interest on the subordinated notes being redeemed to but excluding the date of redemption.
For additional information regarding our borrowings, see "Note 10—Borrowings, FHLB Stock and Subordinated Notes" in the
Notes to Consolidated Financial Statements contained in "Part II. Item 8. Financial Statements and Supplementary Data" of this
report on Form 10-K.
Subsidiary and Other Activities
Sound Financial Bancorp has one subsidiary, Sound Community Bank. In 2018, Sound Community Bank formed Sound
Community Insurance Agency, Inc. as a wholly owned subsidiary for purposes of selling a full range of insurance products.
Competition
We face competition in attracting deposits and originating loans. Competition in originating real estate loans comes primarily
from commercial banks, credit unions, life insurance companies, mortgage brokers and more recently financial technology (or
"FinTech") companies. Commercial banks, credit unions and finance companies, including FinTech companies, provide
vigorous competition in consumer lending. Commercial business competition is primarily from local commercial banks, but
credit unions also compete for this business. We compete by consistently delivering high-quality, personal service to our clients
which results in a high level of client satisfaction.
Our market area has a high concentration of financial institutions, many of which are branches of large money center 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 US Bank, JP Morgan Chase, Wells Fargo, Bank of America, Key Bank and others in our
market area that have greater resources than we do.
We attract our deposits through our branch offices and web site. Competition for those deposits is principally from savings
banks, commercial banks and credit unions, as well as mutual funds, FinTech companies and other alternative investments. We
compete for these deposits by offering superior service, online and mobile access and a variety of deposit accounts at
competitive rates. Based on the most recent data provided by the FDIC, there are approximately 49 other commercial banks and
savings banks operating in the Seattle MSA, which includes King, Snohomish and Pierce Counties. Based on the most recent
branch deposit data provided by the FDIC, our share of deposits in the Seattle MSA is approximately 0.20%. The five largest
financial institutions in that area have 72.5% of those deposits. In Clallam County, there are nine other commercial banks and
savings banks. Our share of deposits in Clallam County was the second highest in the county at approximately 16.72%, with the
five largest institutions in that county having 78.1% of the deposits. In Jefferson County there are six other commercial banks
and savings banks. Our share of deposits in Jefferson County is approximately 7.45%, while the five largest institutions in that
county have 84.5% of those deposits.
How We Are Regulated
The following is a brief description of certain laws and regulations which are applicable to the Company and Sound
Community Bank. The description of these laws and regulations, as well as descriptions of laws and regulations contained
elsewhere herein, does not purport to be complete and is qualified in its entirety by reference to the applicable laws and
regulations.
Legislation is introduced from time to time in the United States Congress (“Congress”) or the Washington State Legislature that
may affect the Company and Sound Community Bank’s operations. In addition, the regulations governing the Company and
Sound Community Bank may be amended from time to time by the WDFI , the FDIC, the Federal Reserve or the SEC, as
appropriate. Any such legislation or regulatory changes in the future could have an adverse effect on our operations and
financial condition. We cannot predict whether any such changes may occur.
The WDFI and FDIC have extensive enforcement authority over Sound Community Bank. The Federal Reserve and the WDFI
have the same type of authority over Sound Financial Bancorp. This enforcement authority includes, among other things, the
ability to assess civil money penalties, issue cease-and-desist orders and removal orders and initiate injunctive actions. In
general, these enforcement actions may be initiated for violations of laws and regulations and unsafe or unsound practices.
Other actions or inactions may provide the basis for enforcement action, including misleading or untimely reports filed with the
regulators.
Regulation of Sound Community Bank
General. Sound Community Bank, as a state-chartered commercial bank, is subject to applicable provisions of Washington law
and to regulations and examinations of the WDFI. As an insured institution, it also is subject to examination and regulation by
the FDIC, which insures the deposits of Sound Community Bank to the maximum permitted by law. During state or federal
regulatory examinations, the examiners may require Sound Community Bank to provide for higher general or specific loan loss
reserves, which can impact our capital and earnings. This regulation of Sound Community Bank is intended for the protection
of depositors and the Deposit Insurance Fund ("DIF") of the FDIC and not for the purpose of protecting stockholders of Sound
Community Bank or Sound Financial Bancorp. Sound Community Bank is required to maintain minimum levels of regulatory
capital and is subject to certain limitations on the payment of dividends to Sound Financial Bancorp. See “—Capital Rules” and
“—Limitations on Dividends and Other Capital Distributions.”
Regulation by the WDFI and the FDIC. State law and regulations govern Sound Community Bank’s ability to take deposits
and pay interest, to make loans on or invest in residential and other real estate, to make other loans, to invest in securities, to
offer various banking services, and to establish branch offices. As a state commercial bank, Sound Community Bank must pay
semi-annual assessments, examination costs and certain other charges to the WDFI.
Washington law generally provides the same powers for Washington commercial banks as federally and other-state chartered
savings banks with branches in Washington. Washington law allows Washington commercial 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 WDFI may approve applications by Washington commercial banks to
engage in an otherwise unauthorized activity, if it determines that the activity is closely related to banking, and Sound
Community Bank is otherwise qualified under the statute. Federal law and regulations generally limit the activities and equity
investments of Sound Community Bank to those that are permissible for national banks, unless approved by the FDIC, and
govern our relationship with our depositors and borrowers to a great extent, especially with respect to disclosure requirements.
The FDIC has adopted regulatory guidelines establishing safety and soundness standards on such matters as loan underwriting
and documentation, asset quality, earnings standards, internal controls and information systems, audit systems, interest-rate risk
exposure and compensation and other benefits. If the FDIC determines that Sound Community Bank fails to meet any standard
prescribed by these guidelines, it may require Sound Community Bank to submit an acceptable plan to achieve compliance with
the standard. Among these safety and soundness standards are FDIC regulations that require Sound Community Bank to adopt
and maintain written policies that establish appropriate limits and standards for real estate loans. These standards, which must
be consistent with safe and sound banking practices, establish loan portfolio diversification standards, prudent underwriting
standards (including loan-to-value ratio limits) that are clear and measurable, loan administration procedures, and
documentation, approval and reporting requirements. Sound Community Bank is obligated to monitor conditions in its real
estate markets to ensure that its standards continue to be appropriate for current market conditions. Sound Community Bank’s
Board of Directors is required to review and approve Sound Community Bank’s standards at least annually. The FDIC has
published guidelines for compliance with these regulations, including supervisory limitations on loan-to-value ratios for
different categories of real estate loans. Under the guidelines, the aggregate level of all loans in excess of the supervisory loan-
to-value ratios should not exceed an aggregate limit of 100% of total capital, and within the aggregate limit, the total of all loans
for commercial, agricultural, multifamily or other non-one-to-four family residential properties should not exceed 30% of total
capital.
Loans in excess of the supervisory loan-to-value ratio limitations must be identified in Sound Community Bank’s records and
reported at least quarterly to Sound Community Bank’s Board of Directors. Sound Community Bank is in compliance with the
records and reporting requirements. At December 31, 2021, Sound Community Bank’s aggregate loans in excess of the
supervisory loan-to-value ratios were $7.3 million and were within the aggregate limits set forth in the preceding paragraph.
The FDIC and the WDFI must approve any merger transaction involving Sound Community Bank as the acquirer, including an
assumption of deposits from another depository institution. The FDIC generally is authorized to approve interstate merger
transactions without regard to whether the transaction is prohibited by the law of any state. Interstate acquisitions of branches
are 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 below. The
Dodd-Frank Act permits de novo interstate branching for banks.
Insurance of Accounts. Sound Community Bank’s deposits are insured up to $250 thousand per separately insured deposit
ownership right or category by the Deposit Insurance Fund (‘DIF”) of the FDIC. As insurer, the FDIC imposes deposit
insurance premiums and is authorized to conduct examinations of, and to require reporting by, FDIC-insured institutions.
The FDIC assesses deposit insurance premiums quarterly on each FDIC-insured institution applied to its deposit base, which is
its average consolidated total assets minus its Tier 1 capital. No institution may pay a dividend if it is in default on its federal
deposit insurance assessment. Total base assessment rates currently range from 3 to 30 basis points subject to certain
adjustments. 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 conducts examinations of and requires reporting by state non-member banks, such as Sound Community Bank. 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.
Transactions with Related Parties. Sound Community Bancorp and Sound Community Bank are separate and distinct legal
entities. Sound Community Bank is an affiliate of Sound Community Bancorp and any non-bank subsidiary of Sound
Community Bancorp. Federal laws strictly limit the ability of banks to engage in certain transactions with their affiliates.
Transactions deemed to be a “covered transaction” under Section 23A of the Federal Reserve Act between a bank and an
affiliate are limited to 10% of the bank'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.
Capital Rules. Sound Community Bank and Sound Financial Bancorp are required to maintain specified levels of regulatory
capital under regulations of the FDIC and FRB, respectively. In September 2019, the regulatory agencies, including the FDIC
and FRB 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 and Company.
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 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. As required by the CARES Act, the FDIC temporarily lowered the CBLR
to 8% beginning in the second quarter of 2020 through the end of that year. Beginning in 2021, the CBLR was increased to
8.5% for that calendar year. The CBLR returned to 9% on January 1, 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.
At December 31, 2021, the Bank’s CBLR was 10.9%. Management monitors the Bank's capital levels to provide for current
and future business opportunities and to maintain Sound Community Bank’s “well-capitalized” status. At December 31, 2021,
Sound Community Bank was considered “well-capitalized” under applicable banking regulations.
See "Note 16—Capital" in Notes to Consolidated Financial Statements in "Part II. Item 8. Financial Statements and
Supplementary Data" and "Part II. Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations—Liquidity and Capital Resources" for additional regulatory capital information.
The FASB has adopted a new accounting standard for accounting principles generally accepted in the U.S. ("U.S. GAAP") that
will be effective for the Company and Bank beginning January 1, 2023. This standard, referred to as Current Expected Credit
Loss or CECL, requires FDIC-insured institutions and their holding companies (banking organizations) to recognize credit
losses expected over the life of certain financial assets. CECL covers a broader range of assets than the current method of
recognizing credit losses and generally results in earlier recognition of credit losses. 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. For a banking organization, implementation of CECL is generally likely to reduce retained earnings, and
to 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.
Community Reinvestment and Consumer Protection Laws. In connection with its lending and other activities, Sound
Community Bank is subject to a number of federal and state laws designed to protect clients and promote lending to various
sectors of the economy and population. These include, among others, the Equal Credit Opportunity Act, the Truth-in-Lending
Act, the Home Mortgage Disclosure Act, the Real Estate Settlement Procedures Act, and the Community Reinvestment Act
(“CRA”). Among other things, these laws:
•
•
•
•
•
•
•
•
require lenders to disclose credit terms in meaningful and consistent ways;
prohibit discrimination against an applicant in a credit transaction;
prohibit discrimination in housing-related lending activities;
require certain lenders to collect and report applicant and borrower data regarding home loans;
require lenders to provide borrowers with information regarding the nature and cost of real estate settlements;
prohibit certain lending practices and limit escrow account amounts with respect to real estate loan transactions;
require financial institutions to implement identity theft prevention programs and measures to protect the
confidentiality of consumer financial information; and
prescribe possible penalties for violations of the requirements of consumer protection statutes and regulations.
The Consumer Financial Protection Bureau (“CFPB”), an independent agency within the Federal Reserve, has the authority to
amend existing federal consumer protection regulations and implement new regulations, and is charged with examining the
compliance of financial institutions with assets in excess of $10 billion with these rules. Sound Community Bank’s compliance
with consumer protection rules is examined by the WDFI and the FDIC.
In addition, federal and state regulations limit the ability of banks and other financial institutions to disclose nonpublic
consumer information to non-affiliated third parties. The regulations require disclosure of privacy policies and allow consumers
to prevent certain personal information from being shared with non-affiliated parties.
The CRA requires the appropriate federal banking agency to assess the bank’s record in meeting the credit needs of the
communities served by the bank, including low- and moderate-income neighborhoods. The FDIC examines Sound Community
Bank for compliance with its CRA obligations. Under the CRA, institutions are assigned a rating of “outstanding,”
“satisfactory,” “needs to improve,” or “substantial non-compliance” and the appropriate federal banking agency is to take this
rating into account in the evaluation of certain applications of the institution, such as an application relating to a merger or the
establishment of a branch. An unsatisfactory rating may be the basis for the denial of such an application. The CRA also
requires that all institutions make public disclosures of their CRA ratings. Sound Community Bank received a “satisfactory”
rating in its most recent CRA evaluation. Under the law of the state of Washington, Sound Community Bank has a similar
obligation to meet the credit needs of the communities it serves, and is subject to examination by the WDFI for this purpose,
including assignment of a rating. An unsatisfactory rating may be the basis for denial of certain applications by the WDFI.
Sound Community Bank received a “satisfactory” rating from the WDFI in its most recent WDFI CRA evaluation.
Privacy Standards and Cybersecurity. The Gramm-Leach-Bliley Financial Services Modernization Act of 1999 modernized
the financial services industry by establishing a comprehensive framework to permit affiliations among commercial banks,
insurance companies, securities firms and other financial service providers. Federal banking agencies, including the FDIC,
have adopted guidelines for establishing information security standards and cybersecurity programs for implementing
safeguards under the supervision of the board of directors. These guidelines, along with related regulatory materials,
increasingly focus on risk management and processes related to information technology and the use of third parties in the
provision of financial services. These regulations require Sound Community Bank to disclose its privacy policy, including
informing consumers of its information sharing practices and informing consumers of their rights to opt out of certain practices.
In addition, Washington and other federal and state cybersecurity and data privacy laws and regulations may expose the Sound
Community Bank to risk and result in certain risk management costs. In addition, on November 18, 2021, the federal banking
agencies announced the adoption of a final rule providing for new notification requirements for banking organizations and their
service providers for significant cybersecurity incidents. Specifically, the new rule requires a banking organization to notify its
primary federal regulator as soon as possible, and no later than 36 hours after, the banking organization determines that a
“computer-security incident” rising to the level of a “notification incident” has occurred. Notification is required for incidents
that have materially affected or are reasonably likely to materially affect the viability of a banking organization’s operations, its
ability to deliver banking products and services, or the stability of the financial sector. Service providers are required under the
rule to notify affected banking organization customers as soon as possible when the provider determines that it has experienced
a computer-security incident that has materially affected or is reasonably likely to materially affect the banking organization’s
customers for four or more hours. Compliance with the new rule is required by May 1, 2022. Non-compliance with federal or
similar state privacy and cybersecurity laws and regulations could lead to substantial regulatory imposed fines and penalties,
damages from private causes of action and/or reputational harm.
Anti-Money Laundering and Customer Identification. The Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA Patriot Act) was signed into law on October 26, 2001.
The USA PATRIOT Act and the Bank Secrecy Act requires financial institutions to develop programs to prevent financial
institutions from being used for money laundering and terrorist activities. If such activities are detected, financial institutions
are obligated to file suspicious activity reports with the U.S. Treasury’s Office of Financial Crimes Enforcement Network.
These rules require financial institutions to establish procedures for identifying and verifying the identity of customers seeking
to open new financial accounts, and, effective in 2018, the beneficial owners of accounts. Bank regulators are directed to
consider a holding company’s effectiveness in combating money laundering when ruling on Bank Holding Company Act and
Bank Merger Act applications.
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. 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 Reserve System. The FRB requires all depository institutions to maintain reserves at specified levels against their
transaction accounts, primarily checking accounts. In response to the COVID-19 pandemic, the FRB reduced reserve
requirement ratios to zero percent effective on March 26, 2020, to support lending to households and businesses. At
December 31, 2021, Sound Community Bank was in compliance with the reserve requirements.
The Bank is authorized to borrow from the Federal Reserve Bank "discount window." An eligible institution need not exhaust
other sources of funds before going to the discount window, nor are there restrictions on the purposes for which the institution
can use primary credit. At December 31, 2021, the Bank had no outstanding borrowings from the discount window.
Federal Home Loan Bank System. Sound Community Bank is a member of one of the 11 regional FHLBs, each of which
serves as a reserve, or central bank, for its members within its assigned region and is funded primarily from proceeds derived
from the sale of consolidated obligations of the Federal Home Loan Bank System. The FHLBs make loans to members in
accordance with policies and procedures, established by the Boards of Directors of the FHLBs, which are subject to the
oversight of the Federal Housing Finance Agency. All borrowings from the FHLBs are required to be fully secured by
sufficient collateral as determined by the FHLBs. In addition, all long-term borrowings are required to provide funds for
residential home financing. Sound Community Bank had no outstanding borrowings with the FHLB of Des Moines and an
available line of credit of $11.5 million at December 31, 2021. We plan to rely in part on FHLB advances to fund asset and loan
growth. We also use short-term funding available on our line of credit with the FHLB of Des Moines.
As a member, the Bank is required to purchase and maintain stock in the FHLB of Des Moines based on the Bank's asset size
and level of borrowings from the FHLB of Des Moines. At December 31, 2021, the Bank owned $1.0 million in FHLB of Des
Moines stock, which was in compliance with this requirement. The FHLB of Des Moines pays dividends quarterly, and the
Bank received $30 thousand in dividends from the FHLB of Des Moines during the year ended December 31, 2021.
The FHLBs continue to contribute to low- and moderately-priced housing programs through direct loans or interest subsidies on
borrowings targeted for community investment and low- and moderate-income housing projects. These contributions have
adversely affected the level of dividends paid by the FHLB of Des Moines and could continue to do so in the future. These
contributions could also have an adverse effect on the value of FHLB stock in the future. A reduction in value of the Bank’s
FHLB of Des Moines stock may result in a decrease in net income and possibly capital.
Regulation of Sound Financial Bancorp
General. Sound Financial Bancorp, as the sole stockholder of Sound Community Bank, is a bank holding company registered
with the Federal Reserve. Bank holding companies are subject to comprehensive regulation by the Federal Reserve under the
Bank Holding Company Act of 1956, as amended, and the regulations promulgated thereunder. This regulation and oversight is
generally intended to ensure that Sound Financial 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 Sound Community Bank. A bank holding company must
serve as a source of financial strength to its subsidiary banks, with the ability to provide financial assistance to a subsidiary
bank in financial distress.
As a bank holding company, Sound Financial 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
and to examination by the WDFI.
A merger or acquisition of Sound Financial Bancorp, or an acquisition of control of Sound Financial Bancorp, is generally
subject to approval by the Federal Reserve and WDFI. In general, control for this purpose means 25% of voting stock, but such
approval can be required in other circumstances, including but not limited to an acquisition of as low as 5% of voting stock.
Permissible Activities. Under the Bank Holding Company Act, 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. The Bank Holding Company Act
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. A bank holding company that meets certain
supervisory and financial standards and elects to be designated as a financial holding company may also engage in certain
securities, insurance and merchant banking activities and other activities determined to be financial in nature or incidental to
financial activities. Sound Community Bank has not elected to be designated as a financial holding company.
The Federal Reserve must approve an application of a bank holding company to acquire control of, or acquire all or
substantially all of the assets of, a bank, and may approve an acquisition 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, but 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, or an application where the applicant controls or would control more than 10% of the insured deposits in the U.S. 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
Reserve also takes into consideration the CRA performance of a bank when evaluating acquisition proposals involving the
bank’s holding company.
Capital. 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.
Federal Securities Law. The stock of Sound Financial Bancorp is registered with the SEC under the Securities Exchange Act
of 1934, as amended. Sound Financial Bancorp is subject to the information, proxy solicitation, insider trading restrictions and
other requirements of the SEC under the Securities Exchange Act of 1934 (the “Exchange Act”).
Limitations on Dividends and Stock Repurchases
Sound Financial Bancorp. Sound Financial Bancorp’s ability to declare and pay dividends is subject to the Federal Reserve’s
limits and Maryland law, and may depend on its ability to receive dividends from Sound Community Bank.
A policy of the Federal Reserve 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 subject to the Small Bank
Holding Company Policy Statement, such as Sound Financial Bancorp, 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 is inappropriate
for a company experiencing serious financial problems to borrow funds to pay dividends.
Except for a company that meets the well-capitalized standard for bank holding companies, is well managed, 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 with the Federal Reserve. Regardless of its asset size, a bank holding company is
considered well-capitalized if on a consolidated basis it has a total risk-based capital ratio of at least 10.0% and a Tier 1 risk-
based capital ratio of 6.0% or more, and is not subject to an agreement, order, or directive to maintain a specific level for any
capital measure.
Under Maryland corporate law, Sound Financial 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.
Sound Community Bank. The amount of dividends payable by Sound Community Bank to Sound Financial Bancorp depends
upon Sound Community Bank’s earnings and capital position, and is limited by federal and state laws, regulations and policies.
Sound Community Bank may not declare or pay a cash dividend on its capital stock if the payment would cause its net worth to
be reduced below the amount required for its liquidation account. Dividends on Sound Community Bank’s capital stock may
not be paid in an aggregate amount greater than the aggregate retained earnings of Sound Community Bank without the
approval of the WDFI.
The amount of dividends actually paid during any one period will be strongly affected by Sound Community Bank’s policy of
maintaining a strong capital position. Federal law further provides that without prior approval, no insured depository institution
may pay a cash dividend if it would cause the institution to be less than adequately capitalized as defined in the prompt
corrective action regulations. Moreover, the FDIC has the general authority to limit the dividends paid by insured banks if such
payments are deemed to constitute an unsafe and unsound practice. In addition, dividends may not be declared or paid if Sound
Community Bank is in default in payment of any assessment due the FDIC.
COVID-19 Legislation. In response to the COVID-19 pandemic, Congress, through the enactment of the CARES Act and
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 CARES Act and CAA 2021. As the on-going COVID-19 pandemic evolves, federal and state regulatory authorities
continue to issue additional guidance with respect to COVID-19. In addition, it is possible that Congress will enact additional
COVID-19 response legislation. We will continue to assess the impact of the CARES Act, CAA 2021 and other statues,
regulations and supervisory guidance related to the COVID-19 pandemic.
Federal Taxation
General. We 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 Sound Financial Bancorp or Sound Community
Bank. Our federal income tax returns have never been audited by the Internal Revenue Service.
Method of Accounting. For federal income tax purposes, we currently report our income and expenses on the accrual method
of accounting and use a fiscal year ending on December 31 for filing our federal income tax return.
Intercompany Dividends-Received Deduction. Sound Financial Bancorp has elected to file a consolidated return with Sound
Community Bank. Therefore, any dividends Sound Financial Bancorp receives from Sound Community Bank will not be
included as income to Sound Financial Bancorp.
State Taxation
We are subject to a business and occupation tax imposed under Washington state law at the rate of 1.5% of gross receipts, as
well as personal property and sales tax. Interest received and servicing income both on loans secured by mortgages or deeds of
trust on residential properties and certain investment securities are exempt from business and occupation tax.
Employees and Human Capital
At December 31, 2021, we had a total of 125 full-time employees and 11 part-time employees. Our employees are not
represented by any collective bargaining group. Management considers its employee relations to be good.
To facilitate talent attraction and retention, we strive to make Sound Community Bank an inclusive, safe and healthy workplace,
with opportunities for our employees to grow and develop in their careers, supported by market-based compensation, benefits,
health and welfare programs. At December 31, 2021, approximately 61% of our workforce was female and 39% male, and
women held 64% of the Bank's management roles. The average tenure of employees was 4.82 years.
As part of our compensation philosophy, we offer and maintain market competitive total rewards programs for our employees
in order to attract and retain superior talent. In addition to strong base wages, additional programs include quarterly or annual
bonus opportunities, a Company-augmented Employee Stock Ownership Plan ("ESOP"), a Company-matched 401(k) Plan,
healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, family leave, family care
resources, flexible work schedules, and employee assistance programs including help with student loans and educational
opportunities.
The success of our business is fundamentally connected to the well-being of our people. Accordingly, we are committed to the
health, safety, and wellness of our employees. In support of our commitment, we expanded our gym reimbursement to include
all physical and mental wellness activities. We provide our employees and their families with access to a variety of flexible and
convenient health and welfare programs, including benefits that support their physical and mental health by providing tools and
resources to help them improve or maintain their health status; and that offer choice where possible so they can customize their
benefits to meet their needs and the needs of their families. In response to the COVID-19 pandemic, we implemented
significant operating environment changes that we determined were in the best interest of our employees, as well as the
communities in which we operate, and which comply with government regulations. This includes having the vast majority of
our back-office employees work from home, while implementing additional safety measures for employees continuing critical
on-site work. In addition, we provided frontline staff with additional compensation for their role working with the public.
A core value of our talent management approach is to both develop talent from within and supplement with external hires. This
approach has yielded loyalty and commitment in our employee base which in turn grows our business, our products, and our
customers, while adding new employees and external ideas supports a continuous improvement mindset. We believe that our
average tenure of nearly five years reflects the engagement of our employees in this talent management philosophy.
Executive Officers of Sound Financial Bancorp and Sound Community Bank
Officers are elected annually to serve for a one year term. There are no arrangements or understandings between the officers
and any other person pursuant to which he or she was or is to be selected as an officer.
Laura Lee Stewart. Ms. Stewart, age 73, is currently President, Chief Executive Officer and Interim Chief Financial Officer of
Sound Community Bank and Sound Financial Bancorp. Prior to joining Sound Community Bank as its President in 1989, when
it was a credit union, Ms. Stewart was Senior Vice President/Retail Banking at Great Western Bank. Ms. Stewart was selected
as an inaugural member of the FDIC Community Bank Advisory Board and completed her term in 2011. In 2011, Ms. Stewart
was appointed to the inaugural Consumer Financial Protection Bureau board and completed her term in 2013. She also served
as Chair of the American Bankers Association’s ("ABA") Government Relations Council and is the past Chair of the
Washington Bankers Association. The American Banker magazine honored her as one of the top 25 Women to Watch in
banking in 2011, 2015, 2016, 2017, 2018 and as one of the most powerful women in Banking in 2019, 2020 and 2021. In 2016,
Ms. Stewart was recognized as a Women of Influence by the Puget Sound Business Journal. In 2018, she was named
Community Banker of the year by American Banker. Ms. Stewart also served as Chair of the National Arthritis Foundation’s
board of directors as well as serving as the Past Chair of the board of directors of Woodland Park Zoo. In October 2019, Ms.
Stewart was elected Chair of the ABA. Her many years of service in all areas of the financial institution operations and duties as
President and Chief Executive Officer of Sound Financial Bancorp and Sound Community Bank bring a special knowledge of
the financial, economic and regulatory challenges we face, and she is well suited to educating the Board on these matters.
Heidi Sexton. Ms. Sexton, age 46, was appointed Executive Vice President and Chief Operating Officer of Sound Community
Bank during 2018. Ms. Sexton is responsible for identification and mitigation of risk through oversight of the Enterprise Risk
management and Compliance Management functions. In addition, Ms. Sexton is responsible for Information Technology,
Systems Support and Operations, Project Management and Policies and Procedures. Ms. Sexton joined Sound Community
Bank in 2007 and previously served as the Vice President of Operations managing deposit, electronic, and lending
operations. Ms. Sexton received a Bachelor's of Arts in Accounting from the University of Wisconsin-Eau Claire. She
currently holds a number of professional certifications including Certified Internal Auditor, Certified Regulatory Compliance
Manager and is a graduate of the Washington Bankers Association’s Executive Development Program. Ms. Sexton is also a
member of the CFPB Community Bank Advisory Counsel and ABA Compliance Administrative Committee. She serves on the
Board of Financial Beginnings, a non-profit that provides youth to adult financial education programs at no cost.
Wesley Ochs. Mr. Ochs, age 43, currently serves as Executive Vice President and Chief Strategy/Financial Officer at Sound
Community Bank. Mr. Ochs is responsible for developing, communicating, executing, and sustaining corporate strategic
initiatives, and in November 2020, became responsible for the Bank's economic forecasting, strategic planning and asset
liability management functions. Mr. Ochs began his career at Sound Community Bank in April 2009 as a Commercial Loan
Officer, was promoted to Senior Vice President Credit Administration Manager in 2015, and to Chief Strategy Officer in
January 2020. In August 2021, Mr. Ochs was promoted to Chief Financial Officer, in addition to his current title of Chief
Strategy Officer. Mr. Ochs received his Bachelor of Arts degree in Economics, Finance and Education from Eastern
Washington University, his Master of Business Administration degree in Accounting from the University of Phoenix and is a
graduate of the Washington Bankers Association’s Executive Development Program.
Website
We maintain a website; www.soundcb.com. The information contained on our website is not included as a part of, or
incorporated by reference into, this Annual Report on Form 10-K. Other than an investor’s own internet access charges, we
make available free of charge through its website the Annual Report on Form 10-K, quarterly reports on Form 10-Q and 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. Information pertaining to us, including SEC filings, can be found by
clicking the link on our site called "Investor Relations." For more information regarding access to these filings on our website,
please contact our Corporate Secretary, Sound Financial Bancorp, Inc., 2400 3rd Avenue, Suite 150, Seattle, Washington,
98121 or by calling (206) 448-0884.
Item 1A. Risk Factors
We assume and manage a certain degree of risk in order to conduct our business strategy. In addition to the risk factors
described below, other risks and uncertainties not specifically mentioned, or that are currently known to, or deemed to be
immaterial by management, also may materially and adversely affect our financial position, results of operations and cash
flows. Before making an investment decision, you should carefully consider the risks described below together with all of the
other information included in this Form 10-K and our other filings with the SEC. If any of the circumstances described in the
following risk factors actually occur to a significant degree, the value of our common stock could decline, and you could lose
all or part of your investment. This report is qualified in its entirety by these risk factors.
Risks Related to Our 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 COVID-19 pandemic continues to negatively impact economic and commercial activity and financial markets, both
globally and in the United States. In our market areas, stay-at-home orders, travel restrictions, and closure of non-essential
businesses and similar orders imposed across the United States to restrict the spread of COVID-19 in 2020 resulted in
significant business and operational disruptions, including business closures, supply chain disruptions, and significant layoffs
and furloughs. Although local jurisdictions have subsequently lifted stay-at-home orders and moved to the opening of
businesses, worker shortages, vaccine and testing requirements, new variants of COVID-19 and other health and safety
recommendations have impacted the ability of businesses to return to pre-pandemic levels of activity and employment. While
the overall economy has improved, disruptions to supply chains continue and significant inflation has been seen in the market.
If these effects continue for a prolonged period or result in sustained economic stress or recession, many of the risk factors
identified in our Form 10-K could be exacerbated, including the following risks of COVID-19, any of which could have a
material, adverse effect on our business, financial condition, liquidity, and results of operations of the Company:
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effects on key employees, including operational management personnel and those charged with preparing, monitoring,
and evaluating our financial reporting and internal controls;
declines in demand for loans and other banking services and products, as well as a decline in the credit quality of our
loan portfolio, owing to the effects of COVID-19 in the markets we serve;
if the economy is unable to remain open in an efficient manner, loan delinquencies, problem assets, and foreclosures
may increase, resulting in increased charges and reduced income;
collateral for loans, especially real estate, may decline in value, which could cause loan losses to increase;
allowance for loan losses may increase if borrowers experience financial difficulties, which will adversely affect net
income;
the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments;
as long as the Federal Reserve Board’s target federal funds rate remains near 0%, the yield on assets may decline to a
greater extent than the decline in cost of interest-bearing liabilities, reducing net interest margin and spread and
reducing net income;
higher operating costs, increased cybersecurity risks and potential loss of productivity as the result of an increase in the
number of employees working remotely;
increasing or protracted volatility in the price of the Company’s common stock, which aremay also impair our
goodwill; and
risks to capital markets that may impact the performance of our investment securities portfolio, as well as limit our
access to capital markets and other funding sources.
Because there have been no comparable recent global pandemics that resulted in similar global impact, we do not yet know the
full extent of COVID-19’s effects on our business, operations, or the global economy as a whole. Any future development will
be highly uncertain and cannot be predicted, including the scope and duration of the pandemic, possible future virus variants,
the effectiveness of our work-from-home arrangements, third party providers’ ability to support our operations, and any actions
taken by governmental authorities and other third parties in response to the pandemic. The uncertain future development of this
crisis could materially and adversely affect our business, operations, operating results, financial condition, liquidity or capital
levels.
A worsening of economic conditions in our market area could reduce demand for our products and services and result in
increases in our level of nonperforming loans, which could adversely affect our operations, financial condition and
earnings.
Substantially all our loans are to businesses and individuals in the state of Washington. Accordingly, local economic conditions
have a significant impact on the ability of our borrowers to repay loans and the value of the collateral securing loans. Further, as
a result of a high concentration of our customer base in the Puget Sound area and eastern Washington state regions, the
deterioration of businesses in these areas, or one or more businesses with a large employee base in these areas, could have a
material adverse effect on our business, financial condition, liquidity, results of operations and prospects. 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.
A deterioration in economic conditions in the markets we serve, in particular the Puget Sound area of Washington State, could
result in the following consequences, any of which could have a material adverse effect on our business, financial condition,
liquidity and results of operations:
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demand for our products and services may decline;
loan delinquencies, problem assets and foreclosures may increase;
we may increase our allowance for loan losses;
collateral for loans, especially real estate, may decline in value, thereby reducing customers’ future borrowing power,
and reducing the value of assets and collateral associated with existing loans;
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.
Moreover, a significant decline in general local, regional or national economic conditions caused by inflation, recession, severe
weather, natural disasters, widespread disease or pandemics, acts of terrorism, an outbreak of hostilities or other international or
domestic calamities, unemployment or other factors beyond our control could further impact these local economic conditions
and could further negatively affect the financial results of our banking operations. Such events could affect the stability of our
deposit base, impair the ability of borrowers to repay outstanding loans and leases, impair the value of collateral securing loans,
cause significant property damage, result in loss of revenue or cause us to incur additional expenses.
Risks Related to Our Lending
Our loan portfolio includes loans with a higher risk of loss.
Our origination of commercial and multifamily real estate, construction and land, consumer and commercial business loans,
typically present different risks to us than our one-to-four family residential loans for a number of reasons, including as follows:
• Construction and Land Loans. This type of lending is subject to the inherent difficulties in estimating both a
property’s value at completion of a project and the estimated cost (including interest) of the project. The uncertainties
inherent in estimating construction costs, as well as the market value of a completed project and the effects of
governmental regulation on real property, make it difficult to evaluate accurately the total funds required to complete a
project and the completed project's loan-to-value ratio. We may be required to advance funds beyond the amount
originally committed to ensure completion of the project if our estimate of the value of construction cost proves to be
inaccurate. We may have inadequate security for the repayment of the loan upon completion of construction of the
project and may incur a loss if our appraisal of the value of a completed project proves to be overstated. Disagreements
between borrowers and builders and the failure of builders to pay subcontractors may also jeopardize projects. 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
some 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. 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 managing our 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. Loans on land under development or held for future construction also 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 or obtain permanent take-out financing, rather than the ability of the borrower or guarantor to
independently repay principal and interest.
Construction loans made by us include those with a sales contract or permanent loan in place for the finished homes and
those for which purchasers for the finished homes may not be identified either during or following the construction
period, known as speculative construction loans. Speculative construction loans to a builder pose a greater potential risk
to us than construction loans to individuals on their personal residences. We attempt to mitigate this risk by actively
monitoring the number of unsold homes in our construction loan portfolio and local housing markets to attempt to
maintain an appropriate balance between home sales and new loan originations. In addition, the maximum number of
speculative construction loans (loans that are not pre-sold) approved for each builder is based on a combination of
factors, including the financial capacity of the builder, the market demand for the finished product and the ratio of sold
to unsold inventory the builder maintains. We have also attempted to diversify the risk associated with speculative
construction lending by doing business with a large number of small and mid-sized builders spread over a relatively
large geographic region representing numerous sub-markets within our service area.
• Commercial and Multifamily Real Estate Loans. These loans typically involve higher principal amounts than other
types of loans and some of our commercial borrowers 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 compared to an adverse development with respect to a one-to-four family residential mortgage loan. Repayment of
these loans is dependent upon income being generated from the property securing the loan in amounts sufficient to
cover operating expenses and debt service, which may be adversely affected by changes in the economy or local market
conditions. In addition, many of our commercial and multifamily real estate loans are not fully amortizing and contain
large balloon payments upon maturity. Such 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. If we
foreclose on a commercial or multifamily real estate loan, our holding period for the collateral typically is longer than
for one-to-four family residential loans because there are fewer potential purchasers of the collateral.
In recent years, commercial real estate markets have been experiencing substantial growth, and increased competitive
pressures have contributed significantly to historically low capitalization rates and rising property values. Furthermore,
commercial real estate markets have been particularly impacted by the economic disruption resulting from the
COVID-19 pandemic. The COVID-19 pandemic has also been a catalyst for the evolution of various remote work
options which could impact the long-term performance of some types of properties within our commercial real estate
portfolio. Accordingly, the federal banking regulatory agencies have expressed concerns about weaknesses in the
current commercial real estate market. Failures in our risk management policies, procedures and controls could
adversely affect our ability to manage this portfolio going forward and could result in an increased rate of delinquencies
in, and increased losses from, this portfolio, which, accordingly, could have a material adverse effect on our business,
financial condition and results of operations.
• Commercial Business Loans. Our commercial business loans are primarily made based on the cash flow of the
borrower and secondarily on the underlying collateral provided by the borrower. A borrower's cash flow may prove to
be unpredictable, and collateral securing these loans may fluctuate in value. Most often, this collateral includes accounts
receivable, inventory, equipment or real estate. 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 loans may depreciate over time, may be difficult to appraise, may be
illiquid and may fluctuate in value based on the success of the business.
• Consumer Loans. Generally, we consider these loans to involve a different degree of risk compared to first mortgage
loans on one-to-four family residential properties. As a result of our large portfolio of these loans, it may become
necessary to increase the level of our provision for loan losses, which could decrease our 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 floating homes, manufactured homes, automobiles and 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. Manufactured homes are a riskier form of collateral, though this risk is
reduced if the owner also owns the land on which the home is located, because they are costly and difficult to relocate
when repossessed, and difficult to sell due to the diminishing number of manufactured home parks in the Puget Sound
area. Additionally, a good portion of our manufactured home loan borrowers are first-time home buyers, who tend to be
a higher credit risk than first-time home buyers of single family residences, due to more limited financial resources. As
a result, these loans tend to have a higher probability of default, higher delinquency rates and greater servicing costs
than other types of consumer loans. Our floating home, houseboat and house barge loans are typically located on
cooperative or condominium moorages. The primary risk in floating home loans is the unique nature of the collateral
and the challenges of relocating such collateral to a location other than where such housing is permitted. The process for
securing the deed and/or the condominium or cooperative dock is also unique compared to other types of lending we
participate in. As a result, these loans may have higher collateral recovery costs than for one-to-four family mortgage
loans and other types of consumer loans.
Our business may be adversely affected by credit risk associated with residential property and declining property values.
Our first-lien one-to-four family real estate loans are primarily made based on the repayment ability of the borrower and the
collateral securing these loans. Home equity lines of credit generally entail greater risk than do one-to-four family residential
mortgage loans where we are in the first-lien position. For those home equity lines secured by a second mortgage, it is less
likely that we will be successful in recovering all of our loan proceeds in the event of default. Our foreclosure on these loans
requires that the value of the property be sufficient to cover the repayment of the first mortgage loan, as well as the costs
associated with foreclosure.
This type of lending is 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 downturn in the economy or the
housing market in our market areas or a rapid increase in interest rates may reduce the value of the real estate collateral securing
these types of loans and increase the risk that we would incur losses if borrowers default on their loans. Residential loans with
high combined loan-to-value ratios generally will be more sensitive to declining property values than those with lower
combined loan-to-value ratios and therefore may experience a higher incidence of default and severity of losses. In addition, if
the borrowers sell their homes, the borrowers may be unable to repay their loans in full from the sale proceeds. As a result,
these loans may experience higher rates of delinquencies, defaults and losses, which will in turn adversely affect our financial
condition and results of operations. A majority of our residential loans are “non-conforming” because they are adjustable-rate
mortgages which contain interest rate floors or do not satisfy credit or other requirements due to personal and financial reasons
(i.e., divorce, bankruptcy, length of time employed, etc.), conforming loan limits (i.e., jumbo mortgages), and other
requirements imposed by secondary market purchasers. Some of these borrowers have higher debt-to-income ratios, or the
loans are secured by unique properties in rural markets for which there are no sales of comparable properties to support the
value according to secondary market requirements. We may require additional collateral or lower loan-to-value ratios to reduce
the risk of these loans. We believe that these loans satisfy a need in our local market areas. As a result, subject to market
conditions, we intend to continue to originate these types of loans.
Our allowance for loan losses may prove inadequate or we may be negatively affected by credit risk exposures. Future
additions to our allowance for loan losses, as well as charge-offs in excess of reserves, will reduce our earnings.
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
incurred losses inherent in the loan portfolio. Management's estimate is based on our continuing evaluation of specific credit
risks and loan loss experience, current loan portfolio quality, present economic, political and regulatory conditions, industry
concentrations and other factors that may indicate future loan losses. The determination of the appropriate level of the
allowance for loan losses inherently involves a high degree of subjectivity and judgment and requires us to make estimates of
current credit risks and future trends, all of which may undergo material changes. There is no certainty that the allowance for
loan losses will be adequate over time to cover credit losses in the loan portfolio because of unanticipated adverse changes in
the economy, market conditions or events adversely affecting specific customers, industries or markets. If the credit quality of
our loan portfolio materially decreases, if the risk profile of a market, industry or group of customers changes materially, or if
the allowance for loan losses is not adequate, our business, financial condition, liquidity, capital, and results of operations could
be materially adversely affected.
Risks Related to Market and Interest Rate Changes
Fluctuating interest rates can adversely affect our profitability.
Net income is the amount by which net interest income and noninterest income exceed noninterest expense, the provision for
loan losses and taxes. Net interest income makes up a majority of our net income and is based on the difference between the
interest income we earn on interest-earning assets, such as loans and securities, and the interest expense we pay on interest-
bearing liabilities, such as deposits and borrowings.
The yields we earn on our assets and the rates we pay on our liabilities are generally fixed for a contractual period of time. Like
many financial institutions, our liabilities generally have shorter contractual maturities than our assets. This imbalance can
create significant earnings volatility because market interest rates change over time. In addition, changes in interest rates can
affect the average life of loans and mortgage-backed and related securities. In a period of rising interest rates, the interest
income we earn on our assets may not increase as rapidly as the interest we pay on our liabilities. A decline in interest rates
results in increased prepayments of loans and mortgage-backed and related securities as borrowers refinance their debt to
reduce their borrowing costs. This creates reinvestment risk, which is the risk that we may not be able to reinvest prepayments
at rates that are comparable to the rates we earned on the prepaid loans or securities. Furthermore, an inverted interest rate yield
curve, where short-term interest rates (which are usually the rates at which financial institutions borrow funds) are higher than
long-term interest rates (which are usually the rates at which financial institutions lend funds for fixed-rate loans) can reduce a
financial institution’s net interest margin and create financial risk for financial institutions that originate longer-term, fixed-rate
mortgage loans. At December 31, 2021, 52.2% of our loan portfolio consisted of fixed-rate loans.
Any substantial prolonged change in market interest rates could have a material adverse effect on our financial condition,
liquidity and results of operations.
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%. However,
the FOMC has recently indicated it expects to increase rates starting in 2022, by implementing three one quarter point increases.
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. Changes in the level of interest rates also
may negatively affect the value of our assets and liabilities and ultimately affect our earnings.
Changes in the valuation of our securities portfolio could hurt our profits and reduce our capital levels.
Our securities portfolio may be impacted by fluctuations in market value, potentially reducing accumulated other
comprehensive income and/or earnings. Fluctuations in market value may be caused by changes in market interest rates, lower
market prices for securities and limited investor demand. Management evaluates securities for OTTI on a quarterly basis, with
more frequent evaluation for selected issues. In analyzing a debt issuer’s financial condition, management considers whether
the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred
and industry analysts’ reports. Changes in interest rates can also have an adverse effect on our financial condition, as our
available-for-sale securities are reported at their estimated fair value, and therefore are impacted by fluctuations in interest rates.
We increase or decrease our stockholders’ equity by the amount of change in the estimated fair value of the available-for-sale
securities, net of taxes. Declines in market value could result in OTTI losses on these assets, which would lead to accounting
charges that could have a material adverse effect on our net income and capital levels. At December 31, 2021, we have no
securities that are deemed impaired.
An increase in interest rates, change in the programs offered by Fannie Mae or our ability to qualify for its programs may
reduce our mortgage revenues, which would negatively impact our noninterest income.
The sale of residential mortgage loans to Fannie Mae provides a significant portion of our non-interest income. Any future
changes in its program, our eligibility to participate in such program, the criteria for loans to be accepted or laws that
significantly affect the activity of Fannie Mae could, in turn, materially adversely affect our results of operations if we could not
find other purchasers. 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, the demand for mortgage loans, particularly refinancing of existing mortgage loans, tends to fall and our
originations of mortgage loans may decrease, resulting in fewer loans that are available to be sold. This would result in a
decrease in mortgage revenues and a corresponding decrease in noninterest income. In addition, our results of operations are
affected by the amount of noninterest expense associated with our loan sale 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 to Fannie Mae or into the secondary market without recourse,
we are required to give customary representations and warranties about the loans we sell. If we breach those representations and
warranties, we may be required to repurchase the loans and we may incur a loss on the repurchase.
We may incur losses in the fair value of our mortgage servicing rights due to changes in prepayment rates.
Our mortgage servicing rights carry interest-rate risk because the total amount of servicing fees earned, as well as changes in
fair market value, fluctuate based on expected loan prepayments (affecting the expected average life of a portfolio of residential
mortgage servicing rights). The rate of prepayment of residential mortgage loans may be influenced by changing national and
regional economic trends, such as recessions or stagnating real estate markets, as well as the difference between interest rates on
existing residential mortgage loans relative to prevailing residential mortgage rates. During periods of declining interest rates,
many residential borrowers refinance their mortgage loans. Changes in prepayment rates are therefore difficult for us to predict.
The loan administration fee income (related to the residential mortgage loan servicing rights corresponding to a mortgage loan)
decreases as mortgage loans are prepaid. Consequently, in the event of an increase in prepayment rates, we would expect the
fair value of portfolios of residential mortgage loan servicing rights to decrease along with the amount of loan administration
income received.
Risks Related to Cybersecurity, Data and Fraud
A failure in or breach of our security systems or infrastructure, including breaches resulting from cyber-attacks, could
disrupt our businesses, result in the disclosure or misuse of confidential or proprietary information, damage our reputation,
increase our costs and cause losses.
Information security risks for financial institutions have increased in recent years in part because of the proliferation of new
technologies, the use of the Internet and telecommunications technologies to conduct financial transactions, and the increased
sophistication and activities of organized crime, hackers, terrorists, activists, and other external parties. Those parties also may
attempt to fraudulently induce employees, customers, or other users of our systems to disclose confidential information in order
to gain access to our data or that of our customers. Our operations rely on the secure processing, transmission and storage of
confidential information in our computer systems and networks, either managed directly by us or through our data processing
vendors. In addition, to access our products and services, our customers may use personal computers, smartphones, tablet PCs,
and other mobile devices that are beyond our control systems. Although we believe we have robust information security
procedures and controls, we rely heavily on our third party vendors, technologies, systems, networks and our customers' devices
all of which may become the target of cyber-attacks, computer viruses, malicious code, unauthorized access, hackers or
information security breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss, theft or
destruction of our confidential, proprietary and other information or that of our customers, or disrupt our operations or those of
our customers or third parties.
To date, we have not incurred any material losses relating to cyber-attacks or other information security breaches, but there can
be no assurance that we will not suffer such attacks, breaches and losses in the future. Our risk and exposure to these matters
remains heightened because of, among other things, the evolving nature of these threats and our plans to continue to evolve our
internet banking and mobile banking channel. As a result, the continued development and enhancement of our information
security controls, processes and practices designed to protect customer information, our systems, computers, software, data and
networks from attack, damage or unauthorized access remain a priority for our management. As cyber threats continue to
evolve, we may be required to expend significant additional resources to insure, modify or enhance our protective measures or
to investigate and remediate important information security vulnerabilities or exposures; however, our measures may be
insufficient to prevent all physical and electronic break-ins, denial of service and other cyber-attacks or security breaches.
Disruptions or failures in the physical infrastructure or operating systems that support our businesses 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 customer attrition, uninsured financial losses, the inability of our customers to transact business with us,
employee productivity losses, technology replacement costs, incident response costs, violations of applicable privacy and other
laws, regulatory fines, penalties or intervention, additional regulatory scrutiny, reputational damage, litigation, reimbursement
or other compensation costs, and/or additional compliance costs, any of which could materially and adversely affect our results
of operations or financial condition.
The failure to protect our customers' confidential information and privacy could adversely affect our business.
We are subject to federal and state privacy regulations and confidentiality obligations that, among other things restrict the use
and dissemination of, and access to, certain information that we produce, store or maintain in the course of our business. We
also have contractual obligations to protect certain confidential information we obtain from our existing vendors and customers.
These obligations generally include protecting such confidential information in the same manner and to the same extent as we
protect our own confidential information, and in some instances may impose indemnity obligations on us relating to unlawful or
unauthorized disclosure of any such information.
If we do not properly comply with privacy regulations and contractual obligations that require us to protect confidential
information, or if we experience a security breach or network compromise, we could experience adverse consequences,
including regulatory sanctions, penalties or fines, increased compliance costs, remedial costs such as providing credit
monitoring or other services to affected customers, litigation and damage to our reputation, which in turn could result in
decreased revenues and loss of customers, all of which would have a material adverse effect on our business, financial
condition and results of operations.
Our operations rely on certain external vendors.
We rely on certain external vendors to provide products and services necessary to maintain our day-to-day operations. These
third-party vendors are sources of operational and informational security risks to us, including risks associated with operational
errors, information system failures, interruptions or breaches and unauthorized disclosures of sensitive or confidential client or
customer information. If these vendors encounter any of these issues, or if we have difficulty communicating with them, we
could be exposed to disruption of operations, loss of service or connectivity to customers, reputational damage, and litigation
risk that could have a material adverse effect on our business and, in turn, our financial condition and results of operations.
We continually encounter technological change, and we may have fewer resources than many of our competitors to invest in
technological improvements.
The financial services industry is undergoing rapid technological changes with frequent introductions of new technology-driven
products and services. The effective use of technology increases efficiency and enables financial institutions to better serve
customers and to reduce costs. Our future success will depend, in part, upon our ability to address the needs of our clients by
using technology to provide products and services that will satisfy client demands for convenience, as well as to create
additional efficiencies in our operations. Many national vendors provide turn-key services to community banks, such as internet
banking and remote deposit capture that allow smaller banks to compete with institutions that have substantially greater
resources to invest in technological improvements. We may not be able, however, to effectively implement new technology-
driven products and services or be successful in marketing these products and services to our customers.
Our business may be adversely affected by an increasing prevalence of fraud and other financial crimes.
As a bank, we are susceptible to fraudulent activity that may be committed against us or our customers, which may result in
financial losses or increased costs to us or our customers, disclosure or misuse of our information or our customer’s
information, misappropriation of assets, privacy breaches against our customers, litigation or damage to our reputation. Such
fraudulent activity may take many forms, including check fraud, electronic fraud, wire fraud, phishing, social engineering and
other dishonest acts. Nationally, reported incidents of fraud and other financial crimes have increased. We have also
experienced losses due to apparent fraud and other financial crimes. While we have policies and procedures designed to prevent
such losses, there can be no assurance that such losses will not occur.
Regulatory and Accounting-Related Risks
We operate in a highly regulated environment and may be adversely affected by changes in federal and state laws and
regulations that could increase our costs of operations.
The banking industry is extensively regulated. Federal banking regulations are designed primarily to protect the deposit
insurance funds and consumers, not to benefit a company's shareholders. These regulations may sometimes impose significant
limitations on our operations. These regulations, along with the currently existing tax, accounting, securities, insurance, and
monetary laws, regulations, rules, standards, policies and interpretations control the methods by which financial institutions
conduct business, implement strategic initiatives and tax compliance, and govern financial reporting and disclosures. These
laws, regulations, rules, standards, policies, and interpretations are constantly evolving and may change significantly over time.
Any new regulations or legislation, change in existing regulation or oversight, whether a change in regulatory policy or a
change in a regulator's interpretation of a law or regulation, could have a material impact on our operations, increase our costs
of regulatory compliance and of doing business and adversely affect our profitability. In this regard, the U.S. Department of the
Treasury's Financial Crimes Enforcement Network ("FinCEN"), published guidelines in 2014 for financial institutions servicing
cannabis businesses that are legal under state law. These guidelines generally allow us to work with cannabis-related businesses
that are operating in accordance with state laws and regulations, so long as we comply with required regulatory oversight of
their accounts with us. In addition, legislation is currently pending in Congress that would allow banks and financial institutions
to serve cannabis businesses in states where it is legal without any risk of federal prosecution. At December 31, 2021,
approximately 2.9% of our total deposits and a portion of our service charges from deposits are from legal cannabis-related
businesses. Similarly, accounting changes which have been approved for future implementation include requirements that we
calculate the allowance for loan and lease losses on the basis of the current expected credit losses over the lifetime of our loans,
referred to as the CECL model, which is expected to be applicable to us, as a smaller reporting company, beginning in 2023.
CECL adoption will have broad impact on our financial statements, which will affect key profitability and solvency measures,
including, but not limited to higher loan loss reserve levels and related deferred tax assets. Increased reserve levels also may
lead to a reduction in capital levels. Any such changes could have a material adverse effect on our business, financial condition
and results of operations.
Any adverse change in this FinCEN guidance, any new regulations or legislation, any change in existing regulations or
oversight, whether a change in regulatory policy or a change in a regulator's interpretation of a law or regulation, could have a
negative impact on our non-interest income, as well as the cost of our operations, increasing our cost of regulatory compliance
and of doing business and/or otherwise affect us, which may materially affect our profitability. Our failure to comply with laws,
regulations or policies could result in civil or criminal sanctions and money penalties by state and federal agencies, and/or
reputation damage, which could have a material adverse effect on our business, financial condition and results of operations.
See “Part I, Item 1. Business - How We Are Regulated” in this Form 10-K for more information about the regulations to which
we are subject.
Our accounting policies and methods are fundamental to how we report our financial condition and results of operations,
and we use estimates in determining the fair value of certain of our assets, which estimates may prove to be imprecise and
result in significant changes in valuation.
A portion of our assets are carried on the balance sheet at fair value, including investment securities available for sale, mortgage
servicing rights related to single-family loans, and single-family loans held for sale. Generally, for assets that are reported at fair
value, we use quoted market prices or valuation models that use observable market data inputs to estimate their fair value. In
certain cases, observable market prices and data may not be readily available, or their availability may be diminished due to
market conditions. We use financial models to value certain of these assets. These models are complex and use asset-specific
collateral data and market inputs for interest rates. Although we have processes and procedures in place governing valuation
models and their review, such assumptions are complex, as we must make judgments about the effect of matters that are
inherently uncertain. Different assumptions could result in significant changes in valuation, which in turn could affect earnings
or result in significant changes in the dollar amount of assets reported on the balance sheet.
Risks Related to our Business and Industry Generally
We will be required to transition from the use of the London Interbank Offered Rate (“LIBOR”) in the future.
We have certain FHLB advances, brokered deposits, loans and investment securities indexed to LIBOR to calculate the loan
interest rate. The continued availability of the LIBOR index is not guaranteed after 2023. 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). The language in our LIBOR-based contracts and financial instruments has developed over time and
may have various events that trigger when a successor rate to the designated rate would be selected. If a trigger is satisfied,
contracts and financial instruments may give the calculation agent discretion over the substitute index or indices for the
calculation of interest rates to be selected. The implementation of a substitute index or indices for the calculation of interest
rates under our loan agreements with our borrowers may result in our incurring significant expenses in effecting the transition,
may result in reduced loan balances if borrowers do not accept the substitute index or indices, and may result in disputes or
litigation with customers over the appropriateness or comparability to LIBOR of the substitute index or 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 to our business. We require sufficient liquidity to meet customer loan requests,
customer deposit maturities and withdrawals, payments on our debt obligations as they come due and other cash commitments
under both normal operating conditions and other unpredictable circumstances, including events causing industry or general
financial market stress. An inability to raise funds through deposits, borrowings, the sale of loans or investment securities and
other sources could have a substantial negative effect on our liquidity. We rely on customer deposits and at times, borrowings
from the FHLB of Des Moines and the Federal Reserve and certain other wholesale funding sources to fund our operations.
Deposit flows and the prepayment of loans and mortgage-related securities are strongly influenced by such external factors as
the direction of interest rates, whether actual or perceived, and the competition for deposits and loans in the markets we serve.
Further, changes to the FHLB of Des Moines's underwriting guidelines for wholesale borrowings or lending policies may limit
or restrict our ability to borrow, and could therefore have a significant adverse impact on our liquidity. Although we have
historically been able to replace maturing deposits and borrowings if desired, we may not be able to replace such funds in the
future if, among other things, our financial condition, the financial condition of the FHLB of Des Moines, or market conditions
change. Our access to funding sources in amounts adequate to finance our activities or on terms which are acceptable could be
impaired by factors that affect us specifically or the financial services industry or economy in general, such as a disruption in
the financial markets or negative views and expectations about the prospects for the financial services industry or deterioration
in credit markets. Additional factors that could detrimentally impact our access to liquidity sources include a decrease in the
level of our business activity as a result of a downturn in the markets in which our deposits and loans are concentrated, negative
operating results, or adverse regulatory action against us. Any decline in available funding in amounts adequate to finance our
activities or on terms which are acceptable could adversely impact our ability to originate loans, invest in securities, meet our
expenses, or fulfill obligations such as repaying our borrowings or meeting deposit withdrawal demands, any of which could, in
turn, have a material adverse effect on our business, financial condition and results of operations.
Societal responses to climate change could adversely affect our business and performance, including indirectly through
impacts on our customers.
Concerns over the long-term impacts of climate change have led and will continue to lead to governmental efforts around the
world to mitigate those impacts. Consumers and businesses also may change their behavior on their own as a result of these
concerns. We and our customers will need to respond to new laws and regulations, as well as consumer and business
preferences resulting from climate change concerns. We and our customers may face cost increases, asset-value reductions and
operating process changes. The impact on our customers will likely vary depending on their specific attributes, including
reliance on or role in carbon intensive activities. Among the impacts to us could be a drop in demand for our products and
services, particularly in certain sectors. In addition, we could face reductions in creditworthiness on the part of some customers
or in the value of assets securing loans. Our efforts to take these risks into account in making lending and other decisions,
including by increasing our business with climate-friendly companies, may not be effective in protecting us from the negative
impact of new laws and regulations or changes in consumer or business behavior.
If our enterprise risk management framework is not effective at mitigating risk and loss to us, we could suffer unexpected
losses and our results of operations could be materially adversely affected.
We maintain an enterprise risk management program that is designed to identify, quantify, monitor, report, and control the risks
that we face. These risks include interest-rate, credit, liquidity, operations, reputation, compliance and litigation. We also
maintain a compliance program to identify, measure, assess, and report on our adherence to applicable laws, policies and
procedures. While we assess and improve these programs on an ongoing basis, there can be no assurance that our risk
management or compliance programs, along with other related controls, will effectively mitigate all risk and limit losses in our
business. As with any risk management framework, there are inherent limitations to our risk management strategies as there
may exist, or develop in the future, risks that we have not appropriately anticipated or identified. If our risk management
framework proves ineffective, we could suffer unexpected losses and our business, financial condition and results of operations
could be materially adversely affected.
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 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.
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 to support our growth or replenish future losses. Our ability to raise additional
capital, if needed, will depend on conditions in the capital markets at that time, which are outside our control, and on our
financial condition and performance. Accordingly, we cannot make assurances that we will be able to raise additional capital if
needed on terms that are acceptable to us, or at all. If we cannot raise additional capital 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.
As a community bank, maintaining our reputation in our market area is critical to the success of our business, and the
failure to do so may materially adversely affect our performance.
We are a community bank and our reputation is one of the most valuable components of our business. A key component of our
business strategy is to rely on our reputation for customer service and knowledge of local markets to expand our presence by
capturing new business opportunities from existing and prospective customers in our current market and contiguous areas. As
such, we strive to conduct our business in a manner that enhances our reputation. This is done, in part, by recruiting, hiring and
retaining employees who share our core values of being an integral part of the communities we serve, delivering superior
service to our customers and caring about our customers and associates. We provide many different financial products and rely
on the ability of our employees and systems to process a significant number of transactions. If our reputation is negatively
affected by the actions of our employees, by our inability to conduct our operations in a manner that is appealing to current or
prospective customers, or otherwise, our business and, therefore, our operating results may be materially adversely affected.
The Company may not attract and retain skilled employees.
The Company's success depends, in large part, on its ability to attract and retain key people. Competition for the best people can
be intense, and the Company spends considerable time and resources attracting and hiring qualified people for its operations.
The unexpected loss of the services of one or more of the Company's key personnel could have a material adverse impact on the
Company's business because of their skills, knowledge of the Company's market, and years of industry experience, as well as
the difficulty of promptly finding qualified replacement personnel.
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. Under certain
circumstances, capital distributions from the Bank to the Company may be subject to regulatory approvals. In the event, the
Bank is unable to pay dividends to the Company, the Company may not be able to pay 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, 2021, Sound Financial Bancorp
had $4.2 million in unrestricted cash to support dividend and debt payments. See "Part I. Item 1. Business—How We Are
Regulated—Regulation of Sound Community Bank—Capital Rules” and “—Regulation of Sound Financial Bancorp—
Limitations on Dividends and Stock Repurchases" for additional information.
Item 1B. Unresolved Staff Comments
Not applicable.
Item 2.
Properties
Six of our nine offices are leased. The operating leases contain renewal options and require us to pay property taxes and
operating expenses for the properties. Our total rental expense for each of the years ended December 31, 2021 and 2020 was
$1.1 million and $1.2 million, respectively. The aggregate net book value of our land, buildings, leasehold improvements,
furniture and equipment was $5.8 million at December 31, 2021. See also "Note 7—Premises and Equipment" in the Notes to
Consolidated Financial Statements contained in "Part II. Item 8. Financial Statements and Supplementary Data" of this report
on Form 10-K. In the opinion of management, the facilities are adequate and suitable for our current needs. We may open
additional banking offices to better serve current clients and to attract new clients in subsequent years.
We maintain depositor and borrower client data on in-house servers, in the cloud and within a service bureau environment,
utilizing a telecommunications network, portions of which are leased. Management has a disaster recovery plan in place with
respect to the data processing system, as well as our operations as a whole.
Item 3. Legal Proceedings
We are involved as plaintiff or defendant, from time to time, in various legal actions arising in the normal course of business.
We do not anticipate incurring any material legal fees or other material liability as a result of such litigation.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
The common stock of Sound Financial Bancorp is listed on The NASDAQ Capital Market under the symbol "SFBC." There
were approximately 267 stockholders of record of our common stock at March 10, 2022.
Our cash dividend payout policy is reviewed regularly 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, our 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 Sound Community Bank, which are restricted by federal
regulations.
Equity Compensation Plan Information
The equity compensation plan information presented in "Part III. Item 12. Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters" of this Form 10-K is incorporated herein by reference.
Issuer Purchases of Equity Securities
On October 27, 2021, the Company announced that its Board of Directors authorized a new stock repurchase program effective
on October 29, 2021, immediately following the expiration of the Company's prior stock repurchase program on October 28,
2021. Under the new repurchase program, the Company may repurchase its outstanding shares in the open market in an amount
up to $2.0 million, based on prevailing market prices, or in privately negotiated transactions, over a period beginning on
October 29, 2021, continuing until the earlier of the completion of the repurchase or the next six months, depending upon
market conditions. The Company’s Board of Directors also authorized management to enter into a trading plan with a registered
broker-dealer in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended, to facilitate repurchases of
its common stock pursuant to the above-mentioned stock repurchase program.
The following table sets forth information with respect to our repurchases of our outstanding common shares during the three
months ended December 31, 2021:
October 1, 2021 - October 31, 2021
November 1, 2021 - November 30, 2021
December 1, 2021 - December 31, 2021
Total
Total Number
of Shares
Purchased
Average Price
Paid per Share
— $
1,969
932
2,901 $
—
42.45
41.96
42.29
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
Approximated Dollar
Value of Shares That
May Yet Be Purchased
Under the Plans or
Programs (1)
— $
1,969
932
2,901 $
2,000,000
1,916,291
1,877,133
1,877,133
(1) The Company may repurchase shares of its common stock from time-to-time in open market transactions. The timing, volume and
price of purchases are made at our discretion, and are contingent upon our overall financial condition, as well as general market
conditions.
Item 6.
[Reserved]
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 "Part II. Item 8. Financial Statements
and Supplementary Data" 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
Our principal business consists of attracting retail and commercial deposits from the general public and investing those funds,
along with borrowed funds, in loans secured by first and second mortgages on one-to-four family residences (including home
equity loans and lines of credit), commercial and multifamily real estate, construction and land, and consumer and commercial
business loans. Our commercial business loans include unsecured lines of credit and secured term loans and lines of credit
secured by inventory, equipment and accounts receivable. We also offer a variety of secured and unsecured consumer loan
products, including manufactured home loans, floating home loans, automobile loans, boat loans and recreational vehicle
loans. As part of our business, we focus on residential mortgage loan originations, a portion of which we sell to Fannie Mae and
other investors and the remainder of which we retain for our loan portfolio consistent with our asset/liability objectives. We sell
loans which conform to the underwriting standards of Fannie Mae (“conforming”) in which we retain the servicing of the loan
in order to maintain the direct customer relationship and to generate noninterest income. Residential loans which do not
conform to the underwriting standards of Fannie Mae (“non-conforming”), are either held in our loan portfolio or sold with
servicing released. We originate and retain a significant amount of commercial real estate loans, including those secured by
owner-occupied and nonowner-occupied commercial real estate, multifamily property, mobile home parks and construction and
land development loans.
We originated $243.9 million and $321.3 million of one-to-four family residential mortgage loans during the years ended
December 31, 2021 and 2020, respectively. We also purchased $24.1 million of one-to-four family residential mortgage loans
during the year ended December 31, 2021. During these same periods, we sold $147.4 million and $258.2 million, respectively,
of one-to-four family residential mortgage loans.
Our strategic plan targets consumers, small- and medium-size businesses, and professionals in our market area for loans and
deposits. In pursuit of these goals and by managing the size of our loan portfolio, we focus on including a significant amount of
commercial business and commercial and multifamily real estate loans in our portfolio. A significant portion of these loans
have adjustable rates, higher yields or shorter terms and higher credit risk than traditional fixed-rate mortgages. Our commercial
loan portfolio (commercial and multifamily real estate and commercial business loans) decreased to $306.2 million or 44.5% of
our loan portfolio at December 31, 2021, from $330.0 million or 53.6% of our loan portfolio at December 31, 2020, as most of
the PPP loans held in our commercial business loan portfolio have been repaid to us by the SBA. Our consumer loan portfolio,
which includes manufactured and floating homes and other consumer loans, increased to $97.7 million or 14.2% of our loan
portfolio at December 31, 2021, from $75.8 million or 12.4% of our loan portfolio at December 31, 2020.
Our operating revenues are derived principally from earnings on interest-earning assets, service charges and fees, and gains on
the sale of loans. The continuing low 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, which may adversely affect our net interest income and net
interest margin in 2021. Our primary sources of funds are deposits (both retail and brokered), FHLB advances, borrowings
through the Federal Reserve, and payments received on loans and securities. We offer a variety of deposit accounts that provide
a wide range of interest rates and terms, including savings, money market, NOW, interest-bearing and noninterest-bearing
demand accounts, and certificates of deposit.
An offset to net interest income is the provision for loan losses, or the recapture of the provision for loan losses, that is required
to establish the allowance for loan losses at a level that adequately provides for probable losses inherent in our loan portfolio.
As our loan portfolio increases, or due to an increase for probable losses inherent in our loan portfolio, our allowance for loan
losses may increase, resulting in a decrease to net interest income after the provision. Improvements in loan risk ratings,
increases in property values, or receipt of recoveries of amounts previously charged off may partially or fully offset any
required increase to allowance for loan losses due to loan growth or an increase in probable loan losses. Our provision for loan
losses was $425 thousand for the year ended December 31, 2021, compared to $925 thousand for the year ended December 31,
2020, primarily due to economic improvements in our markets as initial COVID-19 restrictions implemented in the second
quarter of last year have been lifted.
Our noninterest expenses consist primarily of salaries, employee benefits, incentive pay, expenses for occupancy, online and
mobile services, marketing, professional fees, data processing, charitable contributions, FDIC deposit insurance premiums and
regulatory expenses. Salaries and benefits consist primarily of the salaries paid to our employees, payroll taxes, directors' fees,
retirement expenses, share-based compensation and other employee benefits. Occupancy expenses, which are the fixed and
variable costs of buildings and equipment, consist primarily of lease payments, property taxes, depreciation charges,
maintenance and the cost of utilities.
Recent Accounting Standards
For a discussion of recent accounting standards, see "Note 2—Accounting Pronouncements Recently Issued or Adopted" in the
Notes to Consolidated Financial Statements contained in "Part II. Item 8. Financial Statements and Supplementary Data" of this
report on Form 10-K.
Summary of Critical Accounting Policies and Estimates
Certain of our accounting policies are important to an understanding of our financial condition, since they require management
to make difficult, complex or subjective judgments, 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 that 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 include determining the allowance for loan losses, accounting for other-than-temporary impairment of
securities, accounting for MSRs, accounting for other real estate owned, and accounting for deferred income taxes. For
additional information on our accounting policies see "Note 1—Organization and Significant Accounting Policies" in the Notes
to Consolidated Financial Statements contained in "Part II. Item 8. Financial Statements and Supplementary Data" of this report
on Form 10-K.
Allowance for Loan Loss. The allowance for loan losses is the amount estimated by management as necessary to cover losses
inherent in the loan portfolio at the balance sheet date. The allowance is established through the provision for loan losses, which
is charged to income. Determining the amount of the allowance for loan losses necessarily 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 our borrowers and the value of the real estate and other assets serving as collateral for the repayment of
many of our loans.
The allowance consists of specific, general and unallocated components. The general component of the allowance for loan
losses covers non-impaired loans and is determined using a formula-based approach. The formula first incorporates either the
historical loss rates of the Company or the historical loss rates of their peer group if minimal loss history exists. This historical
loss rate factor is then adjusted for qualitative factors. Qualitative factors are used to estimate losses related to factors that are
not captured in the historical loss rates and are based on management’s evaluation of available internal and external data and
involve significant management judgement. Qualitative factors include changes in lending standards, changes in economic
conditions, changes in the nature and volume of loans, changes in lending management, changes in delinquencies, changes in
the loan review system, changes in the value of collateral, the existence of concentrations, and the impact of other external
factors. Finally, the general component of the allowance for loan losses is adjusted for changes in the assigned grades of loans,
which include the following: pass, watch, special mention, substandard, doubtful, and loss. As loans are downgraded from
watch to the lower categories, they are assigned an additional factor to account for the increased credit risk. Loan grades
involve significant management judgment. For such loans that are also classified as impaired, a specific component within the
allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan
are lower than the carrying value of that loan. An unallocated component is maintained to cover uncertainties that could affect
management's estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision
inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.
Management reviews the level of the allowance at least quarterly and performs a sensitivity analysis on the assumptions utilized
in the estimate. To strengthen our loan review and classification process, we engage an independent consultant to review our
classified loans and a significant sample of recently originated non-classified loans annually. We also enhanced our credit
administration policies and procedures to improve our maintenance of updated financial data on commercial borrowers. While
we believe the estimates and assumptions used in our 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 future provisions will
not exceed past provisions or that any increased provisions that may be required will not adversely impact our financial
condition and results of operations. In addition, the determination of the amount of our allowance for loan losses is subject to
review by 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.
Other-Than-Temporary Impairment of Securities. Management reviews investment securities on an ongoing basis for the
presence of OTTI, taking into consideration current market conditions; fair value in relationship to cost; extent and nature of the
change in fair value; issuer rating changes and trends; whether management intends to sell a security or if it is likely that we
will be required to sell the security before recovery of the amortized cost basis of the investment, which may be upon maturity;
and other factors. For debt securities, if management intends to sell the security or it is likely that we will be required to sell the
security before recovering our cost basis, the entire impairment loss would be recognized in earnings as an OTTI loss. If
management does not intend to sell the security and it is not more likely than not that we will be required to sell the security,
but management does not expect to recover the entire amortized cost basis of the security, only the portion of the impairment
loss representing credit losses would be recognized in earnings. The credit loss on a security is measured as the difference
between the amortized cost basis and the present value of the cash flows expected to be collected. Projected cash flows are
discounted by the original or current effective interest rate depending on the nature of the security being measured for potential
OTTI. The remaining impairment related to all other factors, i.e., the difference between the present value of the cash flows
expected to be collected and fair value, is recognized as a charge to other comprehensive income (loss). Impairment losses
related to all other factors are presented as separate components within accumulated other comprehensive income (loss).
Mortgage Servicing Rights. We record MSRs on loans sold to Fannie Mae with servicing retained as well as for acquired
servicing rights. We stratify our capitalized MSRs based on the type, term and interest rates of the underlying loans. MSRs are
carried at fair value. The value is determined through a discounted cash flow analysis, which uses interest rates, prepayment
speeds and delinquency rate assumptions as inputs. All of these assumptions require a significant degree of management
judgment. If our assumptions prove to be incorrect, the value of our MSRs could be negatively impacted. We use a third party
to assist us in the preparation of the analysis of the market value each quarter.
Other Real Estate Owned. OREO represents real estate that we have taken control of in partial or full satisfaction of
significantly delinquent loans. At the time of foreclosure, OREO is recorded at the fair value less costs to sell, which becomes
the property's new basis. 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. Subsequent valuation adjustments are recognized within net
(loss) gain on OREO. Revenue and expenses from operations and subsequent adjustments to the carrying amount of the
property are included in other noninterest expense in the consolidated statements of income. In some instances, we may make
loans to facilitate the sales of OREO. Management reviews all sales for which it is the lending institution for compliance with
sales treatment under provisions established by Accounting Standards Codification ("ASC") Topic 360, "Accounting for Sales
of Real Estate". Any gains related to sales of OREO are deferred until the buyer has a sufficient initial and continuing
investment in the property.
Income Taxes. Income taxes are reflected in our financial statements to show the tax effects of the operations and transactions
reported in the financial statements and consist of taxes currently payable plus deferred taxes. ASC Topic 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 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 our deferred tax asset, we are required to estimate our income and taxes in the
jurisdiction in which we operate. This process involves estimating our actual current tax exposure for the reported period
together with assessing temporary differences resulting from differing treatment of items, such as depreciation and the
provision for loan losses, for tax and financial reporting purposes. Valuation allowances are established to reduce the net
carrying amount of deferred tax assets if it is determined to be more likely than not all or some portion of the potential deferred
tax asset will not be realized.
Business and Operating Strategies and Goals
Our goal is to deliver returns to stockholders by increasing higher-yielding assets (including consumer, commercial and
multifamily real estate and commercial business loans), increasing lower-cost core deposit balances, managing expenses,
managing problem assets and exploring expansion opportunities. We seek to achieve these results by focusing on the following
objectives:
Focusing on Asset Quality. We believe that strong asset quality is a key to our long-term financial success. We are focused on
monitoring existing performing loans, resolving nonperforming assets and selling foreclosed assets. Nonperforming assets were
$6.2 million, or 0.68% of total assets, at December 31, 2021 compared to $3.5 million or 0.40% of total assets, at December 31,
2020. We continue to seek to reduce the level of nonperforming assets through collections, modifications and sales of OREO.
We also take proactive steps to resolve our non-performing loans, including negotiating payment plans, forbearances, loan
modifications and loan extensions on delinquent loans when such actions have been deemed appropriate. Our goal is to
maintain or improve upon our level of nonperforming assets by managing all segments of our loan portfolio in order to
proactively identify and mitigate risk.
Improving Earnings by Expanding Product Offerings. We intend to prudently maintain the percentage of our assets consisting
of higher-yielding commercial and multifamily real estate and commercial business loans, which offer higher risk-adjusted
returns, shorter maturities and more sensitivity to interest-rate fluctuations than one-to-four family mortgage loans, while
maintaining our focus on residential lending. In addition, we continue to focus on consumer products, such as floating and
manufactured home loans. With our long experience and expertise in residential lending we believe we can be effective in
capturing mortgage banking opportunities and grow consumer deposits. We continue to develop correspondent relationships to
sell nonconforming mortgage loans servicing released. We also intend to selectively add additional products to further diversify
revenue sources and to capture more of each client's banking relationship by offering additional services to our clients. We
continue to refine our products and services for additional business and automate services, such as automating consumer loans
originations this past year, in an effort to improve customer service. We intend to further build relationships with medium and
small businesses through new and improving existing service offerings, including remote deposit.
Emphasizing Lower Cost Core Deposits to Manage the Funding Costs of Our Loan Growth. Our strategic focus is to
emphasize total relationship banking with our clients to internally fund our loan growth. We also emphasize reducing wholesale
funding sources, including FHLB advances, through the continued growth of core deposits. We believe that a continued focus
on client relationships will help increase the level of core deposits and retail certificates of deposit from consumers and
businesses in our market area. We intend to increase demand deposits by growing retail and business banking
relationships. New technology and services are generally reviewed for business development and cost saving opportunities. We
continue to experience growth in client use of our online and mobile banking services, which allow clients to conduct a full
range of services on a real-time basis, including balance inquiries, transfers and electronic bill paying, while providing our
clients greater flexibility and convenience in conducting their banking. In addition to our retail branches, we maintain state of
the art technology-based products, such as business cash management, business remote deposit products, business and
consumer mobile banking applications and consumer remote deposit products. Total deposits increased to $798.3 million at
December 31, 2021, from $748.0 million at December 31, 2020. At December 31, 2021, core deposits, which we define as our
non-time deposit accounts and time deposit accounts of less than $250 thousand, increased $131.3 million to $755.2 million
from $623.9 million at December 31, 2020. As a result of the increased liquidity from core deposits, we did not borrow against
our lines of credit.
Maintaining Our Client Service Focus. Exceptional service, local involvement (including volunteering and contributing to the
communities where we do business) and timely decision-making are integral parts of our business strategy. Our employees
understand the importance of delivering exemplary customer service and seeking opportunities to build relationships with our
clients to enhance our market position and add profitable growth opportunities. We compete with other financial service
providers by relying on the strength of our customer service and relationship banking approach. We believe that one of our
strengths is that our employees are also significant stockholders through our ESOP and 401(k) plans. We also offer incentives
that are designed to reward employees for achieving high-quality client relationship growth.
Expanding Our Presence, Including Through Digital Channels and Streamlining Operations, Within Our Existing and
Contiguous Market Areas and by Capturing Business Opportunities Resulting from Changes in the Competitive
Environment. We believe that opportunities currently exist within our market area to grow our franchise. We anticipate
continued organic growth as the local economy and loan demand remains strong, through our marketing efforts and as a result
of the opportunities created as a result of the consolidation of financial institutions that is occurring in our market area. In
addition, by delivering high-quality, client-focused products and services, we expect to attract additional borrowers and
depositors and thus increase our market share and revenue generation. We continue to be disciplined as it pertains to future
expansion, acquisitions and de novo branching focusing on the markets in Western Washington, which we know and
understand.
Comparison of Financial Condition at December 31, 2021 and December 31, 2020
Selected Financial Condition Data:
Total assets
Total loans held for portfolio, net
Loans held-for-sale
Available-for-sale securities, at fair value
Bank-owned life insurance ("BOLI"), net
OREO and repossessed assets, net
FHLB stock, at cost
Total deposits
Subordinated notes, net
Stockholders' equity
As of December 31,
2020
2021
$
$
919,691 $
680,092
3,094
8,419
21,095
659
1,046
798,320
11,634
93,358 $
861,402
607,363
11,604
10,218
14,588
594
877
747,981
11,592
85,484
General. Total assets increased by $58.3 million, or 6.8%, to $919.7 million at December 31, 2021, from $861.4 million at
December 31, 2020. The increase was primarily a result of an increase in loans held-for-portfolio and BOLI, partially offset by
lower balances in cash and cash equivalents and decreases in loans held-for-sale.
Cash and Securities. Cash, cash equivalents and our available-for-sale securities decreased by $12.0 million, or 5.9%, to
$192.0 million at December 31, 2021 compared to the prior year. Cash and cash equivalents decreased $10.2 million, or 5.3%,
to $183.6 million due to deploying cash earning a nominal yield into higher earning loans and investments. Available-for-sale
securities, which consist of agency mortgage-backed securities and municipal bonds, decreased $1.8 million, or 17.6%, to $8.4
million at December 31, 2021, primarily due to calls of securities, regularly scheduled payments and maturities outpacing
purchases of securities during the year.
Loans. Loans held-for-portfolio, net, increased $72.7 million, or 12.0%, to $680.1 million at December 31, 2021 from $607.4
million at December 31, 2020. Loans held-for-sale decreased to $3.1 million at December 31, 2021 from $11.6 million at
December 31, 2020 primarily due to a decline in mortgage originations reflecting reduced refinance activity.
The following table reflects the changes in the loan mix, excluding premiums and deferred fees, of our portfolio at
December 31, 2021, as compared to December 31, 2020 (dollars in thousands):
One-to-four family
Home equity
Commercial and multifamily
Construction and land
Manufactured homes
Floating homes
Other consumer
Commercial business
Total loans
Amount
Change
Percent
Change
December 31,
2021
207,660 $
2020
130,657 $
$
13,250
278,175
63,105
21,636
59,268
16,748
28,026
16,265
265,774
62,752
20,941
39,868
15,024
64,217
77,003
(3,015)
12,401
353
695
19,400
1,724
(36,191)
$
687,868 $
615,498 $
72,370
58.9 %
(18.5)
4.7
0.6
3.3
48.7
11.5
(56.4)
11.8
The largest dollar increases in the loan portfolio were in one-to-four family loans portfolio, which increased $77.0 million, or
58.9%, to $207.7 million driven largely by jumbo residential mortgages, floating home loans which increased $19.4 million, or
48.7%, to $59.3 million, and commercial and multifamily real estate loans, which increased $12.4 million or 4.7%, to $278.2
million. These increases were partially offset by decreases in commercial business loans, which decreased $36.2 million or
56.4% to $28.0 million, resulting from the forgiveness by the SBA of $82.8 million of PPP loans, and a decrease in home
equity loans of $3.0 million, or 18.5%, to $13.3 million. We had 32 PPP loans outstanding totaling $4.2 million as of
December 31, 2021.
The loan portfolio remains well-diversified with commercial and multifamily real estate loans accounting for 40.4% of the
portfolio, one-to-four family real estate loans, including home equity loans, accounting for approximately 32.1% of the
portfolio and consumer loans, consisting of manufactured homes, floating homes, and other consumer loans accounting for
14.2% of the total loan portfolio at December 31, 2021. Construction and land loans accounted for 9.2% of the portfolio and
commercial business loans accounted for the remaining 4.1% of the portfolio at December 31, 2021.
We are continuing to provide payment relief for both consumer and business clients, most of which relief involves interest only
or payment deferrals that range from 90 to 180 days. Deferred loans are re-evaluated at the end of the deferral period and will
either return to the original loan terms or be reassessed at that time to determine if a further modification should be granted and
if a downgrade in risk rating is appropriate. All of these loan modifications have been made in response to the COVID-19
pandemic. At December 31, 2021, there were two one-to-four family residential loans totaling $64 thousand operating under
forbearance agreements due to COVID-19. Since these loans were performing loans that were current on their payments prior
to the COVID-19 pandemic, these modifications are not considered TDRs pursuant to applicable accounting and regulatory
guidance until January 1, 2022. We believe the steps we are taking are necessary to effectively manage our portfolio and assist
our clients through the ongoing uncertainty surrounding the duration, impact and government response to the COVID-19
pandemic.
Nonperforming Assets. At December 31, 2021, our nonperforming assets totaled $6.2 million, or 0.68% of total assets,
compared to $3.5 million, or 0.40% of total assets, at December 31, 2020.
The table below sets forth the amounts and categories of nonperforming assets in our loan portfolio at the dates indicated
(dollars in thousands):
Nonaccrual loans
Nonperforming TDRs
Total nonperforming loans
OREO and repossessed assets
Total nonperforming assets
December 31,
2021
2020
5,130 $
2,710 $
422
5,552
659
174
2,884
594
Amount
Change
Percent
Change
2,420
248
2,668
65
89.3 %
142.5
92.5
10.9
6,211 $
3,478 $
2,733
78.6 %
$
$
Nonperforming loans increased $2.7 million or 92.5%, to $5.6 million at December 31, 2021, compared to the prior year
primarily due to a $2.4 million commercial and multifamily loan. Nonperforming loans were 0.81% of total loans at
December 31, 2021, compared to 0.47% of total loans at December 31, 2020. We had no loans greater than 90 days delinquent
and still accruing at December 31, 2021 and 2020.
Allowance for Loan Losses. The allowance for loan losses is maintained to cover losses that are probable and can be estimated
on the date of evaluation in accordance with generally accepted accounting principles in the U.S. It is our best estimate of
probable incurred credit losses in our loan portfolio.
The following table reflects the adjustments in our allowance during 2021 and 2020 (dollars in thousands):
Balance at beginning of period
Charge-offs
Recoveries
Net (charge-offs) recoveries
Provision charged to operations
Balance at end of period
Ratio of net (charge-offs) recoveries during the period to average loans outstanding during the
period
Allowance as a percentage of nonperforming loans
Allowance as a percentage of total loans (end of period)
Year Ended December 31,
2021
2020
$
6,000
$
5,640
(136)
17
(119)
425
(690)
125
(565)
925
$
6,306
$
6,000
(0.02) %
(0.08) %
113.58 %
208.04 %
0.92 %
0.98 %
Our allowance for loan losses increased $306 thousand, or 5.1%, to $6.3 million at December 31, 2021, from $6.0 million at
December 31, 2020.
Specific loan loss reserves decreased to $293 thousand at December 31, 2021, compared to $378 thousand at December 31,
2020, while general loan loss reserves increased to $5.6 million at December 31, 2021, compared to $5.2 million at
December 31, 2020 and the unallocated reserve decreased to $395 thousand at December 31, 2021, compared to $406 thousand
at December 31, 2020. The decrease in the unallocated reserve was primarily a result of the increase in the loan portfolio at
December 31, 2021, partially offset by a positive adjustment in the qualitative factors applied to real estate related loans as a
result of the improvement in economic conditions related to the strong housing market. The $4.2 million balance of PPP loans
was omitted from the calculation for the allowance for loan losses at December 31, 2021, as these loans are 100% guaranteed
by the SBA and management expects that the majority of the remaining 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. Net charge-offs for the year ended December 31, 2021 totaled $119 thousand, compared to $565 thousand for the year
ended December 31, 2020.
At December 31, 2021, the allowance for loan losses as a percentage of total loans and nonperforming loans was 0.92% and
113.59%, respectively, compared to 0.98% and 208.04%, respectively, at December 31, 2020.
Deposits. Total deposits increased $50.3 million, or 6.7%, to $798.3 million at December 31, 2021 from $748.0 million at
December 31, 2020. The increase was due primarily due to higher balances in existing client accounts, developing further
relationships with PPP borrowers who were not previously clients, as well as reduced withdrawals reflecting changes in
customer spending habits due to the COVID-19 pandemic. We continue our efforts to grow noninterest-bearing deposits, which
increased $58.0 million, or 43.8%, to $190.5 million at December 31, 2021, compared to $132.5 million at December 31, 2020.
Noninterest-bearing deposits represented 23.9% of total deposits at December 31, 2021, compared to 17.7% at December 31,
2020.
A summary of deposit accounts with the corresponding weighted-average cost at December 31, 2021 and 2020 is presented
below (dollars in thousands):
Noninterest-bearing demand
Interest-bearing demand
Savings
Money market
Certificates of deposit
Escrow
Total
December 31, 2021
December 31, 2020
Amount
$ 187,684
307,061
103,401
91,670
105,722
2,782
$ 798,320
Wtd. Avg.
Rate
Amount
Wtd. Avg.
Rate
— % $ 129,299
230,492
83,778
65,748
235,473
3,191
0.41 % $ 747,981
0.19
0.08
0.21
1.57
—
— %
0.44
0.27
0.39
2.36
—
1.01 %
(1) Escrow balances shown in noninterest-bearing deposits on the Consolidated Balance Sheets.
Borrowings. FHLB advances remained at zero throughout 2021, as we utilized our increase in deposits for funding needs. We
rely on FHLB advances to fund interest-earning assets when deposits alone cannot fully fund interest-earning asset
growth. Subordinated notes, net totaled $11.6 million at each of December 31, 2021 and 2020. For additional information
regarding our borrowings, see "Note 10—Borrowings, FHLB Stock and Subordinated Notes" in the Notes to Consolidated
Financial Statements contained in "Part II. Item 8. Financial Statements and Supplementary Data" of this report on Form 10-K.
Stockholders' Equity. Total stockholders’ equity increased $7.9 million, or 9.2%, to $93.4 million at December 31, 2021, from
$85.5 million at December 31, 2020. This increase primarily reflects $9.2 million in net income for the year ended
December 31, 2021, partially offset by the payment of cash dividends of $2.0 million to common stockholders during the year
ended December 31, 2021.
Average Balances, Net Interest Income, Yields Earned and Rates Paid
The following table presents, for the periods indicated, the total dollar amount of interest income from average interest-earning
assets and the resultant yields, as well as the interest expense on average interest-bearing liabilities, expressed both in dollars
and rates. Income and yields on tax-exempt obligations have not been computed on a tax equivalent basis. All average balances
are daily average balances. Nonaccrual loans have been included in the table as loans carrying a zero yield for the period they
have been on nonaccrual (dollars in thousands).
Interest-earning assets:
Loans receivable
Investments, cash and cash equivalents
Total interest-earning assets (1)
Interest-bearing liabilities:
Savings and money market accounts
Demand and NOW accounts
Certificate accounts
Subordinated notes
Borrowings
Total interest-bearing liabilities
Net interest income
Net interest rate spread
Net earning assets
Net interest margin
Year Ended December 31,
Average
Outstanding
Balance
2021
Interest
Earned/
Paid
Yield/
Rate
Annualized
Average
Outstanding
Balance
2020
Interest
Earned/
Paid
Yield/
Rate
Annualized
$
650,045 $
33,389
5.14 % $
665,389 $
34,439
5.16 %
221,577
871,622
171,406
289,096
158,649
11,611
1
630,763
$
240,859
485
33,874
0.22
3.89 %
102,539
767,928
497
34,936
180
611
2,491
672
—
3,954
0.11
0.21
1.57
5.79
—
128,038
189,643
242,963
3,345
16,610
0.63 %
580,599
346
909
5,749
191
255
7,450
$
29,920
$
27,486
3.26 %
3.43 %
$
187,329
0.48
4.54
0.27
0.48
2.36
5.69
1.53
1.28 %
3.26 %
3.57 %
1.01 %
1.04 %
Average interest-earning assets to average
interest-bearing liabilities
Total deposits
Total funding(2)
797,686
809,298
138.19 %
3,282
3,954
0.41 %
0.49 %
691,359
711,314
132.26 %
7,004
7,450
(1) Calculated net of deferred loan fees, loan discounts and loans in process.
(2) Total funding is the sum of average interest-bearing liabilities and average noninterest-bearing deposits. The cost of total funding is
calculated as annualized total interest expense divided by average total funding.
Rate/Volume Analysis
The following schedule 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 changes related to outstanding balances and
changes due to 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 (dollars in
thousands).
Interest-earning assets:
Loans
Investments and interest-bearing accounts
Total interest-earning assets
Interest-bearing liabilities:
Savings and Money Market accounts
Demand and NOW accounts
Certificate accounts
Subordinated notes
Borrowings
Total interest-bearing liabilities
Change in net interest income
Year Ended December 31,
2021 vs. 2020
Increase (Decrease) due to
Volume
Rate
Total
Increase
(Decrease)
$
(788) $
(262) $
(1,050)
261
(527)
(273)
(535)
(12)
(1,062)
46
210
(212) $
(508)
(166)
(298)
(1,324)
(1,934)
(3,258)
478
—
3
(255)
481
(255)
$
(590) $
(2,906) $
(3,496)
$
2,434
Comparison of Results of Operation for the Years Ended December 31, 2021 and 2020
Selected Operations Data:
Total interest income
Total interest expense
Net interest income
Provision for loan losses
Net interest income after provision for loan losses
Service charges and fee income
Earnings on cash surrender value of BOLI
Mortgage servicing income
Fair value adjustment on mortgage servicing rights ("MSRs")
Net gain on sale of loans
Other income
Total noninterest income
Salaries and benefits
Operations expense
Occupancy expense
Net losses and expenses on OREO and repossessed assets
Other noninterest expense
Total noninterest expense
Income before provision for income taxes
Provision for income taxes
Net income
Year Ended December 31,
2021
2020
$
$
33,874 $
3,954
29,920
425
29,495
2,247
416
1,284
(808)
4,190
—
7,329
14,257
5,765
1,748
(16)
3,642
25,396
11,428
2,272
9,156 $
34,936
7,450
27,486
925
26,561
1,905
348
1,027
(1,857)
6,022
—
7,445
12,083
5,461
1,881
5
3,248
22,678
11,328
2,391
8,937
General. Net income increased $219 thousand, or 2.5%, to $9.2 million, or $3.46 per diluted common share, for the year ended
December 31, 2021, compared to $8.9 million, or $3.42 per diluted common share, for the year ended December 31, 2020. The
increase was primarily a result of a $3.5 million decrease in interest expense and a $500 thousand decrease in the provision for
loan losses for the year ended December 31, 2021, partially offset by a $1.1 million decrease in interest income and a $2.7
million increase in noninterest expense.
Interest Income. Interest income decreased $1.1 million, or 3.0%, to $33.9 million for the year ended December 31, 2021,
from $34.9 million for the year ended December 31, 2020. The decrease was primarily due to a 65 basis point decline in
average yield on interest-earning assets and a $15.3 million decline in the average balance of outstanding loans. Interest income
on loans decreased $1.1 million, or 3.0%, to $33.4 million for the year ended December 31, 2021, compared to $34.4 million
for the year ended December 31, 2020, driven by lower average total loans resulting primarily from the decline in commercial
and multifamily loans and commercial business loans, partially offset a two basis points decline in the average yield on loans.
The average balance of total loans was $650.0 million for the year ended December 31, 2021, compared to $665.4 million for
the year ended December 31, 2020. The average yield on total loans was 5.14% for the year ended December 31, 2021,
compared to 5.16% for the year ended December 31, 2020. For the year ended December 31, 2021, the average balance of PPP
loans was $35.3 million and the average yield on PPP loans was 8.55%, including the recognition of the net deferred fees, with
a positive impact on average loan yield of 20 basis points. For the year ended December 31, 2020, the average balance of PPP
loans was $46.7 million and the average yield on PPP loans was 4.30%, including the recognition of deferred fees, with a
negative impact on average loan yield of six basis points. Interest income included $3.0 million in fees earned related to PPP
loans in the year ended December 31, 2021, compared to $2.0 million in the same period a year ago.
Interest income on the investment portfolio and cash and cash equivalents decreased $12 thousand, or 2.4%, to $485 thousand
for the year ended December 31, 2021, compared to $497 thousand for the year ended December 31, 2020. The decrease in the
interest income on investment securities and cash and cash equivalents was due to lower average yields, partially offset by
higher average balances. The average yield on investments and cash and cash equivalents was 0.22% for the year ended
December 31, 2021, compared to 0.48% for the year ended December 31, 2020, primarily due to the substantial increase in cash
and cash equivalents earning a nominal yield.
Interest Expense. Interest expense decreased $3.5 million, or 46.9%, to $4.0 million for the year ended December 31, 2021,
from $7.5 million for the year ended December 31, 2020, primarily as a result of declining deposit costs and a higher
percentage of noninterest bearing deposits to total deposits.
Interest expense on deposits decreased $3.7 million, or 53.1%, to $3.3 million for the year ended December 31, 2021, compared
to $7.0 million for the same period a year ago. The decrease was primarily the result of a decline in the average cost of deposits
reflecting reduced market rates paid on deposits and the change in the mix of deposits reflecting the managed runoff of higher
cost certificates of deposit. The average cost of total deposits decreased 60 basis points to 0.41% for the year ended
December 31, 2021, from 1.01% for the year ended December 31, 2020.
Interest expense on borrowings and subordinated notes increased $226 thousand, or 50.7%, to $672 thousand for the year ended
December 31, 2021, which was comprised solely of interest expense on our subordinated notes, compared to $446 thousand for
the year ended December 31, 2020, which was comprised of interest expense on subordinated notes for one quarter in 2020 and
FHLB advances. Average borrowings and subordinated notes decreased $8.3 million, to $11.6 million for the year ended
December 31, 2021, which consisted solely of subordinated notes, from $20.0 million for the year ended December 31, 2020,
which consisted of both FHLB advances and subordinated notes. The average cost of the subordinated notes and FHLB
advances was 5.79% for the year ended December 31, 2021, compared to 2.23% for the year ended December 31, 2020.
Net Interest Income. Net interest income increased $2.4 million, or 8.9%, to $29.9 million for the year ended December 31,
2021, from $27.5 million for the year ended December 31, 2020. Our net interest margin was 3.43% and 3.57% for the years
ended December 31, 2021 and 2020, respectively. The increase in net interest income primarily resulted from the decline in the
average rate paid on deposits and a decline in the average balance of certificates of deposit accounts, partially offset by a
decline in the average loan balance. The decrease in net interest margin was primarily due to a decline in rates paid on interest-
bearing liabilities exceeding the decline in yields earned on interest-earning assets. During the year ended December 31, 2021,
the average yield earned on PPP loans, including the recognition of the net deferred fees for PPP loans repaid and forgiven by
the SBA, resulted in a positive impact to the net interest margin of 22 basis points, compared to a positive impact of five basis
points from our origination of low yielding PPP loans during the same period in 2020.
Provision for Loan Losses. We establish provisions for loan losses, which are charged to earnings, based on our review of the
level of the allowance for loan losses required to reflect management’s best estimate of the probable incurred credit losses in the
loan portfolio. In evaluating the level of the allowance for loan losses, management considers historical loss experience, the
types of loans and the amount of loans in the loan portfolio, adverse situations that may affect borrowers’ ability to repay,
estimated value of any underlying collateral, peer group data, prevailing economic conditions, and current factors. Large
groups of smaller balance homogeneous loans, such as one- to four- family, small commercial and multifamily, home equity
and consumer loans, are evaluated in the aggregate using historical loss factors adjusted for current economic conditions and
other relevant data. Loans for which management has concerns about the borrowers’ ability to repay, are evaluated individually
and specific loss allocations are provided for these loans when necessary.
A provision for loan losses of $425 thousand was recorded for the year ended December 31, 2021, compared to $925 thousand
provision for loan losses for the year ended December 31, 2020. The $500 thousand decrease in the provision for loan losses
during the year was primarily due to a decrease in the average balance of loans held-for-portfolio between the periods, a
positive adjustment to the qualitative factors applied to real estate related loans as a result of improvement in economic
conditions related to the strong housing market, partially offset by a $2.7 million increase in non-performing loans from
December 31, 2020. Our allowance for loan losses as of December 31, 2021, not only reflects probable and inherent credit
losses based upon the economic conditions that existed as of December 31, 2021, but also reflects the inherent economic
improvements in our markets as initial COVID-19 restrictions implemented in the second quarter of last year have been lifted.
Net charge-offs for the year ended December 31, 2021 totaled $119 thousand, compared to $565 thousand for the year ended
December 31, 2020.
While we believe the estimates and assumptions used in our 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, that future provisions
will not exceed past provisions, or that any increased provisions which may be required in the future will not adversely impact
our financial condition and results of operations. In addition, the determination of the amount of our allowance for loan losses is
subject to review by 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.
Noninterest Income. Noninterest income decreased $116 thousand, or 1.6%, to $7.3 million for the year ended December 31,
2021, as compared to $7.4 million for the year ended December 31, 2020, as reflected below (dollars in thousands):
Year Ended December 31,
2020
2021
Amount
Change
Percent
Change
Service charges and fee income
$
2,247 $
1,905 $
Earnings on cash surrender value of BOLI
Mortgage servicing income
Fair value adjustment on mortgage servicing rights
Net gain on sale of loans
Total noninterest income
$
416
1,284
(808)
4,190
7,329 $
348
1,027
(1,857)
6,022
7,445 $
342
68
257
1,049
(1,832)
(116)
18.0 %
19.5
25.0
(56.5)
(30.4)
(1.6) %
The decrease in noninterest income during the year ended December 31, 2021, compared to the same period in 2020 primarily
was due to the decrease in net gain on sale of loans, partially offset by improvement in the fair value adjustment on mortgage
servicing rights, and increases in service charges and fees, and mortgage servicing income. Net gain on sale of loans decreased
due to the decrease in sales volume, primarily due to lower originations due to reduced refinance activity, partially offset by
higher margins on sale. Loans sold during the year ended December 31, 2021, totaled $147.4 million, compared to $176.0
million during the year ended December 31, 2020. Service charges and fee income increased primarily due to higher debit/
ATM interchange fees. Mortgage servicing income was higher as a result of our mortgage servicing portfolio increasing to
$508.1 million at December 31, 2021 compared to $488.7 million at December 31, 2020.
Noninterest Expense. Noninterest expense increased $2.7 million, or 12.0%, to $25.4 million during the year ended
December 31, 2021, compared to $22.7 million during the year ended December 31, 2020, as reflected below (dollars in
thousands):
Salaries and benefits
Operations
Regulatory assessments
Occupancy
Data processing
Net gain on OREO and repossessed assets
Total noninterest expense
Year Ended December 31,
2020
2021
Amount
Change
Percent
Change
$
14,257 $
12,083 $
2,174
18.0 %
5,765
379
1,748
3,263
(16)
5,461
590
1,881
2,658
5
304
(211)
(133)
605
(21)
5.6
(35.8)
(7.1)
22.8
(420.0)
$
25,396 $
22,678 $
2,718
12.0 %
Salaries and benefits, the largest driver of noninterest expense, increased primarily due to discretionary bonuses paid for added
efforts associated with the Company's COVID-19 response, higher wages, lower deferred compensation and higher medical
expenses, partially offset by a decrease in commission expense related to a decline in mortgage originations during 2021 as
compared to 2020. Data processing expense increased due to technology investments and variable costs associated with
increased loan originations. Operations expense increased primarily due to increases in marketing expenses, reserve for
unfunded commitments, and professional fees. The increase in the reserve for unfunded commitments primarily resulted from
an increase in construction loan commitments. Regulatory assessments decreased due to lower FDIC assessments in 2021 and
regulatory exam costs included in the 2020 balance. Occupancy expense decreased due to the closure of one branch location in
June 2020.
The efficiency ratio for the year ended December 31, 2021 was 68.18%, compared to 64.92% for the year ended December 31,
2020. The weakening in the efficiency ratio for the year ended December 31, 2021 was primarily due to higher noninterest
expense and lower revenues.
Income Tax Expense. The provision for income taxes decreased $119 thousand, or 5.0% to $2.3 million for the year ended
December 31, 2021, compared to $2.4 million for the year ended December 31, 2020, due to a lower effective tax rate, partially
offset by an increase in taxable net income. The effective tax rates for the years ended December 31, 2021 and 2020 were
19.9% and 21.1%, respectively.
Capital and Liquidity
Capital. Shareholders’ equity totaled $93.4 million at December 31, 2021 and $85.5 million at December 31, 2020. In addition
to net income of $9.2 million, other sources of capital during 2021 included $182 thousand in proceeds from stock option
exercises, $468 thousand related to the allocation of ESOP shares during the year and $360 thousand related to stock-based
compensation. Uses of capital during 2021 included $2.0 million of dividends paid on common stock, other comprehensive
loss, net of tax, of $101 thousand and $152 thousand of stock repurchases.
We paid regular quarterly dividends of $0.17 per common share and a special dividend of $0.10 per common share during
2021, and regularly quarterly dividends per share of $0.15 per share during 2020 and a special dividend of $0.20 per common
share during 2020. This equates to a dividend payout ratio of 22.3% in 2021 and 23.2% in 2020. The Company currently
expects to continue the current practice of paying quarterly cash dividends on common stock subject to the Board of Directors'
discretion to modify or terminate this practice at any time and for any reason without prior notice. Assuming continued payment
during 2022 at this rate of $0.17 per share, our average total dividend paid each quarter would be approximately $446 thousand
based on the number of our current outstanding shares (which assumes no increases or decreases in the number of shares,
except in connection with the anticipated vesting of currently outstanding equity awards).
The dividends, if any, we may pay may be limited as more fully discussed under “Business—How We Are Regulated—
Limitations on Dividends and Stock Repurchases” contained in Item 1, Part I of this Form 10-K.
Stock Repurchase Plans. From time to time, our board of directors has authorized stock repurchase plans. In general, stock
repurchase plans allow us to proactively manage our capital position and return excess capital to shareholders. Shares purchased
under such plans may also provide us with shares of common stock necessary to satisfy obligations related to stock
compensation awards. On April 28, 2021, the Company’s board of directors authorized a stock repurchase program to allow the
Company to repurchase, over a six-month period, up to $2.0 million of the Company’s outstanding shares in the open market or
in privately negotiated transactions. On October 27, 2021, the Company’s board of directors authorized a new stock
repurchase, effective upon the expiration of the prior stock repurchase program on October 28, 2021, with the same parameters
as the prior stock repurchase program. See “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities” contained in Item 5, Part II of this Form 10-K for additional information relating to stock
repurchases.
Liquidity. Liquidity measures the ability to meet current and future cash flow needs as they become due. The liquidity of a
financial institution reflects its ability to meet loan requests, to accommodate possible outflows in deposits and to take
advantage of interest rate market opportunities. The ability of a financial institution to meet its current financial obligations is a
function of its balance sheet structure, its ability to liquidate assets and its access to alternative sources of funds. The objective
of our liquidity management is to manage cash flow and liquidity reserves so that they are adequate to fund our operations and
to meet obligations and other commitments on a timely basis and at a reasonable cost. We seek to achieve this objective and
ensure that funding needs are met by maintaining an appropriate level of liquid funds through asset/liability management, which
includes managing the mix and time to maturity of financial assets and financial liabilities on our balance sheet. Our liquidity
position is enhanced by our ability to raise additional funds as needed in the wholesale markets.
Asset liquidity is provided by liquid assets which are readily marketable or pledgeable or which will mature in the near future.
Liquid assets generally include cash, interest-bearing deposits in banks, securities available for sale, maturities and cash flow
from securities, sales of fixed rate residential mortgage loans in the secondary market and federal funds sold. Liability liquidity
generally is provided by access to funding sources which include core deposits and advances from the FHLB and other
borrowing relationships with third party financial institutions.
Our liquidity position is continuously monitored and adjustments are made to the balance between sources and uses of funds as
deemed appropriate. Liquidity risk management is an important element in our asset/liability management process. We
regularly model liquidity stress scenarios to assess potential liquidity outflows or funding problems resulting from economic
disruptions, volatility in the financial markets, unexpected credit events or other significant occurrences deemed problematic by
management. These scenarios are incorporated into our contingency funding plan, which provides the basis for the
identification of our liquidity needs.
As of December 31, 2021, we had $192.0 million in cash and available-for-sale investment securities and $3.1 million in loans
held-for-sale. At December 31, 2021, we had the ability to borrow an additional $101.5 million in FHLB advances and access
to additional borrowings of $22.4 million through the Federal Reserve's discount window, in each case subject to certain
collateral requirements. We had no outstanding advances or borrowings with the FHLB or Federal Reserve at December 31,
2021. In addition, we also had available $20.0 million of credit facilities with other financial institutions, with no balance
outstanding at December 31, 2021. Subject to market conditions, we expect to utilize these borrowing facilities from time to
time in the future to fund loan originations and deposit withdrawals, to satisfy other financial commitments, repay maturing
debt and to take advantage of investment opportunities to the extent feasible. As of December 31, 2021, management is not
aware of any events that are reasonably likely to have a material adverse effect on our liquidity, capital resources or operations.
In addition, management is not aware of any regulatory recommendations regarding liquidity that would have a material
adverse effect on us. For additional details, see “Note 10—Borrowings, FHLB Stock and Subordinated Notes” in the Notes to
Consolidated Financial Statements contained in "Item 8. Financial Statements and Supplementary Data" of this Form 10-K.
In the ordinary course of business, we have entered into contractual obligations and have made other commitments to make
future payments. Refer to the accompanying notes to consolidated financial statements elsewhere in this report for the expected
timing of such payments as of December 31, 2021. These include payments related to (i) long-term borrowings (Note 10—
Borrowings, FHLB Stock and Subordinated Notes), (ii) time deposits with stated maturity dates (Note 9—Deposits) (iii)
operating leases (Note 12—Leases) and (iv) commitments to extend credit and standby letters of credit (Note 18—
Commitments and Contingencies).
Sound Financial Bancorp is a separate legal entity from Sound Community Bank and must provide for its own liquidity. In
addition to its own operating expenses (many of which are paid to Sound Community Bank), Sound Financial Bancorp is
responsible for paying for any stock repurchases, dividends declared to its stockholders, interest and principal on outstanding
debt, and other general corporate expenses.
Sound Financial Bancorp is a holding company and does not conduct operations; its sources of liquidity are generally dividends
up-streamed from Sound Community Bank, interest on investment securities, if any, and borrowings from outside sources.
Banking regulations may limit the dividends that may be paid to us by Sound Community Bank. See, “Business — How We
Are Regulated — Limitations on Dividends and Stock Repurchases” contained in Item 1, Part I of this Form 10-K. During the
third quarter of 2020, the Company completed a private placement of $12.0 million in aggregate principal of subordinated notes
resulting in net proceeds, after placement fees and offering expenses, of approximately $11.6 million. The Company
contributed $5.5 million of the net proceeds from the sale of the subordinated notes to the Bank and retained the remaining net
proceeds to be used for general corporate purposes. At December 31, 2021 Sound Financial Bancorp, on an unconsolidated
basis, had $4.2 million in cash, noninterest-bearing deposits and liquid investments generally available for its cash needs.
See also the "Consolidated Statements of Cash Flows" included in “Item 8. Financial Statements and Supplementary Data” of
this Form 10-K, for further information.
Regulatory Capital. Sound Community Bank is subject to minimum capital requirements imposed by regulations of the FDIC.
Capital adequacy requirements are quantitative measures established by regulation that require Sound Community Bank to
maintain minimum amounts and ratios of capital. Based on its capital levels at December 31, 2021, Sound Community Bank
exceeded these requirements at that date. Consistent with our goals to operate a sound and profitable organization, our policy is
for Sound Community Bank to maintain a "well-capitalized" status under the regulatory capital categories of the FDIC.
Beginning January 2020, the Bank elected to use the CBLR framework. A bank that elects to use the CBLR framework as
provided for in the Economic Growth, Regulatory Relief and Consumer Protection Act 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, 2021, the Bank’s CBLR was 10.92%, which exceeded the minimum requirements. For
additional details, see “Note 16—Capital” in the Notes to Consolidated Financial Statements contained in "Item 8. Financial
Statements and Supplementary Data" and "Item 1. Business—How We Are Regulated—Regulation of Sound Community Bank
—Capital Rules" of this Form 10-K.
For a bank holding company with less than $3.0 billion in assets, the capital guidelines apply on a bank-only basis and the
Federal Reserve expects the holding company's subsidiary banks to be "well-capitalized" under the prompt corrective action
regulations. If Sound Financial Bancorp was subject to regulatory guidelines for bank holding companies with $3.0 billion or
more in assets, at December 31, 2021, Sound Financial Bancorp would have exceeded all regulatory capital requirements. The
estimated CBLR calculated for Sound Financial Bancorp at December 31, 2021 was 10.09%.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Asset/Liability Management
Our Risk When Interest Rates Change. The rates of interest we earn on assets and pay on liabilities generally are established
contractually for a period of time. Market rates change over time. Like other financial institutions, our results of operations are
impacted by changes in interest rates and the interest-rate sensitivity of our assets and liabilities. The risk associated with
changes in interest rates and our ability to adapt to these changes is known as interest-rate risk and is our most significant
market risk.
How We Measure Our Risk of Interest Rate Changes. As part of efforts to manage our exposure to changes in interest rates
and comply with applicable regulations, we monitor our interest-rate risk. In doing so, we analyze and manage assets and
liabilities based on their interest rates and payment streams, timing of maturities, re-pricing opportunities, and sensitivity to
actual or potential changes in market interest rates.
We are subject to interest-rate risk to the extent that our interest-bearing liabilities, primarily deposits and FHLB advances, re-
price more rapidly or at different rates than our interest-earning assets. In order to minimize the potential for adverse effects of
material prolonged increases or decreases in interest rates on our results of operations, we have adopted an asset and liability
management policy. Our Board of Directors approves the asset and liability policy, which is implemented by the asset/liability
committee.
The purpose of the asset/liability committee is to communicate, coordinate, and control asset/liability management consistent
with our 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 our 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 the effects of the
policy implementations and strategies to the board of directors at least quarterly. Senior managers oversee the process on a daily
basis.
A key element of our asset/liability management plan is to protect net earnings by managing the maturity or re-pricing
mismatch between our interest-earning assets and our rate-sensitive liabilities. We seek to reduce exposure to earnings by
extending funding maturities through the use of FHLB advances, through the use of adjustable-rate loans and through the sale
of certain fixed-rate loans in the secondary market.
As part of our efforts to monitor and manage interest-rate risk, we maintain an interest-rate risk model and utilize software and
resources provided by a third party. The model contains several assumptions that are based upon a combination of proprietary
and market data that reflect historical results and current market conditions. These assumptions relate to interest rates,
prepayments, deposit decay rates and the market value of certain assets under the various interest-rate scenarios. The model's
capital at risk measure, also known as the Economic Value of Equity ("EVE"), evaluates the change in the projected EVE over
a two-year period given an immediate increase or decrease in interest rates. The EVE presents a hypothetical valuation of equity
and is defined as the present value of projected asset cash flows less the present value of projected liability cash flows. EVE
values only the current position of the balance sheet at December 31, 2021, and therefore does not incorporate any new business
assumptions that might be inherent in a simulation of net interest income. Our projections generally assume instantaneous
parallel shifts upward of the yield curve of 100, 200, 300 and 400 basis points and downward of the yield curve 100, 200, 300,
and 400 basis points (assuming the shift does not result in negative interest rates) occurring immediately. Given that the
targeted Federal Funds Rate at December 31, 2021 was 0.07%, and the EVE model does not allow for negative interest rates,
the downward shifts of 100- through 400-basis points are not reported in the table below. Management and the Board of
Directors review these measurements on a quarterly basis to determine whether our interest-rate exposure is within the limits
established by the Board of Directors.
Our asset/liability management strategy dictates acceptable limits on the amounts of change in given changes in interest rates.
For interest rate increases of 100, 200, 300 and 400 basis points, our internal policy states that our EVE percentage change
should not decrease greater than 10%, 20%, 25% and 30%, respectively and that our EVE ratio should not fall below 9%, 8%,
6% and 5%, respectively. For interest rate decreases of 100 and 200 basis points, our internal policy states that our EVE
percentage change should not decrease greater than 10% and 20%, respectively, and that our EVE ratio should not fall below
9% and 8%, respectively.
As indicated in the following table (dollars in thousands), our EVE shows an asset sensitive position at December 31, 2021.
Since EVE measures the discounted present value of cash flows over the estimated lives of instruments, the change in EVE
does not directly correlate to the degree that earnings would be impacted over a shorter time horizon.
Change in Interest Rates in Basis Points
(bps)
$ Amount
Economic Value of Equity
$ Change
% Change
EVE
Ratio %
December 31, 2021
+400
+300
+200
+100
0
$
174,807 $
173,921
171,695
167,654
159,054
15,753
14,867
12,641
8,600
—
9.90 %
21.2 %
9.35
7.95
5.41
—
20.6
19.8
18.9
17.5
In addition to monitoring selected measures of EVE, management also monitors effects on net interest income resulting from
increases or decrease in rates. This process is used in conjunction with EVE measures to identify excessive interest rate risk. In
managing our assets/liability mix, depending on the relationship between long- and short-term interest rates, market conditions
and consumer preference, we may place somewhat greater emphasis on maximizing our net interest margin than on strictly
matching the interest-rate sensitivity of assets and liabilities. Management also believes that the increased net income which
may result from an acceptable mismatch in the actual maturity or re-pricing of its asset and liability portfolios can, during
periods of declining or stable 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 our level of interest-
rate risk is acceptable under this approach.
In evaluating our 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 re-
pricing 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. We consider all of these
factors in monitoring our exposure to interest rate risk.
Item 8.
Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of
Sound Financial Bancorp, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Sound Financial Bancorp, Inc. and Subsidiary
(the “Company”) as of December 31, 2021 and 2020, the related consolidated statements of income,
comprehensive income, stockholders’ equity, and cash flows for the years then ended, and the related notes
(collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial
statements present fairly, in all material respects, the consolidated financial position of the Company as of
December 31, 2021 and 2020, 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.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is
to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public
accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free
of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we
engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to
obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such
opinion.
Our audits included performing procedures to assess the risks of material misstatement of the 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. We believe
that our audits provides a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated
financial statements that were communicated or required to be communicated to the audit committee and that (1)
relate 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 matters below, providing a separate opinion on the critical audit matters or on the
accounts or disclosures to which they relate.
Allowance for Loan Losses
As described in Notes 1 and 5 to the consolidated financial statements, the Company’s allowance for loan losses
balance was $6.3 million at December 31, 2021. The allowance for loan losses is maintained to provide for probable
incurred losses in the loan portfolio based upon evaluating known and inherent risks in the loan portfolio. The level
of the allowance reflects the Company’s view of trends in loan loss activity, current loan portfolio quality and present
economic, political and regulatory conditions. The allowance is provided based upon management's ongoing
assessments of the pertinent factors underlying the quality of the loan portfolio. These factors include, but are not
limited to, changes in the size and composition of the loan portfolio, delinquency levels, actual loan loss experience,
current economic conditions, and detailed analysis of individual loans for which full collectability may not be
assured. The Company uses internally assigned loan grades to stratify loans into pools and to estimate inherent
loss rates for each of the loan pools, which are used in the calculation of the allowance for loan losses. The
Company includes an additional factor to the allowance to account for loans with certain assigned grades that
represent a higher credit risk.
We identified management’s internally assigned grades of loans and the estimation of qualitative factors, both of
which are used in the allowance for loan losses calculation, as critical audit matters. Determination of the assigned
loan grades involves significant management judgement. The qualitative factors are used to estimate losses related
to factors that are not captured in the historical loss rates and are based on management’s evaluation of available
internal and external data and involves significant management judgement. Auditing management’s judgments
relating to the determination of internally assigned grades and qualitative factors involved a high degree of
subjective auditor judgment.
The primary procedures we performed to address this critical audit matter included:
• Obtain an understanding of the design and implementation of controls relating to management’s calculation
of the allowance for loan losses, including controls over the accuracy of assigned loan grades and the
determination of the qualitative factors used.
•
Testing a risk-based, targeted selection of loans to gain substantive evidence that the Company is
appropriately grading these loans in accordance with its policies, and that the assigned loan grades are
reasonable.
• 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.
•
Testing the appropriateness of the methodology and assumptions used in the calculation of the allowance
for loan losses, and testing the calculation itself, including completeness and accuracy of the data used in
the calculation, application of the assigned loan 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 14, 2022
We have served as the Company’s auditor since 2002.
SOUND FINANCIAL BANCORP, INC. AND SUBSIDIARY
Consolidated Balance Sheets
(In thousands, except share and per share amounts)
ASSETS
Cash and cash equivalents
Available-for-sale securities, at fair value
Loans held-for-sale
Loans held for portfolio
Allowance for loan losses
Total loans held for portfolio, net
Accrued interest receivable
Bank-owned life insurance ("BOLI"), net
Other real estate owned ("OREO") and repossessed assets, net
Mortgage servicing rights ("MSR"), at fair value
Federal Home Loan Bank ("FHLB") stock, at cost
Premises and equipment, net
Lease right of use assets, net
Other assets
Total assets
LIABILITIES
Deposits
Interest-bearing
Noninterest-bearing demand
Total deposits
Borrowings
Accrued interest payable
Lease liabilities
Other liabilities
Advance payments from borrowers for taxes and insurance
Subordinated notes, net
Total liabilities
COMMITMENTS AND CONTINGENCIES (Notes 12 and 18)
STOCKHOLDERS' EQUITY
Preferred stock, $0.01 par value, 10,000,000 shares authorized, none issued or outstanding
Common stock, $0.01 par value, 40,000,000 shares authorized, 2,613,768 and 2,592,587
issued and outstanding at December 31, 2021 and 2020, respectively
Additional paid-in capital
Unearned shares - Employee Stock Ownership Plan ("ESOP")
Retained earnings
Accumulated other comprehensive income, net of tax
Total stockholders' equity
Total liabilities and stockholders' equity
See notes to consolidated financial statements
December 31,
2021
2020
$
183,590 $
193,828
8,419
3,094
686,398
10,218
11,604
613,363
(6,306)
(6,000)
680,092
2,217
21,095
659
4,273
1,046
5,819
5,811
3,576
607,363
2,254
14,588
594
3,780
877
6,270
6,722
3,304
$
919,691 $
861,402
$
607,854 $
615,491
190,466
798,320
—
200
6,242
8,571
1,366
11,634
826,333
—
26
27,956
—
65,237
139
93,358
132,490
747,981
—
369
7,134
7,674
1,168
11,592
775,918
—
25
27,106
(113)
58,226
240
85,484
$
919,691 $
861,402
SOUND FINANCIAL BANCORP, INC. AND SUBSIDIARY
Consolidated Statements of Income
(In thousands, except share and per share amounts)
INTEREST INCOME
Loans, including fees
Interest and dividends on investments, cash and cash equivalents
Total interest income
INTEREST EXPENSE
Deposits
Borrowings
Subordinated notes
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
Earnings on cash surrender value of BOLI
Mortgage servicing income
Fair value adjustment on MSRs
Net gain on sale of loans
Total noninterest income
NONINTEREST EXPENSE
Salaries and benefits
Operations
Regulatory assessments
Occupancy
Data processing
Net (gain)/loss and expenses on OREO and repossessed assets
Total noninterest expense
Income before provision for income taxes
Provision for income taxes
Net income
Earnings per common share:
Basic
Diluted
Weighted average number of common shares outstanding:
Basic
Diluted
See notes to consolidated financial statements
Year Ended December 31,
2021
2020
$
33,389 $
34,439
485
33,874
3,282
—
672
3,954
29,920
425
29,495
2,247
416
1,284
497
34,936
7,004
255
191
7,450
27,486
925
26,561
1,905
348
1,027
(808)
(1,857)
4,190
7,329
14,257
5,765
379
1,748
3,263
(16)
25,396
11,428
2,272
9,156 $
6,022
7,445
12,083
5,461
590
1,881
2,658
5
22,678
11,328
2,391
8,937
3.52 $
3.46 $
3.46
3.42
2,582,775
2,626,516
2,562,650
2,592,532
$
$
$
SOUND FINANCIAL BANCORP, INC. AND SUBSIDIARY
Consolidated Statements of Comprehensive Income
(In thousands)
Net income
Available for sale securities:
Unrealized (losses)/gains arising during the year
Income tax benefit/(expense) related to unrealized losses/gains
Other comprehensive (loss)/income, net of tax
Comprehensive income
See notes to consolidated financial statements
Year Ended December 31,
2021
2020
$
9,156 $
8,937
(128)
27
(101)
9,055 $
82
(17)
65
9,002
$
SOUND FINANCIAL BANCORP, INC. AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity
(In thousands, except share and per share amounts)
Shares
Common
Stock
Additional
Paid-in
Capital
Unearned
ESOP Shares
Retained
Earnings
Accumulated Other
Comprehensive
Income, net of tax
Total
Stockholders'
Equity
Balance at December 31, 2020
2,592,587 $
25 $
27,106 $
(113) $
58,226 $
240 $
Net income
Other comprehensive loss, net of tax benefit
Share-based compensation
Restricted stock awards issued
Cash dividends on common stock ($0.78 per share)
Common stock repurchased
Common stock surrendered
Restricted shares forfeited
Common stock options exercised
Allocation of ESOP shares
Balance at December 31, 2021
10,168
(3,657)
—
(4,091)
(1,890)
20,651
1
360
(46)
—
181
355
—
113
9,156
(2,039)
(106)
—
(101)
0
2,613,768 $
26 $
27,956 $
— $
65,237 $
139 $
93,358
Shares
Common
Stock
Additional
Paid-in
Capital
Unearned
ESOP Shares
Retained
Earnings
Accumulated Other
Comprehensive
Income, net of tax
Total
Stockholders'
Equity
Balance at December 31, 2019
2,567,389 $
25 $
26,343 $
(227) $
51,410 $
175 $
Net income
Other comprehensive income, net of tax
Share-based compensation
Restricted stock awards issued
Cash dividends on common stock ($0.80 per share)
Common stock surrendered
Common stock repurchased
Restricted shares forfeited
Common stock options exercised
Allocation of ESOP shares
Balance at December 31, 2020
13,600
(3,423)
(2,477)
(1,915)
19,413
65
8,937
(2,072)
(49)
338
(24)
239
210
114
2,592,587 $
25 $
27,106 $
(113) $
58,226 $
240 $
85,484
See notes to consolidated financial statements
85,484
9,156
(101)
360
—
(2,039)
(152)
—
—
182
468
77,726
8,937
65
338
—
(2,072)
—
(73)
—
239
324
SOUND FINANCIAL BANCORP, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
Adjustments to reconcile net income to net cash from operating activities:
Amortization of net discounts on investments
Provision for loan losses
Depreciation and amortization
Compensation expense related to stock options and restricted stock
Fair value adjustment on mortgage servicing rights
Right of use assets amortization
Change in lease liabilities
Increase in cash surrender value of BOLI
Net change in advances from borrowers for taxes and insurance
Deferred income tax
Net gain on sale of loans
Proceeds from sale of loans held-for-sale
Originations of loans held-for-sale
Net gain on OREO and repossessed assets
Change in operating assets and liabilities:
Accrued interest receivable
Other assets
Accrued interest payable
Other liabilities
Net cash provided by (used in) operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of available-for-sale securities
Proceeds from principal payments, maturities and sales of available-for-sale securities
Net increase in loans
Purchase of BOLI
Purchases of premises and equipment, net
Proceeds from sale of OREO and other repossessed assets
Net cash (used in) provided by investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits
Proceeds from borrowings
Repayment of borrowings
Proceeds from subordinated notes, net
FHLB stock purchased
Common stock repurchases
Allocation of ESOP shares
Dividends paid on common stock
Proceeds from common stock option exercises
Net cash provided by financing activities
Net change in cash and cash equivalents
Year Ended December 31,
2021
2020
$
9,156 $
8,937
134
425
676
360
808
911
(892)
(416)
198
(43)
(4,190)
150,325
(138,926)
(16)
37
(202)
(169)
897
19,073
(1,950)
3,529
(73,238)
(6,091)
(225)
35
(77,940)
50,339
—
—
—
(169)
(152)
468
(2,039)
182
48,629
(10,238)
160
925
905
338
1,857
919
(876)
(348)
(137)
355
(6,022)
258,531
(265,448)
—
(48)
19
143
(694)
(484)
(8,889)
7,909
5,940
(57)
(407)
—
4,496
131,263
174,291
(181,791)
11,582
283
(73)
324
(2,072)
239
134,046
138,058
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income taxes
Interest paid on deposits, borrowings and subordinated debt
Loans transferred from loans held-for-portfolio to OREO and repossessed assets
Noncash transfer from assets in process to premises and equipment
$
$
193,828
183,590 $
55,770
193,828
2,895 $
4,123
84
144
1,960
7,307
19
692
See notes to consolidated financial statements
SOUND FINANCIAL BANCORP, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
Note 1—Organization and Significant Accounting Policies
Sound Financial Bancorp, a Maryland corporation ("Sound Financial Bancorp" or the "Company"), is the parent holding
company for its wholly owned subsidiary, Sound Community Bank (the "Bank") and the Bank's wholly-owned subsidiary,
Sound Community Insurance Agency, Inc. Substantially all of Sound Financial Bancorp's business is conducted through Sound
Community Bank, a Washington state-chartered commercial bank. As a Washington commercial bank, the Bank's regulators
are the Washington State Department of Financial Institutions ("WDFI") and the Federal Deposit Insurance Corporation
("FDIC"). The Board of Governors of the Federal Reserve System ("Federal Reserve") is the primary federal regulator for
Sound Financial Bancorp. The Company’s business activities generally are limited to passive investment activities and
oversight of its investment in the Bank. Accordingly, the information set forth in this report relates primarily to the Bank.
Subsequent events – The Company has evaluated subsequent events for potential recognition and disclosure. See "Note 21—
Subsequent Events" for further information.
Basis of Presentation and Use of Estimates – The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America ("U.S. GAAP") requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities
at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting
period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change
in the near term relate to the determination of the allowance for loan losses, the fair value of MSRs, valuations of impaired
loans and OREO, and the realization of deferred taxes.
The accompanying consolidated financial statements include the accounts of Sound Financial Bancorp and its wholly-owned
subsidiaries, Sound Community Bank and Sound Community Insurance Agency, Inc. All significant intercompany balances
and transactions between Sound Financial Bancorp and its subsidiaries have been eliminated in consolidation.
Cash and cash equivalents – For purposes of reporting cash flows, cash and cash equivalents include cash on hand and in
banks and interest-bearing deposits. All have original maturities of three months or less and may exceed federally insured
limits.
Investment securities – Investment securities are classified into one of three categories: (1) held-to-maturity, (2) available-for-
sale or (3) trading. The Company had no held-to-maturity or trading securities at December 31, 2021 or 2020. Available-for-
sale securities 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/or in
response to changes in interest rates and similar factors. Available-for-sale securities are reported at fair value. Dividend and
interest income are recognized when earned.
Unrealized gains and losses, net of the related deferred tax effect, are reported as a net amount in accumulated other
comprehensive income (loss) on available-for-sale securities in the consolidated balance sheets. Realized gains and losses on
available-for-sale securities, determined using the specific identification method, are included in earnings. Amortization of
premiums and accretion of discounts are recognized as adjustments to interest income using the interest method over the period
to the earlier of call date or maturity.
The Company reviews investment securities on an ongoing basis for the presence of other-than-temporary impairment ("OTTI")
or permanent impairment, taking into consideration current market conditions, fair value in relation to cost, extent and nature of
the change in fair value, issuer rating changes and trends, whether the Company intends to sell a security or if it is likely that the
Company will be required to sell the security before recovery of its amortized cost basis of the investment, which may be
maturity, and other factors. For debt securities, if the Company intends to sell the security or it is likely that it will be required
to sell the security before recovering its cost basis, the entire impairment loss would be recognized in earnings as an OTTI. If
the Company does not intend to sell the security and it is not likely that we will be required to sell the security but we do not
expect to recover the entire amortized cost basis of the security, only the portion of the impairment loss representing credit
losses would be recognized in earnings. The credit loss on a security is measured as the difference between the amortized cost
basis and the present value of the cash flows expected to be collected. Projected cash flows are discounted by the original or
current effective interest rate depending on the nature of the security being measured for potential OTTI.
The remaining impairment related to all other factors, the difference between the present value of the cash flows expected to be
collected and the fair value, is recognized as a charge to other comprehensive income. The Company does not intend to sell
these securities and it is more likely than not that it will not be required to sell the securities before anticipated recovery of the
remaining amortized cost basis. The Company closely monitors its investment securities for changes in credit risk.
Loans held-for-sale – To mitigate interest-rate sensitivity, from time to time, certain fixed-rate mortgage loans are identified as
held-for-sale in the secondary market. Accordingly, such loans are classified as held-for-sale in the consolidated balance sheets
and are carried at the lower of cost or estimated fair market value in the aggregate. Net unrealized losses, if any, are recognized
through a valuation allowance by charges to income. Mortgage loans held-for-sale are generally sold with the mortgage
servicing rights retained by the Company. Gains or losses on sales of loans are recognized based on the difference between the
selling price and the carrying value of the related loans sold based on the specific identification method.
Loans – The Company grants mortgage, commercial, and consumer loans to clients. A substantial portion of the loan portfolio
is represented by loans secured by real estate located throughout the Puget Sound region, especially King, Snohomish and
Pierce Counties, and in Clallam and Jefferson Counties of Washington State. The ability of the Company's debtors to honor
their contracts is dependent upon employment, real estate and general economic conditions in these areas.
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off generally are
reported at their outstanding unpaid principal balance adjusted for any charge-offs, allowance for loan losses, and any deferred
fees or costs on origination of loans. Interest income is accrued on the unpaid principal balance. Loan origination fees, net of
certain direct origination costs, are deferred and recognized as an adjustment of the related loan yield using the interest method
over the contractual life of the loan for term loans or the straight-line method for open-ended loans.
The accrual of interest is discontinued at the time the loan is 90 days past due or if, in management's opinion, the borrower may
be unable to meet payment of obligations as they become due, as well as when required by regulatory provisions. Loans are
typically charged off no later than 120 days past due, unless secured by collateral. Past due status is based on contractual terms
of the loan. In all cases, loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is
considered doubtful.
All interest accrued but not collected for loans that are placed on nonaccrual or charged-off is reversed against interest income.
The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual.
Loans are returned to accrual status when all of the principal and interest amounts contractually due are brought current, future
payments are reasonably assured and payments have been received for six consecutive months.
A loan is considered impaired when it is probable that the Company will be unable to collect all amounts (principal and interest)
due according to the contractual terms of the original loan agreement. When a loan has been identified as being impaired, the
amount of the impairment is measured by using discounted cash flows, except when, as a practical expedient, the current fair
value of the collateral, reduced by costs to sell, is used. When the measurement of the impaired loan is less than the recorded
investment in the loan (including accrued interest), impairment is recognized by charging off the impaired portion or creating or
adjusting a specific allocation of the allowance for loan losses. The Company recognizes interest income on impaired loans,
including cash receipts, based on its existing methods of recognizing interest income on nonaccrual loans.
A loan is classified as a troubled debt restructuring ("TDR") when certain concessions have been made to the contractual terms,
such as reductions of interest rates or deferrals of interest or principal payments due to the borrower's deteriorated financial
condition. All TDRs are reported and accounted for as impaired loans.
In March 2020, the Company began offering short-term loan modifications to assist borrowers during the novel coronavirus
disease 2019 ("COVID-19") pandemic. The Coronavirus Aid, Relief and Economic Security Act ("CARES Act") and related
bank regulatory guidance provides that a short-term modification made in response to COVID-19 and which meets certain
criteria does not need to be placed on nonaccrual status or accounted for as a TDR, pursuant to applicable accounting and
regulatory guidance until the earlier of 60 days after the national emergency termination date or January 1, 2022. At December
31, 2021, there were two one-to-four family residential loans totaling $64 thousand operating under forbearance agreements due
to COVID-19. Since these loans were performing loans that were current on their payments prior to the COVID-19 pandemic,
these modifications are not considered TDRs pursuant to applicable accounting and regulatory guidance until January 1, 2022.
The Company continues to monitor these loans through its normal credit risk processes.
Allowance for loan losses – The allowance for loan losses is a reserve established through a provision for loan losses charged
to expense and represents management's best estimate of probable losses incurred within the existing loan portfolio as of the
balance sheet date. The level of the allowance reflects management's view of trends in loan loss activity, current loan portfolio
quality and present economic, political and regulatory conditions. Portions of the allowance may be allocated for specific loans;
however, the allowance is available for any loan that is charged off. The allowance is increased by provisions charged to
earnings and by recoveries of amounts previously charged off, and is reduced by charge-offs on loans (or portions thereof)
deemed to be uncollectible. Loan charge-offs are recognized when management believes the collectability of the principal
balance outstanding is unlikely. Full or partial charge-offs on collateral dependent impaired loans are generally recognized
when the collateral is deemed to be insufficient to support the carrying value of the loan.
The allowance for loan losses is maintained at a level sufficient to provide for probable credit losses based upon evaluating
known and inherent risks in the loan portfolio. The allowance is provided based upon management's continuing analysis of the
pertinent factors underlying the quality of the loan portfolio. These factors include changes in the size and composition of the
loan portfolio, delinquency levels, actual loan loss experience, current economic conditions, and detailed analysis of individual
loans for which full collectability may not be assured. The detailed analysis includes techniques to estimate the fair value of
loan collateral and the existence of potential alternative sources of repayment. The allowance consists of specific, general and
unallocated components.
The general component of the allowance for loan losses covers non-impaired loans and is determined using a formula-based
approach. The formula first incorporates either the historical loss rates of the Company or the historical loss rates of its peer
group if minimal loss history exists. This historical loss rate factor is then adjusted for qualitative factors. Qualitative factors are
used to estimate losses related to factors that are not captured in the historical loss rates and are based on management’s
evaluation of available internal and external data and involve significant management judgement. Qualitative factors include
changes in lending standards, changes in economic conditions, changes in the nature and volume of loans, changes in lending
management, changes in delinquencies, changes in the loan review system, changes in the value of collateral, the existence of
concentrations, and the impact of other external factors. Finally, the general component of the allowance for loan losses is
adjusted for changes in the assigned grades of loans, which include the following: pass, watch, special mention, substandard,
doubtful, and loss. As loans are downgraded from watch to the lower categories, they are assigned an additional factor to
account for the increased credit risk. Loan grades involve significant management judgment.
For such loans that are also classified as impaired, a specific component within the allowance is established when the
discounted cash flows (or collateral value or observable market price) of the impaired loan are lower than the carrying value of
that loan.
An unallocated component is maintained to cover uncertainties that could affect management's estimate of probable losses. The
unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the
methodologies for estimating specific and general losses in the portfolio.
The Company considers installment loans to be pools of smaller balance, homogenous loans that are collectively evaluated for
impairment, unless such loans are subject to a TDR agreement.
The appropriateness of the allowance for loan losses is estimated based upon those factors and trends identified by management
at the time consolidated financial statements are prepared. When available information confirms that specific loans or portions
thereof are uncollectible, identified amounts are charged against the allowance for loan losses.
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 demonstrated 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.
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 in the consolidated financial statements.
Transfers of financial assets – Transfers of an entire financial asset, or a 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) a group of financial assets or a participating interest in an entire financial asset has 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.
Mortgage servicing rights – MSRs represent the value associated with servicing residential mortgage loans, when the
mortgage loans have been sold into the secondary market and the related servicing has been retained by the Company. The
Company may also purchase MSRs. The value is determined through a discounted cash flow analysis, which uses interest rates,
prepayment speeds and delinquency rate assumptions as inputs. All of these assumptions require a significant degree of
management judgment. The Company measures its mortgage servicing assets at fair value and reports changes in fair value
through earnings under the caption fair value adjustment on MSRs in other income in the period in which the change occurs.
The fair values of servicing rights are subject to significant fluctuations as a result of changes in estimates and actual
prepayment speeds and default rates and losses. Currently, we do not hedge the effects of changes in fair value of our servicing
assets.
Premises and equipment – Premises, leasehold improvements and furniture and equipment are carried at cost, less
accumulated depreciation and amortization. Furniture and equipment are depreciated using the straight-line method over the
estimated useful lives of the assets, which range from 1 to 10 years. The cost of leasehold improvements is amortized using the
straight-line method over the terms of the related leases. The cost of premises is amortized using the straight-line method over
the estimated useful life of the building, up to 39 years. Management reviews premises, leasehold improvements and furniture
and equipment for impairment when factors exist indicating potential impairment.
Bank-owned life insurance, net – The carrying amount of BOLI approximates its fair value, and is estimated using the cash
surrender value, net of any surrender charges.
Federal Home Loan Bank stock – The Company is a member of the FHLB of Des Moines. FHLB stock represents the
Company's investment in the FHLB and is carried at par value, which reasonably approximates its fair value. As a member of
the FHLB, the Company is required to maintain a minimum level of investment in FHLB stock based on specific percentages of
its outstanding mortgages, total assets, or FHLB advances. At December 31, 2021 and 2020, the Company's minimum required
investment in FHLB stock was $1.0 million and $877 thousand, respectively. Typically, the Company may request redemption
at par value of any stock in excess of the minimum required investment. Stock redemptions are at the discretion of the FHLB.
Other real estate owned and repossessed assets – OREO and repossessed assets represent real estate and other assets which
the Company has taken control of in partial or full satisfaction of loans. At the time of foreclosure, OREO and repossessed
assets are recorded at fair value less estimated costs to sell, which becomes the new basis. Any write-downs based on the asset's
fair value at the date of acquisition are charged to the allowance for loan and lease losses. After foreclosure, management
periodically performs valuations such that the property is carried at the lower of its new cost basis or fair value, net of estimated
costs to sell. Revenue and expenses from operations and subsequent adjustments to the carrying amount of the property are
included in other noninterest expense in the consolidated statements of income.
In some instances, the Company may make loans to facilitate the sales of OREO. Management reviews all sales for which it is
the lending institution. Any gains related to sales of other real estate owned may be deferred until the buyer has a sufficient
investment in the property.
Leases – We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use
assets and operating lease liabilities in our consolidated balance sheets. Right-of-use 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.
Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease
payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental
borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at
commencement date. The operating lease right-of-use asset also includes any lease payments made and excludes lease
incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will
exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Additionally,
for equipment leases, we apply a portfolio approach to effectively account for the operating lease right-of-use assets and
liabilities. The Company has not entered into leases that meet the definition of a financing lease.
Income Taxes – Income taxes are accounted for using the asset and liability method. Under this method a deferred tax asset or
liability is determined based on the enacted tax rates which will be in effect when the differences between the financial
statement carrying amounts and tax basis of existing assets and liabilities are expected to be reported in the Company's income
tax returns. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the
enactment date. Valuation allowances are established to reduce the net carrying 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.
Segment reporting – The Company operates in one segment and makes management decisions based on consolidated results.
The Company's operations are solely in the financial services industry and include providing to its clients traditional banking
and other financial services.
Off-balance-sheet credit-related financial instruments – In the normal course of operations, the Company engages in a
variety of financial transactions that are not recorded in our financial statements. These transactions involve varying degrees of
off-balance sheet credit, interest rate and liquidity risks. These transactions are used primarily to manage customers' requests for
funding and take the form of loan commitments, letters of credit and lines of credit. Such financial instruments are recorded
when they are funded. The Company also maintains a separate allowance for off-balance sheet credit commitments.
Management estimates anticipated losses using historical data and utilization assumptions. The allowance for off-balance sheet
credit commitments totaled $405 thousand and $256 thousand at December 31, 2021 and 2020 and is included in other
liabilities on the consolidated balance sheets.
Advertising costs – The Company expenses advertising costs as they are incurred. Advertising costs, including other marketing
expenses were $415 thousand and $249 thousand for the years ended December 31, 2021 and 2020, respectively.
Comprehensive income – Accounting principles generally require that recognized revenue, expenses, gains, and losses be
included in net income. Certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale
investments, are reported as a separate component of the equity section of the consolidated balance sheets, net of tax. Such
items, along with net income, are components of comprehensive income.
Intangible assets – At December 31, 2021 and 2020, the Company had $97 thousand and $128 thousand, respectively, of
identifiable intangible assets included in other assets as a result of the acquisition of deposits from other institutions. These
assets are amortized using the straight-line method over a period of eight to ten years and have a remaining weighted average
life of 3.3 years. Management reviews intangible assets for impairment on an annual basis. No impairment losses have been
recognized in the periods presented.
Employee stock ownership plan – The Company sponsors a internally-leveraged ESOP. As shares are committed to be
released, compensation expense is recorded equal to the market price of the shares, and the shares become outstanding for
purposes of earnings per share calculations. Cash dividends on allocated shares (those credited to ESOP participants' accounts)
are recorded as a reduction of stockholders' equity and distributed directly to participants' accounts. Cash dividends on
unallocated shares (those held by the ESOP not yet credited to participants' accounts) are used to pay administrative expenses
and debt service requirements of the ESOP. See "Note 14—Employee Benefits" for further information.
Unearned ESOP shares are shown as a reduction of stockholders' equity. When the shares are released, unearned common
shares held by the ESOP are reduced by the cost of the ESOP shares released and the differential between the fair value and the
cost is charged to additional paid in capital. The loan receivable from the ESOP to the Company is not reported as an asset nor
is the debt of the ESOP reported as a liability on the Company's consolidated statements of condition.
Earnings Per Common Share – Earnings per share is computed using the two-class method. Basic earnings per share is
computed by dividing net income available to common shares by the weighted average number of common shares outstanding
during the period, excluding any participating securities. Participating securities include unvested restricted shares. Unvested
restricted shares are considered participating securities because holders of these securities receive non-forfeitable dividends at
the same rate as the holders of the Company's common stock. Diluted earnings per share is computed by dividing net income
available to common stockholders adjusted for reallocation of undistributed earnings of unvested restricted shares by the
weighted average number of common shares determined for the basic earnings per share plus the dilutive effect of common
stock equivalents using the treasury stock method based on the average market price for the period. Some stock options are
anti-dilutive and therefore are not included in the calculation of diluted earnings per share.
Fair value – Fair value is the price that would be received when an asset is sold or a liability is transferred in an orderly
transaction between market participants at the measurement date.
Fair values of the Company's financial instruments are based on the fair value hierarchy which requires an entity to maximize
the use of observable inputs, typically market data obtained from third parties, and minimize the use of unobservable inputs,
which reflects its estimates for market assumptions, when measuring fair value.
Three levels of valuation inputs are ranked in accordance with the prescribed fair value hierarchy as follows:
Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities
in markets that are not active.
Level 3: Assets or liabilities whose significant value drivers are unobservable.
In determining the appropriate levels, the Company performs a detailed analysis of the assets and liabilities that are subject to
fair value measurements. In certain cases, the inputs used to measure fair value of an asset or liability may fall into different
levels of the fair value hierarchy. The level within which the fair value measurement is categorized is based on the lowest level
unobservable input that is significant to the fair value measurement in its entirety. Therefore, an item may be classified in Level
3 even though there may be some significant inputs that are readily observable.
Share-Based Compensation – The Company measures the cost of employee services received in exchange for an award of
equity instruments based on the grant date fair value of the award. These costs are recognized on a straight-line basis over the
vesting period during which an employee is required to provide services in exchange for the award, also known as the requisite
service period. The Company uses the Black-Scholes option pricing model to estimate the fair value of stock options granted.
When determining the estimated fair value of stock options granted, the Company utilizes various assumptions regarding the
expected volatility of the stock price, the risk-free interest rate for periods within the contractual life of the stock option, and the
expected dividend yield that the Company expects over the expected life of the options granted. Reductions in compensation
expense associated with forfeited options are expensed based on actual forfeiture experience. The Company measures the fair
value of the restricted stock using the closing market price of the Company's common stock on the date of grant. The Company
expenses the grant date fair value of the Company's stock options and restricted stock with a corresponding increase in equity.
When shares are required to be issued under share-based awards, it is typically the Company’s policy to issue new shares of
stock.
Reclassifications – Certain amounts reported in prior years' consolidated financial statements may be reclassified to conform to
the current presentation. The results of the reclassifications are typically not considered material and have no effect on
previously reported net income, earnings per share or stockholders' equity. There were no reclassifications to prior year
amounts in the current year.
Note 2—Accounting Pronouncements Recently Issued or Adopted
The Coronavirus Aid, Relief and Economic Security Act ("CARES Act"), signed into law on March 27, 2020, provides relief
from certain accounting and financial reporting requirements under U.S. GAAP. Section 4013 of the CARES Act provides
temporary relief from the accounting and reporting requirements for troubled debt restructurings (“TDRs”) under Accounting
Standards Codification ("ASC") 310-40 for loan modifications related to the novel coronavirus disease 2019 ("COVID-19")
pandemic. In addition, on April 7, 2020, a group of banking agencies issued an interagency statement (“Interagency
Statement”) for evaluating whether loan modifications that occur in response to the COVID-19 pandemic are TDRs. The
Interagency Statement was originally issued on March 22, 2020, but the banking agencies revised it to address the relationship
between their TDR accounting and disclosure guidance and the TDR guidance in Section 4013 of the CARES Act. Section
4013 of the CARES Act permits the suspension of ASC 310-40 for loan modifications that are made by financial institutions in
response to the COVID-19 pandemic if (1) the borrower was not more than 30 days past due as of December 31, 2019, and (2)
the modifications are related to arrangements that defer or delay the payment of principal or interest, or change the interest rate
on the loan. The Interagency Statement indicates that a lender can conclude that a borrower is not experiencing financial
difficulty if either (1) short-term (e.g., six months) modifications are 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 loans in which
the borrower is less than 30 days past due on its contractual payments at the time a modification program is implemented, or (2)
the modification or deferral program is mandated by the federal government or a state government. Accordingly, any loan
modification made in response to the COVID-19 pandemic that meets either of these practical expedients would not be
considered a TDR. The Company adopted this guidance effective March 27, 2020. On December 27, 2020, the Consolidated
Appropriations Act 2021 (“CAA 2021”) was signed into law. Among other purposes, CAA 2021 provides coronavirus
emergency response and relief, including extending relief offered under the CARES Act related to restructured loans 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.
In October 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-08,
“Receivables – Nonrefundable Fees and Other Costs” (“ASU 2020-08”). ASU 2020-08 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. ASU
2020-08 is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The
Company adopted this ASU effective January 1, 2021. The adoption of ASU 2018-13 did not have a material impact on the
Company's consolidated financial statements.
On March 2020, the FASB issued ASU No. 2020-04, "Reference Rate Reform" ("Topic 848"). 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 re-measurement or reassessment of a previous accounting determination. In January 2021, ASU
2021-01 clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting
apply to derivatives that are affected by the discounting transition. A portion of the Bank’s commercial real estate loans and its
interest rate swap-related transactions are the majority of the Company's LIBOR exposure. Effective January 25, 2021, the
Company adhered to the Interbank Offered Rate Fallbacks Protocol as published by the International Swaps and Derivatives
Association, Inc. and recommended by the Alternative Reference Rates Committee.This ASU is effective for all entities as of
March 12, 2020 through December 31, 2022. The Company does not expect the adoption of ASU 2020-04 to have a material
impact on its consolidated financial statements.
In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income
Taxes. This ASU simplifies the accounting for income taxes by removing the exception to the incremental approach for intra-
period tax allocation when there is a loss from continuing operations and income or a gain from other items, removing the
requirement to recognize a deferred tax liability for equity method investments when a foreign subsidiary becomes an equity
method investment, and removing the general methodology for calculating income taxes in an interim period when a year-to-
date loss exceeds the anticipated loss for the year. This ASU is effective for fiscal years, and interim periods within those fiscal
years, beginning after December 15, 2020. The adoption of ASU 2019-12 did not have a material impact on the Company's
consolidated financial statements.
In August 2018, the FASB issued ASU No. 2018-14, Compensation - Retirement Benefits - Defined Benefit Plans - General
(Subtopic 715-20): Disclosure Framework - Changes to the Disclosure Requirements for Defined Benefit Plans. This ASU
modifies disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. Disclosure
requirements removed from FASB Subtopic 715-20 include the amounts in accumulated other comprehensive income expected
to be recognized as components of net periodic benefit cost over the next fiscal year, the amount and timing of plan assets
expected to be returned to the employer, related party disclosures about the amount of future annual benefits covered by
insurance and annuity contracts and significant transactions between the employer or related parties and the plan, and, for
public entities, the effects of a one-percentage-point change in assumed health care cost trend rates on the aggregate of the
service and interest cost components of net periodic benefit costs and benefit obligation for postretirement health care benefits.
Disclosure requirements added to FASB Subtopic 715-20 include the weighted-average interest crediting rates for cash balance
plans and other plans with promised interest crediting rates, and an explanation of the reasons for significant gains and losses
related to changes in the benefit obligation for the period. This ASU is effective for fiscal years ending after December 15,
2020. The Company adopted this ASU effective January 1, 2021. The adoption of ASU No. 2018-14 did not have a material
impact on the Company's consolidated financial statements.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit
Losses on Financial Instruments. This ASU replaces the existing incurred loss impairment methodology that recognizes credit
losses when a probable loss has been incurred with new methodology where loss estimates are based upon lifetime expected
credit losses. The amendments in this ASU require a financial asset that is measured at amortized cost to be presented at the net
amount expected to be collected. The income statement would then reflect the measurement of credit losses for newly
recognized financial assets as well as changes to the expected credit losses that have taken place during the reporting period.
The change in allowance recognized as a result of adoption will occur through a cumulative-effect adjustment to retained
earnings as of the beginning of the first reporting period in which the ASU is adopted. The new guidance may result in an
increase in the allowance for loan losses; however, the Company is still in the process of determining the magnitude of the
change and its impact on the Company's consolidated financial statements. The FASB issued ASU No. 2019-10, Financial
Instruments - Credit Losses (Topic 326), delaying implementation of ASU No. 2016-13 for SEC smaller reporting company
filers until fiscal years beginning after December 15, 2022. The Bank meets the requirements of a smaller reporting company
and will delay implementation of ASU No. 2016-13.
Note 3—Restricted Cash
Federal Reserve System ("Federal Reserve") regulations require that the Company maintain certain minimum reserve balances
either as cash on hand or on deposit with the Federal Reserve Bank, based on a percentage of deposits. In March 2020, the
Federal Reserve announced that it would be reducing the reserve requirement for all depository institutions to zero percent
effective March 26, 2020. The Company' reserve balances were zero at December 31, 2021 and 2020, respectively.
Note 4—Investments
The amortized cost and fair value of available-for-sale securities and the corresponding amounts of gross unrealized gains and
losses at December 31, 2021 and 2020 were as follows (in thousands):
December 31, 2021
Municipal bonds
Agency mortgage-backed securities
Total available-for-sale securities
December 31, 2020
Municipal bonds
Agency mortgage-backed securities
Total available-for-sale securities
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Fair Value
$
$
$
$
5,931 $
2,312
8,243 $
5,209 $
4,706
9,915 $
148 $
53
201 $
204 $
105
309 $
(13) $
(12)
(25) $
6,066
2,353
8,419
— $
(6)
(6) $
5,413
4,805
10,218
The following table details the amortized cost and fair value of available-for-sale securities at December 31, 2021, by
contractual maturity (in thousands). Expected maturities of available-for-sale securities may differ from contractual maturities
because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Investments
not due at a single maturity date, primarily mortgage-backed securities, are shown separately.
Due within one year
Due in one to five years
Due after five to ten years
Due after ten years
Mortgage-backed securities
Total
December 31, 2021
Amortized
Cost
Fair
Value
$
$
260 $
151
1,226
4,294
2,312
8,243 $
266
160
1,319
4,321
2,353
8,419
Weighted-
Average
Yield
3.80 %
2.58
5.27
2.68
1.81
3.12 %
There were no pledged securities at December 31, 2021 and 2020. There were no sales of available-for-sale securities during
the years ended December 31, 2021 and 2020.
The following tables summarize the aggregate fair value and gross unrealized loss by length of time of those investments that
have been in a continuous unrealized loss position at December 31, 2021 and 2020 (in thousands):
December 31, 2021
Less Than 12 Months
12 Months or Longer
Total
Fair
Value
Unrealized
Loss
Fair
Value
Unrealized
Loss
Fair
Value
Unrealized
Loss
Municipal bonds
Agency mortgage-backed securities
Total
$
$
$
1,632 $
— $
1,632 $
(13) $
— $
(13) $
— $
402 $
402 $
— $
(12) $
(12) $
1,632 $
402 $
2,034 $
(13)
(12)
(25)
December 31, 2020
Less Than 12 Months
12 Months or Longer
Total
Fair
Value
Unrealized
Loss
Fair
Value
Unrealized
Loss
Fair
Value
Unrealized
Loss
Agency mortgage-backed securities
Total
$
$
1,618 $
1,618 $
(6) $
(6) $
— $
— $
— $
— $
1,618 $
1,618 $
(6)
(6)
There were no credit losses recognized in earnings during the years ended December 31, 2021 and 2020 relating to the
Company's securities.
At December 31, 2021, the securities portfolio consisted of 10 agency mortgage-backed securities and 10 municipal securities
with a fair value of $8.4 million. At December 31, 2020, the securities portfolio consisted of 16 agency mortgage-backed
securities and 10 municipal bonds with a fair value of $10.2 million. At December 31, 2021, there were two securities in an
unrealized loss position for less than 12 months, and there was one security in an unrealized loss position for more than 12
months. At December 31, 2020, there were six securities in an unrealized loss position for less than 12 months, and there were
no securities in an unrealized loss position for more than 12 months. For both the 2021 and 2020 periods, the unrealized losses
were caused by changes in market interest rates or the widening of market spreads subsequent to the initial purchase of these
securities, and not related to the underlying credit of the issuers or the underlying collateral. It is expected that these securities
will not be settled at a price less than the amortized cost of each investment. The unrealized losses on these investments are not
considered OTTI losses during the years ended December 31, 2021 and 2020, because the decline in fair value is not
attributable to credit quality and because we do not intend, and it is not likely that we will be required, to sell these securities
before recovery of their amortized cost basis.
Note 5—Loans
The composition of the loan portfolio, excluding loans held-for-sale, at December 31, 2021 and 2020 is as follows (in
thousands):
Real estate loans:
One-to-four family
Home equity
Commercial and multifamily
Construction and land
Total real estate loans
Consumer loans:
Manufactured homes
Floating homes
Other consumer
Total consumer loans
Commercial business loans
Total loans
Premiums for purchased loans(1)
Deferred fees
Total loans, gross
Allowance for loan losses
Total loans, net
December 31,
2021
2020
$
207,660 $
130,657
13,250
278,175
63,105
562,190
21,636
59,268
16,748
97,652
28,026
16,265
265,774
62,752
475,448
20,941
39,868
15,024
75,833
64,217
687,868
615,498
897
—
(2,367)
(2,135)
686,398
(6,306)
680,092 $
613,363
(6,000)
607,363
$
(1)
Includes premiums of $556 thousand related to one-to-four family loans, $181 thousand related to commercial and multifamily loans, and $160
thousand related to commercial business loans as of December 31, 2021.
The Company was automatically authorized to participate in the Small Business Administration's (“SBA”) Paycheck Protection
Program (“PPP”) as a qualified U.S. SBA lender. The Bank began originating PPP loans following the enactment of the
CARES Act in April 2020. PPP loans are fully guaranteed by the SBA, intended for businesses impacted by the COVID-19
pandemic and designed to provide near term relief to help small businesses sustain operations. These loans have either a two-
year or five-year maturity date and earn interest at 1%. The Bank also earns a fee based on the size of the loan, which is
recognized over the life of the loan. Through December 31, 2021, the Bank had funded PPP loans totaling $119.2 million, $4.2
million of which remained outstanding at December 31, 2021. PPP loans are included in commercial business loans above.
During the year ended December 31, 2021, the Company purchased $24.1 million of one-to-four family real estate loans and
$4.3 million of commercial business participations with the United States Department of Agriculture. The Company purchased
no loans during the year ended December 31, 2020.
The following table presents the balance in the allowance for loan losses and the unpaid principal balance in loans, net of partial
charge-offs by portfolio segment and based on impairment method at December 31, 2021 (in thousands):
Allowance:
Individually
Evaluated for
Impairment
Allowance:
Collectively
Evaluated for
Impairment
Ending Balance
Loans Held for
Investment:
Individually
Evaluated for
Impairment
Loans Held for
Investment:
Collectively
Evaluated for
Impairment
Ending Balance
One-to-four family
$
112 $
1,290 $
1,402 $
4,066 $
203,594 $
207,660
Home equity
Commercial and multifamily
Construction and land
Manufactured homes
Floating homes
Other consumer
Commercial business
Unallocated
Total
7
—
4
144
—
26
—
—
86
2,340
646
331
372
284
269
395
93
2,340
650
475
372
310
269
395
215
2,380
68
221
493
106
176
—
13,035
275,795
63,037
21,415
58,775
16,642
27,850
—
13,250
278,175
63,105
21,636
59,268
16,748
28,026
—
$
293 $
6,013 $
6,306 $
7,725 $
680,143 $
687,868
The following table presents the balance in the allowance for loan losses and the unpaid principal balance in loans, net of partial
charge-offs by portfolio segment and based on impairment method at December 31, 2020 (in thousands):
Allowance:
Individually
Evaluated for
Impairment
Allowance:
Collectively
Evaluated for
Impairment
Ending Balance
Loans Held for
Investment:
Individually
Evaluated for
Impairment
Loans Held for
Investment:
Collectively
Evaluated for
Impairment
Ending Balance
One-to-four family
$
165 $
898 $
1,063 $
3,705 $
126,952 $
130,657
Home equity
Commercial and multifamily
Construction and land
Manufactured homes
Floating homes
Other consumer
Commercial business
Unallocated
Total
14
—
6
163
—
30
—
—
133
2,370
572
366
328
258
291
406
147
2,370
578
529
328
288
291
406
293
353
77
265
518
114
615
—
15,972
265,421
62,675
20,676
39,350
14,910
63,602
—
16,265
265,774
62,752
20,941
39,868
15,024
64,217
—
$
378 $
5,622 $
6,000 $
5,940 $
609,558 $
615,498
The following table summarizes the activity in the allowance for loan losses for the year ended December 31, 2021 (in
thousands):
One-to-four family
Home equity
Commercial and multifamily
Construction and land
Manufactured homes
Floating homes
Other consumer
Commercial business
Unallocated
Beginning
Allowance Charge-offs Recoveries
(Recapture)
/ Provision
Ending
Allowance
$
1,063 $
147
2,370
578
529
328
288
291
406
(76) $
(8)
—
—
(2)
—
(50)
—
—
— $
415 $
1,402
6
—
—
3
—
6
2
—
(52)
(30)
72
(55)
44
66
(24)
(11)
93
2,340
650
475
372
310
269
395
$
6,000 $
(136) $
17 $
425 $
6,306
The following table summarizes the activity in the allowance for loan losses for the year ended December 31, 2020 (in
thousands):
One-to-four family
Home equity
Commercial and multifamily
Construction and land
Manufactured homes
Floating homes
Other consumer
Commercial business
Unallocated
Beginning
Allowance Charge-offs Recoveries
$
(Recapture)
/ Provision
1,120 $
178
1,696
492
480
283
112
331
948
5,640 $
(20) $
(2)
—
—
—
—
(48)
(620)
—
(690) $
$
63 $
46
—
—
2
—
14
—
—
125 $
Ending
Allowance
1,063
147
2,370
578
529
328
288
291
406
6,000
(100) $
(75)
674
86
47
45
210
580
(542)
925 $
Credit Quality Indicators. Federal regulations provide for the classification of lower quality assets as substandard, doubtful or
loss. An asset is considered substandard if it is inadequately protected by the current net worth and payment 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 assets classified substandard with the added characteristic that the weaknesses make collection or liquidation of the
assets in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. Assets
classified as loss are those considered uncollectible and of such little value that their continuance as assets without
establishment of a specific loss reserve is not warranted.
When the Company classifies problem loans as either substandard or doubtful, it may establish a specific allowance in an
amount we deem prudent to address the risk specifically (if the loan is impaired) or it may allow the loss to be addressed in the
general allowance (if the loan is not impaired). General allowances represent loss reserves which have been established to
recognize the inherent risk associated with lending activities, but which, unlike specific allowances, have not been specifically
allocated to particular problem assets. When the Company classifies problem loans as a loss, it charges-off such loans in the
period in which they are deemed uncollectible. Assets that do not currently expose the Company to sufficient risk to warrant
classification as substandard or doubtful but possess identified weaknesses are classified as either watch or special mention
loans. Determination as to the classification of our assets and the amount of our valuation allowances is subject to review by the
FDIC, the Bank's federal regulator, and the WDFI, the Bank's state banking regulator, both of whom can order the
establishment of additional loss allowances. Pass rated loans are loans that are not otherwise classified or criticized.
The following table represents the internally assigned grades at December 31, 2021, by type of loan (in thousands):
One-to-
four
Family
Home
Equity
Commercial
and
Multifamily
Construction
and Land
Manufactured
Homes
Floating
Homes
Other
Consumer
Commercial
Business
Total
$ 203,883 $ 12,904 $
233,300 $
56,310 $
21,137 $ 58,171 $ 16,728 $
23,713 $ 626,146
363
—
3,414
—
—
23
—
323
—
—
32,770
4,553
7,552
—
—
4,347
830
1,618
—
—
305
—
194
—
—
—
604
493
—
—
—
—
20
—
—
3,561
211
541
—
—
41,369
6,198
14,155
—
—
$ 207,660 $ 13,250 $
278,175 $
63,105 $
21,636 $ 59,268 $ 16,748 $
28,026 $ 687,868
Special Mention
Grade:
Pass
Watch
Substandard
Doubtful
Loss
Total
The following table represents the internally assigned grades at December 31, 2020, by type of loan (in thousands):
One-to-
four
Family
Home
Equity
Commercial
and
Multifamily
Construction
and Land
Manufactured
Homes
Floating
Homes
Other
Consumer
Commercial
Business
Total
$ 113,185 $ 15,556 $
228,652 $
44,360 $
19,606 $ 38,746 $ 15,000 $
56,743 $ 531,848
15,142
—
2,330
—
—
245
—
464
—
—
22,945
10,813
3,364
—
—
13,808
3,939
645
—
—
1,115
—
220
—
—
604
—
518
—
—
—
—
24
—
—
5,202
310
1,962
—
—
59,061
15,062
9,527
—
—
$ 130,657 $ 16,265 $
265,774 $
62,752 $
20,941 $ 39,868 $ 15,024 $
64,217 $ 615,498
Special Mention
Grade:
Pass
Watch
Substandard
Doubtful
Loss
Total
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 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 of obligations as they become due, as well as when
required by regulatory provisions.
The following table presents the recorded investment in nonaccrual loans at December 31, 2021 and 2020, by type of loan (in
thousands):
One-to-four family
Home equity
Commercial and multifamily
Construction and land
Manufactured homes
Floating homes
Commercial business
Total
December 31,
2021
2020
2,207 $
140
2,380
33
122
493
176
5,552 $
1,668
156
353
40
149
518
—
2,884
$
$
The following table represents the aging of the recorded investment in past due loans (excluding COVID-19 modified loans) at
December 31, 2021, by type of loan (in thousands):
30-59 Days
Past Due
60-89 Days
Past Due
Greater
than 90
Days Past
Due
Recorded
Investment
> 90 Days
and
Accruing
Total
Past Due
Current
Total
Loans
One-to-four family
$
1,805 $
58 $
87 $
— $
1,950 $ 205,710 $ 207,660
Home equity
Commercial and
multifamily
Construction and land
Manufactured homes
Floating homes
Other consumer
Commercial business
—
—
837
123
—
2
6
—
—
—
—
—
76
—
140
—
—
59
244
—
176
—
—
—
—
—
—
—
140
—
837
182
244
78
182
13,110
13,250
278,175
278,175
62,268
21,454
59,024
16,670
27,844
63,105
21,636
59,268
16,748
28,026
Total
$
2,773 $
134 $
706 $
— $
3,613 $ 684,255 $ 687,868
The following table represents the aging of the recorded investment in past due loans (excluding COVID-19 modified loans) at
December 31, 2020, by type of loan (in thousands):
30-59 Days
Past Due
60-89 Days
Past Due
Greater
Than 90
Days Past
Due
Recorded
Investment
> 90 Days
and
Accruing
Total
Past Due
Current
Total
Loans
One-to-four family
$
498 $
362 $
1,407 $
— $
2,267 $ 128,390 $ 130,657
Home equity
Commercial and
multifamily
Construction and land
Manufactured homes
Floating homes
Other consumer
Commercial business
102
—
690
159
—
15
583
—
—
—
74
269
1
—
112
353
40
149
249
—
—
—
—
—
—
—
—
—
214
353
730
382
518
16
583
16,051
16,265
265,421
265,774
62,022
20,559
39,350
15,008
63,634
62,752
20,941
39,868
15,024
64,217
Total
$
2,047 $
706 $
2,310 $
— $
5,063 $ 610,435 $ 615,498
Nonperforming Loans. Loans are considered nonperforming when they are placed on nonaccrual.
The following table represents the credit risk profile based on payment activity at December 31, 2021, by type of loan (in
thousands):
One-to-four
Family
Home
Equity
Commercial
and
Multifamily
Construction
and Land
Manufactured
Homes
Floating
Homes
Other
Consumer
Commercial
Business
Total
Performing
$
205,453 $ 13,110 $
275,795 $
63,072 $
21,514 $ 58,775 $
16,748 $
27,850 $ 682,316
Nonperforming
2,207
140
2,380
33
122
493
—
176
5,552
Total
$
207,660 $ 13,250 $
278,175 $
63,105 $
21,636 $ 59,268 $
16,748 $
28,026 $ 687,868
The following table represents the credit risk profile based on payment activity at December 31, 2020, by type of loan (in
thousands):
One-to-four
Family
Home
Equity
Commercial
and
Multifamily
Construction
and Land
Manufactured
Homes
Floating
Homes
Other
Consumer
Commercial
Business
Total
Performing
$
128,989 $ 16,109 $
265,421 $
62,712 $
20,792 $ 39,350 $
15,024 $
64,217 $ 612,614
Nonperforming
1,668
156
353
40
149
518
—
—
2,884
Total
$
130,657 $ 16,265 $
265,774 $
62,752 $
20,941 $ 39,868 $
15,024 $
64,217 $ 615,498
Impaired Loans. A loan is considered impaired when it is determined that the Company may not be able to collect payments of
principal or interest when due under the terms of the loan. In the process of identifying loans as impaired, the Company takes
into consideration factors which include payment history and status, collateral value, financial condition of the borrower, and
the probability of collecting scheduled payments in the future. Minor payment delays and insignificant payment shortfalls
typically do not result in a loan being classified as impaired. The significance of payment delays and shortfalls is considered on
a case-by-case basis, after taking into consideration the totality of circumstances surrounding the loan and the borrower,
including payment history. Impairment is measured on a loan-by-loan basis for all loans in the portfolio. All TDRs are also
classified as impaired loans and are included in the loans individually evaluated for impairment in the calculation of the
allowance for loan losses.
Impaired loans at December 31, 2021 and 2020, by type of loan were as follows (in thousands):
One-to-four family
Home equity
Commercial and multifamily
Construction and land
Manufactured homes
Floating homes
Other consumer
Commercial business
Total
December 31, 2021
Recorded Investment
Unpaid
Principal
Balance
Without
Allowance
With
Allowance
Total
Recorded
Investment
Related
Allowance
$
4,177 $
215
2,380
3,109 $
140
2,380
957 $
75
—
4,066 $
215
2,380
68
221
493
106
176
33
44
493
—
176
35
177
—
106
—
68
221
493
106
176
112
7
—
4
144
—
26
—
$
7,836 $
6,375 $
1,350 $
7,725 $
293
One-to-four family
Home equity
Commercial and multifamily
Construction and land
Manufactured homes
Floating homes
Other consumer
Commercial business
Total
December 31, 2020
Recorded Investment
Unpaid
Principal
Balance
Without
Allowance
With
Allowance
Total
Recorded
Investment
Related
Allowance
$
3,791 $
2,392 $
1,313 $
3,705 $
165
293
353
77
268
518
114
615
156
353
40
47
518
—
615
137
—
37
218
—
114
—
293
353
77
265
518
114
615
14
—
6
163
—
30
—
$
6,029 $
4,121 $
1,819 $
5,940 $
378
The following table provides the average recorded investment and interest income on impaired loans for the year ended
December 31, 2021 and 2020, by type of loan (in thousands):
One-to-four family
Home equity
Commercial and multifamily
Construction and land
Manufactured homes
Floating homes
Other consumer
Commercial business
Total
Year Ended
December 31, 2021
Year Ended
December 31, 2020
Average
Recorded
Investment
Interest
Income
Recognized
Average
Recorded
Investment
Interest
Income
Recognized
$
3,471 $
198 $
6,067 $
175
287
617
111
239
508
110
318
16
138
4
17
18
5
2
332
398
479
366
429
130
1,062
17
19
4
24
30
5
19
$
5,661 $
398 $
9,263 $
293
Forgone interest on nonaccrual loans was $312 thousand and $168 thousand for the year ended December 31, 2021 and 2020,
respectively.
Troubled debt restructurings. TDRs, accounted for under ASC 310-40, are loans which have renegotiated loan terms to assist
borrowers who are unable to meet the original terms of their loans. Such modifications to loan terms may include a lower
interest rate, a reduction in principal, or a longer term to maturity. Once a TDR has performed according to its modified terms
for six months and the collection of principal and interest under the revised terms is deemed probable, we remove the TDR
from nonperforming status. Loans classified as TDRs totaled $2.6 million and $3.2 million at December 31, 2021 and 2020,
respectively, and are included in impaired loans. The Company has granted, in its TDRs, a variety of concessions to borrowers
in the form of loan modifications. The modifications granted can generally be described in the following categories:
Rate Modification: A modification in which the interest rate is changed.
Term Modification: A modification in which the maturity date, timing of payments or frequency of payments is changed.
Payment Modifications: A modification in which the dollar amount of the payment is changed. Interest only modifications in
which a loan is converted to interest only payments for a period of time are included in this category.
Combination Modification: Any other type of modification, including the use of multiple categories above.
There was one loan totaling $25 thousand that was modified as a TDR during the year ended December 31, 2021. The
following TDR loans were paid off during the year ended December 31, 2021: one commercial loans totaling $429 thousand
and one home equity loan totaling $57 thousand.
There were no TDRs for which there was a payment default within the first 12 months of modification during the year ended
December 31, 2021. There was one TDR totaling $161 thousand for which there was a payment default within the first 12
months of modification during the year ended December 31, 2020.
There was one commercial business TDR loan totaling $45 thousand that was charged off during the year ended December 31,
2021 and one commercial business TDR loan totaling $97 thousand that was charged off during the year ended December 31,
2020.
The Company had no commitments to extend additional credit to borrowers owing receivables whose terms have been modified
into TDRs.
In the ordinary course of business, the Company makes loans to its employees, officers and directors. Certain loans to
employees, officers and directors are offered at discounted rates as compared to other clients as permitted by federal
regulations. Employees, officers, and directors are eligible for mortgage loans with an adjustable rate that resets annually to
1.0% - 1.5% over the Bank's rolling cost of funds. Employees, officers and directors are also eligible for consumer loans that
are 1.00% below the market loan rate at the time of origination. Director and officer loans are summarized as follows (in
thousands):
Balance, beginning of period
Advances
New / (reclassified) loans, net
Repayments
Balance, end of period
December 31,
2021
2020
$
$
3,995 $
—
551
(181)
4,365 $
3,225
196
1,233
(659)
3,995
At December 31, 2021 and 2020, loans totaling $7.3 million and $11.8 million, respectively, represented real estate secured
loans that had current loan-to-value ratios above supervisory guidelines.
Note 6—Mortgage Servicing Rights
The Company’s MSR portfolio totaled $508.1 million at December 31, 2021, compared to $488.7 million at December 31,
2020. Of this total balance, the unpaid principal balance of loans serviced for Federal National Mortgage Association (“Fannie
Mae”) at December 31, 2021 and 2020 was $504.1 million and $481.6 million, respectively. The unpaid principal balances of
loans serviced for other financial institutions at December 31, 2021 and 2020, totaled $4.0 million and $7.1 million,
respectively. Loans serviced for Fannie Mae and others are not included in the Company’s financial statements as they are not
assets of the Company.
A summary of the change in the balance of mortgage servicing assets at December 31, 2021 and 2020 were as follows (in
thousands):
Beginning balance, at fair value
Servicing rights that result from transfers and sale of financial assets
Changes in fair value:
Due to changes in model inputs or assumptions(1)
Ending balance, at fair value
December 31,
2021
2020
$
$
3,780 $
1,301
(808)
4,273 $
3,239
2,398
(1,857)
3,780
(1) Includes changes due to collection/realization of expected cash flows and curtailments.
The key economic assumptions used in determining the fair value of mortgage servicing rights at the dates indicated are as
follows:
Prepayment speed (Public Securities Association "PSA" model)
Weighted-average life
Yield to maturity discount rate
December 31,
2021
2020
205 %
5.8 years
12.5 %
247 %
5.2 years
10.0 %
The amount of contractually specified servicing, late and ancillary fees earned on the mortgage servicing rights are included in
mortgage servicing income on the Consolidated Statements of Income and totaled $1.3 million and $1.0 million for the years
ended December 31, 2021 and 2020, respectively.
See "Note 1—Organization and Significant Accounting Policies" and "Note 11— Fair Measurements" for additional
information on MSRs.
Note 7—Premises and Equipment
Premises and equipment at December 31, 2021 and 2020 are summarized as follows (in thousands):
Land
Buildings and improvements
Furniture and equipment
Less: Accumulated depreciation and amortization
Premises and equipment, net
December 31,
2021
2020
920 $
7,059
5,804
13,783
(7,964)
5,819 $
920
6,944
5,694
13,558
(7,288)
6,270
$
$
Depreciation and amortization expense was $676 thousand and $905 thousand for the years ended December 31, 2021 and
2020, respectively.
The Company leases office space in several buildings as well as certain equipment. See "Note 12—Leases" for additional
information on our leased facilities and equipment.
Note 8—Other Real Estate Owned and Repossessed Assets
The following table presents activity related to OREO and other repossessed assets for the periods shown (in thousands):
Beginning balance, January 1
Additions to OREO and repossessed assets
Sales
Write-downs/Losses
Ending balance, December 31
Year Ended December 31,
2021
2020
$
$
594 $
84
(19)
—
659 $
575
19
—
—
594
As of December 31, 2021, there was one one-to-four family loans totaling $39 thousand that was in process of foreclosure.
Note 9—Deposits
A summary of deposit accounts with the corresponding weighted-average cost of funds at December 31, 2021 and 2020, are
presented below (dollars in thousands):
Noninterest-bearing demand
Interest-bearing demand
Savings
Money market
Certificates
Escrow (1)
Total
December 31, 2020
Deposit
Balance
Wtd. Avg
Rate
Wtd. Avg
Rate
December 31, 2021
Deposit
Balance
$ 187,684
307,061
103,401
91,670
105,722
2,782
$ 798,320
— % $ 129,299
230,492
83,778
65,748
235,473
3,191
0.41 % $ 747,981
0.19
0.08
0.21
1.57
—
— %
0.44
0.27
0.39
2.36
—
1.01 %
(1) Escrow balances shown in noninterest-bearing deposits on the Consolidated Balance Sheets.
Scheduled maturities of time deposits at December 31, 2021, are as follows (in thousands):
Year Ending December 31,
2022
2023
2024
2025
2026
Thereafter
Amount
55,552
39,061
4,217
4,558
2,225
109
105,722
$
$
Savings, demand, and money market accounts have no contractual maturity. Certificates of deposit have maturities of five years
or less.
The aggregate amount of time deposits in denominations of more than $250 thousand at December 31, 2021 and 2020, totaled
$19.1 million and $79.9 million, respectively. Deposits in excess of $250 thousand are not federally insured. There were no
brokered deposits outstanding at December 31, 2021 and 2020, respectively.
Deposits from related parties held by the Company were $4.9 million and $6.4 million at December 31, 2021 and 2020,
respectively.
Note 10—Borrowings, FHLB Stock and Subordinated Notes
The Company utilizes a loan agreement with the FHLB of Des Moines, the terms of which call for a blanket pledge of a portion
of the Company's mortgage and commercial and multifamily portfolios based on the outstanding balance. At December 31,
2021 and 2020, the maximum amount available to borrow under this credit facility was $417.7 million and $390.5 million,
respectively, subject to eligible pledged collateral. At December 31, 2021, the credit facility was collateralized as follows: one-
to-four family mortgage loans with an advance equivalent of $59.7 million, commercial and multifamily mortgage loans with
an advance equivalent of $52.9 million and home equity loans with an advance equivalent of $482 thousand. At December 31,
2020, the credit facility was collateralized as follows: one-to-four family mortgage loans with an advance equivalent of $103.6
million, commercial and multifamily mortgage loans with an advance equivalent of $128.9 million and home equity loans with
an advance equivalent of $2.8 million. The Company had no outstanding borrowings under this arrangement at December 31,
2021 and 2020. The weighted-average interest rate of the Company's borrowings under this agreement was —% and 3.10% for
the years ended December 31, 2021 and 2020, respectively. The maximum amount outstanding from FHLB advances during
2021 was $— and during 2020 was $10.1 million. The average balance outstanding was $0.0 million during 2021 and $7.1
million during 2020.
Additionally, the Company had outstanding letters of credit from the FHLB of Des Moines with a notional amount of $11.5
million and $21.6 million at December 31, 2021 and 2020, respectively, to secure public deposits. At December 31, 2021 and
2020, the remaining amount available to borrow from the FHLB of Des Moines was $101.5 million and $213.7 million,
respectively.
As a member of the FHLB system, the Bank is required to maintain a minimum level of investment in the FHLB of Des Moines
stock based on specific percentages of its outstanding FHLB advances. At December 31, 2021 and 2020, the Company had an
investment of $1.0 million and $877 thousand, respectively, in FHLB of Des Moines stock.
The Company participates in the Federal Reserve Bank Borrower-in-Custody program, which gives the Company access to the
discount window and, beginning in 2020, the Paycheck Protection Program Liquidity Facility ("PPPLF"). Extensions of credit
under the PPPLF concluded on July 30, 2021. The terms of both programs call for a pledge of specific assets. The Company
pledges commercial and consumer loans as collateral for this borrower-in-custody line of credit and PPP loans for the
PPPLF. The Company had unused borrowing capacity of $22.4 million and $23.6 million under the borrower-in-custody
program at December 31, 2021 and 2020 and $— and $43.3 million under the PPPLF at December 31, 2021 and 2020. The
Company had no outstanding borrowings under either program at December 31, 2021 and 2020.
The Company has access to an unsecured Fed Funds line of credit from the Pacific Coast Banker's Bank. The line has a one-
year term maturing on June 30, 2022 and is renewable annually. At December 31, 2021, the amount available under this line of
credit was $20.0 million. There was no balance on this line of credit at December 31, 2021 and 2020, respectively.
Sound Financial Bancorp completed a private placement of $12.0 million in aggregate principal of 5.25% Fixed-to-Floating
Rate Subordinated Notes (the "subordinated notes") due 2030 resulting in net proceeds, after placement fees and offering
expenses, of approximately $11.6 million during the quarter ended September 30, 2020. The subordinated notes have a stated
maturity of October 1, 2030 and bear interest at a fixed rate of 5.25% per year until October 1, 2025. From October 1, 2025 to
the maturity date or early redemption date, the interest rate will reset quarterly at a variable rate equal to the then current three-
month term secured overnight financing rate (“SOFR”), plus 513 basis points. As provided in the subordinated notes, the
interest rate on the subordinated notes during the applicable floating rate period may be determined based on a rate other than
three-month term SOFR. Prior to October 1, 2025, Sound Financial Bancorp may redeem the subordinated notes, in whole but
not in part, only under certain limited circumstances set forth in the subordinated notes. On or after October 1, 2025, Sound
Financial Bancorp may redeem the subordinated notes, in whole or in part, at its option, on any interest payment date. Any
redemption by Sound Financial Bancorp would be at a redemption price equal to 100% of the principal amount of the
subordinated notes being redeemed, together with any accrued and unpaid interest on the subordinated notes being redeemed to
but excluding the date of redemption. The Notes are unsecured obligations and are subordinated in right of payment to all
existing and future indebtedness, deposits and other liabilities of Sound Financial Bancorp 's current and future subsidiaries,
including the Bank’s deposits as well as Sound Financial Bancorp '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 Sound Financial Bancorp under
current regulatory guidelines and interpretations. At December 31, 2021 and 2020, subordinated notes included $366 thousand
and $408 thousand of unamortized debt issuance costs.
Note 11—Fair Value Measurements
The Company determines the fair values of its financial instruments based on the requirements established in ASC 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 values for financial instruments as the exit price, 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. The Company’s fair values for financial instruments at
December 31, 2021 were determined based on these requirements.
The following methods and assumptions were used to estimate the fair value of other financial instruments:
Cash and Cash Equivalents - The estimated fair value is equal to the carrying amount.
Treasury Bills - The estimated fair value is equal to the carrying amount.
Available-for-Sale Securities - Available-for-sale securities are recorded at fair value based on quoted market prices, if
available. If quoted market prices are not available, management utilizes third-party pricing services or broker quotations from
dealers in the specific instruments. Level 2 securities include those traded on an active exchange, as well as U.S. government
securities.
Loans Held-for-Sale - Residential mortgage loans held-for-sale are recorded at the lower of cost or fair value. The fair value of
fixed-rate residential loans is based on whole loan forward prices obtained from government-sponsored enterprises. At
December 31, 2021 and 2020, loans held-for-sale were carried at cost, as no impairment was required.
Loans Held for Portfolio - The estimated fair value of loans held for portfolio consists of a credit adjustment to reflect the
estimated adjustment to the carrying value of the loans due to credit-related factors and a yield adjustment, to reflect the
estimated adjustment to the carrying value of the loans due to a differential in yield between the portfolio loan yields and
estimated current market rate yields on loans with similar characteristics. The estimate fair value of loans-held-for-portfolio
reflect exit price assumptions. The liquidity premiums/discounts are part of the valuation for exit pricing.
Mortgage Servicing Rights -The fair value of mortgage servicing rights is determined through a discounted cash flow analysis,
which uses interest rates, prepayment speeds, discount rates, and delinquency rate assumptions as inputs.
FHLB stock - The estimated fair value is equal to the par value of the stock.
Non-maturity Deposits - The estimated fair value is equal to the carrying amount.
Time Deposits - The estimated fair value of time deposits is based on the difference between interest costs paid on the
Company’s time deposits and current market rates for time deposits with comparable characteristics.
Borrowings - The fair value of borrowings are estimated using the Company’s current incremental borrowing rates for similar
types of borrowing arrangements.
Subordinated Notes- The fair value of subordinated notes t is estimated using discounted cash flows based on current lending
rates for similar long-term debt instruments with similar terms and remaining time to maturity.
A description of the valuation methodologies used for impaired loans and OREO is as follows:
Impaired Loans - The fair value of collateral dependent loans is based on the current appraised value of the collateral less
estimated costs to sell, or internally developed models utilizing a calculation of expected discounted cash flows which contain
management’s assumptions.
OREO and Repossessed Assets - The fair value of OREO and repossessed assets is based on the current appraised value of the
collateral less estimated costs to sell.
Off-Balance Sheet Financial Instruments - The fair value for the Company's off-balance sheet loan commitments is estimated
based on fees charged to others to enter into similar agreements taking into account the remaining terms of the agreements and
credit standing of the Company's clients. The estimated fair value of these commitments is not significant.
The following tables present information about the level in the fair value hierarchy for the Company’s financial assets and
liabilities, whether or not recognized or recorded at fair value as December 31, 2021 and 2020 (in thousands):
FINANCIAL ASSETS:
Cash and cash equivalents
Available for sale securities
Loans held-for-sale
Loans held for portfolio, net
Accrued interest receivable
Mortgage servicing rights
FHLB Stock
FINANCIAL LIABILITIES:
Non-maturity deposits
Time deposits
Subordinated notes
Accrued interest payable
FINANCIAL ASSETS:
Cash and cash equivalents
Available for sale securities
Loans held-for-sale
Loans held for portfolio, net
Accrued interest receivable
Mortgage servicing rights
FHLB Stock
FINANCIAL LIABILITIES:
Non-maturity deposits
Time deposits
Borrowings
Accrued interest payable
December 31, 2021
Fair Value Measurements Using:
Carrying
Value
Estimated
Fair Value
Level 1
Level 2
Level 3
$ 183,590 $ 183,590 $ 183,590 $
— $
8,419
3,094
8,419
3,094
680,092
675,154
2,217
4,273
1,046
692,598
105,722
11,634
200
2,217
4,273
1,046
692,598
106,834
11,634
200
—
—
—
2,217
—
—
—
—
—
200
8,419
3,094
—
—
—
1,046
692,598
106,834
11,634
—
—
—
—
675,154
—
4,273
—
—
—
—
—
December 31, 2020
Fair Value Measurements Using:
Carrying
Value
Estimated
Fair Value
Level 1
Level 2
Level 3
$ 193,828 $ 193,828 $ 193,828 $
10,218
11,604
608,575
2,254
3,780
877
10,218
11,604
607,363
2,254
3,780
877
—
—
—
2,254
—
—
512,508
235,473
11,592
369
512,508
238,629
11,592
369
—
—
—
369
— $
10,218
11,604
—
—
—
877
512,508
238,629
11,592
—
—
—
—
608,575
—
3,780
—
—
—
—
—
The following tables present the balance of assets measured at fair value on a recurring basis at December 31, 2021 and 2020
(in thousands):
Description
Municipal bonds
Agency mortgage-backed securities
Mortgage servicing rights
Description
Municipal bonds
Agency mortgage-backed securities
Mortgage servicing rights
$
$
Fair Value at December 31, 2021
Total
Level 1
Level 2
Level 3
6,066 $
2,353
4,273
— $
—
—
6,066 $
2,353
—
—
—
4,273
Fair Value at December 31, 2020
Total
Level 1
Level 2
Level 3
5,413 $
4,805
3,780
— $
—
—
5,413 $
4,805
—
—
—
3,780
For the years ended December 31, 2021 and 2020, there were no transfers between Level 1 and Level 2 or between Level 2 and
Level 3.
The following table provides a description of the valuation technique, unobservable input, and qualitative information about the
unobservable inputs for the Company's assets and liabilities classified as Level 3 and measured at fair value on a recurring basis
at December 31, 2021:
Financial
Instrument
Valuation
Technique
Mortgage Servicing Rights
Discounted cash flow
Unobservable Input(s)
Prepayment speed
assumption
Discount rate
Range
(Weighted Average)
204%-344% (205%)
10.5%-14.5% (12.5%)
The following table provides a description of the valuation technique, unobservable input, and qualitative information about the
unobservable inputs for the Company's assets and liabilities classified as Level 3 and measured at fair value on a recurring basis
at December 31, 2020:
Financial
Instrument
Valuation
Technique
Mortgage Servicing Rights
Discounted cash flow
Unobservable Input(s)
Prepayment speed
assumption
Discount rate
Range
(Weighted Average)
178%-276% (247%)
10%-12% (10%)
Generally, any significant increases in the constant prepayment rate and discount rate utilized in the fair value measurement of
the mortgage servicing rights will result in a negative fair value adjustment (and decrease in the fair value measurement).
Conversely, a decrease in the constant prepayment rate and discount rate will result in a positive fair value adjustment (and
increase in the fair value measurement). An increase in the weighted average life assumptions will result in a decrease in the
constant prepayment rate and conversely, a decrease in the weighted average life will result in an increase of the constant
prepayment rate. As a result of the difficulty in observing certain significant valuation inputs affecting our “Level 3” fair value
assets, we are required to make judgments regarding these items’ fair values. Different persons in possession of the same facts
may reasonably arrive at different conclusions as to the inputs to be applied in valuing these assets and their fair values. Such
differences may result in significantly different fair value measurements.
There were no assets or liabilities (excluding mortgage servicing rights) measured at fair value using significant unobservable
inputs (Level 3) on a recurring basis during the years ended December 31, 2021 and 2020.
Mortgage servicing rights are measured at fair value using significant unobservable input (Level 3) on a recurring basis and a
reconciliation of this asset can be found in "Note 6—Mortgage Servicing Rights."
The following table presents the balance of assets measured at fair value on a nonrecurring basis and the total losses resulting
from these fair value adjustments (in thousands):
Description
OREO and repossessed assets
Impaired loans
Description
OREO and repossessed assets
Impaired loans
Fair Value at December 31, 2021
Total
Level 1
Level 2
Level 3
$
659 $
7,725
— $
—
— $
—
659
7,725
Fair Value at December 31, 2020
Total
Level 1
Level 2
Level 3
$
594 $
5,940
— $
—
— $
—
594
5,940
There were no liabilities carried at fair value, measured on a recurring or nonrecurring basis, at December 31, 2021 and 2020.
The following table provides a description of the valuation technique, observable input, and qualitative information about the
unobservable inputs for the Company's assets and liabilities classified as Level 3 and measured at fair value on a nonrecurring
basis at December 31, 2021:
December 31, 2021
Financial
Instrument
OREO
Impaired loans(1)
Impaired loans(2)
Valuation Technique(s)
Third Party Appraisals
Discounted Cash Flow
Third Party Appraisals
Unobservable Input(s)
No discounts
Discount Rate
No discounts
Range (Weighted
Average)
N/A
0-10% (4%)
N/A
(1) Represents troubled debt restructurings included within impaired loans.
(2) Excludes troubled debt restructurings.
December 31, 2020
Financial
Instrument
OREO
Impaired loans(1)
Impaired loans(2)
Valuation Technique(s)
Third Party Appraisals
Discounted Cash Flow
Third Party Appraisals
Unobservable Input(s)
No discounts
Discount Rate
No discounts
Range
(Weighted Average)
N/A
0-10% (6%)
N/A
(1) Represents troubled debt restructurings included within impaired loans.
(2) Excludes troubled debt restructurings.
Note 12—Leases
We have operating leases for branch locations, loan production offices, our corporate office and certain equipment. The lease
term for our leases begins on the date we become legally obligated for the rent payments or we take possession of the building,
whichever is earlier. Generally, our real estate leases have initial terms of three to 10 years and typically include one renewal
option. Our leases have remaining lease terms of two months to 7.5 years. The operating leases require us to pay property taxes
and operating expenses for the properties.
The following table represents the Consolidated Balance Sheet classification of the Company’s right of use assets and lease
liabilities (in thousands):
Operating lease right-of-use assets
Operating lease liabilities
December 31,
2021
2020
$
5,811 $
6,242
6,722
7,134
The following table represents the components of lease expense (in thousands):
Operating lease expense:
Office leases
Equipment leases
Sublease income
Net lease expense
The following table represents the maturity of lease liabilities:
Operating Lease Commitments
2022
2023
2024
2025
2026
Thereafter
Total lease payments
Less: Present value discount
Present value of lease liabilities
Year Ended December 31,
2020
2021
$
$
1,134 $
—
(11)
1,123 $
1,160
10
(12)
1,158
December 31, 2021
Office
Leases
Equipment
Leases
$
1,016 $
989
968
885
862
2,150
6,870
628
$
6,242 $
—
—
—
—
—
—
—
—
—
Lease term and discount rate by lease type consist of the following:
Weighted-average remaining lease term:
Office leases
Equipment leases
Weighted-average discount rate (annualized):
Office leases
Equipment leases
Supplemental cash flow information related to leases was as follows (in thousands):
December 31,
2021
2020
7.0 years
0.0 years
2.67 %
— %
7.9 years
1.4 years
2.66 %
1.62 %
Year Ended December 31,
2020
2021
Cash paid for amounts included in the measurement of lease liabilities for
operating leases:
Operating cash flows
Office leases
Equipment leases
$
1,042 $
—
1,097
20
Note 13—Earnings Per Share
Basic earnings per common share is computed by dividing net income by the weighted-average number of common shares
outstanding for the period, reduced for average unallocated ESOP shares and average unvested restricted stock awards.
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 common share reflect the potential dilution that could occur if securities or other contracts to issue common stock
(such as stock awards and options) were exercised or converted to common stock or resulted in the issuance of common stock
that then shared in the Company’s earnings. Diluted earnings per common share is computed by dividing net income by the
weighted-average number of common shares outstanding for the period increased for the dilutive effect of unexercised stock
options and unvested restricted stock awards. The dilutive effect of the unexercised stock options and unvested restricted stock
awards is calculated under the treasury stock method utilizing the average market value of the Company's stock for the period.
Earnings per share are summarized for the periods presented in the following table (in thousands, except per share data):
Net income
Weighted average number of shares outstanding, basic
Effect of potentially dilutive common shares
Weighted average number of shares outstanding, diluted
Earnings per share, basic
Earnings per share, diluted
Year Ended December 31,
2021
2020
$
$
$
9,156 $
2,583
44
2,627
3.52 $
3.46 $
8,937
2,563
30
2,593
3.46
3.42
There were no anti-dilutive securities for the year ended December 31, 2021 or 2020.
Note 14—Employee Benefits
The Company has a 401(k) retirement plan that allows employees to defer a portion of their salary into the 401(k) plan. The
Company matches a portion of employees' salary deferrals. 401(k) costs are accrued and funded on a current basis. The
Company contributed $230 thousand and $217 thousand to the plan for the years ended December 31, 2021 and 2020,
respectively.
The Bank maintains a deferred compensation account for the benefit of Ms. Stewart, established in 1994 in connection with an
incentive plan which is no longer active. Ms. Stewart was fully vested in her benefits under this plan as of January 2005.
Pursuant to the terms of the plan, payments in an amount equal to the fair market value of the assets in the deferred
compensation account shall be made to Ms. Stewart (or to her designated beneficiary in the event of her death) in 120 equal
monthly installments commencing on the last day of the month following the month in which her employment with the Bank is
terminated. In the event of the death of Ms. Stewart and her designated beneficiary prior to the account being fully paid, the
remaining value of the account shall be paid in a lump sum to the beneficiary’s estate. The assets in the deferred compensation
account consist of cash which is held in a certificate of deposit at the Bank and earns interest at market rates. At December 31,
2021, the amounts held in the certificates of deposit at the Bank were $111 thousand, compared to $109 thousand at December
31, 2020.
The Bank maintains a nonqualified deferred compensation plan (the “NQDC Plan”), which was effective on January 1, 2017.
The purpose of the NQDC Plan is to provide a select group of management or highly-compensated employees of the Bank with
an opportunity to defer the receipt of up to eighty percent (80%) of their annual base salary, bonus, performance-based
compensation and any commission income and to assist the Company in attracting, retaining and motivating employees of high
caliber and experience. In addition to elective deferrals, the Bank may make discretionary and other contributions to be credited
to the account of any or all participants, subject to the vesting requirements set forth in the NQDC Plan. Discretionary
contributions by the Bank become 100% vested upon the completion of three years of service from a participant’s effective date
of participation in the NQDC Plan (with accelerated vesting upon death, disability or a change in control), while other Bank
contributions (including matching contributions) vest at the rate of 20% per year, beginning with the participant’s two-year
anniversary of his or her date of hire. During the years ended December 31, 2021, and 2020, the Bank made discretionary
contributions to the NQDC Plan in the amount of $93 thousand and $90 thousand, respectively.
Each participant’s deferred compensation account is credited with an investment return determined as if the account was
invested in one or more investment funds. Each participant elects the investment funds in which his or her account shall be
deemed to be invested. Distributions of vested account balances are made upon death, disability, separation from service, or a
specified in-service date unforeseeable emergency. Distributions shall be made in a single cash payment or, at the election of
the participant, in annual installments for a period of up to ten (10) years in the case of a separation from service and in annual
installments for a period of up to five (5) years in the case of an in-service distribution.
The obligations of the Bank under the NQDC Plan are general unsecured obligations of the Bank to pay deferred compensation
in the future to eligible participants in accordance with the terms of the NQDC Plan from the general assets of the Bank,
although the Bank may establish a trust to hold amounts which the Bank may use to satisfy NQDC Plan distributions from time
to time. Distributions from the NQDC Plan are governed by the Internal Revenue Code and the NQDC Plan. The Company
may, at any time, in its sole discretion, terminate the NQDC Plan or amend or modify the NQDC Plan, in whole or in part,
except that no such termination, amendment or modification shall have any retroactive effect to reduce any amounts deemed to
be accrued and vested prior to such amendment.
Supplemental Executive Retirement Plans.
The Company maintains two supplemental executive retirement plans for the benefit of Ms. Stewart, which are intended to be
unfunded, non-contributory defined benefit plans maintained primarily to provide her with supplemental retirement income.
The first supplemental executive retirement plan ("SERP 1") was effective as of August 14, 2007. The second supplemental
executive retirement plan ("SERP 2") was effective as of December 30, 2011, at which time the benefits under SERP 1 were
frozen.
Under the terms of SERP 1, as amended, Ms. Stewart is entitled to receive $53,320 per year for life commencing on the first
day of the month following her separation from service (as defined in SERP 1) for any reason from Sound Community Bank,
subject to a six-month delay if required by Section 409A of the Internal Revenue Code. No payments will be made under SERP
1 in the event of Ms. Stewart's death and any payments that have commenced will cease upon death. In the event Ms. Stewart is
involuntarily terminated in connection with a change in control (as defined in SERP 1), she will be entitled to receive the annual
benefit described in the first sentence of this paragraph commencing upon such termination.
Under the terms of SERP 2, as amended, upon Ms. Stewart's termination of employment with Sound Community Bank for any
reason other than death, she will be entitled to receive additional retirement benefits of $96,390 per year for life commencing on
the first day of the month following her separation from service (as defined in SERP 2) from Sound Community Bank, subject
to a six-month delay if required by Section 409A of the Internal Revenue Code. In the event of Ms. Stewart's death, her
beneficiary will be entitled to a single lump sum payment within 90 days thereafter in an amount equal to the Bank's accrual for
her retirement benefit under SERP 2 as of the date of death, or approximately $1.1 million at December 31, 2021. If a change in
control occurs (as defined in SERP 2), Ms. Stewart will receive her full retirement benefit under SERP 2 commencing upon the
first day of the month following her separation from service from Sound Community Bank.
Stock Options and Restricted Stock
The Company currently has one active stockholder approved equity incentive plan, the Amended and Restated 2013 Equity
Incentive Plan (the "2013 Plan"). The 2013 Plan permits the grant of restricted stock, restricted stock units, stock options, and
stock appreciation rights. The equity incentive plan approved by stockholders in 2008 (the "2008 Plan") expired in November
2018 and no further awards may be made under the 2008 Plan; provided, however, all awards outstanding under the 2008 Plan
remain outstanding in accordance with their terms. Under the 2013 Plan, 181,750 shares of common stock were approved for
awards for stock options and stock appreciation rights and 116,700 shares of common stock were approved for awards for
restricted stock and restricted stock units.
At December 31, 2021, on an adjusted basis, awards for stock options totaling 271,854 shares and awards for restricted stock
totaling 142,201 shares of Company common stock have been granted in the aggregate, net of any forfeitures, under the 2008
Plan and 2013 Plan to participants. During the years ended December 31, 2021 and 2020, share-based compensation expense
totaled $360 thousand and $338 thousand, respectively.
Stock Option Awards
All stock option awards granted under the 2008 Plan vest in 20 percent annual increments commencing one year from the grant
date in accordance with the requirements of the 2008 Plan. The stock option awards granted to date under the 2013 Plan provide
for immediate vesting of a portion of the award with the balance of the award vesting on the anniversary date of each grant date
in equal annual installments over periods of one-to-four years subject to the continued service of the participant with the
Company. All of the options granted under the 2008 Plan and the 2013 Plan are exercisable for a period of 10 years from the
date of grant, subject to vesting.
The following is a summary of the Company's stock option plan award activity during the period ended December 31, 2021:
Outstanding at January 1, 2021
Granted
Exercised
Forfeited
Expired
Outstanding at December 31, 2021
Exercisable
Weighted-
Average
Remaining
Contractual
Term In
Years
Weighted-
Average
Exercise
Price
Aggregate
Intrinsic
Value
Shares
100,977 $
12,250
(20,651)
(1,170)
(90)
91,316
73,393
22.00
32.46
15.99
34.93
33.88
24.59
22.38
4.71 $ 1,045,041
4.77 1,772,667
3.89 1,586,949
Expected to vest, assuming a 0% forfeiture rate over the vesting
term
91,316 $
24.59
4.77 $ 1,772,667
At December 31, 2021, there was $81 thousand of total unrecognized compensation cost related to non-vested stock options
granted under the Plan. The cost is expected to be recognized over the remaining weighted-average vesting period of 2.4 years.
The fair value of each option grant is estimated as of the grant date using the Black-Scholes option-pricing model. The fair
value of options granted in 2021 and 2020 were determined using the following weighted-average assumptions as of the grant
date.
Annual dividend yield
Expected volatility
Risk-free interest rate
Expected term
Weighted-average grant date fair value per option granted
Restricted Stock Awards
Year Ended December 31,
2021
2020
1.60 %
21.67 %
0.60 %
1.60 %
21.67 %
1.38 %
6.50 years
5.64
$
6.50 years
7.14
$
The fair value of the restricted stock awards is equal to the fair value of the Company's stock at the date of grant. Compensation
expense is recognized over the vesting period that the awards are based. The restricted stock awards granted under the 2008
Plan vest in 20% annual increments commencing one year from the grant date. The restricted stock awards granted to date
under the 2013 Plan provide for immediate vesting of a portion of the award with the balance of the award vesting on the
anniversary date of each of the grant date in equal annual installments over periods of one to four years subject to the continued
service of the participant with the Company.
The following is a summary of the Company's non-vested restricted stock awards for the year ended December 31, 2021:
Weighted-
Average
Grant-Date
Fair Value
Per Share
Aggregate
Intrinsic
Value
Per Share
Shares
17,114 $
10,168
(7,806)
(1,890)
—
17,586
35.03
32.46
33.99
34.93
—
34.02 $
44.00
44.00
Non-vested Shares
Non-vested at January 1, 2021
Granted
Vested
Forfeited
Expired
Non-vested at December 31, 2021
Expected to vest assuming a 0% forfeiture rate over the vesting term
17,586 $
34.02 $
At December 31, 2021, there was $401 thousand of unrecognized compensation cost related to non-vested restricted stock
granted under the Plan. The cost is expected to be recognized over the weighted-average vesting period of 2.2 years. The total
fair value of shares vested for the years ended December 31, 2021 and 2020 was $265 thousand and $237 thousand,
respectively.
Employee Stock Ownership Plan
In January 2008, the ESOP borrowed $1.2 million from the Company to purchase common stock of the Company, which was
paid in full in 2017. In August 2012, in conjunction with the Company's conversion to a full stock company from the mutual
holding company structure, the ESOP borrowed an additional $1.1 million from the Company to purchase common stock of the
Company. The loan for $1.1 million is being repaid principally by the Bank through contributions to the ESOP over a period of
10 years. The interest rate on the loan is fixed at 2.25%, per annum. At December 31, 2021, the remaining balance of the ESOP
loan was zero.
Neither the loan balance nor the related interest expense is reflected on the consolidated financial statements.
For the years ended December 31, 2021 and 2020, the ESOP was committed to release 11,340 shares of the Company's
common stock to participants. There are no unallocated ESOP shares remaining to be released in 2022. The funds to purchase
shares in the ESOP come from contributions the Bank makes twice a year to the Plan. For the years ended December 31, 2021
and 2020, the ESOP trustee purchased 7,343 shares and 10,483 shares of the Company's common stock for inclusion in the
Plan. The number of allocated shares was 131,805 and 139,678 at December 31, 2021 and 2020, respectively. The fair value of
the 150,497 restricted shares held by the ESOP trust was $6.6 million at December 31, 2021. ESOP compensation expense
included in salaries and benefits was $781 thousand and $606 thousand for the years ended December 31, 2021 and 2020,
respectively.
Note 15—Income Taxes
The provision for income taxes at December 31, 2021 and 2020 was as follows (in thousands):
Current
Deferred
Total tax expense
December 31,
2021
2020
$
$
2,315 $
(43)
2,272 $
2,036
355
2,391
A reconciliation of the provision for income taxes for the years ended December 31, 2021 and 2020, with amounts determined
by applying the statutory U.S. federal income tax rate to income before income taxes, is as follows (dollars in thousands):
Provision at statutory rate
Tax-exempt income
Other
Federal Tax Rate
Tax exempt rate
Other
Effective tax rate
Year Ended December 31,
$
$
2021
2,400
(203)
75
2,272
21.0 %
(1.8)
0.7
19.9 %
2020
2,380
(186)
197
2,391
$
$
21.0 %
(1.6)
1.7
21.1 %
The following table reflects the temporary differences that gave rise to the components of the Company's deferred tax assets at
December 31, 2021 and 2020 (in thousands):
Deferred tax assets
Deferred compensation and supplemental retirement
Equity based compensation
Intangible assets
Lease liabilities
Other, net
Allowance for loan losses
Total deferred tax assets
Deferred tax liabilities
Prepaid expenses
FHLB stock dividends
Unrealized gain on securities
Depreciation
Mortgage servicing rights
Deferred loan costs
Right of use assets
Total deferred tax liabilities
Net deferred tax asset
December 31,
2021
2020
$
$
381 $
120
46
1,311
71
1,324
3,253
(100)
(40)
(37)
(165)
(568)
(739)
(1,220)
(2,869)
384 $
340
68
55
1,498
29
1,260
3,250
(85)
(39)
(64)
(251)
(387)
(698)
(1,412)
(2,936)
314
At December 31, 2021 and 2020, the Company had no unrecognized tax benefits. The Company recognizes interest accrued
and penalties related to unrecognized tax benefits in "Provision for income taxes" in the Consolidated Statements of Income.
During the years ended December 31, 2021 and 2020, the Company recognized no interest and penalties related to income
taxes.
The Company or its subsidiary files an income tax return in the U.S. federal jurisdiction. With few exceptions, the Company is
no longer subject to U.S. federal income tax examinations by tax authorities for years before 2018.
Note 16—Capital
Sound Financial Bancorp is a bank holding company under the supervision of 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, except that, pursuant to the Economic Growth, Regulatory Relief and Consumer
Protection Act, effective August 30, 2018, a bank holding company with consolidated assets of less than $3.0 billion is
generally not subject to the Federal Reserve’s capital regulations, which parallel the FDIC’s capital regulations.The Bank is a
state-chartered, federally insured institution and thereby is subject to the capital requirements established by 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 financial statements. Under capital
adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital regulations
that involve quantitative measures of their assets, liabilities, and certain off-balance-sheet items as calculated under regulatory
accounting practices.
The capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk
weightings, and other factors. Prompt corrective action provisions are not applicable to bank holding companies.
At December 31, 2021, according to the most recent notification from the FDIC, the Bank was categorized as "well capitalized"
under the regulatory framework for prompt corrective action. There are no conditions or events since the notification that
management believes have changed the Bank’s category.
Prior to January 1, 2020, Sound Community Bank followed the FDIC’s prompt corrective actions standards. In order to be
considered well-capitalized under the prompt corrective action standards, a bank must have a ratio of Common Equity Tier 1
("CET1") capital to risk-weighted assets of at least 6.5%, a ratio of Tier 1 capital to risk-weighted assets of at least 8%, a ratio
of total capital to risk-weighted assets of at least 10%, and a leverage ratio of at least 5%, and the bank must not be subject to a
regulatory capital requirement imposed on it as an individual bank. In order to be considered adequately capitalized, a bank
must have the minimum capital ratios described above. Effective January 1, 2020, the Bank elected to use the Community Bank
Leverage Ratio (“CBLR”) framework as provided for in the Economic Growth, Regulatory Relief and Consumer Protection
Act. To be eligible to utilize the CBLR, the Bank must have total consolidated assets of less than $10 billion, off-balance sheet
exposures of 25% or less of its total consolidated assets, and trading assets and trading liabilities of 5.0% or less of its total
consolidated assets, all as of the end of the most recent quarter. Under the CBLR framework, a bank 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
CBLR greater than 9.0%. 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. At December 31, 2021, the Bank’s CBLR
was 10.92%.
For a bank holding company with less than $3.0 billion in assets, the capital guidelines apply on a bank-only basis and the
Federal Reserve expects the holding company's subsidiary banks to be well-capitalized under the prompt corrective action
regulations. If Sound Financial Bancorp was subject to regulatory guidelines for bank holding companies with $3.0 billion or
more in assets, at December 31, 2021, Sound Financial Bancorp would have exceeded all regulatory capital requirements. The
estimated CBLR calculated for Sound Financial Bancorp at December 31, 2021 was 10.09%
During the years ended December 31, 2021 and 2020, the Company repurchased a total of 3,657 and 2,477 shares of Company
common stock at an average price of $41.68 and $29.42 per share pursuant to the Company’s stock repurchase program,
leaving $1.8 million available for future repurchase under the existing program.
Note 17—Concentrations of Credit Risk
Most of the Company's business activity is with clients located in the state of Washington. A substantial portion of the loan
portfolio is represented by real estate loans throughout western Washington. The ability of the Company's debtors to honor their
contracts is dependent upon the real estate and general economic conditions in the area. Loans to one borrower are generally
limited by federal banking regulations to 15% of the Company's unimpaired capital and surplus.
Note 18—Commitments and Contingencies
The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the
financing needs of its clients. These financial instruments generally represent a commitment to extend credit in the form of
loans. The instruments involve, to varying degrees, elements of credit- and interest-rate risk in excess of the amount recognized
in the consolidated balance sheets.
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 notional amount of those instruments. The Company uses the
same credit policies in making commitments as it does for on-balance-sheet instruments.
Commitments to extend credit are agreements to lend to a client as long as there is no violation of any condition established by
the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee.
Because many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not
necessarily represent future cash requirements. These commitments are not reflected in the consolidated financial statements.
The Company evaluates each client's creditworthiness on a case-by-case basis. The amount of collateral obtained, if it is
deemed necessary by the Company, is based on management's credit evaluation of the client.
Financial instruments whose contract amount represents credit risk were as follow (in thousands):
Residential mortgage commitments
Unfunded construction commitments
Unused lines of credit
Irrevocable letters of credit
Total loan commitments
December 31,
2021
2020
$
$
6,663 $
89,797
35,036
151
131,647 $
3,312
18,981
34,075
151
56,519
At December 31, 2021, fixed-rate loan commitments totaled $6.7 million and had a weighted-average interest rate of 4.27%. At
December 31, 2020, fixed-rate loan commitments totaled $3.3 million and had a weighted-average interest rate of 6.08%.
At December 31, 2021 and 2020, the Company had letters of credit issued by the FHLB with a notional amount of $11.5
million and $21.6 million, respectively, in order to secure Washington State Public Funds.
In the ordinary course of business, the Company sells loans without recourse that may have to be subsequently repurchased due
to defects that occurred during the origination of the loan. The defects are categorized as documentation errors, underwriting
errors, early payment defaults, and fraud. When a loan sold to an investor without recourse fails to perform, 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 defects,
the Company has no commitment to repurchase the loan. At December 31, 2021 and 2020, the maximum amount of these
guarantees totaled $508.1 million and $488.7 million, respectively. These amounts represent the unpaid principal balances of
the Company's loans serviced for others' portfolios. There was $284 thousand of loans repurchased during the year ended
December 31, 2021 and no loans repurchased during the year ended 2020.
The Company pays certain medical, dental, prescription, and vision claims for its employees, on a self-insured basis. The
Company has purchased stop-loss insurance to cover claims that exceed stated limits and has recorded estimated reserves for
the ultimate costs for both reported claims and claims incurred but not reported, which were not considered significant at
December 31, 2021. At December 31, 2021, the Company recorded no stop loss medical insurance claims exceeding stated
coverage limits.
At various times, the Company may be the defendant in various legal proceedings arising in connection with its business. It is
the opinion of management that the financial position and the results of operations of the Company will not be materially
adversely affected by the outcome of these legal proceedings and that adequate provision has been made in the accompanying
consolidated balance sheets.
Note 19—Parent Company Financial Information
The Balance Sheets, Statements of Income, and Statements of Cash Flows for Sound Financial Bancorp (Parent Only) are
presented below (dollars in thousands):
Balance sheets
Assets
Cash and cash equivalents
Investment in Sound Community Bank
Other assets
Total assets
Liabilities and Stockholders' Equity
Subordinated notes, net
Other liabilities
Total liabilities
Stockholders' equity
Total liabilities and stockholders' equity
Statements of Income
Interest expense on subordinated notes
Other expenses
Loss before income tax benefit and equity in undistributed net
income of subsidiary
Income tax benefit
Equity in undistributed earnings of subsidiary
Net income
December 31,
2021
2020
$
4,215 $
100,986
58
105,259 $
11,634 $
267
11,901
93,358
105,259 $
$
$
$
6,837
90,568
65
97,470
11,592
394
11,986
85,484
97,470
Year Ended December 31,
2021
2020
$
(673) $
(550)
(190)
(572)
(1,223)
257
9,690
$
8,724 $
(762)
160
9,539
8,937
Statements of Cash Flows
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Other, net
Expense allocation to holding company
Equity in undistributed earnings of subsidiary
Net cash used in operating activities
Cash flows from investing activities:
ESOP shares released
Net cash provided by investing activities
Cash flows from financing activities:
Proceeds from issuance of subordinated notes, net
Transfer of proceeds from issuance of debt to subsidiary
Dividends paid
Repurchase of stock
Stock options exercised
Net cash (used in) provided by financing activities
Net (decrease) increase in cash
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Note 20—Revenue from Contracts with Customers
Year Ended December 31,
2021
2020
$
8,724 $
8,937
(78)
—
(9,690)
(1,044)
431
431
—
—
(2,039)
(152)
182
(2,009)
(2,622)
6,837
$
4,215 $
70
129
(9,539)
(403)
324
324
11,582
(5,500)
(2,072)
(73)
239
4,176
4,097
2,740
6,837
All of the Company's revenue from contracts with customers in the scope of ASC 606—Revenue from Contracts with
Customers ("ASC 606") is recognized in Noninterest Income with the exception of the net loss on OREO and repossessed
assets, which is included in Noninterest Expense. The following table presents the Company's sources of Noninterest Income
for the year ended December 31, 2021 and 2020 (in thousands). Items outside of the scope of ASC 606 are noted as such.
Noninterest income:
Service charges and fee income
Account maintenance fees
Transaction-based and overdraft service charges
Debit/ATM interchange fees
Credit card interchange fees
Loan fees (a)
Other fees (a)
Total service charges and fee income
Earnings on cash surrender value of bank-owned life insurance (a)
Mortgage servicing income (a)
Fair value adjustment on MSRs (a)
Net gain on sale of loans (a)
Total noninterest income
(a) Not within scope of ASC 606
Year Ended December 31,
2021
2020
$
$
311 $
356
1,322
27
178
53
2,247
416
1,284
(808)
4,190
7,329 $
274
327
1,016
23
205
60
1,905
348
1,027
(1,857)
6,022
7,445
Account maintenance fees and transaction-based and overdraft service charges
The Company earns fees from its customers for account maintenance, transaction-based and overdraft services. 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 fees are recognized on a monthly basis as the service period is completed.
Transaction-based fees and overdraft service fees on deposit accounts are charged to deposit customers for specific services
provided to the customer, such as non-sufficient funds, overdraft, and wire services. 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/ATM and credit card interchange income
Debit/ATM interchange income represent fees earned when a debit card issued by the Bank is used for a transaction. The Bank
earns interchange fees from debit cardholder transactions through the MasterCard 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' account. Certain expenses directly associated with the debit card
are recorded on a net basis with the interchange income.
The Company utilizes a third-party agency relationship to brand credit cards with fees for originating new accounts paid by the
issuing bank. Credit card interchange income represents fees earned when a credit card is issued by the third-party agent.
Similar to debit card interchange fees, the Bank earns an interchange fee for each transaction made with Sound Community
Bank's branded credit cards. The performance obligation is satisfied and the fees are earned when the cost of the transaction is
charged to the cardholders' credit card. Certain expenses and rebates directly related to the credit card interchange contract are
recorded net of the interchange income.
Net loss on OREO and repossessed assets
We record a gain or loss from the sale of other real estate owned when control of the property transfers to the buyer, which
generally occurs at the time of an executed deed of trust. When the Bank finances the sale of OREO to the buyer, the Company
assesses whether the buyer is committed to perform their obligations under the contract and whether collectability of the
transaction price is probable. Once these criteria are met, the OREO asset is derecognized and the gain or loss on sale is
recorded upon the transfer of control of the property to the buyer. In determining the gain or loss on sale, we adjust the
transaction price and related gain or loss on sale if a significant financing component is present. The Company generated
income/incurred expenses, net of gain/losses on sale of OREO, on our OREO properties of $(16) thousand and $5 thousand for
the years ended December 31, 2021 and 2020, respectively, included in noninterest expense on the Consolidated Statements of
Income.
Note 21—Subsequent Events
On January 28, 2022, the Company declared on Company common stock a quarterly cash dividend of $0.17 per common share
and a special cash dividend of $0.10 per share, payable on February 24, 2022 to stockholders of record at the close of business
February 10, 2022.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
An evaluation of the Company’s disclosure controls and procedures (as defined in Rule 13a -15(e) under the Securities
Exchange Act of 1934 (the “Act”), was carried out under the supervision and with the participation of the Company’s principal
executive officer and principal financial officer, and several other members of the Company’s senior management as of
December 31, 2021. Based on this evaluation, the principal executive officer and the principal financial officer concluded that
the Company’s disclosure controls and procedures were effective as of December 31, 2021 in ensuring that the information
required to be disclosed by the Company in the reports it files or submits under the Act is: (i) accumulated and communicated
to the Company’s management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner, and (ii)
recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
We intend to continually review and evaluate the design and effectiveness of the Company’s disclosure controls and procedures
and to improve the Company’s controls and procedures over time and to correct any deficiencies that we may discover in the
future. The goal is to ensure that senior management has timely access to all material financial and non-financial information
concerning the Company’s business. While we believe the present design of the disclosure controls and procedures is effective
to achieve this goal, future events affecting our business may cause the Company to modify its disclosure controls and
procedures.
The Company does not expect that its disclosure controls and procedures will prevent all error and all fraud. A control
procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives
of the control procedure are met. 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. These
inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur
because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of some persons, by
collusion of two or more people, or by management override of the control. The design of any control procedure 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; over time, controls may become inadequate because of
changes in conditions, or the degree of compliance with the policies and procedures may deteriorate. Because of the inherent
limitations in a cost-effective control procedure, misstatements due to error or fraud may occur and not be detected.
(b) Internal Control Over Financial Reporting
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of Sound Financial Bancorp is responsible for establishing and maintaining adequate internal control over
financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company's internal control over financial
reporting is a process designed to provide reasonable assurance to the Company's management and board of directors regarding
the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with
accounting principles generally accepted in the United States of America. There are inherent limitations in the effectiveness of
any system of internal control over financial reporting, including the possibility of human error and circumvention or overriding
of controls. Accordingly, even an effective system of internal control over financial reporting can provide only reasonable
assurance with respect to financial statement preparation. Projections of any evaluation of effectiveness to future periods are
subject to the risks that controls may become inadequate because of changes in conditions or that the degree of compliance with
the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2021. In
making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in Internal Control-Integrated Framework (2013). Based on this assessment, we concluded that, as of
December 31, 2021, the Company's internal control over financial reporting was effective based on those criteria.
(c) Changes in Internal Controls over Financial Reporting
As required by Rule 13a-15(d), our management, including our Chief Executive Officer and Chief Financial Officer, also
conducted an evaluation of our internal control over financial reporting to determine whether any changes occurred during
quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control
over financial reporting. There were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f)
under the Exchange Act) that occurred during the quarter ended December 31, 2021, that have materially affected, or are
reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Directors
Information concerning the Company's directors is incorporated herein by reference from the Company's definitive proxy
statement for its Annual Meeting of Stockholders to be held in May 2022, a copy of which will be filed with the SEC not later
than 120 days after the close of the fiscal year.
Executive Officers
Information concerning the executive officers of the Company and the Bank is contained under the heading "Executive
Officers" in "Part I. Item 1. Business" of this Form 10-K and is incorporated herein by reference.
Code of Ethics
We have adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting
officer, and person performing similar functions, and to all of our other employees and our directors. You may obtain a copy of
the code of ethics free of charge by writing to the Corporate Secretary of Sound Financial Bancorp, 2400 3rd Avenue, Suite
150, Seattle, Washington, 98121 or by calling (206) 448-0884. In addition, the code of ethics is available on our website at
www.soundcb.com under "Investor Relations – Governance."
Corporate Governance
Nominating Procedures. There have been no material changes to the procedures by which stockholders may recommend
nominees to our Board of Directors since last disclosed to stockholders.
Audit Committee and Audit Committee Financial Expert. Sound Financial Bancorp has an Audit Committee that is appointed
by the Board of Directors to provide assistance to the Board in fulfilling its oversight responsibility relating to the integrity of
our consolidated financial statements and the financial reporting processes, the systems of internal accounting and financial
controls, compliance with legal and regulatory requirements, the annual independent audit of our consolidated financial
statements, the independent auditors' qualifications and independence, the performance of our internal audit function and
independent auditors and any other areas of potential financial risk to Sound Financial Bancorp specified by its Board of
Directors. The Audit Committee also is responsible for the appointment, retention and oversight of our independent auditors,
including pre-approval of all audit and non-audit services to be performed by the independent auditors. During 2021, the Audit
Committee was comprised of Directors Jones (chair), Carney, Riojas and Haddad, each of whom is "independent" as that term
is defined for audit committee members in the Nasdaq Rules. The Board of Directors has determined that Director Jones is an
"audit committee financial expert" as defined in Item 407(e) of Regulation S-K of the Securities and Exchange Commission and
that all of the Audit Committee members meet the financial literacy requirements under the NASDAQ listing standards.
Additional information concerning the Audit Committee is incorporated herein by reference from the Company's definitive
proxy statement for its Annual Meeting of Stockholders to be held in May 2022, (except for information contained under the
heading "Report of the Audit Committee"), a copy of which will be filed with the SEC not later than 120 days after the close of
the fiscal year.
Item 11. Executive Compensation
Information concerning executive compensation is incorporated herein by reference from the Company's definitive proxy
statement for its Annual Meeting of Stockholders to be held in May 2022, a copy of which will be filed with the SEC not later
than 120 days after the close of the fiscal year.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information concerning security ownership of certain beneficial owners and management is incorporated herein by reference
from the Company's definitive proxy statement for its Annual Meeting of Stockholders to be held in May 2022, a copy of which
will be filed with the SEC not later than 120 days after the close of the fiscal year.
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 Sound Financial Bancorp, Inc.
Equity Compensation Plan Information. The following table sets forth information at December 31, 2021 with respect to the
Company’s equity compensation plans, all of which were approved by the Company’s shareholders.
Plan Category
Equity Incentive Plan approved by security holders
Equity Incentive Plan not approved by security holders
Total
Number of
securities
to be issued upon
exercise of
outstanding
options, warrants
and rights
Weighted average
exercise price of
outstanding
options,
warrants and
rights
91,316 $
—
91,316 $
24.59
—
24.59
Number of securities
remaining available
for future issuance
under equity
compensation plan (1)
54,769
—
54,769
(1) Includes 24,913 shares available for issuance for stock awards, other than awards of stock options and stock appreciation rights.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information concerning certain relationships and related transactions, our independent directors and our audit and nominating
committee charters is incorporated herein by reference from the Company's definitive proxy statement for its Annual Meeting
of Stockholders to be held in May 2022, a copy of which will be filed with the SEC not later than 120 days after the close of the
fiscal year.
Item 14. Principal Accounting Fees and Services
Information concerning principal accountant fees and services is incorporated herein by reference from the Company's
definitive proxy statement for its Annual Meeting of Stockholders to be held in May 2022, a copy of which will be filed with
the SEC not later than 120 days after the close of the fiscal year.
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)(1) List of Financial Statements
The following are contained in Item 8:
Report of Independent Registered Public Accounting Firm (Moss Adams LLP, Everett WA, PCAOB ID: 659)
Consolidated Balance Sheets at December 31, 2021 and 2020
Consolidated Statements of Income for the Years Ended December 31, 2021 and 2020
Consolidated Statements of Comprehensive Income for the Years December 31, 2021 and 2020
Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2021 and 2020
Consolidated Statements of Cash Flows for the Years Ended December 31, 2021 and 2020
Notes to Consolidated Financial Statements
(a)(2) List of Financial Statement Schedules:
All financial statement schedules have been omitted as the information is not required under the related instructions or is not
applicable.
(a)(3) List of Exhibits:
(b) Exhibits:
EXHIBIT INDEX
3.1 Articles of Incorporation of Sound Financial Bancorp, Inc. (incorporated herein by reference to the Registration
3.2
4.1
Statement on Form S-1 filed with the SEC on March 27, 2012 (File No. 333-180385))
Bylaws of Sound Financial Bancorp, Inc. (incorporated herein by reference to the Current Report on Form 8-K filed
with the SEC on October 26, 2021 (File No. 001-35633))
Form of Common Stock Certificate of Sound Financial Bancorp, Inc. (incorporated herein by reference to the
Registration Statement on Form S-1 filed with the SEC on March 27, 2012 (File No. 333-180385))
4.2 Description of capital stock (incorporated herein by reference to the Annual Report on Form 10-K for the year ended
December 31, 2019 (File No. 001-35633))
4.3
Form of 5.25% Fixed-to-Floating Rate Subordinated Note due October 1, 2030 (included as Exhibit A to the
Subordinate Note Purchase Agreement included in Exhibit 10.16) (incorporated herein by reference to the Current
Report on Form 8-K filed with the SEC on September 21, 2020 (File No. 001-35633)).
10.1 Amended and Restated Employment Agreement dated January 25, 2019, by and between Sound Community Bank
and Laura Lee Stewart (incorporated herein by reference to the Current Report on Form 8-K filed with the SEC on
January 30, 2019 (File No. 001-35633))
10.2 Amended and Restated Supplemental Executive Retirement Agreement by and between Sound Community Bank and
Laura Lee Stewart (incorporated herein by reference to the Current Report on Form 8-K filed with the SEC on
November 27, 2015 (File No. 001-35633))
10.3 Amended and Restated Long Term Compensation Agreement by and between Sound Community Bank and Laura
Lee Stewart (incorporated herein by reference to the Current Report on Form 8-K filed with the SEC on November
27, 2015 (File No. 001-35633))
10.4 Amended and Restated Confidentiality, Non-Competition and Non-Solicitation Agreement by and between
Sound Community Bank and Laura Lee Stewart (incorporated herein by reference to the Current Report on
Form 8-K filed with the SEC on December 16, 2019 (File No. 001-35633))
2008 Equity Incentive Plan (incorporated herein by reference to the Annual Report on Form 10-K filed with the SEC
on March 31, 2009 (File No. 000-52889))
10.5
10.6 Forms of Incentive Stock Option Agreement, Non-Qualified Stock Option Agreement and Restricted Stock
Agreements under the 2008 Equity Incentive Plan (incorporated herein by reference to the Current Report on Form 8-
K filed with the SEC on January 29, 2009 (File No. 000-52889))
10.7
Summary of Annual Bonus Plan (incorporated herein by reference to the Current Report on Form 8-K filed
with the SEC on February 3, 2020 (File No. 000-35633))
10.8 Amended and Restated 2013 Equity Incentive Plan (included as Annex A to the Company's proxy statement filed
with the SEC on April 12, 2018 and incorporated herein by reference (File No. 001-35633))
10.9
Form of Incentive Stock Option Agreement, Non-Qualified Stock Option Agreement and Restricted Stock
Agreement under the 2013 Equity Incentive Plan (included as Exhibit 10.14 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended September 30, 2013 and incorporated herein by reference (File
No. 001-35633))
10.10 Form of Adoption Agreement for the Sound Community Bank Nonqualified Deferred Compensation Plan
(incorporated herein by reference to the Annual Report on Form 10-K filed with the SEC on March 30, 2021 (File
No. (001-35633))
10.11 The Sound Community Bank Nonqualified Deferred Compensation Plan (incorporated herein by reference to the
Current Report on Form 8-K filed with the SEC on March 24, 2017 (File No. 001-35633))
10.12 Change of Control Agreement dated October 25, 2018, by and among Sound Financial Bancorp, Inc., Sound
Community Bank and Heidi Sexton (incorporated herein by reference to the Current Report on Form 8-K filed with
the SEC on October 26, 2018 (File No. (001-35633))
10.13 Credit Union of the Pacific Incentive Compensation Achievement Plan, dated January 1, 1994 (incorporated herein
by reference to the Annual Report on Form 10-K filed with the SEC on March 14, 2019 (File No. (001-35633))
10.14 Form of Subordinated Note Purchase Agreement, dated September 18, 2020, by and among Sound Financial
Bancorp, Inc. and the Purchasers (incorporated herein by reference to the Current Report on Form 8-K filed with
the SEC on September 21, 2020 (File No. 001-35633)).
10.15 Change of Control Agreement dated August 25, 2021, by and among Sound Financial Bancorp, Inc., Sound
Community Bank and Wes Ochs (incorporated herein by reference to the Current Report on Form 8-K filed with the
SEC on August 31, 2021 (File No. (001-35633))
23
Consent of Independent Registered Public Accounting Firm
31.1 Rule 13(a)-14(a) Certification (Chief Executive Officer)
31.2 Rule 13(a)-14(a) Certification (Chief Financial Officer)
32
101 The following financial statements from the Sound Financial Bancorp, Inc. Annual Report on Form 10-K for the year
Section 1350 Certification
ended December 31, 2021, formatted in Extensive Business Reporting Language (XBRL): (i) consolidated balance
sheets, (ii) consolidated statements of income, (iii) consolidated statements of comprehensive income, (iv)
consolidated statements of equity (v) consolidated statements of cash flows and (vi) the notes to consolidated
financial statements
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
(c) Financial Statements Schedules - None
Item 16. Form 10-K Summary - None
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.
SIGNATURES
Date: March 14, 2022
Sound Financial Bancorp, Inc.
By:
By:
By:
/s/ Laura Lee Stewart
Laura Lee Stewart, President, Chief Executive Officer and Interim Chief
Credit Officer
(Principal Executive Officer)
/s/ Wes Ochs
Wes Ochs
Executive Vice President/Chief Strategy Officer and Chief Financial
Officer
(Principal Financial Officer)
/s/ Jennifer L. Mallon
Jennifer L. Mallon
Senior Vice President/Chief Accounting Officer
(Principal Accounting Officer)
POWER OF ATTORNEY
We, the undersigned officers and directors of Sound Financial Bancorp, Inc., hereby severally and individually constitute and
appoint Laura Lee Stewart and Wes Ochs, and each of them, the true and lawful attorneys and agents of each of us to execute in
the name, place and stead of each of us (individually and in any capacity stated below) any and all amendments to this Annual
Report on Form 10-K and all instruments necessary or advisable in connection therewith and to file the same with the Securities
and Exchange Commission, each of said attorneys and agents to have the power to act with or without the others and to have
full power and authority to do and perform in the name and on behalf of each of the undersigned every act whatsoever
necessary or advisable to be done in the premises as fully and to all intents and purposes as any of the undersigned might or
could do in person, and we hereby ratify and confirm our signatures as they may be signed by our said attorneys and agents or
each of them to any and all such amendments and instruments.
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.
/s/ Laura Lee Stewart
Laura Lee Stewart, President, Chief Executive Officer,
Interim Chief Credit Officer and Director
(Principal Executive Officer)
Date: March 14, 2022
/s/ Jennifer L. Mallon
Jennifer L. Mallon, Senior Vice President/Chief
Accounting Officer
(Principal Accounting Officer)
Date: March 14, 2022
/s/ David S. Haddad, Jr.
David S. Haddad, Jr., Director
Date: March 14, 2022
/s/ Debra Jones
Debra Jones, Director
Date: March 14, 2022
/s/ James E. Sweeney
James E. Sweeney, Director
Date: March 14, 2022
/s/ Wes Ochs
Wes Ochs, Executive Vice President/Chief Strategy Officer
and Chief Financial Officer
(Principal Financial Officer)
Date: March 14, 2022
/s/ Tyler K. Myers
Tyler K. Myers, Chairman of the Board
Date: March 14, 2022
/s/ Robert F. Carney
Robert F. Carney, Director
Date: March 14, 2022
/s/ Rogelio Riojas
Rogelio Riojas, Director
Date: March 14, 2022
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Sound Financial Bancorp, Inc.
2400 3rd Avenue
Suite 150
Seattle, WA 98121
(206) 448-0884