Edgar Filing: FS Bancorp, Inc.

fsbw_Current_Folio_10Q

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10‑Q

(Mark One)

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

For the quarterly period ended June 30, 2018 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: 001‑35589

FS BANCORP, INC.

(Exact name of registrant as specified in its charter)


Washington		45‑4585178
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

6920 220th Street SW, Mountlake Terrace, Washington 98043

(Address of principal executive offices; Zip Code)

(425) 771‑5299

(Registrant’s telephone number, including area code)

None

(Former name, former address and former fiscal year, if changed since last report)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes [X] No [ ]

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


Large accelerated filer [ ]		Accelerated filer [ X ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)		Smaller reporting company [ ]
Emerging growth company [ ]

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes [ ] No [X]

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of August 3, 2018, there were 3,708,660 outstanding shares of the registrant’s common stock.

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FS Bancorp, Inc.

Form 10‑Q

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		Page Number
PART I	FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Balance Sheets at June 30, 2018 and December 31, 2017 (Unaudited)	3

	Consolidated Statements of Income for the Three and Six Months Ended June 30, 2018 and 2017 (Unaudited)	4

	Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2018 and 2017 (Unaudited)	5

	Consolidated Statements of Changes in Stockholders’ Equity for the Six Months Ended June 30, 2018 and 2017 (Unaudited)	6

	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2018 and 2017 (Unaudited)	7 - 8

	Notes to Consolidated Financial Statements	9 - 42

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	43 - 55

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	55

Item 4.	Controls and Procedures	55

PART II	OTHER INFORMATION	56

Item 1.	Legal Proceedings	56

Item 1A.	Risk Factors	56

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	56

Item 3.	Defaults Upon Senior Securities	56

Item 4.	Mine Safety Disclosures	56

Item 5.	Other Information	56

Item 6.	Exhibits	57 - 58

SIGNATURES		59

As used in this report, the terms “we,” “our,” “us,” “Company” and “FS Bancorp” refer to FS Bancorp, Inc. and its consolidated subsidiary, 1st Security Bank of Washington, unless the context indicates otherwise. When we refer to “Bank” in this report, we are referring to 1st Security Bank of Washington, the wholly owned subsidiary of FS Bancorp.

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Item 1. Financial Statements

FS BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share amounts) (Unaudited)


	June 30,		December 31,
ASSETS	2018		2017
Cash and due from banks	$	3,429	$	3,043
Interest-bearing deposits at other financial institutions		18,548		15,872
Total cash and cash equivalents		21,977		18,915
Certificates of deposit at other financial institutions		17,611		18,108
Securities available-for-sale, at fair value		98,465		82,480
Loans held for sale, at fair value		55,191		53,463
Loans receivable, net		881,200		761,558
Accrued interest receivable		4,071		3,566
Premises and equipment, net		16,273		15,458
Federal Home Loan Bank (“FHLB”) stock, at cost		7,742		2,871
Bank owned life insurance (“BOLI”), net		13,498		10,328
Servicing rights, held at the lower of cost or fair value		8,352		6,795
Goodwill		2,312		2,312
Core deposit intangible, net		1,164		1,317
Other assets		4,686		4,612
TOTAL ASSETS	$	1,132,542	$	981,783
LIABILITIES
Deposits:
Noninterest-bearing accounts	$	184,357	$	186,890
Interest-bearing accounts		685,756		642,952
Total deposits		870,113		829,842
Borrowings		106,526		7,529
Subordinated note:
Principal amount		10,000		10,000
Unamortized debt issuance costs		(145)		(155)
Total subordinated note less unamortized debt issuance costs		9,855		9,845
Deferred tax liability, net		27		607
Other liabilities		16,650		11,958
Total liabilities		1,003,171		859,781
COMMITMENTS AND CONTINGENCIES (NOTE 7)
STOCKHOLDERS’ EQUITY
Preferred stock, $.01 par value; 5,000,000 shares authorized; none issued or outstanding		—		—
Common stock, $.01 par value; 45,000,000 shares authorized; 3,708,660 and 3,680,152 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively		37		37
Additional paid-in capital		56,344		55,135
Retained earnings		76,102		68,422
Accumulated other comprehensive loss, net of tax		(2,127)		(475)
Unearned shares – Employee Stock Ownership Plan (“ESOP”)		(985)		(1,117)
Total stockholders’ equity		129,371		122,002
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,132,542	$	981,783

See accompanying notes to these consolidated financial statements.

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FS BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands, except per share amounts) (Unaudited)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2018		2017		2018		2017
INTEREST INCOME
Loans receivable, including fees	$	13,135	$	10,401	$	25,391	$	19,773
Interest and dividends on investment securities, cash and cash equivalents, and certificates of deposit at other financial institutions		887		736		1,619		1,397
Total interest and dividend income		14,022		11,137		27,010		21,170
INTEREST EXPENSE
Deposits		1,432		896		2,675		1,748
Borrowings		496		106		576		145
Subordinated note		169		169		337		336
Total interest expense		2,097		1,171		3,588		2,229
NET INTEREST INCOME		11,925		9,966		23,422		18,941
PROVISION FOR LOAN LOSSES		450		—		800		—
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		11,475		9,966		22,622		18,941
NONINTEREST INCOME
Service charges and fee income		670		1,003		1,329		1,864
Gain on sale of loans		4,671		4,460		8,649		8,815
Gain on sale of investment securities		—		237		113		237
Gain on sale of mortgage servicing rights (“MSR”)		—		958		—		958
Earnings on cash surrender value of BOLI		88		71		170		140
Other noninterest income		185		228		377		363
Total noninterest income		5,614		6,957		10,638		12,377
NONINTEREST EXPENSE
Salaries and benefits		7,671		6,916		14,719		13,034
Operations		1,541		1,443		2,901		2,929
Occupancy		704		645		1,353		1,289
Data processing		679		593		1,319		1,160
Loan costs		704		543		1,332		1,252
Professional and board fees		463		402		907		883
Federal Deposit Insurance Corporation (“FDIC”) insurance		90		119		131		253
Marketing and advertising		215		182		364		320
Amortization of core deposit intangible		77		100		153		200
Impairment on servicing rights		—		1		—		1
Total noninterest expense		12,144		10,944		23,179		21,321
INCOME BEFORE PROVISION FOR INCOME TAXES		4,945		5,979		10,081		9,997
PROVISION FOR INCOME TAXES		688		1,620		1,502		3,045
NET INCOME	$	4,257	$	4,359	$	8,579	$	6,952
Basic earnings per share	$	1.19	$	1.50	$	2.40	$	2.40
Diluted earnings per share	$	1.13	$	1.41	$	2.28	$	2.25

See accompanying notes to these consolidated financial statements.

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FS BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands) (Unaudited)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2018		2017		2018		2017
Net Income	$	4,257	$	4,359	$	8,579	$	6,952
Other comprehensive (loss) income, before tax:
Securities available-for-sale:
Unrealized holding (loss) gain during year		(524)		767		(1,991)		931
Income tax benefit (provision) related to unrealized holding (loss) gain		113		(270)		428		(328)
Reclassification adjustment for realized gain included in net income		—		(237)		(113)		(237)
Income tax provision related to reclassification for realized gain		—		83		24		83
Other comprehensive (loss) income, net of tax		(411)		343		(1,652)		449
COMPREHENSIVE INCOME	$	3,846	$	4,702	$	6,927	$	7,401

See accompanying notes to these consolidated financial statements.

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FS BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Dollars in thousands, except share amounts) (Unaudited)


								Accumulated
								Other
				Additional				Comprehensive		Unearned		Total
	Common Stock			Paid-in		Retained		(Loss) Income,		ESOP		Stockholders’
	Shares	Amount		Capital		Earnings		Net of Tax		Shares		Equity
BALANCE, January 1, 2017	3,059,503	$	31	$	27,334	$	55,584	$	(536)	$	(1,380)	$	81,033
Net income	—	$	—		—		6,952		—		—	$	6,952
Dividends paid ($0.20 per share)	—	$	—		—		(616)		—		—	$	(616)
Share-based compensation	—	$	—		358		—		—		—	$	358
Common stock repurchased	(6,198)	$	—		(275)		—		—		—	$	(275)
Stock options exercised	21,863	$	—		369		—		—		—	$	369
Other comprehensive income, net of tax	—	$	—		—		—		449		—	$	449
ESOP shares allocated	—	$	—		422		—		—		132	$	554
BALANCE, June 30, 2017	3,075,168	$	31	$	28,208	$	61,920	$	(87)	$	(1,248)	$	88,824

BALANCE, January 1, 2018	3,680,152	$	37	$	55,135	$	68,422	$	(475)	$	(1,117)	$	122,002
Net income	—	$	—		—		8,579		—		—	$	8,579
Dividends paid ($0.24 per share)	—	$	—		—		(899)		—		—	$	(899)
Share-based compensation	—	$	—		285		—		—		—	$	285
Common stock repurchased	(4,325)	$	—		(250)		—		—		—	$	(250)
Stock options exercised	32,833	$	—		554		—		—		—	$	554
Other comprehensive loss, net of tax	—	$	—		—		—		(1,652)		—	$	(1,652)
ESOP shares allocated	—	$	—		620		—		—		132	$	752
BALANCE, June 30, 2018	3,708,660	$	37	$	56,344	$	76,102	$	(2,127)	$	(985)	$	129,371

See accompanying notes to these consolidated financial statements.

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FS BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands) (Unaudited)


	Six Months Ended June 30,
	2018		2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	8,579	$	6,952
Adjustments to reconcile net income to net cash from operating activities
Provision for loan losses		800		—
Depreciation, amortization and accretion		2,640		1,514
Compensation expense related to stock options and restricted stock awards		285		358
ESOP compensation expense for allocated shares		752		554
Increase in cash surrender value of BOLI		(170)		(140)
Gain on sale of loans held for sale		(8,567)		(8,815)
Gain on sale of portfolio loans		(82)		—
Gain on sale of investment securities		(113)		(237)
Gain on sale of MSR		—		(958)
Origination of loans held for sale		(313,203)		(311,088)
Proceeds from sale of loans held for sale		317,431		312,986
Impairment of servicing rights		—		1
Changes in operating assets and liabilities
Accrued interest receivable		(468)		(379)
Other assets		(74)		(229)
Other liabilities		4,565		1,200
Net cash from operating activities		12,375		1,719
CASH FLOWS USED BY INVESTING ACTIVITIES
Activity in securities available-for-sale:
Proceeds from sale of investment securities		5,305		29,988
Maturities, prepayments, sales, and calls		4,315		3,653
Purchases		(27,845)		(30,093)
Maturities of certificates of deposit at other financial institutions		496		1,240
Purchase of certificates of deposit at other financial institutions		—		(4,102)
Loan originations and principal collections, net		(104,670)		(88,735)
Purchase of portfolio loans		(21,618)		(26,220)
Proceeds from sale of portfolio loans		5,551		—
Purchase of premises and equipment, net		(1,649)		(323)
Purchase of BOLI		(3,000)		—
FHLB stock, net		(4,871)		(1,190)
Proceeds from sale of MSR		—		4,827
Net cash used by investing activities		(147,986)		(110,955)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits		40,271		73,104
Proceeds from borrowings		513,985		217,260
Repayments of borrowings		(414,988)		(199,260)
Dividends paid		(899)		(616)
Proceeds from stock options exercised		554		369
Common stock repurchased		(250)		(275)
Net cash from financing activities		138,673		90,582
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		3,062		(18,654)
CASH AND CASH EQUIVALENTS, beginning of period		18,915		36,456
CASH AND CASH EQUIVALENTS, end of period	$	21,977	$	17,802

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FS BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(In thousands) (Unaudited)

SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest on deposits and borrowings	$	3,513	$	2,228
Income taxes	$	1,200	$	2,760
SUPPLEMENTARY DISCLOSURES OF NONCASH OPERATING, INVESTING AND FINANCING ACTIVITIES
Change in unrealized (loss) gain on investment securities, net	$	(2,105)	$	694
Retention of gross mortgage servicing rights from loan sales	$	2,519	$	2,242

See accompanying notes to these consolidated financial statements

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NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations - FS Bancorp, Inc. (the “Company”) was incorporated in September 2011 as the holding company for 1st Security Bank of Washington (the “Bank” or “1st Security Bank”) in connection with the Bank’s conversion from the mutual to stock form of ownership which was completed on July 9, 2012. The Bank is a community-based savings bank with 13 branches, including the newly opened Silverdale, Washington branch which opened on April 12, 2018, and seven loan production offices in suburban communities in the greater Puget Sound area within Snohomish, King, Pierce, Jefferson, Kitsap, and Clallam counties, and one loan production office in the market area of the Tri-Cities, Washington. The Bank provides loan and deposit services to customers who are predominantly small- and middle-market businesses and individuals. The Company and its subsidiary are subject to regulation by certain federal and state agencies and undergo periodic examination by these regulatory agencies.

Pursuant to the Plan of Conversion (the “Plan”), the Company’s Board of Directors adopted an employee stock ownership plan (“ESOP”) which purchased 8% of the common stock in the open market or 259,210 shares. As provided for in the Plan, the Bank also established a liquidation account in the amount of retained earnings at December 31, 2011. The liquidation account is maintained for the benefit of eligible savings account holders at June 30, 2007, and supplemental eligible account holders as of March 31, 2012, who maintain deposit accounts at the Bank after the conversion. The conversion was accounted for as a change in corporate form with the historic basis of the Company’s assets, liabilities, and equity unchanged as a result.

Financial Statement Presentation - The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10‑Q and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission (“SEC”). It is recommended that these unaudited interim consolidated financial statements be read in conjunction with the Company’s Annual Report on Form 10‑K with all of the audited information and footnotes required by U.S. GAAP for complete financial statements for the year ended December 31, 2017, as filed with the SEC on March 16, 2018. In the opinion of management, all normal adjustments and recurring accruals considered necessary for a fair presentation of the financial position and results of operations for the periods presented have been included.

The results for the three and six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018, or any other future period. The preparation of financial statements, in conformity with U.S. GAAP, requires management to make estimates and assumptions that affect amounts reported in the financial statements. Actual results could differ from these estimates. Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan and lease losses, fair value of financial instruments, the valuation of servicing rights, and the deferred income taxes.

Amounts presented in the consolidated financial statements and footnote tables are rounded and presented in thousands of dollars except per share amounts. In the narrative footnote discussion, amounts are rounded and presented in millions of dollars to one decimal point if the amounts are above $1.0 million. Amounts below $1.0 million are rounded and presented in dollars to the nearest thousands. Certain prior year amounts have been reclassified to conform to the 2018 presentation with no change to consolidated net income or stockholders’ equity previously reported.

Principles of Consolidation - The consolidated financial statements include the accounts of FS Bancorp, Inc. and its wholly owned subsidiary, 1st Security Bank of Washington. All material intercompany accounts have been eliminated in consolidation.

Segment Reporting - The Company operates in two business segments through the Bank: commercial and consumer banking and home lending. The Company’s business segments are determined based on the products and services provided, as well as the nature of the related business activities, and they reflect the manner in which financial information is regularly reviewed for the purpose of allocating resources and evaluating performance of the Company’s businesses. The results for these business segments are based on management’s accounting process, which assigns income statement items and assets to each responsible operating segment. This process is dynamic and is based on management’s view of the Company’s operations. See “Note 13 - Business Segments”.

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Subsequent Events - On July 17, 2018, FS Bancorp, Inc. announced the signing of a definitive merger agreement whereby the Company will acquire Anchor Bancorp (“Anchor”) in a stock and cash transaction valued at approximately $77.0 million. The transaction is subject to customary closing conditions, including the receipt of regulatory approvals and approval of the agreement by the shareholders of Anchor. See “Note 16 – Definitive Agreement”.

RECENT ACCOUNTING PRONOUNCEMENTS

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016‑02, Leases (Topic 842). ASU No. 2016‑02 requires lessees to recognize on the balance sheet the assets and liabilities arising from operating leases. A lessee should recognize a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term. A lessee should include payments to be made in an optional period only if the lessee is reasonably certain to exercise an option to extend the lease or not to exercise an option to terminate the lease. For a finance lease, interest payments should be recognized separately from amortization of the right-of-use asset in the statement of comprehensive income. For operating leases, the lease cost should be allocated over the lease term on a generally straight-line basis. The amendments in ASU 2016‑02 are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application of the amendments in the ASU is permitted. Once adopted, we expect to report higher assets and liabilities as a result of including right-of-use assets and lease liabilities related to certain banking offices and certain equipment under noncancelable operating lease agreements. As of December 31, 2017, we would have reported an increase of approximately $4.7 million in both assets and liabilities in the Consolidated Balance Sheets based on management’s estimate assuming the early adoption of this ASU.

In June 2016, the FASB issued ASU No. 2016‑13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The ASU is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. The ASU requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. Organizations will continue to use judgment to determine which loss estimation method is appropriate for their circumstances. The ASU requires enhanced disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio. These disclosures include qualitative and quantitative requirements that provide additional information about the amounts recorded in the financial statements. In addition, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early application will be permitted for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently evaluating the impact of this ASU on the Company’s consolidated financial statements. Once adopted, we anticipate our allowance for loan losses to increase through a one‑time adjustment to retained earnings, however, until our evaluation is complete the magnitude of the increase will be unknown.

In March 2017, the FASB issued ASU No. 2017‑08, Receivables - Nonrefundable Fees and Other Costs (Subtopic 310‑20): Premium Amortization on Purchased Callable Debt Securities. The ASU shortens the amortization period for certain callable debt securities held at a premium. The ASU will take effect for SEC filers for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The adoption of ASU No. 2017‑08 is not expected to have a material impact on the Company’s consolidated financial statements.

In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. This ASU amends the hedge accounting recognition and presentation requirements in ASC 815 to (1) improve the transparency and understandability of information conveyed to financial statement users about an entity’s risk management activities by better aligning the entity’s financial reporting for hedging relationships with those risk management activities and (2) reduce the complexity of and simplify the application of hedge accounting by preparers. The amendments in this ASU permit hedge accounting for hedging relationships involving nonfinancial risk and interest rate risk by removing certain limitations in cash flow and fair value hedging relationships. In addition, the

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ASU requires an entity to present the earnings effect of the hedging instrument in the same income statement line item in which the earnings effect of the hedged item is reported. The amendments in this ASU are effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2018 and early adoption is permitted. The adoption of ASU No. 2017-12 is not expected to have a material impact on the Company's consolidated financial statements.

In March 2018, the FASB issued ASU No. 2018-05, Income Taxes (Topic 740). This ASU was issued to provide guidance on the income tax accounting implications of the Tax Cuts and Jobs Act (“Tax Act”) and allows for entities to report provisional amounts for specific income tax effects of the Act for which the accounting under Topic 740 was not yet complete but a reasonable estimate could be determined. A measurement period of one year is allowed to complete the accounting effects under Topic 740 and revise any previous estimates reported. Any provisional amounts or subsequent adjustments included in an entity’s financial statements during the measurement period should be included in income from continuing operations as an adjustment to tax expense in the reporting period the amounts are determined. The Company adopted this ASU with the provisional adjustments as reported in the Consolidated Financial Statements on Form 10-K as of December 31, 2017. As of June 30, 2018, the Company did not incur any adjustments to the provisional recognition.

In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. This ASU was issued to expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. Previously, these awards were recorded at the fair value of consideration received or the fair value of the equity instruments issued and was measured as the earlier of the commitment date or date performance was completed. The amendments in this ASU require the awards to be measured at the grant-date fair value of the equity instrument. ASU No. 2018-07 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, but no earlier than an entity's adoption of Topic 606. The adoption of ASU No. 2018-07 is not expected to have a material impact on the Company's future consolidated financial statements.

Application of New Accounting Guidance Adopted in 2018

On January 1, 2018, the Company adopted FASB issued ASU No. 2014‑09, Revenue from Contracts with Customers and all subsequent amendments to the ASU (collectively “ASC 606”), which created Topic 606 and supersedes Topic 605, Revenue Recognition. In August 2015, FASB issued ASU No. 2015‑14, Revenue from Contracts with Customers (Topic 606), which postponed the effective date of 2014‑09. The core principle of Topic 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In general, the new guidance requires companies to use more judgment and make more estimates than under past guidance, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. For financial reporting purposes, the Company utilized the modified retrospective approach, meaning the ASU is applied only to the most current period presented in the financial statements with the cumulative effect of initially applying the standard recognized at the date of initial application. As a bank holding company, key revenue sources, such as interest income on loans, investment securities and deposits, as well as other sources of income including loan fees, security sales, and derivatives have been identified as out of the scope of this new guidance. Management conducted an assessment of the revenue streams that were affected by the new guidance and identified those considered material and in scope to ensure compliance with the new guidance concluding those related to credit and debit card fees, and service charges and fees on deposit accounts. No additional changes to processes or procedures were identified for the recognition of revenues in scope. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements. However, additional disclosures required by the ASU have been included in “Note 15 - Revenue from Contracts with Customers” to the Company’s consolidated financial statements.

On January 1, 2018, the FASB issued ASU No. 2016‑01, Financial Instruments - Overall (Subtopic 825‑10): Recognition and Measurement of Financial Assets and Financial Liabilities. The new guidance improves the recognition and measurement of financial instruments. This ASU requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes and requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (i.e., securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements. Exit price is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

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This ASU also eliminates the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet. The adoption of ASU No. 2016-01 did not have a material impact on the Company’s consolidated financial statements. The disclosures to the Company’s consolidated financial statements have been updated appropriately using the exit price notion in “Note 8 – Fair Value of Financial Instruments”.

In May 2018, the FASB issued ASU No. 2018-06, Codification Improvements to Topic 942, Financial Services - Depository and Lending. This ASU updates outdated guidance related to the Office of Comptroller of the Currency’s (OCC) Banking Circular 202, Accounting for Net Deferred Tax Charges, as the guidance has been rescinded by OCC and is no longer relevant. The amendments in this ASU are effective immediately. The adoption of ASU No. 2018-06 is not expected to have a material impact on the Company's consolidated financial statements.

NOTE 2 - SECURITIES AVAILABLE-FOR-SALE

The following tables present the amortized costs, unrealized gains, unrealized losses, and estimated fair values of securities available-for-sale at June 30, 2018 and December 31, 2017:


	June 30, 2018
							Estimated
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Values
SECURITIES AVAILABLE-FOR-SALE
U.S. agency securities	$	16,064	$	23	$	(165)	$	15,922
Corporate securities		7,092		6		(203)		6,895
Municipal bonds		10,871		—		(389)		10,482
Mortgage-backed securities		50,570		24		(1,531)		49,063
U.S. Small Business Administration securities		16,578		—		(475)		16,103
Total securities available-for-sale	$	101,175	$	53	$	(2,763)	$	98,465


	December 31, 2017
							Estimated
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Values
SECURITIES AVAILABLE-FOR-SALE
U.S. agency securities	$	9,077	$	49	$	(11)	$	9,115
Corporate securities		7,113		9		(96)		7,026
Municipal bonds		12,720		148		(82)		12,786
Mortgage-backed securities		40,161		63		(490)		39,734
U.S. Small Business Administration securities		14,014		—		(195)		13,819
Total securities available-for-sale	$	83,085	$	269	$	(874)	$	82,480

At June 30, 2018, the Bank had pledged seven securities held at the FHLB of Des Moines with a carrying value of $10.8 million to secure Washington State public deposits of $7.4 million with a $3.0 million collateral requirement by the Washington Public Deposit Protection Commission. At December 31, 2017, the Bank pledged nine securities held at the FHLB of Des Moines with a carrying value of $10.7 million to secure Washington State public deposits of $7.6 million with a $3.2 million minimum collateral requirement by the Washington Public Deposit Protection Commission.

Investment securities that were in an unrealized loss position at June 30, 2018 and December 31, 2017 are presented in the following tables, based on the length of time individual securities have been in an unrealized loss position. Management believes that these securities are only temporarily impaired due to changes in market interest rates or the widening of

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market spreads subsequent to the initial purchase of the securities, and not due to concerns regarding the underlying credit of the issuers or the underlying collateral.


	June 30, 2018
	Less than 12 Months				12 Months or Longer				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses
SECURITIES AVAILABLE-FOR-SALE
U.S. agency securities	$	11,898	$	(165)	$	—	$	—	$	11,898	$	(165)
Corporate securities		4,009		(87)		1,880		(116)		5,889		(203)
Municipal bonds		8,659		(212)		1,823		(177)		10,482		(389)
Mortgage-backed securities		27,807		(671)		17,532		(860)		45,339		(1,531)
U.S. Small Business Administration securities		12,999		(358)		3,105		(117)		16,104		(475)
Total	$	65,372	$	(1,493)	$	24,340	$	(1,270)	$	89,712	$	(2,763)


	December 31, 2017
	Less than 12 Months				12 Months or Longer				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses
SECURITIES AVAILABLE-FOR-SALE
U.S. agency securities	$	2,987	$	(11)	$	—	$	—	$	2,987	$	(11)
Corporate securities		4,102		(15)		1,915		(81)		6,017		(96)
Municipal bonds		5,982		(82)		—		—		5,982		(82)
Mortgage-backed securities		7,262		(61)		20,635		(429)		27,897		(490)
U.S. Small Business Administration securities		11,876		(162)		1,943		(33)		13,819		(195)
Total	$	32,209	$	(331)	$	24,493	$	(543)	$	56,702	$	(874)

There were 45 investments with unrealized losses of less than one year, and 18 investments with unrealized losses of more than one year at June 30, 2018. There were 21 investments with unrealized losses of less than one year, and 17 investments with unrealized losses of more than one year at December 31, 2017. The unrealized losses associated with these investments are believed to be caused by changes in market interest rates that are considered to be temporary and the Company does not intend to sell the securities, and it is not likely to be required to sell these securities prior to maturity. Based on the Company’s evaluation of these securities, no other-than-temporary impairment was recorded for the six months ended June 30, 2018, or for the year ended December 31, 2017.

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The contractual maturities of securities available-for-sale at June 30, 2018 and December 31, 2017 are listed below. Expected maturities of mortgage-backed securities may differ from contractual maturities because borrowers may have the right to call or prepay the obligations; therefore, these securities are classified separately with no specific maturity date.


	June 30, 2018				December 31, 2017
	Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value
U.S. agency securities
Due after five years through ten years	$	11,066	$	10,994	$	4,079	$	4,124
Due after ten years		4,998		4,928		4,998		4,991
Subtotal		16,064		15,922		9,077		9,115
Corporate securities
Due after one year through five years		6,096		5,990		5,117		5,111
Due after five years through ten years		996		905		1,996		1,915
Subtotal		7,092		6,895		7,113		7,026
Municipal bonds
Due after one year through five years		2,659		2,589		2,001		2,026
Due after five years through ten years		1,150		1,130		4,111		4,206
Due after ten years		7,062		6,763		6,608		6,554
Subtotal		10,871		10,482		12,720		12,786
Mortgage-backed securities
Federal National Mortgage Association (“FNMA”)		33,586		32,675		23,310		23,091
Federal Home Loan Mortgage Corporation (“FHLMC”)		11,185		10,757		10,818		10,629
Government National Mortgage Association (“GNMA”)		5,799		5,631		6,033		6,014
Subtotal		50,570		49,063		40,161		39,734
U.S. Small Business Administration securities
Due after five years through ten years		14,672		14,263		12,065		11,896
Due after ten years		1,906		1,840		1,949		1,923
Subtotal		16,578		16,103		14,014		13,819
Total	$	101,175	$	98,465	$	83,085	$	82,480

The proceeds and resulting gains and losses, computed using specific identification from sales of securities available-for-sale for the three and six months ended June 30, 2018 and 2017 were as follows:


	Three Months Ended						Six Months Ended
	June 30, 2018						June 30, 2018
			Gross		Gross				Gross		Gross
	Proceeds		Gains		(Losses)		Proceeds		Gains		(Losses)
Securities available-for-sale	$	—	$	—	$	—	$	5,305	$	113	$	—


	Three Months Ended						Six Months Ended
	June 30, 2017						June 30, 2017
			Gross		Gross				Gross		Gross
	Proceeds		Gains		(Losses)		Proceeds		Gains		(Losses)
Securities available-for-sale	$	29,988	$	237	$	—	$	29,988	$	237	$	—

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NOTE 3 - LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES

The composition of the loan portfolio was as follows at June 30, 2018 and December 31, 2017:


	June 30,		December 31,
	2018		2017
REAL ESTATE LOANS
Commercial	$	64,599	$	63,611
Construction and development		160,521		143,068
Home equity		25,460		25,289
One-to-four-family (excludes loans held for sale)		177,988		163,655
Multi-family		47,695		44,451
Total real estate loans		476,263		440,074
CONSUMER LOANS
Indirect home improvement		147,067		130,176
Solar		42,189		41,049
Marine		48,591		35,397
Other consumer		2,027		2,046
Total consumer loans		239,874		208,668
COMMERCIAL BUSINESS LOANS
Commercial and industrial		110,962		83,306
Warehouse lending		66,681		41,397
Total commercial business loans		177,643		124,703
Total loans receivable, gross		893,780		773,445
Allowance for loan losses		(11,571)		(10,756)
Deferred costs and fees, net		(2,885)		(2,708)
Premiums on purchased loans		1,876		1,577
Total loans receivable, net	$	881,200	$	761,558

Most of the Company’s commercial and multi-family real estate, construction, residential, and/or commercial business lending activities are with customers located in the greater Puget Sound area and near our one loan production office located in the Tri-Cities, Washington. The Company originates real estate, consumer, and commercial business loans and has concentrations in these areas, however, indirect home improvement loans are originated through a network of home improvement contractors and dealers located throughout Washington, Oregon, California, Idaho, Colorado, and Arizona. The Company also originates solar loans through contractors and dealers in the state of California. Loans are generally secured by collateral and rights to collateral vary and are legally documented to the extent practicable. Local economic conditions may affect borrowers’ ability to meet the stated repayment terms.

The Company has defined its loan portfolio into three segments that reflect the structure of the lending function, the Company’s strategic plan and the manner in which management monitors performance and credit quality. The three loan portfolio segments are: (a) Real Estate Loans, (b) Consumer Loans and (c) Commercial Business Loans. Each of these segments is disaggregated into classes based on the risk characteristics of the borrower and/or the collateral type securing the loan. The following is a summary of each of the Company’s loan portfolio segments and classes:

Real Estate Loans

Commercial Lending. Loans originated by the Company primarily secured by income producing properties, including retail centers, warehouses, and office buildings located in our market areas.

Construction and Development Lending. Loans originated by the Company for the construction of, and secured by, commercial real estate, one-to-four-family, and multi-family residences and tracts of land for development that are not pre-sold. A small portion of the one-to-four-family construction portfolio is custom construction loans to the intended occupant of the residence.

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Home Equity Lending. Loans originated by the Company secured by second mortgages on one-to-four-family residences, including home equity lines of credit in our market areas.

One-to-Four-Family Real Estate Lending. One-to-four-family residential loans include owner occupied properties (including second homes), and non-owner occupied properties. These loans originated by the Company are secured by first mortgages on one-to-four-family residences in our market areas that the Company intends to hold (excludes loans held for sale).

Multi-Family Lending. Apartment term lending (five or more units) to current banking customers and community reinvestment loans for low to moderate income individuals in the Company’s footprint.

Consumer Loans

Indirect Home Improvement. Fixture secured loans for home improvement are originated by the Company through its network of home improvement contractors and dealers and are secured by the personal property installed in, on, or at the borrower’s real property, and may be perfected with a UCC‑2 financing statement filed in the county of the borrower’s residence. These indirect home improvement loans include replacement windows, siding, roofing, pools, and other home fixture installations.

Solar. Fixture secured loans for solar related home improvement projects are originated by the Company through its network of contractors and dealers, and are secured by the personal property installed in, on, or at the borrower’s real property, and which may be perfected with a UCC‑2 financing statement filed in the county of the borrower’s residence.

Marine. Loans originated by the Company secured by boats to borrowers located in the states we originate consumer loans.

Other Consumer. Loans originated by the Company, including automobiles, recreational vehicles, direct home improvement loans, loans on deposits, and other consumer loans, primarily consisting of personal lines of credit.

Commercial Business Loans

Commercial and Industrial Lending (“C&I”). Loans originated by the Company to local small- and mid-sized businesses in our Puget Sound market area are secured primarily by accounts receivable, inventory, or personal property, plant and equipment. Some of the C&I loans purchased by the Company are outside of our standard Puget Sound market area. C&I loans are made on the basis of the borrower’s ability to make repayment from the cash flow of the borrower’s business.

Warehouse Lending. Loans originated to non-depository financial institutions and secured by notes originated by the non-depository financial institution. The Company has two distinct warehouse lending divisions: commercial warehouse re-lending secured by notes on construction loans and mortgage warehouse re-lending secured by notes on one-to-four-family loans. The Company’s commercial construction warehouse lines are secured by notes on construction loans and typically guaranteed by principles with experience in construction lending. Mortgage warehouse lending loans are funded through third-party residential mortgage bankers. Under this program the Company provides short-term funding to the mortgage banking companies for the purpose of originating residential mortgage loans for sale into the secondary market.

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The following tables detail activity in the allowance for loan losses by loan categories at or for the three and six months ended June 30, 2018 and 2017:


	At or For the Three Months Ended June 30, 2018
					Commercial
	Real Estate		Consumer		Business		Unallocated		Total
ALLOWANCE FOR LOAN LOSSES
Beginning balance	$	4,780	$	2,934	$	2,311	$	1,115	$	11,140
Provision for loan losses		330		285		255		(420)		450
Charge-offs		(1)		(223)		—		—		(224)
Recoveries		16		188		1		—		205
Net recoveries (charge-offs)		15		(35)		1		—		(19)
Ending balance	$	5,125	$	3,184	$	2,567	$	695	$	11,571
Period end amount allocated to:
Loans individually evaluated for impairment	$	21	$	109	$	—	$	—	$	130
Loans collectively evaluated for impairment		5,104		3,075		2,567		695		11,441
Ending balance	$	5,125	$	3,184	$	2,567	$	695	$	11,571
LOANS RECEIVABLE
Loans individually evaluated for impairment	$	317	$	310	$	—	$	—	$	627
Loans collectively evaluated for impairment		475,946		239,564		177,643		—		893,153
Ending balance	$	476,263	$	239,874	$	177,643	$	—	$	893,780


	At or For the Six Months Ended June 30, 2018
					Commercial
	Real Estate		Consumer		Business		Unallocated		Total
ALLOWANCE FOR LOAN LOSSES
Beginning balance	$	4,770	$	2,814	$	2,014	$	1,158	$	10,756
Provision for loan losses		343		370		550		(463)		800
Charge-offs		(4)		(451)		—		—		(455)
Recoveries		16		451		3		—		470
Net recoveries		12		—		3		—		15
Ending balance	$	5,125	$	3,184	$	2,567	$	695	$	11,571
Period end amount allocated to:
Loans individually evaluated for impairment	$	21	$	109	$	—	$	—	$	130
Loans collectively evaluated for impairment		5,104		3,075		2,567		695		11,441
Ending balance	$	5,125	$	3,184	$	2,567	$	695	$	11,571
LOANS RECEIVABLE
Loans individually evaluated for impairment	$	317	$	310	$	—	$	—	$	627
Loans collectively evaluated for impairment		475,946		239,564		177,643		—		893,153
Ending balance	$	476,263	$	239,874	$	177,643	$	—	$	893,780

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	At or For the Three Months Ended June 30, 2017
					Commercial
	Real Estate		Consumer		Business		Unallocated		Total
ALLOWANCE FOR LOAN LOSSES
Beginning balance	$	3,813	$	2,588	$	2,169	$	1,577	$	10,147
Provision for loan losses		331		87		282		(700)		—
Charge-offs		—		(179)		—		—		(179)
Recoveries		—		173		2		—		175
Net (charge-offs) recoveries		—		(6)		2		—		(4)
Ending balance	$	4,144	$	2,669	$	2,453	$	877	$	10,143
Period end amount allocated to:
Loans individually evaluated for impairment	$	—	$	—	$	—	$	—	$	—
Loans collectively evaluated for impairment		4,144		2,669		2,453		877		10,143
Ending balance	$	4,144	$	2,669	$	2,453	$	877	$	10,143
LOANS RECEIVABLE
Loans individually evaluated for impairment	$	439	$	—	$	—	$	—	$	439
Loans collectively evaluated for impairment		397,256		190,729		131,878		—		719,863
Ending balance	$	397,695	$	190,729	$	131,878	$	—	$	720,302


	At or For the Six Months Ended June 30, 2017
					Commercial
	Real Estate		Consumer		Business		Unallocated		Total
ALLOWANCE FOR LOAN LOSSES
Beginning balance	$	3,547	$	2,082	$	2,675	$	1,907	$	10,211
Provision for loan losses		596		661		(227)		(1,030)		—
Charge-offs		—		(384)		—		—		(384)
Recoveries		1		310		5		—		316
Net recoveries (charge-offs)		1		(74)		5		—		(68)
Ending balance	$	4,144	$	2,669	$	2,453	$	877	$	10,143
Period end amount allocated to:
Loans individually evaluated for impairment	$	—	$	—	$	—	$	—	$	—
Loans collectively evaluated for impairment		4,144		2,669		2,453		877		10,143
Ending balance	$	4,144	$	2,669	$	2,453	$	877	$	10,143
LOANS RECEIVABLE
Loans individually evaluated for impairment	$	439	$	—	$	—	$	—	$	439
Loans collectively evaluated for impairment		397,256		190,729		131,878		—		719,863
Ending balance	$	397,695	$	190,729	$	131,878	$	—	$	720,302

Non-accrual and Past Due Loans. Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Loans are automatically placed on non-accrual once the loan is 90 days past due or sooner if, in management’s opinion, the borrower may be unable to meet payment obligations as they become due, or as required by regulatory authorities.

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The following tables provide information pertaining to the aging analysis of contractually past due loans and non-accrual loans at June 30, 2018 and December 31, 2017:


	June 30, 2018
	30-59		60-89
	Days		Days		90 Days		Total				Total
	Past		Past		or More		Past				Loans		Non-
	Due		Due		Past Due		Due		Current		Receivable		Accrual
REAL ESTATE LOANS
Commercial	$	—	$	—	$	—	$	—	$	64,599	$	64,599	$	—
Construction and development		—		—		—		—		160,521		160,521		—
Home equity		—		—		72		72		25,388		25,460		176
One-to-four-family		—		141		—		141		177,847		177,988		141
Multi-family		—		—		—		—		47,695		47,695		—
Total real estate loans		—		141		72		213		476,050		476,263		317
CONSUMER LOANS
Indirect home improvement		360		127		114		601		146,466		147,067		274
Solar		24		44		16		84		42,105		42,189		35
Marine		16		—		—		16		48,575		48,591		—
Other consumer		11		1		—		12		2,015		2,027		1
Total consumer loans		411		172		130		713		239,161		239,874		310
COMMERCIAL BUSINESS LOANS
Commercial and industrial		—		—		—		—		110,962		110,962		—
Warehouse lending		—		—		—		—		66,681		66,681		—
Total commercial business loans		—		—		—		—		177,643		177,643		—
Total loans	$	411	$	313	$	202	$	926	$	892,854	$	893,780	$	627


	December 31, 2017
	30-59		60-89
	Days		Days		90 Days		Total				Total
	Past		Past		or More		Past				Loans		Non-
	Due		Due		Past Due		Due		Current		Receivable		Accrual
REAL ESTATE LOANS
Commercial	$	—	$	—	$	—	$	—	$	63,611	$	63,611	$	—
Construction and development		—		—		—		—		143,068		143,068		—
Home equity		122		—		136		258		25,031		25,289		151
One-to-four-family		142		—		—		142		163,513		163,655		142
Multi-family		—		—		—		—		44,451		44,451		—
Total real estate loans		264		—		136		400		439,674		440,074		293
CONSUMER LOANS
Indirect home improvement		255		215		99		569		129,607		130,176		195
Solar		49		19		—		68		40,981		41,049		—
Marine		—		—		—		—		35,397		35,397		—
Other consumer		—		—		—		—		2,046		2,046		—
Total consumer loans		304		234		99		637		208,031		208,668		195
COMMERCIAL BUSINESS LOANS
Commercial and industrial		—		551		—		551		82,755		83,306		551
Warehouse lending		—		—		—		—		41,397		41,397		—
Total commercial business loans		—		551		—		551		124,152		124,703		551
Total loans	$	568	$	785	$	235	$	1,588	$	771,857	$	773,445	$	1,039

There were no loans 90 days or more past due and still accruing interest at June 30, 2018 and December 31, 2017.

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The following tables provide additional information about our impaired loans that have been segregated to reflect loans for which an allowance for credit losses has been provided and loans for which no allowance was provided at June 30, 2018 and December 31, 2017:


	June 30, 2018
	Unpaid
	Principal				Recorded		Related
	Balance		Impairment		Investment		Allowance
WITH NO RELATED ALLOWANCE RECORDED
Home equity	$	176	$	—	$	176	$	—
WITH RELATED ALLOWANCE RECORDED
One-to-four-family		141		—		141		21
Consumer loans		310		—		310		109
		451		—		451		130
Total	$	627	$	—	$	627	$	130


	December 31, 2017
	Unpaid
	Principal				Recorded		Related
	Balance		Impairment		Investment		Allowance
WITH NO RELATED ALLOWANCE RECORDED
Home equity	$	151	$	—	$	151	$	—
One-to-four-family		67		(12)		55		—
Total real estate loans		218		(12)		206		—
Commercial business loans		551		—		551		—
		769		(12)		757		—
WITH RELATED ALLOWANCE RECORDED
One-to-four-family		142		—		142		21
Consumer loans		195		—		195		68
		337		—		337		89
Total	$	1,106	$	(12)	$	1,094	$	89

The following table presents the average recorded investment in loans individually evaluated for impairment and the interest income recognized and received for the three and six months ended June 30, 2018 and 2017:


	At or For the Three Months Ended
	June 30, 2018				June 30, 2017
	Average Recorded		Interest Income		Average Recorded		Interest Income
	Investment		Recognized		Investment		Recognized
WITH NO RELATED ALLOWANCE RECORDED
Home equity	$	148	$	1	$	240	$	—
One-to-four-family(1)		—		—		201		1
Total real estate loans		148		1		441		1
WITH RELATED ALLOWANCE RECORDED
One-to-four-family		271		1		—		—
Consumer loans		292		6		—		—
		563		7		—		—
Total	$	711	$	8	$	441	$	1

________________________

(1) Includes loans supported by Federal Housing Administration (“FHA”) guarantees.

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	At or For the Six Months Ended
	June 30, 2018				June 30, 2017
	Average Recorded		Interest Income		Average Recorded		Interest Income
	Investment		Recognized		Investment		Recognized
WITH NO RELATED ALLOWANCE RECORDED
Home equity	$	182	$	3	$	230	$	—
One-to-four-family (1)		—		—		178		4
Total real estate loans		182		3		408		4
WITH AN ALLOWANCE RECORDED
One-to-four-family		271		3		—		—
Consumer loans		276		11		—		—
		547		14		—		—
Total	$	729	$	17	$	408	$	4

_______________________

(1) Includes loans supported by FHA guarantees.

Credit Quality Indicators

As part of the Company’s on-going monitoring of credit quality of the loan portfolio, management tracks certain credit quality indicators including trends related to (i) the risk grading of loans, (ii) the level of classified loans, (iii) net charge-offs, (iv) non-performing loans and (v) the general economic conditions in the Company’s markets.

The Company utilizes a risk grading matrix to assign a risk grade to its real estate and commercial business loans. Loans are graded on a scale of 1 to 10, with loans in risk grades 1 to 6 considered “Pass” and loans in risk grades 7 to 10 are reported as classified loans in the Company’s allowance for loan loss analysis.

A description of the 10 risk grades is as follows:

Grades 1 and 2 - These grades include loans to very high quality borrowers with excellent or desirable business credit.

Grade 3 - This grade includes loans to borrowers of good business credit with moderate risk.

Grades 4 and 5 - These grades include “Pass” grade loans to borrowers of average credit quality and risk.

Grade 6 - This grade includes loans on management’s “Watch” list and is intended to be utilized on a temporary basis for “Pass” grade borrowers where frequent and thorough monitoring is required due to credit weaknesses and where significant risk-modifying action is anticipated in the near term.

Grade 7 - This grade is for “Other Assets Especially Mentioned” (“OAEM”) in accordance with regulatory guidelines and includes borrowers where performance is poor or significantly less than expected.

Grade 8 - This grade includes “Substandard” loans in accordance with regulatory guidelines which represent an unacceptable business credit where a loss is possible if loan weakness is not corrected.

Grade 9 - This grade includes “Doubtful” loans in accordance with regulatory guidelines where a loss is highly probable.

Grade 10 - This grade includes “Loss” loans in accordance with regulatory guidelines for which total loss is expected and when identified are charged off.

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Consumer, Home Equity, and One-to-Four-Family Real Estate Loans

Homogeneous loans are risk rated based upon the Federal Financial Institutions Examination Council’s Uniform Retail Credit Classification and Account Management Policy. Loans classified under this policy at the Company are consumer loans which include indirect home improvement, solar, marine, other consumer, and one-to-four-family first and second liens. Under the Uniform Retail Credit Classification Policy, loans that are current or less than 90 days past due are graded “Pass” and risk rated “4” or “5” internally. Loans that are past due more than 90 days are classified “Substandard” and risk rated “8” internally until the loan has demonstrated consistent performance, typically six months of contractual payments. Closed-end loans that are 120 days past due and open-end loans that are 180 days past due are charged off based on the value of the collateral less cost to sell.

The following tables summarize risk rated loan balances by category at the dates indicated:


	June 30, 2018
					Special
	Pass		Watch		Mention		Substandard		Doubtful		Loss
	(1 - 5)		(6)		(7)		(8)		(9)		(10)		Total
REAL ESTATE LOANS
Commercial	$	64,599	$	—	$	—	$	—	$	—	$	—	$	64,599
Construction and development		160,521		—		—		—		—		—		160,521
Home equity		25,284		—		—		176		—		—		25,460
One-to-four-family		177,847		—		—		141		—		—		177,988
Multi-family		47,695		—		—		—		—		—		47,695
Total real estate loans		475,946		—		—		317		—		—		476,263
CONSUMER LOANS
Indirect home improvement		146,793		—		—		274		—		—		147,067
Solar		42,154		—		—		35		—		—		42,189
Marine		48,591		—		—		—		—		—		48,591
Other consumer		2,026		—		—		1		—		—		2,027
Total consumer loans		239,564		—		—		310		—		—		239,874
COMMERCIAL BUSINESS LOANS
Commercial and industrial		103,262		2,228		338		5,134		—		—		110,962
Warehouse lending		66,681		—		—		—		—		—		66,681
Total commercial business loans		169,943		2,228		338		5,134		—		—		177,643
Total loans receivable, gross	$	885,453	$	2,228	$	338	$	5,761	$	—	$	—	$	893,780

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	December 31, 2017
					Special
	Pass		Watch		Mention		Substandard		Doubtful		Loss
	(1 - 5)		(6)		(7)		(8)		(9)		(10)		Total
REAL ESTATE LOANS
Commercial	$	62,057	$	—	$	1,554	$	—	$	—	$	—	$	63,611
Construction and development		143,068		—		—		—		—		—		143,068
Home equity		25,138		—		—		151		—		—		25,289
One-to-four-family		163,513		—		—		142		—		—		163,655
Multi-family		44,451		—		—		—		—		—		44,451
Total real estate loans		438,227		—		1,554		293		—		—		440,074
CONSUMER LOANS
Indirect home improvement		129,981		—		—		195		—		—		130,176
Solar		41,049		—		—		—		—		—		41,049
Marine		35,397		—		—		—		—		—		35,397
Other consumer		1,998		—		—		48		—		—		2,046
Total consumer loans		208,425		—		—		243		—		—		208,668
COMMERCIAL BUSINESS LOANS
Commercial and industrial		76,942		—		425		5,939		—		—		83,306
Warehouse lending		40,724		673		—		—		—		—		41,397
Total commercial business loans		117,666		673		425		5,939		—		—		124,703
Total loans receivable, gross	$	764,318	$	673	$	1,979	$	6,475	$	—	$	—	$	773,445

NOTE 4 - SERVICING RIGHTS

Loans serviced for others are not included on the Consolidated Balance Sheets. The unpaid principal balances of permanent loans serviced for others were $955.1 million and $778.9 million at June 30, 2018 and December 31, 2017, respectively, and are carried at the lower of cost or market.

The following table summarizes servicing rights activity for the three and six months ended June 30, 2018 and 2017:


	At or For the Three Months Ended
	June 30,
	2018		2017
Beginning balance	$	7,515	$	8,939
Additions		1,381		1,253
Sales		—		(4,751)
Servicing rights amortized		(544)		(541)
Impairment on servicing rights		—		(1)
Ending balance	$	8,352	$	4,899

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	At or For the Six Months Ended
	June 30,
	2018		2017
Beginning balance	$	6,795	$	8,459
Additions		2,519		2,242
Sales		—		(4,751)
Servicing rights amortized		(962)		(1,050)
Impairment on servicing rights		—		(1)
Ending balance	$	8,352	$	4,899

The fair market value of the permanent servicing rights’ assets was $12.0 million and $8.6 million at June 30, 2018 and December 31, 2017, respectively. Fair value adjustments to servicing rights are mainly due to market based assumptions associated with discounted cash flows, loan prepayment speeds, and changes in interest rates. A significant change in prepayments of the loans in the servicing portfolio could result in significant changes in the valuation adjustments, thus creating potential volatility in the carrying amount of servicing rights.

The following provides valuation assumptions used in determining the fair value of mortgage servicing rights (“MSR”) at the dates indicated:


	At June 30,
	2018		2017
Key assumptions:
Weighted average discount rate	9.5	%	9.5	%
Conditional prepayment rate (“CPR”)	9.0	%	10.3	%
Weighted average life in years	8.0		7.1

Key economic assumptions and the sensitivity of the current fair value for single family MSR to immediate adverse changes in those assumptions at June 30, 2018 and December 31, 2017 were as follows:


				June 30, 2018			December 31, 2017
Aggregate portfolio principal balance				$	952,257		$	775,093
Weighted average rate of note					4.2	%		4.1	%

At June 30, 2018	Base			0.5%Adverse Rate Change			1.0%Adverse Rate Change
Conditional prepayment rate		9.0	%		10.9	%		15.3	%
Fair value MSR	$	12,016		$	10,752		$	9,162
Percentage of MSR		1.3	%		1.1	%		1.0	%

Discount rate		9.8	%		10.3	%		10.8	%
Fair value MSR	$	12,016		$	11,754		$	11,503
Percentage of MSR		1.3	%		1.2	%		1.2	%

At December 31, 2017	Base			0.5%Adverse Rate Change			1.0%Adverse Rate Change
Conditional prepayment rate		10.9	%		17.7	%		24.5	%
Fair value MSR	$	8,602		$	6,811		$	5,614
Percentage of MSR		1.1	%		0.9	%		0.7	%

Discount rate		9.6	%		10.1	%		10.6	%
Fair value MSR	$	8,602		$	8,433		$	8,271
Percentage of MSR		1.1	%		1.1	%		1.1	%

The above table shows the sensitivity to market rate changes for the par rate coupon for a conventional one-to-four-family FNMA, FHLMC, GNMA, or FHLB serviced home loan. The above tables reference a 50 basis point and 100 basis point decrease in note rates.

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These sensitivities are hypothetical and should be used with caution as the tables above demonstrate the Company’s methodology for estimating the fair value of MSR, which is highly sensitive to changes in key assumptions. For example, actual prepayment experience may differ and any difference may have a material effect on MSR fair value. Changes in fair value resulting from changes in assumptions generally cannot be extrapolated because the relationship of the change in the assumption to the change in fair value may not be linear. Also, in these tables, the effects of a variation in a particular assumption on the fair value of the MSR is calculated without changing any other assumption; in reality, changes in one factor may be associated with changes in another (for example, decreases in market interest rates may provide an incentive to refinance, however, this may also indicate a slowing economy and an increase in the unemployment rate, which reduces the number of borrowers who qualify for refinancing), which may magnify or counteract the sensitivities. Thus, any measurement of MSR fair value is limited by the conditions existing and assumptions made at a particular point in time. Those assumptions may not be appropriate if they are applied to a different point in time.

The Company recorded $573,000 and $682,000 of gross contractually specified servicing fees, late fees, and other ancillary fees resulting from servicing mortgage and commercial loans for the three months ended June 30, 2018 and 2017, respectively, and $1.1 million and $1.3 million for the six months ended June 30, 2018 and 2017, respectively. The income, net of amortization, is reported in noninterest income on the Consolidated Statements of Income.

NOTE 5 - DERIVATIVES

The Company regularly enters into commitments to originate and sell loans held for sale. The Company has established a hedging strategy to protect itself against the risk of loss associated with interest rate movements on loan commitments. The Company enters into contracts to sell forward To-Be-Announced (“TBA”) mortgage-backed securities. These commitments and contracts are considered derivatives but have not been designated as hedging instruments for reporting purposes under U.S. GAAP. Rather, they are accounted for as free-standing derivatives, or economic hedges, with changes in the fair value of the derivatives reported in noninterest income. The Company recognizes all derivative instruments as either other assets or other liabilities on the Consolidated Balance Sheets and measures those instruments at fair value.

The following tables summarize the Company’s derivative instruments at the dates indicated:


	June 30, 2018
			Fair Value
	Notional		Asset		Liability
Fallout adjusted interest rate lock commitments with customers	$	49,621	$	1,138	$	—
Mandatory and best effort forward commitments with investors		24,739		—		18
Forward TBA mortgage-backed securities		70,000		—		199
TBA mortgage-backed securities forward sales paired off with investors		21,500		—		22


	December 31, 2017
			Fair Value
	Notional		Asset		Liability
Fallout adjusted interest rate lock commitments with customers	$	31,951	$	726	$	—
Mandatory and best effort forward commitments with investors		12,505		51		—
Forward TBA mortgage-backed securities		66,500		—		65
TBA mortgage-backed securities forward sales paired off with investors		36,500		53		—

At June 30, 2018 and December 31, 2017, the Company had $70.0 million and $66.5 million of unsettled TBA trades with counterparties that required margin collateral of $220,000 and $75,000, respectively. This collateral is included in interest-bearing deposits at other financial institutions on the Consolidated Balance Sheets.

Changes in the fair value of the derivatives recognized in other noninterest income on the Consolidated Statements of Income and included in gain on sale of loans resulted in net gains of $403,000 and $114,000 for the three months ended June 30, 2018 and 2017, respectively, and net gain (loss) of $484,000 and $(381,000) for the six months ended June 30, 2018 and 2017, respectively.

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NOTE 6 - DEPOSITS

Deposits are summarized as follows at June 30, 2018 and December 31, 2017:


	June 30,		December 31,
	2018(1)		2017(1)
Noninterest-bearing checking	$	172,848	$	177,739
Interest-bearing checking		128,080		119,872
Savings		77,631		72,082
Money market(2)		210,742		228,742
Certificates of deposit less than $100,000(3)		144,755		111,489
Certificates of deposit of $100,000 through $250,000		79,131		77,934
Certificates of deposit of $250,000 and over(4)		45,417		32,833
Escrow accounts related to mortgages serviced		11,509		9,151
Total	$	870,113	$	829,842

(1)

Includes $124.0 million of deposits at June 30, 2018 (that which is remaining from the purchase of four retail bank branches from Bank of America, National Association on January 22, 2016) and $134.6 million at December 31, 2017.

(2)

Includes $4.0 million of brokered deposits at June 30, 2018 and $6.5 million at December 31, 2017.

(3)

Includes $86.6 million and $59.3 million of brokered deposits at June 30, 2018 and December 31, 2017, respectively.

(4)

Time deposits that meet or exceed the FDIC insurance limit.

Federal Reserve regulations require that the Bank maintain reserves in the form of cash on hand and deposit balances with the Federal Reserve Bank based on a percentage of deposits. The amounts of such balances at June 30, 2018 and December 31, 2017 were $17.9 million and $18.2 million, respectively.

Scheduled maturities of time deposits at June 30, 2018 for future periods ending are as follows:


	At June 30, 2018
Maturing in 2018	$	89,416
Maturing in 2019		90,581
Maturing in 2020		46,314
Maturing in 2021		23,286
Maturing in 2022		17,779
Thereafter		1,927
Total	$	269,303

Interest expense by deposit category for the three and six months ended June 30, 2018 and 2017 is as follows:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2018		2017		2018		2017
Interest-bearing checking	$	63	$	14	$	130	$	22
Savings and money market		393		312		712		581
Certificates of deposit		976		570		1,833		1,145
Total	$	1,432	$	896	$	2,675	$	1,748

NOTE 7 - COMMITMENTS AND CONTINGENCIES

Commitments - The Company is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit. These instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized on the Consolidated Balance Sheets.

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The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.

The following table provides a summary of the Company’s commitments at June 30, 2018 and December 31, 2017:


	June 30,		December 31,
	2018		2017
COMMITMENTS TO EXTEND CREDIT
REAL ESTATE LOANS
Commercial	$	108	$	107
Construction and development		79,038		73,321
One-to-four-family (includes locks for salable loans)		55,817		37,336
Home equity		35,750		32,889
Multi-family		616		438
Total real estate loans		171,329		144,091
CONSUMER LOANS		10,184		10,041
COMMERCIAL BUSINESS LOANS
Commercial and industrial		53,995		52,452
Warehouse lending		44,019		78,303
Total commercial business loans		98,014		130,755
Total commitments to extend credit	$	279,527	$	284,887

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Since many of the commitments are expected to expire without being drawn upon, the amount of the total commitments do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon an extension of credit, is based on management’s credit evaluation of the party. Collateral held varies, but may include accounts receivable, inventory, property and equipment, residential real estate, and income-producing commercial properties.

Unfunded commitments under commercial lines of credit, revolving credit lines, and overdraft protection agreements are commitments for possible future extensions of credit to existing customers. These lines of credit are uncollateralized and usually do not contain a specified maturity date and ultimately may not be drawn upon to the total extent to which the Company is committed. The Company has established reserves for estimated losses from unfunded commitments of $230,000 at June 30, 2018 and $253,000 at December 31, 2017. One-to-four-family commitments included in the table above are accounted for as fair value derivatives and do not carry an associated loss reserve.

The Company also sells one-to-four-family loans to the FHLB of Des Moines that require a limited level of recourse if the loans default and exceed a certain loss exposure. Specific to that recourse, the FHLB of Des Moines established a first loss account (“FLA”) related to the loans and required a credit enhancement (“CE”) obligation by the Bank to be utilized after the FLA is used. Based on loans sold through June 30, 2018, the total loans sold to the FHLB of Des Moines were $57.6 million with the FLA totalling $633,000 and the CE obligation at $367,000 or 0.64% of the loans outstanding. The holdback for CE obligations is included in the contingent liabilities detailed below. There were no outstanding delinquencies on the loans sold to the FHLB of Des Moines at June 30, 2018 and December 31, 2017.

Contingent liabilities for loans held for sale - In the ordinary course of business, loans are sold with limited recourse against the Company and may have to subsequently be repurchased due to defects that occurred during the origination of the loan. The defects are categorized as documentation errors, underwriting errors, early payoff, early payment defaults, breach of representation or warranty, servicing errors, and/or fraud. When a loan sold to an investor without recourse fails to perform according to its contractual terms, the investor will typically review the loan file to determine whether defects in the origination process occurred. If a defect is identified, the Company may be required to either repurchase the loan or indemnify the investor for losses sustained. If there are no such defects, the Company has no commitment to repurchase the loan. The Company has recorded reserves of $971,000 and $1.0 million to cover loss exposure related to these

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guarantees for one-to-four-family loans sold into the secondary market at June 30, 2018 and December 31, 2017, respectively, which is included in other liabilities on the Consolidated Balance Sheets.

The Company has entered into a severance agreement with its Chief Executive Officer. The severance agreement, subject to certain requirements, generally includes a lump sum payment to the Chief Executive Officer equal to 24 months of base compensation in the event his employment is involuntarily terminated, other than for cause or the executive terminates his employment with good reason, as defined in the severance agreement.

The Company has entered into change of control agreements with its Chief Financial Officer/Chief Operating Officer, Chief Lending Officer, Chief Credit Officer, Chief Risk Officer, Chief Human Resources Officer, Senior Vice President Compliance Officer, Executive Vice President of Retail Banking and Marketing, and two Executive Vice Presidents of Home Lending. The change of control agreements, subject to certain requirements, generally remain in effect until canceled by either party upon at least 24 months prior written notice. Under the change of control agreements, the executive generally will be entitled to a change of control payment from the Company if the executive is involuntarily terminated within six months preceding or 12 months after a change in control (as defined in the change of control agreements). In such an event, the executives would each be entitled to receive a cash payment in an amount equal to 12 months of their then current salary, subject to certain requirements in the change of control agreements.

The Bank received 7,158 shares of Class B common stock in Visa, Inc. as a result of the Visa initial public offering (“IPO”) in March 2008. These Class B shares of stock held by the Bank could be converted to Class A shares at a conversion rate of 1.6298 when all litigation pending as of the date of the IPO is concluded. However, at June 30, 2018, the date that litigation will be concluded cannot be determined. Until such time, the stock cannot be redeemed or sold by the Bank; therefore, it is not readily marketable and has a current carrying value of $0. Visa, Inc. Class A stock’s market value at June 30, 2018 and December 31, 2017 was $132.45 per share and $114.02 per share, respectively.

As a result of the nature of our activities, the Company is subject to various pending and threatened legal actions, which arise in the ordinary course of business. From time to time, subordination liens may create litigation which requires us to defend our lien rights. In the opinion of management, liabilities arising from these claims, if any, will not have a material effect on our financial position. The Company had no material pending legal actions at June 30, 2018.

NOTE 8 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company assumes interest rate risk (the risk that general interest rate levels will change) as a result of its normal operations. Consequently, the fair value of the Company’s consolidated financial instruments will change when interest rate levels change and that change may either be favorable or unfavorable to the Company. Management attempts to match maturities of assets and liabilities to the extent believed necessary to minimize interest rate risk. However, borrowers with fixed interest rate obligations are less likely to prepay in a rising interest rate environment and more likely to prepay in a falling interest rate environment. Conversely, depositors who are receiving fixed interest rates are more likely to withdraw funds before maturity in a rising interest rate environment and less likely to do so in a falling interest rate environment. Management monitors interest rates and maturities of assets and liabilities, and attempts to minimize interest rate risk by adjusting terms of new loans and deposits, and by investing in securities with terms that mitigate the Company’s overall interest rate risk.

On January 1, 2018, the Company adopted ASU 2016-01, Financial Instruments - Overall (Subtopic 825‑10), Recognition and Measurement of Financial Assets and Financial Liabilities, which requires us to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes.

The Company determines the fair values of its financial instruments based on the requirements established in Accounting Standards Codification (“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 June 30, 2018 were determined based on these requirements.

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The following definitions describe the levels of inputs that may be used to measure fair value:

Level 1 - Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Determination of Fair Market Values at December 31, 2017:

Securities Available-for-Sale - The fair value of securities available-for-sale are recorded on a recurring basis. The fair value of investments and mortgage-backed securities are provided by a third-party pricing service. These valuations are based on market data using pricing models that vary by asset class and incorporate available current trade, bid, and other market information, and for structured securities, cash flow, and loan performance data. The pricing processes utilize benchmark curves, benchmarking of similar securities, sector groupings, and matrix pricing. Option adjusted spread models are also used to assess the impact of changes in interest rates and to develop prepayment scenarios. Transfers between the fair value hierarchy are determined through the third-party service provider which, from time to time will transfer between levels based on market conditions per the related security. All models and processes used take into account market convention (Level 2).

Mortgage Loans Held for Sale - The fair value of loans held for sale reflects the value of commitments with investors and/or the relative price as delivered into a TBA mortgage-backed security (Level 2).

Derivative Instruments - The fair value of the interest rate lock commitments and forward sales commitments are estimated using quoted or published market prices for similar instruments, adjusted for factors such as pull-through rate assumptions based on historical information, where appropriate. TBA mortgage-backed securities are fair valued on similar contracts in active markets (Level 2) while locks and forwards with customers and investors are fair valued using similar contracts in the market and changes in the market interest rates (Level 2 and 3).

Impaired Loans - Fair value adjustments to impaired collateral dependent loans are recorded to reflect partial write-downs based on the current appraised value of the collateral or internally developed models, which contain management’s assumptions. Management will utilize discounted cashflow impairment for TDRs when the change in terms results in a discount to the overall cashflows to be received (Level 3).

The following tables present securities available-for-sale measured at fair value on a recurring basis at the dates indicated:


	Securities Available-for-Sale
	Level 1		Level 2		Level 3		Total
At June 30, 2018
U.S. agency securities	$	—	$	15,922	$	—	$	15,922
Corporate securities		—		6,895		—		6,895
Municipal bonds		—		10,482		—		10,482
Mortgage-backed securities		—		49,063		—		49,063
U.S. Small Business Administration securities		—		16,103		—		16,103
Total	$	—	$	98,465	$	—	$	98,465

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	Securities Available-for-Sale
	Level 1		Level 2		Level 3		Total
At December 31, 2017
U.S. agency securities	$	—	$	9,115	$	—	$	9,115
Corporate securities		—		7,026		—		7,026
Municipal bonds		—		12,786		—		12,786
Mortgage-backed securities		—		39,734		—		39,734
U.S. Small Business Administration securities		—		13,819		—		13,819
Total	$	—	$	82,480	$	—	$	82,480

The following table presents mortgage loans held for sale measured at fair value on a recurring basis at the dates indicated:


	Mortgage Loans Held for Sale
	Level 1		Level 2		Level 3		Total
June 30, 2018	$	—	$	55,191	$	—	$	55,191
December 31, 2017	$	—	$	53,463	$	—	$	53,463

The following tables present the fair value of interest rate lock commitments with customers, individual forward sale commitments with investors, and paired off commitments with investors measured at their fair value on a recurring basis at the dates indicated:


	Interest Rate Lock Commitments with Customers
	Level 1		Level 2		Level 3		Total
June 30, 2018	$	—	$	—	$	1,138	$	1,138
December 31, 2017	$	—	$	—	$	726	$	726


	Individual Forward Sale Commitments with Investors
	Level 1		Level 2		Level 3		Total
June 30, 2018	$	—	$	(199)	$	(18)	$	(217)
December 31, 2017	$	—	$	(65)	$	51	$	(14)


	Paired Off Commitments with Investors
	Level 1		Level 2		Level 3		Total
June 30, 2018	$	—	$	(22)	$	—	$	(22)
December 31, 2017	$	—	$	53	$	—	$	53

The following table presents impaired loans measured at fair value on a nonrecurring basis for which a nonrecurring change in fair value has been recorded during the reporting periods indicated. The amounts disclosed below represent the fair values at the time the nonrecurring fair value measurements were evaluated.


	Impaired Loans
	Level 1		Level 2		Level 3		Total
June 30, 2018	$	—	$	—	$	627	$	627
December 31, 2017	$	—	$	—	$	1,094	$	1,094

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Quantitative Information about Level 3 Fair Value Measurements - Shown in the table below is the fair value of financial instruments measured under a Level 3 unobservable input on a recurring and nonrecurring basis at June 30, 2018:


Level 3		Significant	Range	Weighted
Fair Value Instruments	Valuation Technique	Unobservable Inputs	(Weighted Average)	Average
RECURRING
Interest rate lock commitments with customers	Quoted market prices	Pull-through expectations	80% - 99%	94.8	%
Individual forward sale commitments with investors	Quoted market prices	Pull-through expectations	80% - 99%	94.8	%
NONRECURRING
Impaired loans	Fair value of underlying collateral	Discount applied to the obtained appraisal	0% - 25%	20.7	%

An increase in the pull-through rate utilized in the fair value measurement of the interest rate lock commitments with customers and forward sale commitments with investors will result in positive fair value adjustments (and an increase in the fair value measurement). Conversely, a decrease in the pull-through rate will result in a negative fair value adjustment (and a decrease in the fair value measurement).

The following table provides a reconciliation of assets and liabilities measured at fair value using significant unobservable inputs (Level 3) on a recurring basis during the three and six months ended June 30, 2018 and 2017:


									Net change in fair
									value for gains/
			Purchases						(losses) relating to
	Beginning		and		Sales and		Ending		items held at end of
Three Months Ended June 30,	Balance		Issuances		Settlements		Balance		period
2018
Interest rate lock commitments with customers	$	815	$	3,140	$	(2,817)	$	1,138	$	323
Individual forward sale commitments with investors		4		84		(106)		(18)		(22)
2017
Interest rate lock commitments with customers	$	1,437	$	4,067	$	(4,292)	$	1,212	$	(225)
Individual forward sale commitments with investors		(19)		(107)		209		83		102


									Net change in fair
									value for gains/
			Purchases						(losses) relating to
	Beginning		and		Sales and		Ending		items held at end of
Six Months Ended June 30,	Balance		Issuances		Settlements		Balance		year
2018
Interest rate lock commitments with customers	$	726	$	5,575	$	(5,163)	$	1,138	$	412
Individual forward sale commitments with investors		51		656		(725)		(18)		(69)
2017
Interest rate lock commitments with customers	$	818	$	7,549	$	(7,155)	$	1,212	$	394
Individual forward sale commitments with investors		177		(303)		209		83		(94)

Gains (losses) on interest rate lock commitments carried at fair value are recorded in other noninterest income. Gains (losses) on forward sale commitments with investors carried at fair value are recorded within other noninterest income.

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Fair Values of Financial Instruments - The following methods and assumptions were used by the Company in estimating the fair values of financial instruments disclosed in the financial statements at December 31, 2017:

Cash, and Cash Equivalents and Certificates of Deposit at Other Financial Institutions - The carrying amounts of cash and short-term instruments approximate their fair value (Level 1).

Federal Home Loan Bank stock - The par value of FHLB stock approximates its fair value (Level 2).

Bank-owned Life Insurance - The estimated fair value is equal to the cash surrender value of policies, net of surrender charges (Level 1).

Accrued Interest - The carrying amount of accrued interest approximates its fair value (Level 2).

Loans Receivable, Net - For variable rate loans that re-price frequently and have no significant change in credit risk, fair values are based on carrying values. Fair values for fixed rate loans are estimated using discounted cashflow analyses, using interest rates currently being offered for loans with similar terms to borrowers or similar credit quality (Level 3).

Servicing Rights - The fair value of mortgage, commercial, and consumer servicing rights are estimated using net present value of expected cash flows using a third party model that incorporates assumptions used in the industry to value such rights, adjusted for factors such as weighted average prepayments speeds based on historical information where appropriate (Level 3).

Deposits - The fair value of deposits with no stated maturity date is included at the amount payable on demand. Fair values for fixed rate certificates of deposit are estimated using a discounted cashflow calculation on interest rates currently offered on similar certificates (Level 2).

Borrowings - The carrying amounts of advances maturing within 90 days approximate their fair values. The fair values of long-term advances are estimated using discounted cashflow analyses based on the Bank’s current incremental borrowing rates for similar types of borrowing arrangements (Level 2).

Subordinated Note - The fair value of the Subordinated Note is based upon the average yield of debt issuances for similarly sized issuances (Level 2).

Off-Balance Sheet Instruments - The fair value of commitments to extend credit are estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreement and the present creditworthiness of the customers. The majority of the Company’s off-balance sheet instruments consist of non-fee producing, variable-rate commitments, the Company has determined they do not have a distinguishable fair value. The fair value of loan lock commitments with customers and investors reflect an estimate of value based upon the interest rate lock date, the expected pull-through percentage for the commitment, and the interest rate at year end (Level 2 and 3).

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The following table provides estimated fair values of the Company’s financial instruments at June 30, 2018 and December 31, 2017, whether or not recognized at fair value in the Consolidated Balance Sheets:


	June 30,				December 31,
	2018				2017
	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value
Financial Assets
Level 1 inputs:
Cash and cash equivalents	$	21,977	$	21,977	$	18,915	$	18,915
Certificates of deposit at other financial institutions		17,611		17,611		18,108		18,108
Level 2 inputs:
Securities available-for-sale, at fair value		98,465		98,465		82,480		82,480
Loans held for sale, at fair value		55,191		55,191		53,463		53,463
FHLB stock, at cost		7,742		7,742		2,871		2,871
Accrued interest receivable		4,071		4,071		3,566		3,566
Paired off commitments with investors		—		—		53		53
Level 3 inputs:
Loans receivable, gross		893,780		882,819		773,445		780,551
Servicing rights, held at lower of cost or fair value		8,352		12,022		6,795		8,608
Fair value interest rate locks with customers		1,138		1,138		726		726
Individual forward sale commitments with investors		—		—		51		51
Financial Liabilities
Level 2 inputs:
Deposits		870,113		863,210		829,842		838,087
Borrowings		106,526		106,442		7,529		7,498
Subordinated note		9,855		10,741		9,845		10,741
Accrued interest payable		289		289		214		214
Paired off commitments with investors		22		22		—		—
Individual forward sale commitments with investors		199		199		65		65
Level 3 inputs:
Individual forward sale commitments with investors		18		18		—		—

NOTE 9 - EMPLOYEE BENEFITS

Employee Stock Ownership Plan

On January 1, 2012, the Company established an ESOP for eligible employees of the Company and the Bank. Employees of the Company and the Bank are eligible to participate in the ESOP if they have been credited with at least 1,000 hours of service during the employees’ first 12‑month period and based on the employee’s anniversary date will be vested in the ESOP. The employee will be 100% vested in the ESOP after two years of working at least 1,000 hours in each of those two years.

The ESOP borrowed $2.6 million from FS Bancorp, Inc. and used those funds to acquire 259,210 shares of FS Bancorp, Inc. common stock in the open market at an average price of $10.17 per share during the second half of 2012. It is anticipated that the Bank will make contributions to the ESOP in amounts necessary to amortize the ESOP loan payable to FS Bancorp, Inc. over a period of 10 years, bearing interest at 2.30%. Intercompany expenses associated with the ESOP are eliminated in consolidation. Shares purchased by the ESOP with the loan proceeds are held in a suspense account and allocated to ESOP participants on a pro rata basis as principal and interest payments are made by the ESOP to FS Bancorp, Inc. The loan is secured by shares purchased with the loan proceeds and will be repaid by the ESOP with funds from the Bank’s discretionary contributions to the ESOP and earnings on the ESOP assets. Payments of principal and interest are due annually on December 31, the Company’s fiscal year end. On December 31, 2017, the ESOP paid the sixth annual installment of principal in the amount of $263,000, plus accrued interest of $32,000 pursuant to the ESOP loan agreement.

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As shares are committed to be released from collateral, the Company reports compensation expense equal to the average daily market prices of the shares at June 30, 2018 for the prior 90 days. These shares become outstanding for earnings per share computations. The compensation expense is accrued monthly throughout the year. Dividends on allocated ESOP shares are recorded as a reduction of retained earnings; dividends on unallocated ESOP shares are recorded as a reduction of debt and accrued interest.

Compensation expense related to the ESOP for the three months ended June 30, 2018 and 2017 was $393,000 and $317,000, respectively, and $752,000 and $554,000 for the six months ended June 30, 2018 and 2017, respectively.

Shares held by the ESOP at June 30, 2018 and 2017 were as follows (shown as actual):


	Balances		Balances
	at June 30, 2018		at June 30, 2017
Allocated shares		153,049		126,589
Committed to be released shares		12,960		12,960
Unallocated shares		90,724		116,645
Total ESOP shares		256,733		256,194

Fair value of unallocated shares (in thousands)	$	5,262	$	4,987

NOTE 10 - EARNINGS PER SHARE

Basic earnings per share are computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. For earnings per share calculations, the ESOP shares committed to be released are included as outstanding shares for both basic and diluted earnings per share.

The following table presents a reconciliation of the components used to compute basic and diluted earnings per share for the three and six months ended June 30, 2018 and 2017:


	At or For the Three Months Ended June 30,				At or For the Six Months Ended June 30,
Numerator:	2018		2017		2018		2017
Net income (in thousands)	$	4,257	$	4,359	$	8,579	$	6,952
Denominator:
Basic weighted average common shares outstanding		3,583,927		2,903,323		3,573,560		2,891,116
Dilutive shares		181,797		194,305		188,519		193,276
Diluted weighted average common shares outstanding		3,765,724		3,097,628		3,762,079		3,084,392
Basic earnings per share	$	1.19	$	1.50	$	2.40	$	2.40
Diluted earnings per share	$	1.13	$	1.41	$	2.28	$	2.25

NOTE 11 - STOCK-BASED COMPENSATION

Stock Options and Restricted Stock

On May 17, 2018, the shareholders of FS Bancorp, Inc. approved a 2018 Equity Incentive Plan (“2018 Plan”) that authorizes 650,000 shares of the Company’s common stock to be issued as 25% restricted stock awards (163,000) or 75% granted as stock options (487,000). As of June 30, 2018, none of the restricted stock or stock option grants have been issued.

In September 2013, the shareholders of FS Bancorp, Inc. approved the FS Bancorp, Inc. 2013 Equity Incentive Plan (“Plan”). The Plan provides for the grant of stock options and restricted stock awards.

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Total share-based compensation expense for the Plan was $150,000 and $285,000 for the three and six months ended June 30, 2018 respectively, and $166,000 and $358,000 for the three and six months ended June 30, 2017, respectively.

Stock Options

The Plan authorizes the grant of stock options totaling 324,013 shares of common stock to Company directors and employees of which 322,000 option share awards under the Plan were granted with an exercise price equal to the market price of FS Bancorp’s common stock at the grant date of May 8, 2014, of $16.89 per share. These option awards were granted as non-qualified stock options, having a vesting period of five years, with 20% vesting on the anniversary date of each grant date, and a contractual life of 10 years. Any unexercised stock options will expire 10 years after the grant date or sooner in the event of the award recipient’s termination of service with the Company or the Bank. At June 30, 2018, 6,013 option share awards are available to be granted.

The fair value of each option award is estimated on the grant date using a Black-Scholes Option pricing model that uses the following assumptions. The dividend yield is based on the current quarterly dividend in effect at the time of the grant. Historical employment data is used to estimate the forfeiture rate. The Company elected to use Staff Accounting Bulletin 107, simplified expected term calculation for the “Share-Based Payments” method permitted by the SEC to calculate the expected term. This method uses the vesting term of an option along with the contractual term, setting the expected life at 6.5 years.

The following table presents a summary of the Company’s stock option plan awards during the six months ended June 30, 2018 (shown as actual):


				Weighted-Average
		Weighted-		Remaining
		Average		Contractual Term In	Aggregate
	Shares	Exercise Price		Years	Intrinsic Value
Outstanding at January 1, 2018	256,237	$	16.89	6.36	$	9,655,010
Granted	—		—	—		—
Less exercised	32,833	$	16.89	—	$	1,318,296
Forfeited or expired	—		—	—		—
Outstanding at June 30, 2018	223,404	$	16.89	5.63	$	10,357,009

Expected to vest, assuming a 0.31% annual forfeiture rate (1)	223,242	$	16.89	5.63	$	10,349,515

Exercisable at June 30, 2018	162,604	$	16.89	5.54	$	7,538,321

(1) Forfeiture rate has been calculated and estimated to assume a forfeiture of 1/32 over the 10-year contractual life, or 3.1% of the options forfeited over 10 years.

At June 30, 2018, there was $188,000 of total unrecognized compensation cost related to nonvested stock options granted under the Plan. The cost is expected to be recognized over the remaining weighted-average vesting period of 10 months.

Restricted Stock Awards

The Plan authorizes the grant of restricted stock awards totaling 129,605 shares to Company directors and employees, and 125,105 shares were granted on May 8, 2014 at a grant date fair value of $16.89 per share. The remaining 4,500 restricted stock awards were granted January 1, 2016 at a grant date fair value of $26.00 per share. Compensation expense is recognized over the vesting period of the awards based on the fair value of the restricted stock. The restricted stock awards’ fair value is equal to the value on the grant date. Shares awarded as restricted stock vest ratably over a three-year period for directors and a five-year period for employees, beginning at the grant date. Any unvested restricted stock awards will expire after vesting or sooner in the event of the award recipient’s termination of service with the Company or the Bank.

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The following table presents a summary of the Company’s nonvested awards during the six months ended June 30, 2018 (shown as actual):


		Weighted-Average
		Grant-Date Fair Value
Nonvested Shares	Shares	Per Share
Nonvested at January 1, 2018	36,842	$	17.63
Granted	—		—
Less vested	18,421	$	17.63
Forfeited or expired	—		—
Nonvested at June 30, 2018	18,421	$	17.63

At June 30, 2018, there was $264,000 of total unrecognized compensation costs related to nonvested shares granted as restricted stock awards. The cost is expected to be recognized over the remaining weighted-average vesting period of 10 months.

NOTE 12 - REGULATORY CAPITAL

The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements. Under capital adequacy guidelines of the regulatory framework for prompt corrective action, the Bank must meet specific capital adequacy guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank’s capital classification is also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of Tier 1 capital (as defined in the regulations) to total average assets (as defined), and minimum ratios of Tier 1 total capital (as defined) and common equity Tier 1 (“CET 1”) capital to risk-weighted assets (as defined).

The Bank must maintain minimum total risk-based, Tier 1 risk-based, Tier 1 leverage, and CET 1 capital ratios as set forth in the table below to be categorized as well capitalized. At June 30, 2018 and December 31, 2017, the Bank was categorized as well capitalized under applicable regulatory requirements. There are no conditions or events since that notification that management believes have changed the Bank’s category. Management believes, at June 30 2018, that the Company and the Bank met all capital adequacy requirements.

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The following table compares the Bank’s actual capital amounts and ratios at June 30, 2018 and December 31, 2017 to their minimum regulatory capital requirements and well capitalized regulatory capital at those dates (dollars in thousands):


													To be Well Capitalized
													Under Prompt
					For Capital				For Capital Adequacy				Corrective
	Actual				Adequacy Purposes				with Capital Buffer				Action Provisions
Bank Only	Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio
At June 30, 2018
Total risk-based capital
(to risk-weighted assets)	$	143,480	15.57	%	$	73,699	8.00	%	$	91,018	9.88	%	$	92,124	10.00	%
Tier 1 risk-based capital
(to risk-weighted assets)	$	131,961	14.32	%	$	55,274	6.00	%	$	72,594	7.88	%	$	73,699	8.00	%
Tier 1 leverage capital
(to average assets)	$	131,961	12.23	%	$	43,157	4.00	%		N/A	N/A		$	53,946	5.00	%
CET 1 capital
(to risk-weighted assets)	$	131,961	14.32	%	$	41,456	4.50	%	$	64,487	7.00	%	$	59,881	6.50	%

At December 31, 2017
Total risk-based capital
(to risk-weighted assets)	$	133,967	16.25	%	$	65,965	8.00	%	$	76,272	9.25	%	$	82,456	10.00	%
Tier 1 risk-based capital
(to risk-weighted assets)	$	123,651	15.00	%	$	49,474	6.00	%	$	59,781	7.25	%	$	65,965	8.00	%
Tier 1 leverage capital
(to average assets)	$	123,651	12.61	%	$	39,233	4.00	%		N/A	N/A		$	49,041	5.00	%
CET 1 capital
(to risk-weighted assets)	$	123,651	15.00	%	$	37,105	4.50	%	$	47,412	5.75	%	$	53,597	6.50	%

In addition to the minimum CET 1, Tier 1, total capital, and leverage ratios, the Bank now has to maintain a capital conservation buffer consisting of additional CET 1 capital above the required minimum levels in order to avoid limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses based on percentages of eligible retained income that could be utilized for such actions. The capital conservation buffer requirement was phased-in on January 1, 2016 when more than 0.625% of risk-weighted assets was required and increases by 0.625% on each subsequent January 1, until fully implemented to an amount more than 2.5% of risk-weighted assets in January 2019. At June 30, 2018, the Bank’s CET1 capital exceeded the required capital conservation buffer of an amount more than 1.875%.

FS Bancorp, Inc. is a bank holding company subject to the capital adequacy requirements of the Federal Reserve under the Bank Holding Company Act of 1956, as amended, and the regulations of the Federal Reserve. For a bank holding company with less than $1.0 billion in assets (as of June 30th of the preceding year), the capital guidelines apply on a bank only basis and the Federal Reserve expects the holding company’s subsidiary bank to be well capitalized under the prompt corrective action regulations. At June 30, 2018, FS Bancorp, Inc. was subject to regulatory guidelines for bank holding companies with $1.0 billion or more in assets and exceeded all regulatory capital requirements. The regulatory capital ratios calculated for FS Bancorp, Inc. at June 30, 2018 were 11.9% for Tier 1 leverage-based capital, 13.9% for Tier 1 risk-based capital, 15.2% for total risk-based capital, and 13.9% for CET 1 capital ratio.

NOTE 13 - BUSINESS SEGMENTS

The Company’s business segments are determined based on the products and services provided, as well as the nature of the related business activities, and they reflect the manner in which financial information is currently evaluated by

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management. This process is dynamic and is based on management’s current view of the Company’s operations and is not necessarily comparable with similar information for other financial institutions. We define our business segments by product type and customer segment which we have organized into two lines of business: commercial and consumer banking and home lending.

We use various management accounting methodologies to assign certain income statement items to the responsible operating segment, including:

a funds transfer pricing (“FTP”) system, which allocates interest income credits and funding charges between the segments, assigning to each segment a funding credit for its liabilities, such as deposits, and a charge to fund its assets;

a cost per loan serviced allocation based on the number of loans being serviced on the balance sheet and the number of loans serviced for third parties;

an allocation based upon the approximate square footage utilized by the home lending segment in Company owned locations;

an allocation of charges for services rendered to the segments by centralized functions, such as corporate overhead, which are generally based on the number of full time employees (“FTEs”) in each segment; and

an allocation of the Company’s consolidated income taxes which are based on the effective tax rate applied to the segment’s pretax income or loss.

The FTP methodology is based on management’s estimated cost of originating funds including the cost of overhead for deposit generation.

A description of the Company’s business segments and the products and services that they provide is as follows:

Commercial and Consumer Banking Segment

The commercial and consumer banking segment provides diversified financial products and services to our commercial and consumer customers through Bank branches, automated teller machines (“ATM”), online banking platforms, mobile banking apps, and telephone banking. These products and services include deposit products; residential, consumer, business and commercial real estate lending portfolios and cash management services. We originate consumer loans, commercial and multi-family real estate loans, residential and multi-family construction loans, and commercial business loans. At June 30, 2018, our retail deposit branch network consisted of 13 branches in the Pacific Northwest. At June 30, 2018 and December 31, 2017, our deposits totaled $870.1 million and $829.8 million, respectively. This segment is also responsible for the management of our investment portfolio and other assets of the Bank.

Home Lending Segment

The home lending segment originates one-to-four-family residential mortgage loans primarily for sale in the secondary markets as well as originating adjustable rate mortgage (“ARM”) loans held for investment. The majority of our mortgage loans are sold to or securitized by FNMA, FHLMC, GNMA, or FHLB, while we retain the right to service these loans. Loans originated under the guidelines of the Federal Housing Administration or FHA, US Department of Veterans Affairs or VA, and United States Department of Agriculture or USDA are generally sold servicing released to a correspondent bank or mortgage company. We have the option to sell loans on a servicing-released or servicing-retained basis to securitizers and correspondent lenders. A small percentage of our loans are brokered to other lenders. On occasion, we may sell a portion of our MSR portfolio and we may sell small pools of loans originated for the portfolio. We manage the loan funding and the interest rate risk associated with the secondary market loan sales and the retained one-to-four-family mortgage servicing rights within this business segment. One-to-four-family loans originated for investment are allocated to the home lending segment with a corresponding provision expense and FTP for cost of funds.

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Segment Financial Results

The tables below summarize the financial results for each segment based primarily on the number of FTEs and assets within each segment for the three and six months ended June 30, 2018 and 2017:


	At or For the Three Months Ended June 30, 2018
	Home Lending		Commercial and Consumer Banking		Total
Condensed income statement:
Net interest income (1)	$	764	$	11,161	$	11,925
Provision for loan losses		(149)		(301)		(450)
Noninterest income		4,447		1,167		5,614
Noninterest expense		(4,508)		(7,636)		(12,144)
Income before provision for income taxes		554		4,391		4,945
Provision for income taxes		(78)		(610)		(688)
Net income	$	476	$	3,781	$	4,257
Total average assets at period end	$	222,687	$	860,175	$	1,082,862
FTEs		117		219		336


	At or For the Three Months Ended June 30, 2017
	Home Lending		Commercial and Consumer Banking		Total
Condensed income statement:
Net interest income (1)	$	415	$	9,551	$	9,966
Provision for loan losses		(117)		117		—
Noninterest income		5,462		1,495		6,957
Noninterest expense		(4,382)		(6,562)		(10,944)
Income before provision for income taxes		1,378		4,601		5,979
Provision for income taxes		(374)		(1,246)		(1,620)
Net income	$	1,004	$	3,355	$	4,359
Total average assets at period end	$	197,431	$	705,052	$	902,483
FTEs		117		207		324


	At or For the Six Months Ended June 30, 2018
	Home Lending		Commercial and Consumer Banking		Total
Condensed income statement:
Net interest income (1)	$	1,479	$	21,943	$	23,422
Provision for loan losses		(145)		(655)		(800)
Noninterest income		8,213		2,425		10,638
Noninterest expense		(8,564)		(14,615)		(23,179)
Income before provision for income taxes		983		9,098		10,081
Provision for income taxes		(146)		(1,356)		(1,502)
Net income	$	837	$	7,742	$	8,579
Total average assets at quarter end	$	219,553	$	830,419	$	1,049,972
FTEs		117		219		336

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	At or For the Six Months Ended June 30, 2017
	Home Lending		Commercial and Consumer Banking		Total
Condensed income statement:
Net interest income (1)	$	1,045	$	17,896	$	18,941
Provision for loan losses		(197)		197		—
Noninterest income		9,849		2,528		12,377
Noninterest expense		(8,399)		(12,922)		(21,321)
Income before provision for income taxes		2,298		7,699		9,997
Provision for income taxes		(700)		(2,345)		(3,045)
Net income	$	1,598	$	5,354	$	6,952
Total average assets at period end	$	184,499	$	686,294	$	870,793
FTEs		117		207		324

(1)

Net interest income is the difference between interest earned on assets and the cost of liabilities to fund those assets. Interest earned includes actual interest earned on segment assets and, if the segment has excess liabilities, interest credits for providing funding to the other segment. The cost of liabilities includes interest expense on segment liabilities and, if the segment does not have enough liabilities to fund its assets, a funding charge based on the cost of assigned liabilities to fund segment assets.

NOTE 14 - GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill and certain other intangibles generally arise from business combinations accounted for under the purchase method of accounting. Goodwill totaled $2.3 million at June 30, 2018 and December 31, 2017, and represents the excess of the total acquisition price paid over the fair value of the assets acquired, net of the fair values of liabilities assumed. Goodwill is not amortized but is evaluated for impairment on an annual basis at December 31 of each year or whenever events or changes in circumstances indicate the carrying value may not be recoverable. The Company performed an impairment analysis at December 31, 2017, and determined that no impairment of goodwill existed. No events or circumstances since the December 31, 2017 annual impairment test were noted that would indicate it was more likely than not a goodwill impairment existed at June 30, 2018.

The following table summarizes the changes in the Company’s other intangible assets for the year ended December 31, 2017, and the six months ended June 30, 2018.


	Other Intangible Assets
			Accumulated
	Gross		Amortization		Net
Balance, December 31, 2016	$	2,239	$	(522)	$	1,717
Amortization		—		(400)		(400)
Balance, December 31, 2017		2,239		(922)		1,317
Amortization		—		(153)		(153)
Balance, June 30, 2018	$	2,239	$	(1,075)	$	1,164

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The core deposit intangible represents the fair value of the acquired core deposit base. The core deposit intangible will be amortized on an accelerated basis over approximately nine years. Total amortization expense was $77,000 and $153,000 for the three and six months ended June 30, 2018, and $100,000 and $200,000 for the same period in 2017. Amortization expense for core deposit intangible is expected to be as follows at June 30, 2018:


Remainder of 2018	$	154
2019		235
2020		181
2021		166
2022		166
Thereafter		262
Total	$	1,164

NOTE 15 - REVENUE FROM CONTRACTS WITH CUSTOMERS

As noted in Note 1, the Company adopted the provisions of ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), on January 1, 2018 and all subsequent ASUs that modified Topic 606. Results for reporting periods beginning after December 31, 2017 are presented under Topic 606, while prior period amounts have not been adjusted and continue to be reported in accordance with Topic 605.

Revenue Recognition

In accordance with Topic 606, revenues are recognized when control of promised goods or services is transferred to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Topic 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company assesses the goods or services that are promised within each contract and identifies those that contain performance obligations, and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

All of the Company’s revenue from contracts with customers in scope of ASC 606 is recognized in noninterest income and included in our commercial and consumer banking segment. For the three months ended June 30, 2018, the Company recognized $574,000 in total deposit fees, which included $280,000 of debit card interchange fees and $116,000 of fees from non-sufficient funds, both considered within the scope of ASC 606, and $5.2 million of noninterest income considered not within the scope of ASC 606. For the six months ended June 30, 2018, the Company recognized $1.1 million in total deposit fees, which included $540,000 of debit card interchange fees and $236,000 of fees from non-sufficient funds, both considered within the scope of ASC 606, and $9.9 million of noninterest income considered not within the scope of ASC 606.

Deposit Fees

The Bank earns fees from its deposit 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 the fees are recognized on a monthly basis as the service period is completed. Transaction-based fees on deposits accounts are charged to deposit customers for specific services provided to the customer, such as non-sufficient funds fees, overdraft fees, and wire fees. 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.

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Debit Interchange Income

Debit and ATM interchange income represent fees earned when a debit card issued by the Bank is used. The Bank earns interchange fees from debit cardholder transactions through the Visa payment network. Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized daily, concurrently with the transaction processing services provided to the cardholder. The performance obligation is satisfied and the fees are earned when the cost of the transaction is charged to the cardholders’ debit card. Certain expenses directly associated with the debit card are recorded on a net basis with the interchange income.

NOTE 16 - DEFINITIVE AGREEMENT

On July 17, 2018, the Company entered into a definitive agreement (the "Agreement") with Anchor Bancorp, headquartered in Lacey, Washington ("Anchor"), pursuant to which Anchor will be merged with and into the Company, and immediately thereafter Anchor’s bank subsidiary, Anchor Bank, will be merged with and into 1st Security Bank of Washington (the "Anchor Merger"). Anchor Bank has nine full-service banking offices within Grays Harbor, Thurston, Lewis, and Pierce counties, and one loan production office located in King County, Washington. Under the terms of the Agreement, Anchor shareholders will receive 0.2921 shares of FS Bancorp common stock and $12.40 in cash for each share of Anchor common stock. FS Bancorp will pay aggregate consideration of 725,585 shares of FS Bancorp common stock and $30.8 million in cash, or based on the 10-day volume weighted average closing price of FS Bancorp common stock of $63.68 on July 13, 2018, approximately $77.0 million in aggregate, including the value of outstanding shares of Anchor restricted stock.

In the event the Agreement is terminated under certain specified circumstances in connection with a competing transaction, Anchor will be required to pay the Company a termination fee of $2.7 million in cash. All of the directors of Anchor have agreed to vote their shares of Anchor common stock in favor of approval of the Agreement. The proposed transaction is subject to customary closing conditions, including the receipt of regulatory approvals and approval of the Agreement by the shareholders of Anchor, and is expected to be completed in either the fourth quarter of 2018 or early in the first quarter of 2019.

At June 30, 2018, Anchor reported total assets of $469.6 million, total loans of $397.4 million and total deposits of $359.0 million. Upon consummation of the merger, the shareholders of Anchor will own approximately 16% of the combined company.

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

Forward-Looking Statements

This report contains forward-looking statements, which can be identified by the use of words such as “believes,” “expects,” “anticipates,” “estimates,” or similar expressions. Forward-looking statements include, but are not limited to:

statements of our goals, intentions, and expectations;

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

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

estimates of our risks and future costs and benefits.

These forward-looking statements are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by the forward-looking statements due to, among others, the following factors:

the expected cost savings, synergies and other financial benefits from our pending merger with Anchor Bancorp ("Anchor") might not be realized within the expected time frames or at all;

governmental approval of the merger may not be obtained or adverse regulatory conditions may be imposed in connection with governmental approvals of the merger;

conditions to the closing of the merger may not be satisfied;

the shareholders of Anchor may fail to approve the consummation of the merger;

the integration of the combined company, including personnel changes/retention, might not proceed as planned;

the combined company might not perform as well as expected;

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

the credit risks of lending activities, including changes in the level and trend of loan delinquencies, write offs, changes in our allowance for loan losses, and provision for loan losses that may be impacted by deterioration in the housing and commercial real estate markets;

secondary market conditions and our ability to sell loans in the secondary market;

fluctuations in the demand for loans, the number of unsold homes, land and other properties, and fluctuations in real estate values in our market area;

staffing fluctuations in response to product demand or the implementation of corporate strategies that affect our workforce and potential associated charges;

increases in premiums for deposit insurance;

the use of estimates in determining fair value of certain of our assets, which estimates may prove to be incorrect and result in significant declines in valuation;

changes in the interest rate environment that reduce our interest margins or reduce the fair value of financial instruments;

increased competitive pressures among financial services companies;

our ability to execute our plans to grow our residential construction lending, our home lending operations, our warehouse lending, and the geographic expansion of our indirect home improvement lending;

our ability to attract and retain deposits;

our ability to control operating costs and expenses;

our ability to retain key members of our senior management team;

changes in consumer spending, borrowing, and savings habits;

our ability to successfully manage our growth;

legislative or regulatory changes that adversely affect our business, including the effect of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, changes in regulation policies and principles, an increase in regulatory capital requirements or change in the interpretation of regulatory capital or other rules, including as a result of Basel III;

adverse changes in the securities markets;

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

costs and effects of litigation, including settlements and judgments;

disruptions, security breaches, or other adverse events, failures, or interruptions in, or attacks on, our information technology systems or on the third-party vendors who perform several of our critical processing functions;

our ability to implement our branch expansion strategy;

inability of key third-party vendors to perform their obligations to us; and

other economic, competitive, governmental, regulatory, and technical factors affecting our operations, pricing, products, and services and other risks described elsewhere in this Form 10‑Q and our other reports filed with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10‑K for the year ended December 31, 2017.

Any of the forward-looking statements made in this Form 10‑Q and in other public statements may turn out to be wrong because of inaccurate assumptions we might make, because of the factors illustrated above or because of other factors that we cannot foresee. Forward-looking statements are based upon management’s beliefs and assumptions at the time they are made. The Company undertakes no obligation to update or revise any forward-looking statement included in this report or to update the reasons why actual results could differ from those contained in such statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking statements discussed in this report might not occur and you should not put undue reliance on any forward-looking statements.

Overview

FS Bancorp, Inc. and its subsidiary bank, 1st Security Bank of Washington have been serving the Puget Sound area since 1936. Originally chartered as a credit union, known as Washington’s Credit Union, the credit union served various select employment groups. On April 1, 2004, the credit union converted to a Washington state-chartered mutual savings bank. On July 9, 2012, the Bank converted from mutual to stock ownership and became the wholly owned subsidiary of FS Bancorp, Inc.

The Company is relationship-driven, delivering banking and financial services to local families, local and regional businesses and industry niches within distinct Puget Sound area communities, and one loan production office located in the Tri-Cities, Washington. The Company also maintains its long-standing indirect consumer lending platform which operates throughout the western region of the United States. The Company emphasizes long-term relationships with families and businesses within the communities served, working with them to meet their financial needs. The Company is also actively involved in community activities and events within these market areas, which further strengthens our relationships within those markets.

The Company focuses on diversifying revenues, expanding lending channels, and growing the banking franchise. Management remains focused on building diversified revenue streams based upon credit, interest rate, and concentration risks. Our business plan remains as follows:

Growing and diversifying our loan portfolio;

Maintaining strong asset quality;

Emphasizing lower cost core deposits to reduce the costs of funding our loan growth;

Capturing our customers’ full relationship by offering a wide range of products and services by leveraging our well-established involvement in our communities and by selectively emphasizing products and services designed to meet our customers’ banking needs; and

Expanding the Company’s markets.

The Company is a diversified lender with a focus on the origination of one-to-four-family loans, commercial real estate mortgage loans, consumer loans including home improvement (“fixture secured”) loans and marine lending, commercial business loans, and second mortgage or home equity loan products. Historically, consumer loans, in particular, fixture secured loans had represented the largest portion of the Company’s loan portfolio and had traditionally been the mainstay of the Company’s lending strategy. In recent years, the Company has placed more of an emphasis on real estate lending

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products, such as one-to-four-family loans, commercial real estate loans, including speculative residential construction loans, as well as commercial business loans, while growing the current size of the consumer loan portfolio.

Consumer loans, in particular indirect home improvement loans to finance window replacement, gutter replacement, siding replacement, solar panels, pools, and other improvement renovations is a large portion of the loan portfolio. Indirect home improvement lending is dependent on the Bank’s relationships with home improvement contractors and dealers. The Company funded $30.4 million, or approximately 1,800 loans during the quarter ended June 30, 2018, using its indirect home improvement contractor/dealer network of 107 active dealers located throughout Washington, Oregon, California, Idaho, Colorado, and Arizona with 10 contractor/dealers responsible for 65.0% of the funded loans dollar volume. The following table details total consumer funded loan originations by state for the periods indicated:


	For the Six Months Ended				For the Twelve Months Ended
	June 30, 2018				December 31, 2017
State	Amount		Percent		Amount		Percent
Washington	$	31,068	42.8	%	$	37,748	35.3	%
Oregon		23,206	32.0			43,678	40.9
California		14,638	20.2			20,246	18.9
Idaho		2,784	3.8			5,142	4.8
Colorado		833	1.1			108	0.1
Arizona		65	0.1			—	—
Total consumer loans	$	72,594	100.0	%	$	106,922	100.0	%

The Company originates one-to-four-family residential mortgage loans through referrals from real estate agents, financial planners, builders, and from existing customers. Retail banking customers are also an important source of the Company’s loan originations. The Company originated $362.3 million of one-to-four-family loans which includes loans held for sale, loans held for investment, fixed seconds, in addition to loans brokered to other institutions of $3.2 million through the home lending segment during the first half of 2018, of which $315.6 million were sold to investors. Of the loans sold to investors, $212.4 million were sold to the FNMA, FHLMC, FHLB, and/or GNMA with servicing rights retained for the purpose of further developing these customer relationships. At June 30, 2018, one-to-four-family residential mortgage loans held for investment, which excludes loans held for sale of $55.2 million, totaled $178.0 million, or 19.9%, of the total gross loan portfolio.

The Company expanded its residential construction and commercial real estate lending team in 2011 with a focus on vertical, in-city one-to-four-family development in our market area. This team has over 60 years of combined experience and expertise in commercial real estate and multi-family acquisition, development and construction (“ADC”) lending in the Puget Sound market area and the related take-out financing as applicable. The Company has implemented this strategy to take advantage of what is believed to be a strong demand for construction and ADC loans to experienced, successful and relationship driven builders in our market area after many other banks abandoned this segment because of previous overexposure.

The Company originates commercial business loans and lines of credit to local small- and mid-sized businesses in the Puget Sound market area that are secured by accounts receivable, inventory or property, plant and equipment. Consistent with management’s objectives to expand commercial business lending, in 2009, the Company commenced a mortgage warehouse lending program through which the Company funds third-party residential mortgage bankers. Under this program the Company provides short-term funding to the mortgage banking companies for the purpose of originating residential mortgage loans for sale into the secondary market. In 2013, the Company expanded this program to include commercial warehouse lines including residential construction lending.

Since 2012, the Company has had an emphasis on diversifying lending products by expanding commercial real estate, commercial business, and residential lending, while maintaining the current volume of production and historical growth of the consumer loan portfolio. The Company’s lending strategies are intended to take advantage of: (1) historical strength in indirect consumer lending, (2) recent market consolidation that has created new lending opportunities and the availability of experienced bankers, and (3) strength in relationship lending. Retail deposits will continue to serve as an important funding source.

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Recently, improvements in the economy, employment rates, stronger real estate prices, and a general lack of new housing inventory has resulted in our significantly increasing originations of construction loans for properties located in our market areas. We anticipate that construction and development lending will continue to be a strong element of our total loan portfolio in future periods. We will continue to take a disciplined approach in our construction and development lending by concentrating our efforts on loans to builders and developers in our market areas known to us. These short term loans typically mature in six to twelve months. In addition, the funding is usually not fully disbursed at origination, thereby reducing our net loans receivable in the short term.

The Company is significantly affected by prevailing economic conditions, as well as government policies and regulations concerning, among other things, monetary and fiscal affairs. Deposit flows are influenced by a number of factors, including interest rates paid on time deposits, other investments, account maturities, and the overall level of personal income and savings. Lending activities are influenced by the demand for funds, the number and quality of lenders, and regional economic cycles. Sources of funds for lending activities include primarily deposits, including brokered deposits, borrowings, payments on loans, and income provided from operations.

The Company’s earnings are primarily dependent upon net interest income, the difference between interest income and interest expense. Interest income is a function of the balances of loans and investments outstanding during a given period and the yield earned on these loans and investments. Interest expense is a function of the amount of deposits and borrowings outstanding during the same period and interest rates paid on these deposits and borrowings. Another significant influence on the Company’s earnings is fee income from mortgage banking activities. The Company’s earnings are also affected by the provision for loan losses, service charges and fees, gains from sales of assets, operating expenses and income taxes.

Critical Accounting Policies and Estimates

Certain of the Company’s accounting policies are important to the portrayal of the Company’s financial condition, since they require management to make difficult, complex, or subjective judgments, some of which may relate to matters that are inherently uncertain. Estimates associated with these policies are susceptible to material changes as a result of changes in facts and circumstances. Facts and circumstances which could affect these judgments include, but are not limited to, changes in interest rates, changes in the performance of the economy, and changes in the financial condition of borrowers. Management believes that its critical accounting policies include the following:

Allowance for Loan and Lease Losses (“ALLL”). The ALLL is the amount estimated by management as necessary to cover probable losses inherent in the loan portfolio at the balance sheet date. The allowance is established through the provision for loan losses, which is charged to income. A high degree of judgment is necessary when determining the amount of the ALLL. Among the material estimates required to establish the allowance are: loss exposure at default; the amount and timing of future cash flows on impacted loans; value of collateral; and determination of loss factors to be applied to the various elements of the portfolio. All of these estimates are susceptible to significant change. Management reviews the level of the allowance at least quarterly and establishes the provision for loan losses based upon an evaluation of the portfolio, past loss experience, current economic conditions, and other factors related to the collectability of the loan portfolio. Although the Company believes that use of the best information available currently establishes the ALLL, future adjustments to the allowance may be necessary if economic conditions differ substantially from the assumptions used in making the evaluation. As the Company adds new products to the loan portfolio and expands the Company’s market area, management intends to enhance and adapt the methodology to keep pace with the size and complexity of the loan portfolio. Changes in any of the above factors could have a significant effect on the calculation of the ALLL in any given period. Management believes that its systematic methodology continues to be appropriate given the Company’s increased size and level of complexity.

Servicing Rights. Servicing assets are recognized as separate assets when rights are acquired through the purchase or through the sale of financial assets. Generally, purchased servicing rights are capitalized at the cost to acquire the rights. For sales of mortgage, commercial and consumer loans, a portion of the cost of originating the loan is allocated to the servicing right based on relative fair value. Fair value is based on market prices for comparable mortgage, commercial, or consumer servicing contracts, when available, or alternatively, is based on a valuation model that calculates the present value of estimated future net servicing income. The valuation model incorporates assumptions that market participants would use in estimating future net servicing income, such as the cost to service, the discount rate, the custodial earnings

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rate, an inflation rate, ancillary income, prepayment speeds, and default rates and losses. Servicing assets are evaluated quarterly for impairment based upon the fair value of the rights as compared to amortized cost. Impairment is determined by stratifying rights into tranches based on predominant characteristics, such as interest rate, loan type, and investor type. Impairment is recognized through a valuation allowance for an individual tranche, to the extent that fair value is less than the capitalized amount for the tranches. If the Company later determines that all or a portion of the impairment no longer exists for a particular tranche, a reduction of the allowance may be recorded as a recovery and an increase to income. Capitalized servicing rights are stated separately on the consolidated balance sheets and are amortized into noninterest income in proportion to, and over the period of, the estimated future net servicing income of the underlying financial assets.

Derivatives and Hedging Activity. ASC 815, “Derivatives and Hedging,” requires that derivatives of the Company be recorded in the consolidated financial statements at fair value. Management considers its accounting policy for derivatives to be a critical accounting policy because these instruments have certain interest rate risk characteristics that change in value based upon changes in the capital markets. The Company’s derivatives are primarily the result of its mortgage banking activities in the form of commitments to extend credit, commitments to sell loans, TBA mortgage-backed securities trades and option contracts to mitigate the risk of the commitments to extend credit. Estimates of the percentage of commitments to extend credit on loans to be held for sale that may not fund are based upon historical data and current market trends. The fair value adjustments of the derivatives are recorded in the Consolidated Statements of Income with offsets to other assets or other liabilities on the Consolidated Balance Sheets.

Income Taxes. Income taxes are reflected in the Company’s consolidated financial statements to show the tax effects of the operations and transactions reported in the consolidated financial statements and consist of taxes currently payable plus deferred taxes. ASC 740, “Accounting for Income Taxes,” requires the asset and liability approach for financial accounting and reporting for deferred income taxes. Deferred tax assets and liabilities result from differences between the financial statement carrying amounts and the tax bases of assets and liabilities. They are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled and are determined using the assets and liability method of accounting. The deferred income provision represents the difference between net deferred tax asset/liability at the beginning and end of the reported period. In formulating the deferred tax asset, the Company is required to estimate income and taxes in the jurisdiction in which the Company operates. This process involves estimating the actual current tax exposure for the reported period together with assessing temporary differences resulting from differing treatment of items, such as depreciation and the provision for loan losses, for tax and financial reporting purposes.

Deferred tax liabilities occur when taxable income is smaller than reported income on the income statements due to accounting valuation methods that differ from tax, as well as tax rate estimates and payments made quarterly and adjusted to actual at the end of the year. Deferred tax liabilities are temporary differences payable in future periods. The Company had a net deferred tax liability of $27,000 and $607,000, at June 30, 2018 and December 31, 2017, respectively.

Comparison of Financial Condition at June 30, 2018 and December 31, 2017

Assets. Total assets increased $150.8 million, or 15.4%, to $1.1 billion at June 30, 2018, from $981.8 million at December 31, 2017, primarily as a result of a $119.6 million, or 15.7% increase in loans receivable, net, a $16.0 million, or 19.4% increase in securities available-for-sale, a $4.9 million, or 169.7% increase in FHLB stock, a $3.2 million, or 30.7% increase in BOLI, a $3.1 million, or 16.2% increase in total cash and cash equivalents, a $1.7 million, or 3.2% increase in loans held for sale, and $1.6 million increase in servicing rights mainly funded by FHLB borrowings and deposit growth.

Loans receivable, net increased $119.6 million, or 15.7% to $881.2 million at June 30, 2018, from $761.6 million at December 31, 2017. Total commercial business loans increased $52.9 million, mostly due to an increase in commercial and industrial lending of $27.7 million, including purchases of $12.0 million in shared national credits, and $8.9 million in U.S. Department of Agriculture loans. Total real estate loans increased $36.2 million including increases in construction and development loans of $17.5 million, one-to-four-family portfolio loans of $14.3 million, which is net of a $5.5 million portfolio loan sale, and multi-family loans of $3.2 million. Undisbursed construction and development loan commitments increased $5.7 million, or 7.8%, to $79.0 million at June 30, 2018, as compared to $73.3 million at December 31, 2017.

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Total consumer loans increased $31.2 million, reflecting primarily growth of $16.9 million in indirect home improvement loans and $13.2 million in marine loans.

Loans held for sale, consisting of one-to-four-family loans, increased by $1.7 million, or 3.2% to $55.2 million at June 30, 2018, from $53.5 million at December 31, 2017. The Company continues to expand its home lending operations by hiring additional lending staff and will continue selling one-to-four-family loans into the secondary market for asset/liability management purposes.

One-to-four-family loan originations, including $313.2 million loans held for sale, $45.9 million portfolio loans including first and second liens, and $3.2 million loans brokered to other institutions, increased $2.9 million, or 0.8% to $362.3 million during the six months ended June 30, 2018, compared to $359.4 million during the six months ended June 30, 2017. Originations of one-to-four-family loans to purchase a home (purchase production) decreased by $3.9 million, or 1.4% with $274.7 million in loan purchase production closing during the six months ended June 30, 2018, down from $278.6 million during the six months ended June 30, 2017. One-to-four-family loan originations for refinance (refinance production) increased $8.5 million, or 10.9% with $86.7 million in refinance production closing during the six months ended June 30, 2018, up from $78.2 million during the six months ended June 30, 2017. During the six months ended June 30, 2018, the Company sold $315.6 million of one-to-four-family loans, compared to sales of $307.5 million for the same period one year ago. In addition, the margin on loans sold was unchanged at 2.56% for both the six months ended June 30, 2018, and 2017.

The ALLL at June 30, 2018 increased to $11.6 million, or 1.3% of gross loans receivable, excluding loans held for sale, compared to $10.8 million, or 1.4% of gross loans receivable, excluding loans held for sale, at December 31, 2017. Substandard loans decreased to $5.8 million at June 30, 2018, compared to $6.5 million at December 31, 2017. Non-performing loans, consisting solely of non-accruing loans, decreased to $627,000 at June 30, 2018, from $1.0 million at December 31, 2017. At June 30, 2018, non-performing loans consisted of $274,000 of indirect home improvement loans, $176,000 of home equity loans, $141,000 of one-to-four-family loans, $35,000 of solar loans, and $1,000 of other consumer loans. Non-performing loans to total gross loans were 0.1% at both June 30, 2018 and December 31, 2017. The Company had no OREO at June 30, 2018, or at December 31, 2017.

Liabilities. Total liabilities increased $143.4 million to $1.0 billion at June 30, 2018, from $859.8 million at December 31, 2017, due to growth in deposits and borrowings. Total deposits increased $40.3 million to $870.1 million at June 30, 2018, from $829.8 million at December 31, 2017. Relationship-based transactional accounts (noninterest-bearing checking, interest-bearing checking, and escrow accounts) increased $5.6 million to $312.4 million at June 30, 2018, from $306.8 million at December 31, 2017. Money market and savings accounts decreased $12.5 million to $288.4 million at June 30, 2018, from $300.8 million at December 31, 2017. Time deposits increased $47.0 million to $269.3 million at June 30, 2018, from $222.3 million at December 31, 2017. Non-retail certificates of deposit which includes brokered certificates of deposit, online certificates of deposit, and public funds increased $21.1 million to $87.6 million at June 30, 2018, compared to $66.5 million at December 31, 2017. Management remains focused on growth in lower cost relationship-based deposits to fund long-term asset growth.

Borrowings increased $99.0 million to $106.5 million at June 30, 2018, from $7.5 million at December 31, 2017, primarily due to continued growth in shorter term business loans funded with similar duration and overnight FHLB borrowings.

Stockholders’ Equity. Total stockholders’ equity increased $7.4 million to $129.4 million at June 30, 2018, from $122.0 million at December 31, 2017. The increase in stockholders’ equity during the six months ended June 30, 2018, was primarily due to net income of $8.6 million, partially offset by an increase in accumulated other comprehensive loss, net of tax of $1.7 million. Book value per common share was $35.94 at June 30, 2018, compared to $34.47 at December 31, 2017.

We have common shares outstanding of 3,599,516 that were calculated using shares outstanding of 3,708,660 at June 30, 2018, less 18,421 unvested restricted stock shares, and 90,724 unallocated ESOP shares. Common shares of 3,539,626 were calculated using shares outstanding at December 31, 2017 of 3,680,152, less 36,842 unvested restricted stock shares, and 103,684 unallocated ESOP shares.

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Comparison of Results of Operations for the Three Months Ended June 30, 2018 and 2017

General. Net income for the three months ended June 30, 2018, decreased $102,000, or 2.3%, to $4.3 million, from $4.4 million for the three months ended June 30, 2017. The primary reason for the decrease in net income was a $1.3 million, or 19.3% decrease in noninterest income and a $1.2 million, or 11.0% increase in noninterest expense, partially offset by a $1.5 million, or 15.1% increase in net interest income after provision for loan losses, and a $932,000, or 57.5% decrease in provision for income taxes.

The following table sets forth the average balances of all major categories of interest-earning assets and interest-bearing liabilities to calculate the comparison of results of operations for the three months ended June 30, 2018 and 2017:


	For the Three Months Ended					For the Three Months Ended
	June 30, 2018					June 30, 2017
Average Balances	Average Balance Outstanding		Interest Earned/ Paid		Yield/ Rate	Average Balance Outstanding		Interest Earned/ Paid		Yield/ Rate
ASSETS
Loans receivable, net deferred loan fees (1)	$	899,692	$	13,135	5.86%	$	720,569	$	10,401	5.79%
Mortgage-backed securities		47,442		284	2.40%		50,287		283	2.26%
Investment securities		49,423		349	2.83%		47,002		282	2.41%
Federal Home Loan Bank stock		6,770		76	4.50%		4,019		29	2.89%
Interest-bearing deposits at other financial institutions		41,952		178	1.70%		40,930		142	1.39%
Total interest-earning assets		1,045,279		14,022	5.38%		862,807		11,137	5.18%
Noninterest-earning assets (2)		37,583					39,676
Total assets	$	1,082,862				$	902,483
LIABILITIES AND STOCKHOLDERS' EQUITY
Savings and money market	$	287,354	$	393	0.55%	$	328,288	$	312	0.38%
Interest-bearing checking		125,901		63	0.20%		76,939		14	0.07%
Certificates of deposit		243,108		976	1.61%		189,844		570	1.20%
Borrowings		100,546		496	1.98%		36,754		106	1.16%
Subordinated note		9,852		169	6.88%		9,832		169	6.89%
Total interest-bearing liabilities		766,761		2,097	1.10%		641,657		1,171	0.73%
Noninterest-bearing accounts		179,814					162,919
Other noninterest-bearing liabilities		10,451					13,112
Stockholders’ equity		125,836					84,795
Total liabilities and stockholders’ equity	$	1,082,862				$	902,483
Net interest income			$	11,925				$	9,966
Net interest rate spread					4.28%					4.45%
Net earning assets	$	278,518				$	221,150
Net interest margin					4.58%					4.63%
Average interest-earning assets to average interest-bearing liabilities		136.32%					134.47%

(1)

Includes loans held for sale.

(2)

Includes fixed assets, BOLI, goodwill, and CDI.

Net Interest Income. Net interest income increased $2.0 million, or 19.7%, to $11.9 million for the three months ended June 30, 2018, from $10.0 million for the three months ended June 30, 2017. The increase in net interest income was mostly due to a $2.7 million, or 26.3% increase in loans receivable interest income, due to a $179.1 million, or 24.9%

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increase in the average loans receivable, net balance, and a seven basis point increase in the average loan yield. These increases were partially offset by a $536,000, or 59.8% increase in deposit interest expense mainly due to continued overall deposit growth at higher current market interest rates, and a $390,000 increase in interest expense mostly from the use of FHLB borrowings to support loan growth.

The net interest margin (“NIM”) decreased five basis points to 4.58% for the three months ended June 30, 2018, from 4.63% for the three months ended June 30, 2017. The decreased NIM was driven primarily by growth in higher cost market rate time deposits and increased borrowings to support loan growth. Management remains focused on matching deposit/liability duration with the duration of loans/assets where appropriate.

Interest Income. Interest income for the three months ended June 30, 2018, increased $2.9 million, or 25.9%, to $14.0 million, from $11.1 million for the three months ended June 30, 2017. The increase during the period was primarily attributable to the increase in the average balance of loans receivable to $899.7 million for the three months ended June 30, 2018, compared to $720.6 million for the three months ended June 30, 2017, and a 20 basis point increase in the average yield on interest-earning assets to 5.38% for the three months ended June 30, 2018, compared to 5.18% for the three months ended June 30, 2017. The increase in average yield on interest-earning assets compared to the same period a year earlier primarily reflects the growth in the loan portfolio and the proportionally larger level of loans in the average interest-earning asset mix.

The following table compares average earning asset balances, associated yields, and resulting changes in interest income for the three months ended June 30, 2018 and 2017:


	Three Months Ended June 30,
	2018				2017
	Average				Average				Increase in
	Balance		Yield/		Balance		Yield/		Interest
(Dollars in thousands)	Outstanding		Rate		Outstanding		Rate		Income
Loans receivable, net and loans held for sale	$	899,692	5.86	%	$	720,569	5.79	%	$	2,734
Mortgage-backed securities		47,442	2.40			50,287	2.26			1
Investment securities		49,423	2.83			47,002	2.41			67
FHLB stock		6,770	4.50			4,019	2.89			47
Interest-bearing deposits at other financial institutions		41,952	1.70			40,930	1.39			36
Total interest-earning assets	$	1,045,279	5.38	%	$	862,807	5.18	%	$	2,885

Interest Expense. Interest expense increased $926,000, or 79.1%, to $2.1 million for the three months ended June 30, 2018, from $1.2 million for the same prior year period. The increase was attributable to an increase in interest expense on deposits of $536,000, and borrowings of $390,000. The average cost of funds increased 31 basis points to 0.89% from 0.58% for the three months ended June 30, 2018 and 2017, respectively, driven by growth in time deposits and an increase in borrowings which are closely tied to wholesale overnight borrowing rates. The average cost of deposits increased 18 basis points to 0.65%, for the three months ended June 30, 2018, compared to 0.47%, for the three months ended June 30, 2017, reflecting rising interest rates over the last year and increased certificates of deposit, including a $32.9 million increase in non-retail certificates of deposit.

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The following table details average balances for cost of funds on interest-bearing liabilities and the change in interest expense for the three months ended June 30, 2018 and 2017:


	Three Months Ended June 30,
	2018				2017
	Average				Average				Increase in
	Balance				Balance				Interest
(Dollars in thousands)	Outstanding		Yield		Outstanding		Yield		Expense
Savings and money market	$	287,354	0.55	%	$	328,288	0.38	%	$	81
Interest-bearing checking		125,901	0.20			76,939	0.07			49
Certificates of deposit		243,108	1.61			189,844	1.20			406
Borrowings		100,546	1.98			36,754	1.16			390
Subordinated note		9,852	6.88			9,832	6.89			—
Total interest-bearing liabilities	$	766,761	1.10	%	$	641,657	0.73	%	$	926

Provision for Loan Losses. For the three months ended June 30, 2018, the provision for loan losses was $450,000, compared to no provision for the three months ended June 30, 2017. The increased provision for loan losses was due to continued loan growth. During the three months ended June 30, 2018, net charge-offs totaled $19,000, compared to $4,000 during the three months ended June 30, 2017.

Noninterest Income. Noninterest income decreased $1.3 million, or 19.3%, to $5.6 million for the three months ended June 30, 2018, from $7.0 million for the three months ended June 30, 2017. The decrease during the period reflects a $958,000 reduction in non-recurring gain on sale of mortgage servicing rights, a $333,000 reduction in service charges and fee income primarily related to the sale of servicing assets in the second quarter of 2017, and a $237,000 reduction in gain on sale of investment securities, partially offset by a $211,000 increase in gain on sale of loans.

Noninterest Expense. Noninterest expense increased $1.2 million, or 11.0%, to $12.1 million for the three months ended June 30, 2018, from $10.9 million for the three months ended June 30, 2017. The increase was primarily the result of a $755,000 increase in salaries and benefits, included a $401,000 decrease in incentives and commissions due in part to the reduction of homes available for sale in the Pacific Northwest, increases of $161,000 in loan costs, $98,000 in operations expense, $86,000 in data processing, and $61,000 in professional and board fees.

The efficiency ratio, which is noninterest expense as a percentage of net interest income and noninterest income, increased to 69.2% for the three months ended June 30, 2018, compared to 64.7% for the three months ended June 30, 2017, representing a greater increase in interest and noninterest expenses as compared to smaller increases in interest and noninterest income.

Provision for Income Tax. For the three months ended June 30, 2018, the Company recorded a provision for income tax expense of $688,000 on pre-tax income as compared to $1.6 million for the three months ended June 30, 2017. The year over year reduction in the tax provision is partially due to the application of Accounting Standards Update (“ASU”) 2016-09, Stock Compensation, requiring the excess tax benefits on options and restricted stock vesting to be recognized in earnings which provided a tax expense reduction of $363,000 during the current quarter. The effective corporate income tax rates for the three months ended June 30, 2018 and 2017 were 13.9% and 27.1%, respectively, reflecting the reduction of the federal corporate income tax rate effective January 1, 2018 from the Tax Act enacted on December 22, 2017, and the impact of ASU 2016-09.

Comparison of Results of Operations for the Six Months Ended June 30, 2018 and 2017

General. Net income for the six months ended June 30, 2018, increased $1.6 million, or 23.4%, to $8.6 million, from $7.0 million for the six months ended June 30, 2017. The increase was mostly due to a $3.7 million, or 19.4% increase in net interest income, after provision for loan losses, a $1.9 million, or 8.7% increase in noninterest expense, a $1.7 million, or a 14.1% decrease in noninterest income, and a $1.5 million, or 50.7% decrease in provision for income taxes.

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	For the Six Months Ended						For the Six Months Ended
	June 30, 2018						June 30, 2017
Average Balances	Average Balance Outstanding		Interest Earned/ Paid			Yield/ Rate	Average Balance Outstanding		Interest Earned/ Paid		Yield/ Rate
ASSETS
Loans receivable, net deferred loan fees (1)	$	872,394	$		25,391	5.87%	$	685,524	$	19,773	5.82%
Mortgage-backed securities		45,979			529	2.32%		51,382		552	2.17%
Investment securities		47,737			643	2.72%		44,329		507	2.31%
Federal Home Loan Bank stock		5,097			111	4.39%		3,467		49	2.85%
Interest-bearing deposits at other financial institutions		41,346			336	1.64%		47,760		289	1.22%
Total interest-earning assets		1,012,553		27,010		5.38%		832,462		21,170	5.13%
Noninterest-earning assets (2)		37,419						38,331
Total assets	$	1,049,972					$	870,793
LIABILITIES AND STOCKHOLDERS' EQUITY
Savings and money market	$	290,391	$		712	0.49%	$	316,054	$	581	0.37%
Interest-bearing checking		124,666			130	0.21%		71,171		22	0.06%
Certificates of deposit		248,116			1,833	1.49%		193,535		1,145	1.19%
Borrowings		61,294			576	1.90%		24,752		145	1.18%
Subordinated note		9,849			337	6.90%		9,829		336	6.89%
Total interest-bearing liabilities		734,316			3,588	0.99%		615,341		2,229	0.73%
Noninterest-bearing accounts		180,158						159,985
Other noninterest-bearing liabilities		11,181						12,553
Stockholders’ equity		124,317						82,914
Total liabilities and stockholders’ equity	$	1,049,972					$	870,793
Net interest income			$		23,422				$	18,941
Net interest rate spread						4.39%					4.40%
Net earning assets	$	278,237					$	217,121
Net interest margin						4.66%					4.59%
Average interest-earning assets to average interest-bearing liabilities		137.89%						135.28%

(1) Includes loans held for sale.

(2) Includes fixed assets, BOLI, goodwill, and CDI.

Net Interest Income. Net interest income increased $4.5 million, or 23.7%, to $23.4 million for the six months ended June 30, 2018, from $18.9 million for the six months ended June 30, 2017, mostly due to a $5.6 million, or 28.4% increase in loans receivable interest income, partially offset by a $927,000 increase in deposit interest expense and a $431,000 increase in borrowing interest expense.

The NIM increased seven basis points to 4.66% for the six months ended June 30, 2018, from 4.59% for the six months ended June 30, 2017. The increased NIM was mostly as a result of the substantial growth in the average balance of loans receivable, net earning higher yields as compared to other interest-earning assets.

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Interest Income. Interest income for the six months ended June 30, 2018, increased $5.8 million, or 27.6%, to $27.0 million, from $21.2 million for the six months ended June 30, 2017. The increase during the period was primarily due to the increase in the average balance of loans receivable to $872.4 million for the six months ended June 30, 2018, compared to $685.5 million for the six months ended June 30, 2017. The average yield on interest-earning assets increased 25 basis points to 5.38% for the six months ended June 30, 2018, compared to 5.13% for the six months ended June 30, 2017. The increase in average yield on interest-earning assets compared to the same period last year primarily reflects the growth in the loan portfolio and the proportionally larger level of loans in the average interest-earning asset mix.

The following table compares average earning asset balances, associated yields, and resulting changes in interest income for the six months ended June 30, 2018 and 2017:


	Six Months Ended June 30,
	2018				2017				Increase
	Average				Average				(Decrease) in
	Balance		Yield/		Balance		Yield/		Interest
(Dollars in thousands)	Outstanding		Rate		Outstanding		Rate		Income
Loans receivable, net and loans held for sale	$	872,394	5.87	%	$	685,524	5.82	%	$	5,618
Mortgage-backed securities		45,979	2.32			51,382	2.17			(23)
Investment securities		47,737	2.72			44,329	2.31			136
FHLB stock		5,097	4.39			3,467	2.85			62
Interest-bearing deposits at other financial institutions		41,346	1.64			47,760	1.22			47
Total interest-earning assets	$	1,012,553	5.38	%	$	832,462	5.13	%	$	5,840

Interest Expense. Interest expense increased $1.4 million, or 61.0%, to $3.6 million for the six months ended June 30, 2018, from $2.2 million for the same prior year period. The average cost of funds increased 21 basis points to 0.79% for the six months ended June 30, 2018, compared to 0.58% for the six months ended June 30, 2017. The average cost of deposits increased 17 basis points to 0.64% for the six months ended June 30, 2018, compared to 0.47% for the six months ended June 30, 2017, mostly driven by increases in both certificates of deposit and borrowings.

The following table details average balances for cost of funds on interest-bearing liabilities and the change in interest expense for the six months ended June 30, 2018 and 2017:


	Six Months Ended June 30,
	2018				2017
	Average				Average				Increase in
	Balance				Balance				Interest
(Dollars in thousands)	Outstanding		Yield		Outstanding		Yield		Expense
Savings and money market	$	290,391	0.49	%	$	316,054	0.37	%	$	131
Interest-bearing checking		124,666	0.21			71,171	0.06			108
Certificates of deposit		248,116	1.49			193,535	1.19			688
Borrowings		61,294	1.90			24,752	1.18			431
Subordinated note		9,849	6.90			9,829	6.89			1
Total interest-bearing liabilities	$	734,316	0.99	%	$	615,341	0.73	%	$	1,359

Provision for Loan Losses. For the six months ended June 30, 2018, the provision for loan losses was $800,000, primarily due to continued loan growth, compared to no provision for the six months ended June 30, 2017. Net recoveries totaled $15,000 during the six months ended June 30, 2018, compared to net charge-offs of $68,000 during the six months ended June 30, 2017.

Noninterest Income. Noninterest income decreased $1.7 million, or 14.1%, to $10.6 million for the six months ended June 30, 2018, from $12.4 million for the six months ended June 30, 2017. The decrease during the period was primarily due to the $958,000 reduction in non-recurring gain on sale of mortgage servicing rights, a $535,000 associated reduction in

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service charges and fee income, a $166,000 reduction in gain on sale of loans, and a $124,000 reduction in gain on sale of investment securities.

Noninterest Expense. Noninterest expense increased $1.9 million, or 8.7%, to $23.2 million for the six months ended June 30, 2018, from $21.3 million for the six months ended June 30, 2017. The increase was primarily a result of a $1.7 million, or 12.9% increase in salaries and benefits associated with the hiring of additional employees to support lending and deposit growth, and which included $381,000 in incentives and commissions, and a $159,000 increase in data processing.

The efficiency ratio was unchanged at 68.1% for both the six months ended June 30, 2018 and 2017.

Provision for Income Tax. For the six months ended June 30, 2018, the Company recorded a provision for income tax expense of $1.5 million on pre-tax income as compared to $3.0 million for the six months ended June 30, 2017. The year over year reduction in the tax provision is partially due to the application of ASU 2016-09, Stock Compensation, as discussed above, and a reduction in the effective corporate income tax rates for the six months ended June 30, 2018 and 2017 to 14.9% and 30.5%, respectively, reflecting the reduction of the federal corporate income tax rate from the Tax Act.

Liquidity

Management maintains a liquidity position that it believes will adequately provide funding for loan demand and deposit runoff that may occur in the normal course of business. The Company relies on a number of different sources in order to meet potential liquidity demands. The primary sources are increases in deposit accounts, FHLB advances, purchases of Fed Funds, sale of securities available-for-sale, cash flows from loan payments, sales of one-to-four-family loans held for sale, and maturing securities.

At June 30, 2018, the Bank’s total borrowing capacity was $239.7 million with the FHLB of Des Moines, with unused borrowing capacity of $132.8 million. The FHLB borrowing limit is based on certain categories of loans, primarily real estate loans that qualify as collateral for FHLB advances. At June 30, 2018, the Bank held approximately $324.5 million in loans that qualify as collateral for FHLB advances.

In addition to the availability of liquidity from the FHLB of Des Moines, the Bank maintained a short-term borrowing line with the Federal Reserve Bank, with a current limit of $108.6 million, and a combined credit limit of $43.0 million in written Fed Funds lines of credit through correspondent banking relationships at June 30, 2018. The Federal Reserve Bank borrowing limit is based on certain categories of loans, primarily consumer loans that qualify as collateral for Federal Reserve Bank line of credit. At June 30, 2018, the Bank held approximately $227.1 million in loans that qualify as collateral for the Federal Reserve Bank line of credit.

At June 30, 2018, $106.5 million in FHLB advances and FHLB borrowings were outstanding, and no advances were outstanding against the Federal Reserve Bank line of credit, or the Fed Funds lines of credit. The Bank’s Asset and Liability Management Policy permits management to utilize brokered deposits up to 20% of Bank deposits or $175.1 million at June 30, 2018. Total brokered deposits at June 30, 2018 were $90.6 million. Management utilizes brokered deposits to mitigate interest rate risk and liquidity risk exposure when appropriate.

Liquidity management is both a daily and long-term function of Company management. Excess liquidity is generally invested in short-term investments, such as overnight deposits or the repayment of FHLB borrowings. On a longer term basis, a strategy is maintained of investing in various lending products and investment securities, including U.S. Government obligations and U.S. agency securities. The Company uses sources of funds primarily to meet ongoing commitments, pay maturing deposits, fund withdrawals, and to fund loan commitments. At June 30, 2018, the approved outstanding loan commitments, including unused lines of credit amounted to $279.5 million. Certificates of deposit scheduled to mature in three months or less at June 30, 2018, totaled $60.7 million. It is management’s policy to offer deposit rates that are competitive with other local financial institutions. Based on this management strategy, the Company believes that a majority of maturing relationship deposits will remain with the Bank.

As a separate legal entity from the Bank, FS Bancorp, Inc. must provide for its own liquidity. Sources of capital and liquidity for FS Bancorp, Inc. include distributions from the Bank and the issuance of debt or equity securities. Dividends and other capital distributions from the Bank are subject to regulatory notice. At June 30, 2018, FS Bancorp, Inc. had $5.2 million in unrestricted cash to meet liquidity needs.

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Commitments and Off-Balance Sheet Arrangements

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business in order to meet the financing needs of its customers. For information regarding our commitments and off-balance sheet arrangements, see Note 7 of the Notes to Consolidated Financial Statements included in Part I. Item 1 of this report.

Capital Resources

The Bank is subject to minimum capital requirements imposed by the FDIC. Based on its capital levels at June 30, 2018, the Bank exceeded these requirements as of that date. Consistent with our goals to operate a sound and profitable organization, our policy is for the Bank to maintain a well capitalized status under the capital categories of the FDIC. Based on capital levels at June 30, 2018, the Bank was considered to be well capitalized. At June 30, 2018, the Bank exceeded all regulatory capital requirements with Tier 1 leverage-based capital, Tier 1 risk-based capital, total risk-based capital, and common equity Tier 1 capital ratios of 12.2%, 14.3%, 15.6%, and 14.3%, respectively. For additional information regarding the Bank’s regulatory capital compliance, see the discussion included in Note 12 to the Notes to Consolidated Financial Statements included in Part I. Item 1 of this report.

FS Bancorp, Inc. is subject to regulatory guidelines for bank holding companies with $1.0 billion or more in assets. At June 30, 2018, and FS Bancorp, Inc. exceeded all regulatory capital requirements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in the market risk disclosures contained in FS Bancorp’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017.

Item 4. Controls and Procedures

(a)Evaluation of Disclosure Controls and Procedures

An evaluation of the disclosure controls and procedures as defined in Rule 13a‑15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) was carried out as of June 30, 2018 under the supervision and with the participation of the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) and several other members of the Company’s senior management. In designing and evaluating the Company’s disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

The Company’s CEO and CFO concluded that based on their evaluation at June 30, 2018, the Company’s disclosure controls and procedures were effective in ensuring that information we are required to disclose in the reports we file or submit under the Exchange Act is (1) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (2) accumulated and communicated to FS Bancorp management, including its CEO and CFO, as appropriate to allow timely decisions regarding required disclosure, specified in the SEC’s rules and forms.

(b)Changes in Internal Controls

There were no significant changes in the Company’s internal control over financial reporting that occurred during the three months ended June 30, 2018, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting. The Company does not expect that its disclosure controls and procedures and internal control over financial reporting 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 error or

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mistake. Additionally, controls may be circumvented by the individual acts of some persons, by collusion of two or more people, or by 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 or 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.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

In the normal course of business, the Company occasionally becomes involved in various legal proceedings. In the opinion of management, any liability from such proceedings would not have a material adverse effect on the business or financial condition of the Company.

Item 1A. Risk Factors

There have been no material changes to the risk factors set forth in Part I. Item 1A of the Company’s Annual Report on Form 10‑K for the year ended December 31, 2017.

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

(a)

Not applicable

(b)

Not applicable

(c)

The following table summarizes common stock repurchases during the three months ended June 30, 2018:


					Maximum
				Total Number	Number of
				of Shares	Shares that
				Repurchased as	May Yet Be
	Total Number	Price		Part of Publicly	Repurchased
	of Shares	Paid per		Announced	Under the
Period	Purchased	Share		Plan	Plan
April 1, 2018 - April 30, 2018	—	$	—	n/a	—
May 1, 2018 - May 31, 2018	4,325		57.85	n/a	—
June 1, 2018 - June 30, 2018	—		—	n/a	—
Total for the quarter	4,325	$	57.85	n/a	—

The 4,325 shares were surrendered by participants included in the 2013 Equity Incentive Plan in payment for withholding taxes upon the vesting of restricted stock shares.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

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Item 6. Exhibits


3.1		Articles of Incorporation of FS Bancorp, Inc. (1)
3.2		Bylaws of FS Bancorp, Inc. (2)
4.1		Form of Common Stock Certificate of FS Bancorp, Inc. (1)
10.1		Severance Agreement between 1st Security Bank of Washington and Joseph C. Adams (1)
10.2		Form of Change of Control Agreement between 1st Security Bank of Washington and each of Matthew D. Mullet and Drew B. Ness (1)
10.3		FS Bancorp, Inc. 2013 Equity Incentive Plan (the “2013 Plan”) (3)
10.4		Form of Incentive Stock Option Agreement under the 2013 Plan (3)
10.5		Form of Non-Qualified Stock Option Agreement under the 2013 Plan (3)
10.6		Form of Restricted Stock Agreement under the 2013 Plan (3)
10.7		Purchase and Assumption Agreement between Bank of America, National Association and 1st Security Bank dated September 1, 2015 (4)
10.8		Subordinated Loan Agreement dated September 30, 2015 by and among Community Funding CLO, Ltd. and the Company (5)
10.9		Form of change of control agreement with Donn C. Costa, Debbie L. Steck, Dennis O’Leary, Rob Fuller, Erin Burr, Victoria Jarman, Kelli Nielsen, and May-Ling Sowell (6)
10.10		FS Bancorp, Inc. 2018 Equity Incentive Plan (7)
10.11		Form of Incentive Stock Option Award Agreement under the FS Bancorp, Inc.2018 Equity Incentive Plan (7)
10.12		Form of Non-Qualified Stock Option Award Agreement under the FS Bancorp, Inc. 2018 Equity Incentive Plan (7)
10.13		Form of Restricted Stock Award Agreement under the FS Bancorp, Inc. 2018 Equity Incentive Plan (7)
10.14		Agreement and Plan of Merger, dated as of July 17, 2018, by and between FS Bancorp, Inc. and Anchor Bancorp (8)
31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101		The following materials from the Company’s Quarterly Report on Form 10‑Q for the quarter ended June 30, 2018 formatted in Extensible Business Reporting Language (XBRL): (1) Consolidated Balance Sheets; (2) Consolidated Statements of Income; (3) Consolidated Statements of Comprehensive Income; (4) Consolidated Statements of Changes in Stockholders’ Equity; (5) Consolidated Statements of Cash Flows; and (6) Notes to Consolidated Financial Statements.
(1)		Filed as an exhibit to the Registrant’s Registration Statement on Form S‑1 (333‑177125) filed on October 3, 2011, and incorporated by reference.
(2)		Filed as an exhibit to the Registrant’s Current Report on Form 8‑K filed on July 10, 2013 (File No. 001‑35589).
(3)		Filed as an exhibit to the Registrant’s Registration Statement on Form S‑8 (333‑192990) filed on December 20, 2013, and incorporated by reference.
(4)		Filed as an exhibit to the Registrant’s Current Report on Form 8‑K filed on September 2, 2015 (File No. 001‑35589).
(5)		Filed as an exhibit to the Registrant’s Current Report on Form 8‑K filed on October 19, 2015 (File No. 001‑35589).
(6)		Filed as an exhibit to the Registrant’s Current Report on Form 8‑K filed on February 1, 2016 (File No. 001‑35589).
(7)		Filed as an exhibit to the Registrant’s Registration Statement on Form S-8 (333-225135) filed on May 23, 2018, and incorporated by reference.
(8)		Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on July 18, 2018 (File No. 001-35589).

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Exhibit Index


Exhibit No.		Description
31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101		The following materials from the Company’s Quarterly Report on Form 10‑Q for the quarter ended June 30, 2018 formatted in Extensible Business Reporting Language (XBRL): (1) Consolidated Balance Sheets; (2) Consolidated Statements of Income; (3) Consolidated Statements of Comprehensive Income; (4) Consolidated Statements of Changes in Stockholders’ Equity; (5) Consolidated Statements of Cash Flows; and (6) Notes to Consolidated Financial Statements.

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SIGNATURES

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


	FS BANCORP, INC.


Date: August 9, 2018	By:	/s/Joseph C. Adams
		Joseph C. Adams,
		Chief Executive Officer
		(Duly Authorized Officer)

Date: August 9, 2018	By:	/s/Matthew D. Mullet
		Matthew D. Mullet
		Secretary, Treasurer and
		Chief Financial Officer
		(Principal Financial and Accounting Officer)