UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2022              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)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share	FSBW	The NASDAQ Stock Market LLC

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

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes ☒          No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See 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 ☒
Non-accelerated filer ☐	Smaller reporting company ☐
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 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☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:  As of November 4, 2022, there were 7,704,373 outstanding shares of the registrant’s common stock.

FS Bancorp, Inc.

Form 10-Q

Table of Contents

		Page Number
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets at September 30, 2022 and December 31, 2021 (Unaudited)	3
	Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2022 and 2021 (Unaudited)	4
	Consolidated Statements of Comprehensive (Loss) Income for the Three and Nine Months Ended September 30, 2022 and 2021 (Unaudited)	5
	Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2022 and 2021 (Unaudited)	6 - 7
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021 (Unaudited)	8 - 9
	Notes to Consolidated Financial Statements	10 - 53
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	55 - 70
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	70
Item 4.	Controls and Procedures	70
PART II	OTHER INFORMATION	71
Item 1.	Legal Proceedings	71
Item 1A.	Risk Factors	71
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	71
Item 3.	Defaults Upon Senior Securities	72
Item 4.	Mine Safety Disclosures	72
Item 5.	Other Information	72
Item 6.	Exhibits	73
SIGNATURES		74

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.

2

Item 1. Financial Statements

FS BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

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

	September 30,		December 31,
ASSETS	2022		2021
Cash and due from banks	$	11,541	$	12,043
Interest-bearing deposits at other financial institutions		148,256		14,448
Total cash and cash equivalents		159,797		26,491
Certificates of deposit at other financial institutions		4,960		10,542
Securities available-for-sale, at fair value		227,942		271,359
Securities held-to-maturity, net of allowance for credit losses of $31 and none, respectively (fair value of $7,950 and $8,128, respectively)		8,469		7,500
Loans held for sale, at fair value		23,447		125,810
Loans receivable, net (includes $14,198 and $16,083, at fair value, respectively)		2,083,929		1,728,540
Accrued interest receivable		10,407		7,594
Premises and equipment, net		25,438		26,591
Operating lease right-of-use (“ROU”) assets		6,607		4,557
Federal Home Loan Bank (“FHLB”) stock, at cost		13,591		4,778
Other real estate owned (“OREO”)		145		—
Deferred tax asset, net		6,571		—
Bank owned life insurance (“BOLI”), net		36,578		37,092
Servicing rights, held at the lower of cost or fair value		18,470		16,970
Goodwill		2,312		2,312
Core deposit intangible, net		3,542		4,060
Other assets		19,933		12,195
TOTAL ASSETS	$	2,652,138	$	2,286,391
LIABILITIES
Deposits:
Noninterest-bearing accounts	$	581,612	$	580,749
Interest-bearing accounts		1,501,726		1,334,995
Total deposits		2,083,338		1,915,744
Borrowings		260,828		42,528
Subordinated notes:
Principal amount		50,000		50,000
Unamortized debt issuance costs		(556)		(606)
Total subordinated notes less unamortized debt issuance costs		49,444		49,394
Operating lease liabilities		6,836		4,792
Deferred tax liability, net		—		1,183
Other liabilities		31,145		25,243
Total liabilities		2,431,591		2,038,884
COMMITMENTS AND CONTINGENCIES (NOTE 9)
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; 7,704,373 and 8,169,887 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively		77		82
Additional paid-in capital		53,769		67,958
Retained earnings		195,986		179,215
Accumulated other comprehensive (loss) income, net of tax		(29,285)		252
Total stockholders’ equity		220,547		247,507
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,652,138	$	2,286,391

See accompanying notes to these consolidated financial statements.

3

FS BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

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

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
INTEREST INCOME
Loans receivable, including fees	$	29,563	$	23,520	$	77,885	$	67,538
Interest and dividends on investment securities, cash and cash equivalents, and certificates of deposit at other financial institutions		1,741		1,487		4,990		4,050
Total interest and dividend income		31,304		25,007		82,875		71,588
INTEREST EXPENSE
Deposits		2,596		1,629		5,438		5,481
Borrowings		696		227		1,003		895
Subordinated notes		485		496		1,456		1,237
Total interest expense		3,777		2,352		7,897		7,613
NET INTEREST INCOME		27,527		22,655		74,978		63,975
PROVISION FOR CREDIT LOSSES		1,718		—		4,632		1,500
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES		25,809		22,655		70,346		62,475
NONINTEREST INCOME
Service charges and fee income		1,511		1,073		4,286		3,026
Gain on sale of loans		1,402		6,885		7,325		24,962
Earnings on cash surrender value of BOLI		221		218		654		647
Other noninterest income		1,047		222		2,147		983
Total noninterest income		4,181		8,398		14,412		29,618
NONINTEREST EXPENSE
Salaries and benefits		11,402		12,790		35,110		36,331
Operations		2,812		2,628		7,656		7,760
Occupancy		1,344		1,227		3,825		3,592
Data processing		1,548		1,309		4,363		3,819
Loss on sale of OREO		—		—		—		9
Loan costs		746		842		2,020		2,013
Professional and board fees		631		757		2,387		2,365
Federal Deposit Insurance Corporation (“FDIC”) insurance		462		120		804		491
Marketing and advertising		220		177		652		429
Amortization of core deposit intangible		173		177		518		531
Impairment (recovery) of servicing rights		—		(11)		(1)		(2,057)
Total noninterest expense		19,338		20,016		57,334		55,283
INCOME BEFORE PROVISION FOR INCOME TAXES		10,652		11,037		27,424		36,810
PROVISION FOR INCOME TAXES		2,194		2,706		5,397		8,047
NET INCOME	$	8,458	$	8,331	$	22,027	$	28,763
Basic earnings per share	$	1.09	$	1.01	$	2.77	$	3.43
Diluted earnings per share	$	1.08	$	0.98	$	2.73	$	3.31

See accompanying notes to these consolidated financial statements.

4

FS BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(In thousands) (Unaudited)

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Net income	$	8,458	$	8,331	$	22,027	$	28,763
Other comprehensive loss:
Securities available-for-sale:
Unrealized loss during period		(14,567)		(1,653)		(47,046)		(4,162)
Income tax benefit related to unrealized holding loss		3,131		356		10,115		896
Derivative financial instruments:
Unrealized derivative gain (loss) during period		5,107		(57)		9,651		814
Income tax (provision) benefit related to unrealized derivative gain		(1,098)		12		(2,075)		(175)
Reclassification adjustment for realized (gain) loss, net included in net income		(278)		135		(232)		373
Income tax provision (benefit) related to reclassification, net		60		(29)		50		(81)
Other comprehensive loss, net of tax		(7,645)		(1,236)		(29,537)		(2,335)
COMPREHENSIVE INCOME (LOSS) INCOME	$	813	$	7,095	$	(7,510)	$	26,428

See accompanying notes to these consolidated financial statements.

5

FS BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

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

Three Months Ended September 30, 2021 and 2022

								Accumulated
								Other
				Additional				Comprehensive		Unearned		Total
	Common Stock			Paid-in		Retained		Income (Loss),		ESOP		Stockholders’
	Shares	Amount		Capital		Earnings		Net of Tax		Shares		Equity
BALANCE, July 1, 2021	8,333,566	$	83	$	75,797	$	164,606	$	1,434	$	(160)	$	241,760
Net income	—	$	—		—		8,331		—		—	$	8,331
Dividends paid ($0.14 per share)	—	$	—		—		(1,151)		—		—	$	(1,151)
Share-based compensation	—	$	—		402		—		—		—	$	402
Restricted stock awards	41,350	$	—		—		—		—		—	$	—
Common stock repurchased - repurchase plan	(264,805)	$	(2)		(6,825)		—		—		—	$	(6,827)
Common stock repurchased for employee/director taxes paid on restricted stock awards	(5,970)	$	—		(212)		—		—		—	$	(212)
Stock options exercised, net	103,904	$	1		(1,054)		—		—		—	$	(1,053)
Other comprehensive loss, net of tax	—	$	—		—		—		(1,236)		—	$	(1,236)
ESOP shares allocated	—	$	—		373		—		—		66	$	439
BALANCE, September 30, 2021	8,208,045	$	82	$	68,481	$	171,786	$	198	$	(94)	$	240,453
BALANCE, July 1, 2022	7,726,232	$	77	$	55,129	$	189,075	$	(21,640)	$	—	$	222,641
Net income	—	$	—		—		8,458		—		—	$	8,458
Dividends paid ($0.20 per share)	—	$	—		—		(1,547)		—		—	$	(1,547)
Share-based compensation	—	$	—		500		—		—		—	$	500
Issuance of common stock- employee stock purchase plan	7,068	$	—		211		—		—		—	$	211
Restricted stock awards	35,050	$	—		—		—		—		—	$	—
Common stock repurchased - repurchase plan	(67,923)	$	—		(1,732)		—		—		—	$	(1,732)
Common stock repurchased for employee/director taxes paid on restricted stock awards	(6,150)	$	—		(190)		—		—		—	$	(190)
Stock options exercised, net	10,096	$	—		(149)		—		—		—	$	(149)
Other comprehensive loss, net of tax	—	$	—		—		—		(7,645)		—	$	(7,645)
BALANCE, September 30, 2022	7,704,373	$	77	$	53,769	$	195,986	$	(29,285)	$	—	$	220,547

See accompanying notes to these consolidated financial statements.

6

Nine Months Ended September 30, 2021 and 2022

								Accumulated
								Other
				Additional				Comprehensive		Unearned		Total
	Common Stock			Paid-in		Retained		Income (Loss),		ESOP		Stockholders’
	Shares	Amount		Capital		Earnings		Net of Tax		Shares		Equity
BALANCE, January 1, 2021	8,475,912	$	85	$	81,275	$	146,405	$	2,533	$	(291)	$	230,007
Net income	—	$	—		—		28,763		—		—	$	28,763
Dividends paid ($0.41 per share)	—	$	—		—		(3,382)		—		—	$	(3,382)
Share-based compensation	—	$	—		995		—		—		—	$	995
Restricted stock awards	41,350	$	—		—		—		—		—	$	—
Common stock repurchased - repurchase plan	(480,225)	$	(4)		(12,638)		—		—		—	$	(12,642)
Common stock repurchased for employee/director taxes paid on restricted stock awards	(5,970)	$	—		(212)		—		—		—	$	(212)
Stock options exercised, net	176,978	$	1		(2,077)		—		—		—	$	(2,076)
Other comprehensive loss, net of tax	—	$	—		—		—		(2,335)		—	$	(2,335)
ESOP shares allocated	—	$	—		1,138		—		—		197	$	1,335
BALANCE, September 30, 2021	8,208,045	$	82	$	68,481	$	171,786	$	198	$	(94)	$	240,453
BALANCE, January 1, 2022	8,169,887	$	82	$	67,958	$	179,215	$	252	$	—	$	247,507
Net income	—	$	—		—		22,027		—		—	$	22,027
Dividends paid ($0.70 per share)	—	$	—		—		(5,553)		—		—	$	(5,553)
Share-based compensation	—	$	—		1,432		—		—		—	$	1,432
Issuance of common stock- employee stock purchase plan	7,068	$	—		211		—		—		—	$	211
Restricted stock awards	35,050	$	—		—		—		—		—	$	—
New credit standard (Topic 326) - impact in year of adoption	—	$	—		—		297		—		—	$	297
Common stock repurchased - repurchase plan	(544,530)	$	(5)		(15,623)		—		—		—	$	(15,628)
Common stock repurchased for employee/director taxes paid on restricted stock awards	(6,150)	$	—		(190)		—		—		—	$	(190)
Stock options exercised, net	43,048	$	—		(19)		—		—		—	$	(19)
Other comprehensive loss, net of tax	—	$	—		—		—		(29,537)		—	$	(29,537)
BALANCE, September 30, 2022	7,704,373	$	77	$	53,769	$	195,986	$	(29,285)	$	—	$	220,547

See accompanying notes to these consolidated financial statements.

7

FS BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands) (Unaudited)

	Nine Months Ended September 30,
CASH FLOWS FROM OPERATING ACTIVITIES	2022		2021
Net income	$	22,027	$	28,763
Adjustments to reconcile net income to net cash from operating activities
Provision for credit losses		4,632		1,500
Depreciation, amortization and accretion		10,464		11,674
Compensation expense related to stock options and restricted stock awards		1,432		995
ESOP compensation expense for allocated shares		—		1,335
Change in cash surrender value of BOLI		(654)		(647)
Gain on sale of loans held for sale		(6,729)		(24,856)
Gain on sale of portfolio loans		(596)		(106)
Origination of loans held for sale		(498,975)		(1,048,120)
Proceeds from sale of loans held for sale		630,396		1,133,395
Recovery of servicing rights		(1)		(2,057)
Loss on sale of OREO		—		9
Changes in operating assets and liabilities
Accrued interest receivable		(2,813)		(767)
Other assets		3,527		(2,590)
Other liabilities		1,236		997
Net cash from operating activities		163,946		99,525
CASH FLOWS USED BY INVESTING ACTIVITIES
Activity in securities available-for-sale:
Maturities, prepayments, and calls		17,829		20,923
Purchases		(22,968)		(117,152)
Activity in securities held-to-maturity:
Purchases		(1,000)		—
Maturities of certificates of deposit at other financial institutions		5,582		496
Portfolio loan originations and principal collections, net		(420,094)		(156,603)
Proceeds from sale of portfolio loans		39,034		2,699
Purchase of portfolio loans		(5,344)		(1,070)
Proceeds from sale of OREO, net		—		81
Purchase of premises and equipment		(695)		(1,921)
Proceeds from bank owned life insurance death benefits		1,168		—
Change in FHLB stock, net		(8,813)		2,568
Net cash used by investing activities		(395,301)		(249,979)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits		167,540		189,470
Proceeds from borrowings		1,155,007		8,000
Repayments of borrowings		(936,707)		(131,281)
Dividends paid on common stock		(5,553)		(3,382)
Net proceeds from issuance of subordinated notes		—		49,333
Repayment of subordinated notes		—		(10,000)
Proceeds (disbursements) from stock options exercised, net		(19)		(2,076)
Restricted stock awards, net of taxes paid		(190)		(212)
Issuance of common stock - employee stock purchase plan		211		—
Common stock repurchased		(15,628)		(12,642)
Net cash from financing activities		364,661		87,210
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		133,306		(63,244)

8

FS BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(In thousands) (Unaudited)

CASH AND CASH EQUIVALENTS, beginning of period		26,491		91,576
CASH AND CASH EQUIVALENTS, end of period	$	159,797	$	28,332
SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest on deposits and borrowings	$	5,538	$	6,540
Income taxes		2,897		7,824
SUPPLEMENTARY DISCLOSURES OF NONCASH OPERATING, INVESTING AND FINANCING ACTIVITIES
Change in unrealized loss on available-for-sale investment securities	$	(47,046)	$	(4,162)
Change in unrealized gain on fair value and cash flow hedges		9,405		1,187
Change in unrealized loss on portfolio loans measured under the fair value option		(1,780)		(55)
Retention in gross mortgage servicing rights from loan sales		4,935		7,567
OREO received in settlement of loans		145		—
Right-of-use assets in exchange for lease liabilities		3,049		979

See accompanying notes to these consolidated financial statements

9

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

Nature of Operations - FS Bancorp, Inc. (the “Company”) was incorporated in September 2011 as the holding company for 1st Security Bank of Washington (the “Bank” or “1st Security Bank”) in connection with the Bank’s conversion from the mutual to stock form of ownership which was completed on July 9, 2012. The Bank is a community-based savings bank with 21 full-service bank branches, a headquarters that also originates loans and accepts deposits, and loan production offices in suburban communities in the greater Puget Sound area, the Tri-Cities, and our newest loan production office in Vancouver, Washington. The Bank provides loan and deposit services to customers who are predominantly small- and middle-market businesses and individuals. The Company and its subsidiary are subject to regulation by certain federal and state agencies and undergo periodic examination by these regulatory agencies.

Financial Statement Presentation - The accompanying unaudited interim 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 financial statements and footnotes required by U.S. GAAP for complete financial statements for the year ended December 31, 2021, as filed with the SEC on March 16, 2022. 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 nine months ended September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022, 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 credit losses, fair value of financial instruments, the valuation of servicing rights, deferred income taxes, and if needed, a deferred tax asset valuation allowance.

Amounts presented in the consolidated financial statements and footnote tables are rounded and presented to the nearest thousands of dollars except per share amounts. If the amounts are above $1.0 million, they are rounded one decimal point, and if they are above $1.0 billion, they are rounded two decimal points.

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

Segment Reporting - The Company operates in two business segments through the Bank: commercial and consumer banking and home lending. The Company’s business segments are determined based on the products and services provided, as well as the nature of the related business activities, and they reflect the manner in which financial information is regularly reviewed for the purpose of allocating resources and evaluating performance of the Company’s businesses. The results for these business segments are based on management’s accounting process, which assigns income statement items and assets to each responsible operating segment. This process is dynamic and is based on management’s view of the Company’s operations. See “Note 15 - Business Segments.”

Subsequent Events - On November 5, 2022, 1st Security Bank of Washington, a wholly owned subsidiary of FS Bancorp, Inc. entered into a purchase and assumption agreement to acquire seven Columbia State Bank branches in Lincoln, Malheur, Tillamook counties in Oregon and Klickitat County, Washington. The branches are being divested by Columbia State Bank in connection with its merger of its parent corporation, Columbia Banking Systems, Inc. with Umpqua Holdings Corporation. These branches have approximately $510 million in deposits and $76 million in associated loans. The transaction, which is expected to be completed in the first quarter of 2023, is subject to regulatory approval and other customary closing conditions and adjustments.

10

Error Corrections -  The Company has evaluated error corrections in earnings per share and deposits as follows:

Earnings Per Share

Prior presentations of earnings per share were revised due to the improper inclusion of certain unvested shares in the denominator of basic and diluted earnings per share. As a result of the inclusion, earnings per share was understated for the three and nine months ended September 30, 2021. Basic earnings per share for those periods was updated to $1.01 and $3.43, respectively, from $0.99 and $3.38, as previously reported. Diluted earnings per share was updated to $0.98 and $3.31, respectively, from $0.97 and $3.30 as previously reported.

Management evaluated the materiality of this error from qualitative and quantitative perspectives and concluded that the error was immaterial to the prior period financial statements taken as a whole. Consequently, the financial statements for the prior periods include the impact of the correction of the error, and prior period financial statements have not been restated. The error correction did not affect total assets, net income, or cash flows for the periods.

Deposits

Prior presentation of interest-bearing checking balances was revised due to the misclassification of certain checking products in previous periods.  As a result of the misclassification, an interest-bearing checking balance of $121.2 million at December 31, 2021, was reclassified to noninterest-bearing checking for comparative purposes.  

Management evaluated the materiality of this error from qualitative and quantitative perspectives and concluded that the error was immaterial to the prior period financial statements taken as a whole. Consequently, the financial statements for the prior periods include the impact of the correction of the error, and prior period financial statements have not been restated. The error correction did not affect total assets, net income, or cash flows for the periods.

RECENT ACCOUNTING PRONOUNCEMENTS

In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04, “Reference Rate Reform” (“Topic 848”). This ASU provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The amendments in this ASU apply to modifications to agreements (e.g., loans, debt securities, derivatives, borrowings) that replace a reference rate affected by reference rate reform (including rates referenced in fallback provisions) and contemporaneous modifications of other contract terms related to the replacement of the reference rate (including contract modifications to add or change fallback provisions). The following optional expedients for applying the requirements of certain Topics or Industry Subtopics in the Codification are permitted for contracts that are modified because of reference rate reform and that meet certain scope guidance: 1) Modifications of contracts within the scope of Topics 310, Receivables, and 470, Debt, should be accounted for by prospectively adjusting the effective interest rate; 2) Modifications of contracts within the scope of Topics 840, Leases, and 842, Leases, should be accounted for as a continuation of the existing contracts with no reassessments of the lease classification and the discount rate (for example, the incremental borrowing rate) or remeasurements of lease payments that otherwise would be required under those Topics for modifications not accounted for as separate contracts; and 3) Modifications of contracts do not require an entity to reassess its original conclusion about whether that contract contains an embedded derivative that is clearly and closely related to the economic characteristics and risks of the host contract under Subtopic 815-15, Derivatives and Hedging - Embedded Derivatives. In January 2021, ASU 2021-01 updated amendments in the new ASU to clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of reference rate reform. Amendments in this ASU  and the expedients and exceptions in Topic 848 capture the incremental consequences of the scope clarification and tailor the existing guidance to derivative instruments affected by the discounting transition. An entity may elect to apply the amendments in this ASU on a full retrospective basis as of any date from the effective dates.  The amendments in this ASU have differing effective dates, beginning with an interim period including and subsequent to March 12, 2020 through December 31, 2022. The Company does not expect the adoption of ASU 2020-04 to have a material impact on its consolidated financial statements.

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In March 2022, the FASB issued ASU No. 2022-01, Derivatives and Hedging (Topic 815): Fair Value Hedging - Portfolio Layer Method.  The purpose of this ASU is to further align risk management objectives with hedge accounting results on the application of the last-of-layer method, which was first introduced in ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities.  ASU 2022-1 is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years.  For entities who have already adopted ASU 2017-12, like the Company, immediate adoption is allowed.  ASU 2022-01 requires a modified retrospective transition method for basis adjustments in which the entity will recognize the cumulative effect of the change on the opening balance of each affected component of equity in the statement of financial position as of the date of adoption.  The Company adopted this ASU on April 1, 2022, on a prospective basis; therefore, there was no impact to the consolidated financial statements.

In March 2022, the FASB issued ASU No. 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. This ASU eliminates the accounting guidance for troubled debt restructurings (“TDRs”) for creditors, requires new disclosures for creditors for certain loan refinancings and restructurings when a borrower is experiencing financial difficulty, and requires public business entities to include current-period gross write-offs in the vintage disclosure tables. The amendments in this ASU are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Since the Company previously adopted the amendments in ASU 2016-13, which is commonly referred to as the current expected credit loss methodology, on January 1, 2022, this ASU can be adopted early.  The Company is currently evaluating the impact of the adoption of ASU 2022-02.

Application of New Accounting Guidance Adopted in 2022

On January 1, 2022, the Company adopted ASU 2016-13 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the incurred loss methodology that delays recognition until it is probable a loss has been incurred with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar instruments) and net investments in leases recognized by a lessor in accordance with Topic 842 on leases. Additionally, Accounting Standards Codification (“ASC”) 326 made changes to the accounting for available-for-sale debt securities. One such change is to require credit losses to be presented as an allowance rather than as a write-down on available-for-sale debt securities management does not intend to sell or believes that is more likely than not they will be required to sell.

The Company adopted ASC 326 using the modified retrospective method for all financial assets measured at amortized cost and off-balance-sheet credit exposures. Results for reporting periods beginning after January 1, 2022 are presented under ASC 326. The adoption resulted in a decrease of $2.9 million to our allowance for credit losses on loans (“ACLL”), an increase of $2.4 million to our allowance for unfunded commitments and letters of credit, an increase of $72,000 to our allowance for held-to-maturity securities, and a net-of-tax cumulative-effect adjustment of $297,000 to increase the beginning balance of retained earnings.

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The Company finalized the adoption as of January 1, 2022 as detailed in the following table:

	January 1, 2022 As Reported		January 1, 2022 Pre-Topic 326		Impact of Topic 326
Assets	Under Topic 326		Adoption		Adoption
Allowance for credit losses on debt securities held-to-maturity	$	72	$	—	$	72
Loans
Commercial	$	1,728	$	5,667	$	(3,939)
Construction and development		2,328		4,448		(2,120)
Home equity		455		279		176
One-to-four-family		3,656		1,424		2,232
Multi-family		1,397		2,980		(1,583)
Indirect home improvement		9,394		3,540		5,854
Marine		900		702		198
Other consumer		64		38		26
Commercial and industrial		2,727		5,953		(3,226)
Warehouse lending		127		583		(456)
Unallocated		—		21		(21)
Allowance for credit losses on loans	$	22,776	$	25,635	$	(2,859)
Liabilities
Allowance for credit losses on unfunded loan commitments	$	2,908	$	499	$	2,409
Total					$	(378)

The adoption of CECL resulted in an increase of retained earnings of $297,000, net of tax.

Allowance for Credit Losses on Held-to-Maturity Securities

Management measures expected credit losses on held-to-maturity securities by individual security. Accrued interest receivable on held-to-maturity debt securities totaling $119,000 at September 30, 2022, was excluded from the estimate of credit losses used to calculate the allowance for credit losses (“ACL”). The estimate of expected credit losses considers credit ratings and historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts.

The held-to-maturity portfolio consists entirely of corporate securities. Securities are generally rated BBB- or higher. Securities are analyzed individually to establish a CECL reserve.

Allowance for Credit Losses on Available-for-Sale Securities

For available-for-sale securities in an unrealized loss position, management first assesses whether it intends to sell, or is more likely than not to be required to sell, the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For debt securities available-for-sale that do not meet the aforementioned criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an ACL is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an ACL is recognized in other comprehensive income (“OCI”).

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Changes in the ACL are recorded as a provision for (or reversal of) credit loss expense. Losses are charged against the allowance when management believes the uncollectibility of an available-for-sale security is confirmed or when either of the criteria regarding intent or requirement to sell is met. Accrued interest receivable on available-for-sale debt securities totaling $1.8 million at September 30, 2022, was excluded in the estimate of credit losses used to calculate the ACL.

Allowance for Credit Losses on Loans

The ACLL is a valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes the uncollectibility of a loan balance is confirmed and recoveries are credited to the allowance when received. The Company may also account for expected recoveries should information of an anticipated recovery become available. In the case of actual or expected recoveries, amounts may not exceed the aggregate of amounts previously charged off.

Management utilizes relevant available information, from internal and external sources, relating to past events, current conditions, historical loss experience, and reasonable and supportable forecasts. The lookback period in the analysis includes historical data from 2009 to present. Adjustments to historical loss information are made when management determines historical data is not likely reflective of the current portfolio such as limited data sets or lack of default or loss history. Management may selectively apply external market data to subjectively adjust the Company’s own loss history including index or peer data. Accrued interest receivable totaling $8.3 million at September 30, 2022, was excluded from the estimate of credit losses for loans used to calculate the ACLL.

Collective Assessment

The ACLL is measured on a collective cohort basis when similar risk characteristics exist. Generally, collectively assessed loans are grouped by call report code and then risk-grade grouping. Risk grade is grouped within each call report code by pass, watch, special mention, substandard, and doubtful. Other loan types are separated into their own cohorts due to specific risk characteristics for that pool of loans.  

The Company has elected a nondiscounted cash flow methodology with probability of default (“PD”) and loss given default (“LGD”) for all call report code cohorts (“cohorts”), with the exception of the indirect and marine portfolios which are evaluated under a vintage methodology. Guaranteed portions of loans are measured with zero risk due to cash collateral and full guaranty.

The PD calculation looks at the historical loan portfolio at particular points in time (each month during the lookback period) to determine the probability that loans in a certain cohort will default over the next 12-month period. A default is defined as a loan that has moved to past due 90 days and greater, nonaccrual status, or experienced a charge-off during the period. In cohorts where the Company’s historical data are insufficient due to a minimal amount of default activity or zero defaults, management uses index PDs comprised of rates derived from the PD experience of other community banks in place of the Company’s historical PDs. Additionally, management reviews all other cohorts to determine if index PDs should be used outside of these criteria.  

The LGD calculation looks at actual losses (net charge-offs) experienced over the entire lookback period for each cohort of loans. The aggregate loss amount is divided by the exposure at default to determine an LGD rate. All defaults (non-accrual, charge-off, or greater than 90 days past due) occurring during the lookback period are included in the denominator, whether a loss occurred or not and exposure at default is determined by the loan balance immediately preceding the default event (i.e. nonaccrual or charge-off). Due to very limited charge-off history, management uses index LGDs comprised of rates derived from the LGD experience of other community banks in place of the Company’s historical LGDs.

The Company utilizes reasonable and supportable forecasts of future economic conditions when estimating the ACLL. The calculation includes a 12-month PD forecast based on the Company’s regression model comparing peer nonperforming loan ratios to the national unemployment rate and other forecast data. After the forecast period, PD rates revert on a straight-line basis back to long-term historical average rates over a 12-month period.

The Company recognizes that all significant factors that affect the collectability of the loan portfolio must be considered to determine the estimated credit losses as of the evaluation date. Furthermore, the methodology, in and of itself and even when selectively adjusted by comparison to market and peer data, does not provide a sufficient basis to determine the estimated credit losses. The Company adjusts the modeled historical losses by a Qualitative and Environmental adjustment to incorporate all significant risks to form a sufficient basis to estimate the credit losses.

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Individual Assessment

Loans classified as nonaccrual, TDR, or reasonably expected TDR will be reviewed quarterly for potential individual assessment. Any loan that is being considered for modification and expected to result in a TDR is identified as a reasonably expected TDR.  Any loan classified as a nonaccrual or TDR that is not determined to need individual assessment will be evaluated collectively within its respective cohort. All reasonably expected TDR loans will be evaluated individually to account for expected modifications in loan terms.  

Where the primary and/or expected source of repayment of a specific loan is believed to be the future liquidation of available collateral, impairment will generally be measured based upon expected future collateral proceeds, net of disposition expenses including sales commissions as well as other costs potentially necessary to sell the asset(s) (i.e. past due taxes, liens, etc.). Estimates of future collateral proceeds will be based upon available appraisals, reference to recent valuations of comparable properties, use of consultants or other professionals with relevant market and/or property-specific knowledge, and any other sources of information believed appropriate by management under the specific circumstances. When appraisals are ordered to support the impairment analysis of an impaired loan, the appraisal is reviewed by the Company’s internal appraisal reviewer.

Where the primary and/or expected source of repayment of a specific loan is believed to be the receipt of principal and interest payments from the borrower and/or the refinancing of the loan by another creditor, impairment will generally be measured based upon the present value of expected proceeds discounted at the contractual interest rate. Expected refinancing proceeds may be estimated from review of term sheets actually received by the borrower from other creditors and/or from the Company’s knowledge of terms generally available from other banks.

Determining the Contractual Term

Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals and modifications unless either of the following applies: management has a reasonable expectation at the reporting date that a TDR will be executed with an individual borrower or the extension or renewal options are included in the original or modified contract at the reporting date and are not unconditionally cancellable by the Company. Prepayment assumptions will be determined by analysis of historical behavior by loan cohort.

Troubled Debt Restructurings

A loan for which the terms have been modified resulting in a concession, and for which the borrower is experiencing financial difficulties, is considered to be a TDR. Reasonably expected TDRs are assessed in the CECL calculation utilizing their expected modified terms. The ACL on a TDR is measured using the same method as all other loans held for investment, except that the original interest rate is used to discount the expected cash flows when a rate modification has occurred.

Allowance for Credit Losses on Unfunded Commitments

The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit unless that obligation is unconditionally cancellable by the Company. The ACL on unfunded commitments is adjusted through a provision for credit loss expense. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life. The estimate utilizes the same factors and assumptions as the ACLL and is applied at the same collective cohort level.

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NOTE 2 - INVESTMENTS

The following tables present the amortized costs, unrealized gains, unrealized losses, estimated fair values of securities available-for-sale and held-to-maturity, and ACL at September 30, 2022 and December 31, 2021:

	September 30, 2022
							Estimated		Allowance
	Amortized		Unrealized		Unrealized		Fair		for Credit
SECURITIES AVAILABLE-FOR-SALE	Cost		Gains		Losses		Values		Losses
U.S. agency securities	$	21,153	$	80	$	(3,096)	$	18,137	$	—
Corporate securities		9,497		28		(909)		8,616		—
Municipal bonds		145,918		2		(29,276)		116,644		—
Mortgage-backed securities		84,192		—		(13,115)		71,077		—
U.S. Small Business Administration securities		14,920		6		(1,458)		13,468		—
Total securities available-for-sale		275,680		116		(47,854)		227,942		—
SECURITIES HELD-TO-MATURITY
Corporate securities		8,500		—		(550)		7,950		(31)
Total securities held-to-maturity		8,500		—		(550)		7,950		(31)
										—
Total securities	$	284,180	$	116	$	(48,404)	$	235,892	$	(31)

	December 31, 2021
							Estimated
	Amortized		Unrealized		Unrealized		Fair
SECURITIES AVAILABLE-FOR-SALE	Cost		Gains		Losses		Values
U.S. agency securities	$	21,155	$	133	$	(318)	$	20,970
Corporate securities		9,495		31		(524)		9,002
Municipal bonds		136,377		1,577		(2,521)		135,433
Mortgage-backed securities		88,641		1,457		(696)		89,402
U.S. Small Business Administration securities		16,383		235		(66)		16,552
Total securities available-for-sale		272,051		3,433		(4,125)		271,359
SECURITIES HELD-TO-MATURITY
Corporate securities		7,500		628		—		8,128
Total securities held-to-maturity		7,500		628		—		8,128
Total securities	$	279,551	$	4,061	$	(4,125)	$	279,487

The following table presents the activity in the allowance for credit losses on securities held-to-maturity by major security type for the three and nine months ended September 30, 2022:

SECURITIES HELD-TO-MATURITY	For the Three Months Ended		For the Nine Months Ended
Corporate Securities	September 30, 2022		September 30, 2022
Beginning allowance balance	$	31	$	—
Impact of adopting ASU 2016-13		—		72
Recapture of provision for credit losses		—		(41)
Securities charged-off		—		—
Recoveries		—		—
Total ending allowance balance	$	31	$	31

Management measures expected credit losses on held-to-maturity debt securities on an individual basis. The estimate of expected credit losses considers historical credit loss information that is adjusted for current conditions and reasonable and

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supportable forecasts. Accrued interest receivable on held-to-maturity debt securities totaled $119,000 and $113,000 as of September 30, 2022 and December 31, 2021, respectively and was $1.8 million and $1.1 million on available-for-sale debt securities as of September 30, 2022 and December 31, 2021, respectively.  Accrued interest receivable on securities was excluded from the estimate of credit losses used to calculate the ACL.

The Bank monitors the credit quality of debt securities held-to-maturity quarterly through the use of credit rating, material event notices, and changes in market value. The following table summarizes the amortized cost of debt securities held-to-maturity at September 30, 2022 and December 31, 2021, aggregated by credit quality indicator:

Corporate securities	September 30, 2022		December 31, 2021
BBB/BBB-	$	8,500	$	7,500

At September 30, 2022, there were no debt securities held-to-maturity that were classified as either nonaccrual or 90 days or more past due and still accruing interest.

At September 30, 2022, the Bank pledged seven securities held at the FHLB of Des Moines with a carrying value of $6.0 million to secure Washington State public deposits of $17.6 million with a $7.1 million collateral requirement by the Washington Public Deposit Protection Commission.  The deficiency in collateral posted was subsequently corrected with additional securities pledged to exceed requirement.

Investment securities that were in an unrealized loss position at September 30, 2022 and December 31, 2021 are presented in the following tables, based on the length of time individual securities have been in an unrealized loss position.

	September 30, 2022
	Less than 12 Months				12 Months or Longer				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
SECURITIES AVAILABLE-FOR-SALE	Value		Losses		Value		Losses		Value		Losses
U.S. agency securities	$	7,071	$	(1,184)	$	8,986	$	(1,912)	$	16,057	$	(3,096)
Corporate securities		3,476		(21)		4,112		(888)		7,588		(909)
Municipal bonds		66,406		(14,563)		50,133		(14,713)		116,539		(29,276)
Mortgage-backed securities		47,724		(7,286)		23,353		(5,829)		71,077		(13,115)
U.S. Small Business Administration securities		8,672		(963)		1,577		(495)		10,249		(1,458)
Total securities available-for-sale	$	133,349	$	(24,017)	$	88,161	$	(23,837)	$	221,510	$	(47,854)
SECURITIES HELD-TO-MATURITY
Corporate securities		7,950		(550)		—		—		7,950		(550)
Total securities held-to-maturity		7,950		(550)		—		—		7,950		(550)
Total	$	141,299	$	(24,567)	$	88,161	$	(23,837)	$	229,460	$	(48,404)

	December 31, 2021
	Less than 12 Months				12 Months or Longer				Total
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
SECURITIES AVAILABLE-FOR-SALE	Value		Losses		Value		Losses		Value		Losses
U.S. agency securities	$	13,125	$	(105)	$	3,752	$	(213)	$	16,877	$	(318)
Corporate securities		—		—		5,476		(524)		5,476		(524)
Municipal bonds		72,098		(1,961)		14,116		(560)		86,214		(2,521)
Mortgage-backed securities		33,291		(620)		3,825		(76)		37,116		(696)
U.S. Small Business Administration securities		2,988		(66)		—		—		2,988		(66)
Total securities available-for-sale	$	121,502	$	(2,752)	$	27,169	$	(1,373)	$	148,671	$	(4,125)

There were seven held-to-maturity debt securities with unrealized losses less than one year and none with unrealized losses of more than one year at September 30, 2022.  There were no held-to-maturity debt securities in an unrealized loss position as of December 31, 2021.

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There were 130 available-for-sale securities with unrealized losses of less than one year, and 67 available-for-sale securities with an unrealized loss of more than one year at September 30, 2022. There were 75 available-for-sale securities with unrealized losses of less than one year, and 17 available-for-sale securities with an unrealized loss of more than one year at December 31, 2021. The unrealized losses associated with these securities are believed to be caused by changing market conditions that are considered to be temporary and the Company does not intend to sell the securities, and it is not likely to be required to sell these securities prior to maturity.  Management monitors the published credit ratings of the issuers of the debt securities for material ratings or outlook changes.  Substantially, all of the Company’s municipal bond portfolio is comprised of obligations of states and political subdivisions located within the Company’s geographic footprint that are monitored through quarterly or annual financial review.  

All of the available-for-sale mortgage-backed securities and U.S. Small Business Administration securities in an unrealized loss position are issued or guaranteed by government-sponsored enterprises, and the available-for-sale corporate securities are all investment grade and monitored for rating or outlook changes. Based on the Company’s evaluation of these securities, no credit impairment was recorded for the nine months ended September 30, 2022, or for the year ended December 31, 2021.

The contractual maturities of securities available-for-sale and held-to-maturity at September 30, 2022 and December 31, 2021 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.

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	September 30, 2022				December 31, 2021
SECURITIES AVAILABLE-FOR-SALE	Amortized		Fair		Amortized		Fair
U.S. agency securities	Cost		Value		Cost		Value
Due after one year through five years	$	945	$	919	$	959	$	1,004
Due after five years through ten years		15,898		13,725		6,920		6,850
Due after ten years		4,310		3,493		13,276		13,116
Subtotal		21,153		18,137		21,155		20,970
Corporate securities
Due within one year		1,000		997		—		—
Due after one year through five years		2,497		2,515		3,495		3,526
Due after five years through ten years		4,000		3,809		4,000		3,627
Due after ten years		2,000		1,295		2,000		1,849
Subtotal		9,497		8,616		9,495		9,002
Municipal bonds
Due within one year		2,660		2,638		—		—
Due after one year through five years		1,045		1,023		3,724		3,850
Due after five years through ten years		7,635		6,899		6,857		7,035
Due after ten years		134,578		106,084		125,796		124,548
Subtotal		145,918		116,644		136,377		135,433
Mortgage-backed securities
Federal National Mortgage Association (“FNMA”)		70,061		58,404		75,171		75,737
Federal Home Loan Mortgage Corporation (“FHLMC”)		9,346		8,382		9,606		9,768
Government National Mortgage Association (“GNMA”)		4,785		4,291		3,864		3,897
Subtotal		84,192		71,077		88,641		89,402
U.S. Small Business Administration securities
Due after one year through five years		2,582		2,409		2,485		2,507
Due after five years through ten years		4,563		4,276		4,420		4,515
Due after ten years		7,775		6,783		9,478		9,530
Subtotal		14,920		13,468		16,383		16,552
Total securities available-for-sale		275,680		227,942		272,051		271,359
SECURITIES HELD-TO-MATURITY
Corporate securities
Due after five years through ten years		8,500		7,950		7,500		8,128
Total securities held-to-maturity		8,500		7,950		7,500		8,128
Total securities	$	284,180	$	235,892	$	279,551	$	279,487

There were no sales proceeds, gains or losses from the sale of securities available-for-sale for both the three and nine months ended September 30, 2022 and 2021.

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NOTE 3 - LOANS RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES - LOANS

The composition of the loan portfolio was as follows at the dates indicated:

	September 30,		December 31,
REAL ESTATE LOANS	2022		2021
Commercial	$	310,923	$	264,429
Construction and development		335,177		240,553
Home equity		53,681		41,017
One-to-four-family (excludes loans held for sale)		429,196		366,146
Multi-family		223,712		178,158
Total real estate loans		1,352,689		1,090,303
CONSUMER LOANS
Indirect home improvement		447,462		336,285
Marine		68,106		82,778
Other consumer		2,987		2,980
Total consumer loans		518,555		422,043
COMMERCIAL BUSINESS LOANS
Commercial and industrial (includes Paycheck Protection Program ("PPP") loans)		211,009		208,552
Warehouse lending		28,102		33,277
Total commercial business loans		239,111		241,829
Total loans receivable, gross		2,110,355		1,754,175
Allowance for credit losses on loans (1)		(26,426)		(25,635)
Total loans receivable, net	$	2,083,929	$	1,728,540

(1) Allowance for credit losses on loans in 2022 is reported using the CECL method and the allowance for loan losses in 2021 is reported using the incurred loss method.

Loan amounts are net of unearned loan fees in excess of unamortized costs and premiums of $6.8 million as of September 30, 2022 and $4.9 million as of December 31, 2021. Net loans include unamortized net discounts on acquired loans of $534,000 and $751,000 as of September 30, 2022 and December 31, 2021, respectively. Net loans does not include accrued interest receivable. Accrued interest receivable on loans was $8.3 million and $6.3 million as of September 30, 2022 and December 31, 2021, respectively.

Most of the Company’s commercial and multi-family real estate, construction, residential, and/or commercial business lending activities are with customers located in Western Washington, near our newest loan production office in Vancouver, Washington, or near our loan production office located in the Tri-Cities, Washington. The Company originates real estate, consumer, and commercial business loans and has concentrations in these areas, however, indirect home improvement loans, including solar-related home improvement loans, are originated through a network of home improvement contractors and dealers located throughout Washington, Oregon, California, Idaho, Colorado, Arizona, Minnesota,  Nevada, and recently, Texas, Utah, Massachusetts, and Montana.  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.

At September 30, 2022, the Bank held approximately $786.8 million in loans that are pledged as collateral for FHLB advances, compared to approximately $761.6 million at December 31, 2021. The Bank held approximately $524.3 million in loans that are pledged as collateral for the Federal Reserve Bank of San Francisco (“FRB”) line of credit at September 30, 2022, compared to approximately $428.7 million at December 31, 2021.  

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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 portion of the one-to-four-family construction portfolio is custom construction loans to the intended occupant of the residence.

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

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

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

Consumer Loans

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

Marine. Loans originated by the Company, secured by boats, to borrowers primarily located in the states the Company originates consumer loans.

Other Consumer. Loans originated by the Company to consumers in our retail branch footprint, including automobiles, recreational vehicles, direct home improvement loans, loans on deposits, and other consumer loans, primarily consisting of personal lines of credit and credit cards.

Commercial Business Loans

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

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

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The following tables detail activity in the allowance for credit losses on loans by loan categories at or for the three and nine months ended September 30, 2022 and in the allowance for loan losses under the incurred loss methodology for the three and nine months ended September 30, 2021:

	At or For the Three Months Ended September 30, 2022
	Real				Commercial
ALLOWANCE FOR CREDIT LOSSES ON LOANS	Estate		Consumer		Business		Unallocated		Total
Beginning balance	$	11,512	$	10,605	$	2,850	$	—	$	24,967
(Recapture) provision for credit losses on loans		(213)		1,193		1,042		—		2,022
Loans charged-off		—		(924)		—		—		(924)
Recoveries		—		361		—		—		361
Total ending allowance balance	$	11,299	$	11,235	$	3,892	$	—	$	26,426

	At or For the Three Months Ended September 30, 2021
	Real				Commercial
ALLOWANCE FOR LOAN LOSSES	Estate		Consumer		Business		Unallocated		Total
Beginning balance	$	14,308	$	7,023	$	5,674	$	229	$	27,234
Provision (recapture) for loan losses		124		(2,315)		620		1,571		—
Loans charged-off		—		(428)		—		—		(428)
Recoveries		—		119		—		—		119
Total ending allowance balance	$	14,432	$	4,399	$	6,294	$	1,800	$	26,925
Period end amount allocated to:
Loans individually evaluated for impairment	$	—	$	243	$	991	$	—	$	1,234
Loans collectively evaluated for impairment		14,432		4,156		5,303		1,800		25,691
Ending balance	$	14,432	$	4,399	$	6,294	$	1,800	$	26,925
LOANS RECEIVABLE
Loans individually evaluated for impairment	$	755	$	694	$	4,487	$	—	$	5,936
Loans collectively evaluated for impairment		1,037,492		410,400		251,140		—		1,699,032
Ending balance	$	1,038,247	$	411,094	$	255,627	$	—	$	1,704,968

	At or For the Nine Months Ended September 30, 2022
	Real				Commercial
ALLOWANCE FOR CREDIT LOSSES ON LOANS	Estate		Consumer		Business		Unallocated		Total
Beginning balance, prior to adoption of ASC 326	$	14,798	$	4,280	$	6,536	$	21	$	25,635
Impact of adopting ASC 326		(5,234)		6,078		(3,682)		(21)		(2,859)
Provision for credit losses on loans		1,735		1,720		1,038		—		4,493
Loans charged-off		—		(1,744)		—		—		(1,744)
Recoveries		—		901		—		—		901
Total ending allowance balance	$	11,299	$	11,235	$	3,892	$	—	$	26,426

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	At or For the Nine Months Ended September 30, 2021
	Real				Commercial
ALLOWANCE FOR LOAN LOSSES	Estate		Consumer		Business		Unallocated		Total
Beginning balance	$	13,846	$	6,696	$	4,939	$	691	$	26,172
Provision (recapture) for loan losses		586		(1,588)		1,393		1,109		1,500
Loans charged-off		—		(1,280)		(38)		—		(1,318)
Recoveries		—		571		—		—		571
Total ending allowance balance	$	14,432	$	4,399	$	6,294	$	1,800	$	26,925
Period end amount allocated to:
Loans individually evaluated for impairment	$	—	$	243	$	991	$	—	$	1,234
Loans collectively evaluated for impairment		14,432		4,156		5,303		1,800		25,691
Ending balance	$	14,432	$	4,399	$	6,294	$	1,800	$	26,925
LOANS RECEIVABLE
Loans individually evaluated for impairment	$	755	$	694	$	4,487	$	—	$	5,936
Loans collectively evaluated for impairment		1,037,492		410,400		251,140		—		1,699,032
Ending balance	$	1,038,247	$	411,094	$	255,627	$	—	$	1,704,968

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

Troubled Debt Restructured Loans

The Company had two TDR loans on nonaccrual totaling $3.8 million at September 30, 2022, compared to none at December 31, 2021. The two nonaccrual loans at September 30, 2022, consisted of commercial business loans. The Company had no commitments to lend additional funds on these restructured loans.

TDRs were the result of interest rate modifications and extended payment terms. The Company has not forgiven any principal on these loans.

There were no TDRs which incurred a payment default within twelve months of the restructure date during the three and nine months ended September 30, 2022 and 2021.

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The following tables provide information pertaining to the aging analysis of contractually past due loans and nonaccrual loans at September 30, 2022 and December 31, 2021:

	September 30, 2022
	30-59		60-89
	Days		Days		90 Days		Total				Total
	Past		Past		or More		Past				Loans		Non-
REAL ESTATE LOANS	Due		Due		Past Due		Due		Current		Receivable		Accrual
Commercial	$	—	$	—	$	—	$	—	$	310,923	$	310,923	$	—
Construction and development		—		—		—		—		335,177		335,177		—
Home equity		—		37		147		184		53,497		53,681		178
One-to-four-family		—		—		379		379		428,817		429,196		841
Multi-family		—		—		—		—		223,712		223,712		—
Total real estate loans		—		37		526		563		1,352,126		1,352,689		1,019
CONSUMER LOANS
Indirect home improvement		1,082		443		262		1,787		445,675		447,462		621
Marine		83		135		—		218		67,888		68,106		181
Other consumer		19		5		—		24		2,963		2,987		—
Total consumer loans		1,184		583		262		2,029		516,526		518,555		802
COMMERCIAL BUSINESS LOANS
Commercial and industrial		—		—		2,617		2,617		208,392		211,009		6,420
Warehouse lending		—		—		—		—		28,102		28,102		—
Total commercial business loans		—		—		2,617		2,617		236,494		239,111		6,420
Total loans	$	1,184	$	620	$	3,405	$	5,209	$	2,105,146	$	2,110,355	$	8,241

	December 31, 2021
	30-59		60-89
	Days		Days		90 Days		Total				Total
	Past		Past		or More		Past				Loans		Non-
REAL ESTATE LOANS	Due		Due		Past Due		Due		Current		Receivable		Accrual
Commercial	$	—	$	—	$	—	$	—	$	264,429	$	264,429	$	—
Construction and development		—		—		—		—		240,553		240,553		—
Home equity		—		—		179		179		40,838		41,017		301
One-to-four-family		593		264		480		1,337		364,809		366,146		480
Multi-family		—		—		—		—		178,158		178,158		—
Total real estate loans		593		264		659		1,516		1,088,787		1,090,303		781
CONSUMER LOANS
Indirect home improvement		1,047		280		295		1,622		334,663		336,285		554
Marine		119		—		—		119		82,659		82,778		57
Other consumer		11		2		18		31		2,949		2,980		18
Total consumer loans		1,177		282		313		1,772		420,271		422,043		629
COMMERCIAL BUSINESS LOANS
Commercial and industrial		791		—		—		791		207,761		208,552		4,419
Warehouse lending		—		—		—		—		33,277		33,277		—
Total commercial business loans		791		—		—		791		241,038		241,829		4,419
Total loans	$	2,561	$	546	$	972	$	4,079	$	1,750,096	$	1,754,175	$	5,829

There were no loans 90 days or more past due and still accruing interest at both September 30, 2022 and December 31, 2021.

Impaired Loans and the Allowance for Loan Losses -  Prior to the implementation of Financial Instruments - Credit Losses (Topic 326) on January 1, 2022, a loan was considered impaired when, based on current information and circumstances,

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the Company determines it was probable that it would be unable to collect all amounts due according to the contractual terms of the loan agreement, including scheduled interest payments.  Factors involved in determining impairment included, but were not limited to, the financial condition of the borrower, the value of the underlying collateral and the status of the economy. Impaired loans were comprised of loans on nonaccrual, TDRs that were performing under their restructured terms, and loans that were 90 days or more past due, but were still on accrual.

The following table provides additional information on impaired loans with and without allowance reserves at December 31, 2021. Recorded investment includes the unpaid principal balance or the carrying amount of loans less charge-offs and net deferred loan fees:

	December 31, 2021
	Unpaid
WITH NO RELATED ALLOWANCE RECORDED	Principal		Recorded		Related
Real estate loans:	Balance		Investment		Allowance
Home equity	$	259	$	227	$	—
One-to-four-family		497		480		—
		756		707		—
WITH RELATED ALLOWANCE RECORDED
Real estate loans:
Home equity		92		74		23
Consumer loans:
Indirect		551		554		193
Marine		56		57		20
Other consumer		18		18		6
Commercial business loans:
Commercial and industrial		4,417		4,419		921
		5,134		5,122		1,163
Total	$	5,890	$	5,829	$	1,163

The following tables present the average recorded investment in loans individually evaluated for impairment and the interest income recognized and received for the three  and nine months ended September 30, 2021:

	At or For the Three Months Ended
	September 30, 2021
WITH NO RELATED ALLOWANCE RECORDED	Average Recorded		Interest Income
Real estate loans:	Investment		Recognized
Home equity	$	455	$	12
One-to-four-family		488		3
		943		15
WITH RELATED ALLOWANCE RECORDED
Consumer loans:
Indirect		554		12
Marine		85		2
Other consumer		2		—
Commercial business loans:
Commercial and industrial		4,487		86
		5,128		100
Total	$	6,071	$	115

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	At or For the Nine Months Ended
	September 30, 2021
WITH NO RELATED ALLOWANCE RECORDED	Average Recorded		Interest Income
Real estate loans:	Investment		Recognized
Construction and development	$	1,028	$	—
Home equity		538		21
One-to-four-family		559		9
		2,125		30
WITH RELATED ALLOWANCE RECORDED
Real estate loans:
One-to-four-family		27		—
Consumer loans:
Indirect		670		34
Marine		74		5
Other consumer		8		1
Commercial business loans:
Commercial and industrial		4,884		191
		5,663		231
Total	$	7,788	$	261

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 credit 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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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 graded “8” internally until the loan has demonstrated consistent performance, typically six months of contractual payments. Closed-end loans that are 120 days past due and open-end loans that are 180 days past due are charged off based on the value of the collateral less cost to sell.  Management may more conservatively risk rate credits even if paying in accordance with the loan’s repayment terms.

Commercial real estate, construction and development, multi-family and commercial business loans are evaluated individually for their risk classification and may be classified as “Substandard” even if current on their loan payment obligations.

The following tables summarize risk rated loan balances by category as of September 30, 2022.  Revolving loans that are converted to term loans are presented by year of origination.  Term loans that are renewed or extended for periods longer than 90 days are presented as a new origination in the year of the most recent renewal or extension.

	September 30, 2022
REAL ESTATE LOANS	Term Loans by Year of Origination
Commercial	2022		2021		2020		2019		2018		Prior		Revolving Loans		Total Loans
Pass	$	66,350	$	76,834	$	44,759	$	39,148	$	14,911	$	60,167	$	—	$	302,169
Watch		—		—		2,071		—		—		—		128		2,199
Special mention		—		—		—		2,127		—		898		—		3,025
Substandard		—		—		—		—		586		2,944		—		3,530
Total commercial	$	66,350	$	76,834	$	46,830	$	41,275	$	15,497	$	64,009	$	128	$	310,923
Construction and development
Pass		151,853		133,335		29,720		19,823		—		446		—		335,177
Total construction and development	$	151,853	$	133,335	$	29,720	$	19,823	$	—	$	446	$	—	$	335,177
Home equity
Pass		5,339		1,707		7,082		11		1,238		1,680		36,446		53,503
Substandard		—		—		—		—		13		165		—		178
Total home equity	$	5,339	$	1,707	$	7,082	$	11	$	1,251	$	1,845	$	36,446	$	53,681
One-to-four-family
Pass		121,163		133,680		81,292		32,264		16,307		41,699		—		426,405
Special mention		—		—		—		—		1,950		—		—		1,950
Substandard		—		—		—		—		—		841		—		841
Total one-to-four-family	$	121,163	$	133,680	$	81,292	$	32,264	$	18,257	$	42,540	$	—	$	429,196
Multi-family
Pass		33,930		63,549		48,598		48,080		4,206		25,349		—		223,712
Total multi-family	$	33,930	$	63,549	$	48,598	$	48,080	$	4,206	$	25,349	$	—	$	223,712
Total real estate loans	$	378,635	$	409,105	$	213,522	$	141,453	$	39,211	$	134,189	$	36,574	$	1,352,689

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	September 30, 2022
CONSUMER LOANS	Term Loans by Year of Origination
Indirect home improvement	2022		2021		2020		2019		2018		Prior		Revolving Loans		Total Loans
Pass	$	188,174	$	131,661	$	50,247	$	33,222	$	19,452	$	24,076	$	9	$	446,841
Substandard		82		124		59		119		95		142		—		621
Total indirect home improvement	$	188,256	$	131,785	$	50,306	$	33,341	$	19,547	$	24,218	$	9	$	447,462
Marine
Pass		23,491		12,123		15,693		6,745		5,830		4,043		—		67,925
Substandard		125		—		—		—		—		56		—		181
Total marine	$	23,616	$	12,123	$	15,693	$	6,745	$	5,830	$	4,099	$	—	$	68,106
Other consumer
Pass		652		779		128		40		34		148		1,206		2,987
Total other consumer	$	652	$	779	$	128	$	40	$	34	$	148	$	1,206	$	2,987
Total consumer loans	$	212,524	$	144,687	$	66,127	$	40,126	$	25,411	$	28,465	$	1,215	$	518,555

COMMERCIAL	September 30, 2022
BUSINESS LOANS	Term Loans by Year of Origination
Commercial and industrial	2022		2021		2020		2019		2018		Prior		Revolving Loans		Total Loans
Pass	$	19,348	$	24,348	$	15,714	$	3,940	$	3,530	$	8,029	$	114,581	$	189,490
Watch		—		13		3,073		—		—		205		5,460		8,751
Special mention		—		—		—		667		14		44		773		1,498
Substandard		—		1,595		1,606		2,295		187		4,379		1,208		11,270
Total commercial and industrial	$	19,348	$	25,956	$	20,393	$	6,902	$	3,731	$	12,657	$	122,022	$	211,009
Warehouse lending
Pass		—		—		—		—		—		—		28,101		28,101
Watch		—		—		—		—		—		—		1		1
Total warehouse lending	$	—	$	—	$	—	$	—	$	—	$	—	$	28,102	$	28,102
Total commercial business loans	$	19,348	$	25,956	$	20,393	$	6,902	$	3,731	$	12,657	$	150,124	$	239,111
TOTAL LOANS RECEIVABLE, GROSS
Pass	$	610,300	$	578,016	$	293,233	$	183,273	$	65,508	$	165,637	$	180,343	$	2,076,310
Watch		—		13		5,144		—		—		205		5,589		10,951
Special mention		—		—		—		2,794		1,964		942		773		6,473
Substandard		207		1,719		1,665		2,414		881		8,527		1,208		16,621
Total loans receivable, gross	$	610,507	$	579,748	$	300,042	$	188,481	$	68,353	$	175,311	$	187,913	$	2,110,355

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The following  table summarizes risk rated loan balances by category as of December 31, 2021:

	December 31, 2021
					Special
	Pass		Watch		Mention		Substandard		Doubtful		Loss
REAL ESTATE LOANS	(1 - 5)		(6)		(7)		(8)		(9)		(10)		Total
Commercial	$	253,092	$	4,652	$	5,769	$	916	$	—	$	—	$	264,429
Construction and development		240,553		—		—		—		—		—		240,553
Home equity		40,716		—		—		301		—		—		41,017
One-to-four-family		363,682		—		—		2,464		—		—		366,146
Multi-family		178,158		—		—		—		—		—		178,158
Total real estate loans		1,076,201		4,652		5,769		3,681		—		—		1,090,303
CONSUMER LOANS
Indirect home improvement		335,731		—		—		554		—		—		336,285
Marine		82,721		—		—		57		—		—		82,778
Other consumer		2,962		—		—		18		—		—		2,980
Total consumer loans		421,414		—		—		629		—		—		422,043
COMMERCIAL BUSINESS LOANS
Commercial and industrial		188,767		4,182		1,829		13,774		—		—		208,552
Warehouse lending		33,277		—		—		—		—		—		33,277
Total commercial business loans		222,044		4,182		1,829		13,774		—		—		241,829
Total loans receivable, gross	$	1,719,659	$	8,834	$	7,598	$	18,084	$	—	$	—	$	1,754,175

The following table presents the amortized cost basis of loans on nonaccrual status and loans 90 days or more past due and still accruing interest as of September 30, 2022:

	September 30, 2022
	Nonaccrual with No		Nonaccrual with				90-Days or More
	Allowance for Credit		Allowance for Credit		Total		Past Due and Still
REAL ESTATE LOANS	Losses		Losses		Nonaccrual		Accruing Interest
Home equity	$	178	$	—	$	178	$	—
One-to-four-family		841		—		841		—
		1,019		—		1,019		—
CONSUMER LOANS
Indirect home improvement		—		621		621		—
Marine		—		181		181		—
		—		802		802		—
COMMERCIAL BUSINESS LOANS
Commercial and industrial		—		6,420		6,420		—
Total	$	1,019	$	7,222	$	8,241	$	—

The Company recognized interest income on nonaccrual loans of $144,000 and $115,000 during the three months ended September 30, 2022 and 2021, respectively and $370,000 and $261,000 during the nine months ended September 30, 2022 and 2021, respectively.

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The following table presents the amortized cost basis of collateral dependent loans by class of loans as of September 30, 2022:

	September 30, 2022
REAL ESTATE LOANS	Real Estate		Equipment		Total
Home equity	$	178	$	—	$	178
One-to-four-family		841		—		841
		1,019		—		1,019
CONSUMER LOANS
Indirect home improvement		—		621		621
Marine		—		181		181
		—		802		802
COMMERCIAL BUSINESS LOANS
Commercial and industrial		—		6,420		6,420
Total	$	1,019	$	7,222	$	8,241

NOTE 4 - SERVICING RIGHTS

Loans serviced for others are not included on the Consolidated Balance Sheets. The unpaid principal balances of permanent loans serviced for others were $2.80 billion and $2.61 billion at September 30, 2022 and December 31, 2021, respectively.

The following tables summarize servicing rights activity at or for the dates indicated:

	At or For the Three Months Ended
	September 30,
	2022		2021
Beginning balance, at the lower of cost or fair value	$	18,516	$	16,356
Additions		925		1,967
Servicing rights amortized		(971)		(1,837)
Recovery of servicing rights		—		11
Ending balance, at the lower of cost or fair value	$	18,470	$	16,497

	At or For the Nine Months Ended
	September 30,
	2022		2021
Beginning balance, at the lower of cost or fair value	$	16,970	$	12,595
Additions		4,935		7,567
Servicing rights amortized		(3,436)		(5,722)
Recovery of servicing rights		1		2,057
Ending balance, at the lower of cost or fair value	$	18,470	$	16,497

The fair value of the servicing rights’ assets was $36.5 million and $26.1 million at September 30, 2022 and December 31, 2021, 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.

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

	At September 30,		At December 31,
Key assumptions:	2022		2021
Weighted average discount rate	9.1	%	9.1	%
Conditional prepayment rate (“CPR”)	8.2	%	13.8	%
Weighted average life in years	7.9		5.9

Key economic assumptions of the current fair value for single family MSR are presented in the table below.  Also presented is the sensitivity to market rate changes for the par rate coupon for a conventional one-to-four-family FNMA, FHLMC, GNMA, or FHLB serviced home loan.  The table below references a 50 basis point and 100 basis point adverse rate change and the impact on prepayment speeds and discount rates at September 30, 2022 and December 31, 2021:

				September 30, 2022			December 31, 2021
Aggregate portfolio principal balance				$	2,797,326		$	2,609,776
Weighted average rate of note					3.3	%		3.2	%
At September 30, 2022	Base			0.5% Adverse Rate Change			1.0% Adverse Rate Change
Conditional prepayment rate		8.2	%		8.4	%		8.9	%
Fair value MSR	$	36,457		$	36,085		$	35,398
Percentage of MSR		1.3	%		1.3	%		1.3	%
Discount rate		9.1	%		9.6	%		10.1	%
Fair value MSR	$	36,457		$	35,653		$	34,881
Percentage of MSR		1.3	%		1.3	%		1.2	%
At December 31, 2021	Base			0.5% Adverse Rate Change			1.0% Adverse Rate Change
Conditional prepayment rate		13.8	%		20.0	%		31.5	%
Fair value MSR	$	26,070		$	21,188		$	15,348
Percentage of MSR		1.0	%		0.8	%		0.6	%
Discount rate		9.1	%		9.6	%		10.1	%
Fair value MSR	$	26,070		$	25,586		$	25,119
Percentage of MSR		1.0	%		1.0	%		1.0	%

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 is highly sensitive to changes in key assumptions. For example, actual prepayment experience may differ and any difference may have a material effect on the fair value of MSR. 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 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 the fair value of MSR 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 time.

The Company recorded $1.8 million and $1.7 million of gross contractually specified servicing fees, late fees, and other ancillary fees resulting from servicing of loans for the three months ended September 30, 2022 and 2021, respectively, and $5.3 million and $4.6 million for the nine months ended September 30, 2022 and 2021, respectively.  The income, net of MSR amortization, is reported in noninterest income on the Consolidated Statements of Income.

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NOTE 5 - DERIVATIVES

The Company is exposed to certain risk arising from both its business operations and economic conditions.  The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments.  Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates.

The Company’s predominant derivative and hedging activities involve interest rate swaps related to certain borrowings, brokered deposits, investment securities, forward sales contracts, and commitments to extend credit associated with mortgage banking activities. Generally, these instruments help the Company manage exposure to market risk. Market risk represents the possibility that economic value or net interest income will be adversely affected by fluctuations in external factors such as market-driven interest rates and prices or other economic factors.

Mortgage Banking Derivatives Not Designated as Hedges

The Company regularly enters into commitments to originate and sell loans held for sale. The Company has exposure to movements in interest rates associated with written interest rate lock commitments with potential borrowers to originate one-to four-family loans that are intended to be sold and for closed one-to-four-family mortgage loans held for sale for which fair value accounting has been elected, that are awaiting sale and delivery into the secondary market. The Company economically hedges the risk of changing interest rates associated with these mortgage loan commitments by entering into forward sales contracts to sell one-to-four-family mortgage loans or 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 or noninterest expense. The Bank recognizes all derivative instruments as either other assets or other liabilities on the Consolidated Balance Sheets and measures those instruments at fair value.

Cash Flow Hedges

The Bank has entered into interest rate swaps to reduce the exposure to variability in interest-related cash outflows attributable to changes in forecasted London Interbank Offered Rate (“LIBOR”)-based borrowings and brokered deposits. These derivative instruments are designated as cash flow hedges. The hedged item is the LIBOR portion of the series of future adjustable-rate borrowings and deposits over the term of the interest rate swap. Accordingly, changes to the amount of interest payment cash flows for the hedged transactions attributable to a change in credit risk are excluded from management’s assessment of hedge effectiveness. The Bank tests for hedging effectiveness on a quarterly basis. The accumulated other comprehensive income is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The Bank has not recorded any hedge ineffectiveness since inception.  

The Bank expects that approximately $3.3 million will be reclassified from accumulated other comprehensive income (“AOCI”) as a decrease to interest expense over the next 12 months related to these cash flow hedges.

Fair Value Hedges

The Company is exposed to changes in the fair value of certain of its pools of prepayable fixed-rate assets due to changes in benchmark interest rates. The Company uses interest rate swaps to manage its exposure to changes in fair value on these instruments attributable to changes in the designated benchmark interest rate, the Secured Overnight Financing Rate (“SOFR”). Interest rate swaps designated as fair value hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without the exchange of the underlying notional amount. For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in interest income.

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At September 30, 2022, the following amounts recorded in investment securities on the Consolidated Balance Sheets related to cumulative-basis adjustment for fair value hedges.  The Company had no fair value hedges at December 31, 2021.

	September 30, 2022
			Cumulative Amount of Fair Value
Line item in the statement of financial			Hedging Adjustment Included in
position in which the hedged Item is	Carrying Amount of the		the Carrying Amount of the
included	Hedged Assets/(Liabilities)		Hedged Assets/(Liabilities)
Investment securities (1)	$	55,684	$	4,316
Total	$	55,684	$	4,316

(1) These amounts include the amortized cost basis of closed portfolios used in designated hedging relationships in which the hedged item is the last layer expected to be remaining at the end of the hedging relationship.  At September 30, 2022, the amortized cost basis of the closed portfolios used in these hedging relationships was $250.2 million;  the cumulative basis adjustments associated with these hedging relationships was $4.3 million; and the amounts of the designated hedged items was $60.0 million.

The following tables summarize the Bank’s derivative instruments at the dates indicated. The Bank has master netting agreements with derivative dealers with which it does business, but reflects gross assets and liabilities as other assets and other liabilities, respectively, on the Consolidated Balance Sheets, as follows:

	September 30, 2022
			Fair Value
Cash flow hedges:	Notional		Asset		Liability
Interest rate swaps - brokered deposits and borrowings	$	90,000	$	6,117	$	—
Fair value hedges:
Interest rate swaps - securities	$	60,000	$	4,301	$	—
Non-hedging derivatives:
Fallout adjusted interest rate lock commitments with customers		23,766		—		172
Mandatory and best effort forward commitments with investors		6,845		294		—
Forward TBA mortgage-backed securities		33,000		1,154		—

	December 31, 2021
			Fair Value
Cash flow hedges:	Notional		Asset		Liability
Interest rate swaps - brokered deposits and borrowings	$	90,000	$	1,168	$	155
Non-hedging derivatives:
Fallout adjusted interest rate lock commitments with customers		71,890		757		—
Mandatory and best effort forward commitments with investors		74,375		808		—
Forward TBA mortgage-backed securities		111,000		53		—

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The following tables summarize the effect of fair value and cash flow hedge accounting recognized in interest income and interest expense on the Consolidated Statements of Income for the three and nine months ended September 30, 2022 and 2021:

	Three Months Ended				Three Months Ended
	September 30, 2022				September 30, 2021
	Interest Expense Deposits		Interest Income Securities		Interest Expense Deposits		Interest Income Securities
Total amounts presented on the Consolidated Statements of Income	$	2,596	$	1,741	$	1,629	$	1,487
Net gains (losses) on fair value hedging relationships
Interest rate swaps - securities
Recognized on hedged items	$	—	$	(3,383)	$	—	$	—
Recognized on derivatives designated as hedging instruments		—		3,313		—		—
Net income (expense) recognized on fair value hedges	$	—	$	(70)	$	—	$	—
Net gain (loss) on cash flow hedging relationships
Interest rate swaps - brokered deposits and borrowings
Realized gains (losses) (pre-tax) reclassified from AOCI into net income	$	278	$	—	$	(135)	$	—
Net income (expense) recognized on cash flow hedges	$	278	$	—	$	(135)	$	—

	Nine Months Ended				Nine Months Ended
	September 30, 2022				September 30, 2021
	Interest Expense Deposits		Interest Income Securities		Interest Expense Deposits		Interest Income Securities
Total amounts presented on the Consolidated Statements of Income	$	5,438	$	4,990	$	5,481	$	4,050
Net gains (losses) on fair value hedging relationships
Interest rate swaps - securities
Recognized on hedged items	$	—	$	(4,316)	$	—	$	—
Recognized on derivatives designated as hedging instruments		—		4,144		—		—
Net income (expense) recognized on fair value hedges	$	—	$	(172)	$	—	$	—
Net gain (loss) on cash flow hedging relationships
Interest rate swaps - brokered deposits and borrowings
Realized gains (losses) (pre-tax) reclassified from AOCI into net income	$	232	$	—	$	(373)	$	—
Net income (expense) recognized on cash flow hedges	$	232	$	—	$	(373)	$	—

Changes in the fair value of the nonhedging derivatives recognized in noninterest income on the Consolidated Statements of Income and included in gain on sale of loans resulted in net gains of $34,000 and net losses of $402,000 for the three months ended September 30, 2022 and 2021, respectively, and net losses of $1.7 million and $4.3 million for the nine months ended September 30, 2022 and 2021, respectively.

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The Bank’s derivative instruments with certain counterparties contain legally enforceable netting provisions that allow for net settlement of multiple transactions to a single amount, which may be positive, negative, or zero. Offsetting information in regards to all derivative assets and liabilities, including accrued interest, subject to these master netting agreements at September 30, 2022 and December 31, 2021 is presented in the following tables:

			Gross Amounts		Net Amounts of Assets		Gross Amounts Not Offset
	Gross Amounts		Offset in the		Presented in the		in the Statement of Financial Position
Offsetting of derivative assets	of Recognized		Statement of		Statement of		Financial		Cash Collateral
at September 30, 2022	Assets		Financial Position		Financial Position		Instruments		Received		Net Amount
Interest rate swaps	$	10,418	$	—	$	10,418	$	—	$	—	$	10,418
at December 31, 2021
Interest rate swaps	$	1,168	$	—	$	1,168	$	—	$	—	$	1,168

			Gross Amounts		Net Amounts of		Gross Amounts Not Offset
	Gross Amounts		Offset in the		Liabilities		in the Statement of Financial Position
Offsetting of derivative liabilities	of Recognized		Statement of		Presented in the Statement		Financial		Cash Collateral
at September 30, 2022	Liabilities		Financial Position		of Financial Position		Instruments		Posted		Net Amount
Interest rate swaps	$	—	$	—	$	—	$	—	$	—	$	—
at December 31, 2021
Interest rate swaps	$	155	$	—	$	155	$	—	$	155	$	—

Credit-risk-related Contingent Features  

The Company has interest rate swap agreements with certain of its derivative counterparties that contain a provision where if the Company either defaults or fails to maintain its status as a well / adequately capitalized institution, then the Company could be required to terminate the contracts or post additional collateral.   At September 30, 2022, the Company had no derivatives in a net liability position related to these agreements. The Company has minimum collateral posting thresholds with certain of its derivative counterparties and has posted collateral of securities with a carrying value of $2.8 million and cash of $680,000 to secure interest rate swap agreements at September 30, 2022. The Company had posted cash of $170,000 as collateral, for TBA trades with counterparties at that date.  In certain cases, the Company will have posted excess collateral, compared to total exposure due to initial margin requirements or day-to-day rate volatility.

NOTE 6 - LEASES

The Company has operating leases for retail bank branches, home lending branches, and certain equipment. The Company’s leases have remaining lease terms of two months to seven years and nine months, some of which include options to extend the leases for up to five years.

The components of lease cost (included in occupancy expense on the Consolidated Statements of Income) are as follows for the three and nine months ended September 30, 2022 and 2021:

	Three Months Ended		Three Months Ended
Lease cost:	September 30, 2022		September 30, 2021
Operating lease cost	$	350	$	353
Short-term lease cost		8		2
Total lease cost	$	358	$	355

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	Nine Months Ended		Nine Months Ended
Lease cost:	September 30, 2022		September 30, 2021
Operating lease cost	$	1,041	$	1,063
Short-term lease cost		16		3
Total lease cost	$	1,057	$	1,066

The following tables provide supplemental information related to operating leases at or for the three and nine months ended September 30, 2022 and 2021:

	At or For the			At or For the
Cash paid for amounts included in the	Three Months Ended			Three Months Ended
measurement of lease liabilities:	September 30, 2022			September 30, 2021
Operating cash flows from operating leases	$	360		$	329
Weighted average remaining lease term- operating leases		4.7	years		4.9	years
Weighted average discount rate- operating leases		2.41	%		2.18	%

	At or For the			At or For the
Cash paid for amounts included in the	Nine Months Ended			Nine Months Ended
measurement of lease liabilities:	September 30, 2022			September 30, 2021
Operating cash flows from operating leases	$	1,063		$	1,058
Weighted average remaining lease term- operating leases		4.7	years		4.9	years
Weighted average discount rate- operating leases		2.41	%		2.18	%

The Company’s leases typically do not contain a discount rate implicit in the lease contract.  As an alternative, the discount rate used in determining the lease liability for each individual lease was the FHLB of Des Moines’ fixed-advance rate.

Maturities of operating lease liabilities at September 30, 2022 for future periods are as follows:

2022	$	420
2023		1,512
2024		1,462
2025		1,152
2026		1,030
Thereafter		1,996
Total lease payments		7,572
Less imputed interest		(736)
Total	$	6,836

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NOTE 7 - OTHER REAL ESTATE OWNED (“OREO”)

The following table presents the activity related to OREO at or for the three and nine months ended September 30, 2022 and 2021:

	At or For the Three Months Ended				At or For the Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Beginning balance	$	145	$	—	$	—	$	90
Additions		—		—		145		—
Gross proceeds from sale of OREO		—		—		—		(81)
Loss on sale of OREO		—		—		—		(9)
Ending balance	$	145	$	—	$	145	$	—

There was one OREO property at September 30, 2022 and none at September 30, 2021.  There were $10,000 in OREO holding costs for the three and nine months ended September 30, 2022 and none for the three and nine months ended September 30, 2021.

There was $526,000 in portfolio mortgage loans collateralized by residential real estate property in the process of foreclosure at September 30, 2022.

NOTE 8 - DEPOSITS

Deposits are summarized as follows at September 30, 2022 and December 31, 2021:

	September 30,		December 31,
	2022		2021
Noninterest-bearing checking (4)	$	555,753	$	564,360
Interest-bearing checking (1)(4)		147,968		228,024
Savings		143,612		193,922
Money market (2)		659,861		552,357
Certificates of deposit less than $100,000 (3)		345,227		186,974
Certificates of deposit of $100,000 through $250,000		133,429		116,206
Certificates of deposit of $250,000 and over		71,629		57,512
Escrow accounts related to mortgages serviced		25,859		16,389
Total	$	2,083,338	$	1,915,744

(1) Includes $1.2 million and $90.0 million of brokered deposits at September 30, 2022 and December 31, 2021, respectively.

(2) Includes $66.8 million and $5.0 million of brokered deposits at September 30, 2022 and December 31, 2021, respectively.

(3) Includes $256.6 million and $97.6 million of brokered deposits at September 30, 2022 and December 31, 2021, respectively.

(4) Prior presentation of interest-bearing checking balances was revised due to misclassification of certain checking products in previous periods.  As a result of the misclassification, interest-bearing checking balances totaling $121.2 million as of December 31, 2021, were reclassified to noninterest-bearing checking for comparative purposes.  Balances as of the dates and average values included herein have been updated to reflect the reclassification.

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Scheduled maturities of time deposits at September 30, 2022 for future periods ending are as follows:

	At September 30, 2022
Maturing in 2022	$	137,460
Maturing in 2023		210,943
Maturing in 2024		54,019
Maturing in 2025		111,811
Maturing in 2026		18,439
Thereafter		17,613
Total	$	550,285

Interest expense by deposit category for the three and nine months ended September 30, 2022 and 2021 is as follows:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Interest-bearing checking	$	100	$	56	$	353	$	154
Savings and money market		1,303		348		2,397		1,232
Certificates of deposit		1,193		1,225		2,688		4,095
Total	$	2,596	$	1,629	$	5,438	$	5,481

NOTE 9 - 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.

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 September 30, 2022 and December 31, 2021:

COMMITMENTS TO EXTEND CREDIT	September 30,		December 31,
REAL ESTATE LOANS	2022		2021
Commercial	$	1,634	$	787
Construction and development		245,139		182,297
One-to-four-family (includes locks for saleable loans)		43,191		78,264
Home equity		79,283		67,596
Multi-family		2,992		3,434
Total real estate loans		372,239		332,378
CONSUMER LOANS		42,289		35,873
COMMERCIAL BUSINESS LOANS
Commercial and industrial		143,881		126,220
Warehouse lending		70,351		64,160
Total commercial business loans		214,232		190,380
Total commitments to extend credit	$	628,760	$	558,631

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

38

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’s ACL - unfunded loan commitments at September 30, 2022 and reserves for estimated losses from unfunded commitments at December 31, 2021 was $3.1 million and $499,000, respectively. The increase in the ACL - unfunded loan commitments reflects the adoption of CECL, as well as the increased provision for credit losses - unfunded loan commitments recorded during the current quarter.  One-to-four-family commitments included in the table above are accounted for as fair value derivatives and do not carry an associated reserve.  The Company’s derivative positions are presented with discussion in “Note 5 - Derivatives.”

The Company also sells one-to-four-family loans to the FHLB of Des Moines that require a limited level of recourse if the loans default and exceed a certain loss exposure. Specific to that recourse, the FHLB of Des Moines established a first loss account (“FLA”) related to the loans and required a credit enhancement (“CE”) obligation by the Bank to be utilized after the FLA is used. Based on loans sold through September 30, 2022, total loans sold to the FHLB were $10.2 million with the FLA totaling $938,000 and the CE obligation at $811,000 or 7.9% of the loans outstanding. Management has established a holdback of 10% of the outstanding CE, or $81,000, which is a part of the off-balance sheet holdback for loans sold. At both September 30, 2022 and December 31, 2021, there were no loans sold to the FHLB of Des Moines that were greater than 30 days past their contractual payment due date.

Contingent liabilities for loans held for sale - In the ordinary course of business, loans are sold with limited recourse against the Company and may have to subsequently be repurchased due to defects that occurred during the origination of the loan. The defects are categorized as documentation errors, underwriting errors, early payoff, early payment defaults, breach of representation or warranty, servicing errors, and/or fraud. When a loan sold to an investor without recourse fails to perform according to its contractual terms, the investor will typically review the loan file to determine whether defects in the origination process occurred. If a defect is identified, the Company may be required to either repurchase the loan or indemnify the investor for losses sustained. If there are no such defects, the Company has no commitment to repurchase the loan. The Company has recorded a holdback reserve of $2.3 million and $2.7 million to cover loss exposure related to these guarantees for one-to-four-family loans sold into the secondary market at September 30, 2022 and December 31, 2021, 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 (“CEO”). The severance agreement, subject to certain requirements, generally includes a lump sum payment to the CEO equal to 24 months of base compensation in the event 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 the Executive Vice President of Home Lending. The change of control agreements, subject to certain requirements, generally remain in effect until canceled by either party upon at least 24 months prior written notice. Under the change of control agreements, the executive generally will be entitled to a change of control payment from the Company if the executive is involuntarily terminated within six months preceding or 12 months after a change in control (as defined in the change of control agreements). In such an event, the executives would each be entitled to receive a cash payment in an amount equal to 12 months of their then current salary, subject to certain requirements in the change of control agreements.

As a result of the nature of our activities, the Company is subject to various pending and threatened legal actions, which arise in the ordinary course of business. From time to time, subordination liens may create litigation which requires us to defend our lien rights. In the opinion of management, liabilities arising from these claims, if any, will not have a material effect on our financial position. The Company had no material pending legal actions at September 30, 2022.

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NOTE 10 - FAIR VALUE MEASUREMENTS

The Company determines fair value based on the requirements established in Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements, which provides a framework for measuring fair value in accordance with U.S. GAAP and requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.  ASC 820 defines fair value as the exit price, or the price that would be received for an asset or paid to transfer a liability, in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date under current market conditions. ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities, requires us to use the exit price notion when measuring the fair value of instruments for disclosure purposes.  

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

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

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

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

The following methods were used to estimate the fair value of certain assets and liabilities on a recurring and nonrecurring basis:

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

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

Loans Receivable - Fair values are estimated for portfolios of loans with similar financial characteristics. Loans are segregated by type, including commercial, real estate and consumer loans. Each loan category is further segregated by fixed and adjustable-rate loans. The fair value of loans is calculated by discounting expected cash flows at rates at which similar loans are currently being made. These amounts are discounted further by embedded probable losses expected to be realized in the portfolio. Certain residential mortgage loans were initially originated for sale and measured at fair value; after origination, the loans were transferred to loans held for investment.  As of September 30, 2022 and December 31, 2021, there were $14.2 million and $16.1 million, respectively, in residential mortgage loans recorded at fair value as they were previously transferred from held for sale to loans held for investment.  The aggregate unpaid principal balance of these loans was $16.0 million and $16.1 million as of September 30, 2022 and December 31, 2021, respectively.  Gains and losses from changes in fair value for these loans are reported in earnings as a component of service charges and fee income on the Consolidated Statements of Income.  For the three and nine months ended September 30, 2022, the Company recorded net decreases in fair value of $816,000 and $1.8 million, as compared to net decreases in fair value of $19,000 and $55,000 for the three and nine months ended September 30, 2021, respectively.  For loans originated as held for sale and transferred into loans held for investment, the fair value is determined based on quoted secondary market prices for similar loans (Level 2).

Derivative Instruments - Fair values for derivative assets and liabilities are measured on a recurring basis.  The primary use of derivative instruments is related to the mortgage banking activities of the Company.  The fair value of the interest

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rate lock commitments and forward sales commitments are estimated using quoted or published market prices for similar instruments, adjusted for factors such as pull-though rate assumptions based on historical information, where appropriate.  TBA mortgage-backed securities are fair valued on similar contracts in active markets (Level 2), while locks and forwards with customers and investors are fair valued using similar contracts in the market and changes in the market interest rates (Level 2 and 3).  Derivative instruments not related to mortgage banking activities include interest rate swap agreements.  The fair values of interest rate swap agreements are based on valuation models using observable market data as of the measurement date (Level 2).  The Company’s derivatives are traded in an over-the-counter market where quoted market prices are not always available.  Therefore, the fair values of derivatives are determined using quantitative models that utilize multiple market inputs.  The inputs will vary based on the type of derivative, but could include interest rates, prices and indices to generate continuous yield or pricing curves, prepayment rates, and volatility factors to value the position.  The majority of market inputs are actively quoted and can be validated through external sources, including market transactions and third-party pricing services.  The fair values of all interest rate swaps are determined from third-party pricing services without adjustment.  

Other Real Estate Owned - Fair value adjustments to OREO are recorded at the lower of carrying amount of the loan or fair value of the collateral less selling costs. Any write-downs based on the asset’s fair value at the date of acquisition are charged to the allowance for credit losses. After foreclosure, management periodically performs valuations such that the real estate is carried at the lower of its new cost basis or fair value, net of estimated costs to sell (Level 3).

Loans Individually Evaluated - Expected credit losses for loans evaluated individually are measured based on the present value of expected future cash flows discounted at the loan’s original effective interest rate or when the Bank determines that foreclosure is probable, the expected credit loss is measured based on the fair value of the collateral as of the reporting date, less estimated selling costs, as applicable. As a practical expedient, the Bank measures the expected credit loss for a loan using the fair value of the collateral, if repayment is expected to be provided substantially through the operation or sale of the collateral when the borrower is experiencing financial difficulty based on the Bank’s assessment as of the reporting date. In both cases, if the fair value of the collateral is less than the amortized cost basis of the loan, the Bank will recognize an allowance as the difference between the fair value of the collateral, less costs to sell (if applicable) at the reporting date and the amortized cost basis of the loan. If the fair value of the collateral exceeds the amortized cost basis of the loan, any expected recovery added to the amortized cost basis will be limited to the amount previously charged-off by the subsequent changes in the expected credit losses for loans evaluated individually are included within the provision for credit losses in the same manner in which the expected credit loss initially was recognized or as a reduction in the provision that would otherwise be reported (Level 3).

Servicing Rights - The fair value of MSR is 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).

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The following tables present securities available-for-sale, mortgage loans held for sale, loans receivable, and derivative assets and liabilities measured at fair value on a recurring basis at the dates indicated:

Financial Assets	At September 30, 2022
Securities available-for-sale:	Level 1		Level 2		Level 3		Total
U.S. agency securities	$	—	$	18,137	$	—	$	18,137
Corporate securities		—		8,616		—		8,616
Municipal bonds		—		116,644		—		116,644
Mortgage-backed securities		—		71,077		—		71,077
U.S. Small Business Administration securities		—		13,468		—		13,468
Mortgage loans held for sale, at fair value		—		23,447		—		23,447
Loans receivable, at fair value		—		14,198		—		14,198
Derivatives:
Mandatory and best effort forward commitments with investors		—		—		294		294
Forward TBA mortgage-backed securities		—		1,154		—		1,154
Interest rate swaps		—		10,418		—		10,418
Total assets measured at fair value	$	—	$	277,159	$	294	$	277,453
Financial Liabilities
Derivatives:
Interest rate lock commitments with customers		—		—		(172)		(172)
Total liabilities measured at fair value	$	—	$	—	$	(172)	$	(172)

Financial Assets	At December 31, 2021
Securities available-for-sale:	Level 1		Level 2		Level 3		Total
U.S. agency securities	$	—	$	20,970	$	—	$	20,970
Corporate securities		—		7,995		1,007		9,002
Municipal bonds		—		135,302		131		135,433
Mortgage-backed securities		—		89,402		—		89,402
U.S. Small Business Administration securities		—		16,552		—		16,552
Mortgage loans held for sale, at fair value		—		125,810		—		125,810
Loans receivable, at fair value		—		16,083		—		16,083
Derivatives:
Mandatory and best effort forward commitments with investors		—		—		808		808
Forward TBA mortgage-backed securities		—		53		—		53
Interest rate swaps		—		1,168		—		1,168
Interest rate lock commitments with customers		—		—		757		757
Total assets measured at fair value	$	—	$	413,335	$	2,703	$	416,038
Financial Liabilities
Derivatives:
Interest rate swaps		—		(155)		—		(155)
Total liabilities measured at fair value	$	—	$	(155)	$	—	$	(155)

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The following tables present loans individually evaluated, OREO, and servicing rights measured at fair value on a nonrecurring basis for which a nonrecurring change in fair value has been recorded during the reporting periods indicated. The amounts disclosed below represent the fair values at the time the nonrecurring fair value measurements were evaluated.

	September 30, 2022
	Level 1		Level 2		Level 3		Total
Loans individually evaluated	$	—	$	—	$	8,241	$	8,241
OREO		—		—		145		145
Servicing rights		—		—		36,457		36,457

	December 31, 2021
	Level 1		Level 2		Level 3		Total
Loans individually evaluated	$	—	$	—	$	5,829	$	5,829
Servicing rights		—		—		26,070		26,070

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 September 30, 2022 and December 31, 2021:

Level 3		Significant		Weighted Average
Fair Value	Valuation	Unobservable		September 30,		December 31,
Instruments	Techniques	Inputs	Range	2022		2021
RECURRING
Interest rate lock commitments with customers	Quoted market prices	Pull-through expectations	80% - 99%	97.3	%	93.3	%
Individual forward sale commitments with investors	Quoted market prices	Pull-through expectations	80% - 99%	97.3	%	93.3	%
NONRECURRING
Loans individually evaluated	Fair value of underlying collateral	Discount applied to the obtained appraisal	10.0%	10.0	%	10.0	%
OREO	Fair value of collateral	Discount applied to the obtained appraisal	10.0%	10.0	%	10.0	%
Servicing rights	Industry sources	Pre-payment speeds	0% - 50%	8.2	%	13.8	%

The pull-through rate is based on historical loan closing rates for similar interest rate lock commitments.  An increase or decrease in the pull-through rate would have a corresponding positive or negative fair value adjustment.

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The following tables 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 nine months ended September 30, 2022 and 2021:

			Purchases						Net change in		Net change in
Three Months Ended	Beginning		and		Sales and		Ending		fair value for		fair value for
September 30, 2022	Balance		Issuances		Settlements		Balance		gains/(losses) (1)		gains/(losses) (2)
Interest rate lock commitments with customers	$	184	$	472	$	(828)	$	(172)	$	(356)	$	—
Individual forward sale commitments with investors		518		899		(1,123)		294		(224)		—
September 30, 2021
Interest rate lock commitments with customers	$	2,106	$	4,920	$	(5,855)	$	1,171	$	(935)	$	—
Individual forward sale commitments with investors		(553)		1,081		30		558		1,111		—

			Purchases						Net change in		Net change in
Nine Months Ended	Beginning		and		Sales and		Ending		fair value for		fair value for
September 30, 2022	Balance		Issuances		Settlements		Balance		gains/(losses) (1)		gains/(losses) (2)
Interest rate lock commitments with customers	$	757	$	2,589	$	(3,518)	$	(172)	$	(929)	$	—
Individual forward sale commitments with investors		808		5,972		(6,486)		294		(514)		—
September 30, 2021
Interest rate lock commitments with customers	$	4,024	$	19,780	$	(22,633)	$	1,171	$	(2,853)	$	—
Individual forward sale commitments with investors		(67)		534		91		558		625		—

___________________________

(1) Relating to items held at end of period included in income.

(2) Relating to items held at end of period included in other comprehensive income (loss).

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

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The following table provides estimated fair values of the Company’s financial instruments at September 30, 2022 and December 31, 2021, whether or not recognized at fair value on the Consolidated Balance Sheets:

	September 30,				December 31,
	2022				2021
Financial Assets	Carrying		Fair		Carrying		Fair
Level 1 inputs:	Amount		Value		Amount		Value
Cash and cash equivalents	$	159,797	$	159,797	$	26,491	$	26,491
Certificates of deposit at other financial institutions		4,960		4,960		10,542		10,542
Level 2 inputs:
Securities available-for-sale, at fair value		227,942		227,942		271,359		271,359
Securities held-to-maturity		8,500		7,950		7,500		8,128
Loans held for sale, at fair value		23,447		23,447		125,810		125,810
FHLB stock, at cost		13,591		13,591		4,778		4,778
Forward TBA mortgage-backed securities		1,154		1,154		53		53
Loans receivable, at fair value		14,198		14,198		16,083		16,083
Interest rate swaps		10,418		10,418		1,168		1,168
Accrued interest receivable		10,407		10,407		7,594		7,594
Level 3 inputs:
Loans receivable, gross		2,096,157		2,030,648		1,738,092		1,725,651
Servicing rights, held at lower of cost or fair value		18,470		36,457		16,970		26,070
Fair value interest rate locks with customers		—		—		757		757
Mandatory and best effort forward commitments with investors		294		294		808		808
Financial Liabilities
Level 2 inputs:
Deposits		2,083,338		2,060,539		1,915,744		1,912,498
Borrowings		260,828		260,058		42,528		43,365
Subordinated notes, excluding unamortized debt issuance costs		50,000		44,500		50,000		51,688
Accrued interest payable		1,200		1,200		766		766
Interest rate swaps		—		—		155		155
Level 3 inputs:
Fair value interest rate locks with customers		172		172		—		—

NOTE 11 - EMPLOYEE BENEFITS

Employee Stock Ownership Plan (“ESOP”)

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 518,420 shares of FS Bancorp, Inc. common stock in the open market at an average price of $5.09 per share during the second half of 2012. 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, 2021, the ESOP paid the tenth annual and

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final installment of principal in the amount of $288,000, plus accrued interest of $7,000 pursuant to the ESOP loan agreement.

All ESOP shares have been allocated as of December 31, 2021.  Compensation expense related to the ESOP was $0 for both the three and nine months ended September 30, 2022, and $439,000 and $1.3 million, for the three and nine months ended September 30, 2021, respectively.  

NOTE 12 - EARNINGS PER SHARE

The Company computes earnings per share using the two-class method, which is an earnings allocation method for computing earnings per share that treats a participating security as having rights to earnings that would otherwise have been available to common shareholders. Basic earnings per share are computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Unvested share-based awards containing non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and are included in the computation of earnings per share pursuant to the two-class method. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. For earnings per share calculations, the ESOP shares committed to be released are included as outstanding shares for both basic and diluted earnings per share.

The following table presents a reconciliation of the components used to compute basic and diluted earnings per share at or for the three and nine months ended September 30, 2022 and 2021:

	At or For the Three Months Ended September 30,				At or For the Nine Months Ended September 30,
Numerator (in thousands):	2022		2021		2022		2021
Net income	$	8,458	$	8,331	$	22,027	$	28,763
Dividends and undistributed earnings allocated to participating securities		(153)		(138)		(414)		(463)
Net income available to common shareholders	$	8,305	$	8,193	$	21,613	$	28,300
Denominator (shown as actual):
Basic weighted average common shares outstanding		7,605,360		8,129,524		7,800,390		8,256,523
Dilutive shares		102,402		240,551		122,456		297,628
Diluted weighted average common shares outstanding		7,707,762		8,370,075		7,922,846		8,554,151
Basic earnings per share	$	1.09	$	1.01	$	2.77	$	3.43
Diluted earnings per share	$	1.08	$	0.98	$	2.73	$	3.31
Potentially dilutive weighted average share options that were not included in the computation of diluted earnings per share because to do so would be anti-dilutive		84,540		23,067		62,544		7,774

NOTE 13 - STOCK-BASED COMPENSATION

Stock Options and Restricted Stock

On May 17, 2018, the shareholders of FS Bancorp, Inc. approved the 2018 Equity Incentive Plan (the “2018 Plan”) that authorized 1.3 million shares of the Company’s common stock to be awarded. The 2018 Plan provides for the grant of incentive stock options, nonqualified stock options, and up to 326,000 restricted stock awards (“RSAs”) to directors, emeritus directors, officers, employees or advisory directors of the Company.  At September 30, 2022, there were 342,096 stock option awards and 109,410 RSAs available to be granted under the 2018 Plan.  

Total share-based compensation expense was $499,000 and $1.4 million for the three and nine months ended September 30, 2022, respectively, and $402,000 and $995,000 for the three and nine months ended September 30, 2021, respectively.

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Stock Options

The 2018 Plan consists of stock option awards that may be granted as incentive stock options or nonqualified stock options.  Stock option awards generally vest at one year or three years for independent directors or over a five-year period for employees and officers with 20% vesting on the anniversary date of each grant date as long as the award recipient remains in service to the Company.  The options are exercisable after vesting for up to the remaining term of the original grant.  The maximum term of the options granted is 10 years. Any unexercised stock options will expire 10 years after the grant date or sooner in the event of the award recipient’s termination of service with the Company or the Bank.  The fair value of each stock option award is estimated on the grant date using a Black-Scholes Option pricing model that uses the following assumptions. The dividend yield is based on the current quarterly dividend in effect at the time of the grant. Historical employment data is used to estimate the forfeiture rate. The Company elected to use Staff Accounting Bulletin 107, simplified expected term calculation for the “Share-Based Payments” method permitted by the SEC to calculate the expected term. This method uses the vesting term of an option along with the contractual term, setting the expected life at 5.5 years for one-year vesting, 5.75 years for two-year vesting, 6.0 years for three-year vesting, and 6.5 years for five-year vesting.

The following table presents a summary of the Company’s stock option awards during the nine months ended September 30, 2022 (shown as actual):

				Weighted-Average
		Weighted-		Remaining
		Average		Contractual Term In	Aggregate
	Shares	Exercise Price		Years	Intrinsic Value
Outstanding at January 1, 2022	613,626	$	25.24	7.17	$	5,362,902
Granted	99,200	$	30.94	—		—
Less exercised	43,048	$	16.17	—	$	635,646
Forfeited or expired	—		—	—		—
Outstanding at September 30, 2022	669,778	$	26.67	7.00	$	2,106,211
Expected to vest, assuming a 0.31% annual forfeiture rate (1)	649,479	$	26.58	6.94	$	2,077,145
Exercisable at September 30, 2022	334,767	$	24.21	5.61	$	1,573,345

(1) Forfeiture rate has been calculated and estimated to assume a forfeiture of 3.1% of the options forfeited over 10 years.

At September 30, 2022, there was $2.2 million of total unrecognized compensation cost related to nonvested stock options granted under the 2018 plan. The cost is expected to be recognized over the remaining weighted-average vesting period of 3.4 years.  

Restricted Stock Awards

The RSAs’ fair value is equal to the value of the market price of FS Bancorp’s common stock on the grant date and compensation expense is recognized over the vesting period of the awards based on the fair value of the restricted stock. Shares for the 2018 Plan generally vest at one year or three years for independent directors or over a five-year period for employees and officers beginning on the grant date. Any unvested RSAs will expire after vesting or sooner in the event of the award recipient’s termination of service with the Company or the Bank.

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The following table presents a summary of the Company’s nonvested awards during the nine months ended September 30, 2022 (shown as actual):

		Weighted-Average
		Grant-Date Fair Value
Nonvested Shares	Shares	Per Share
Nonvested at January 1, 2022	121,672	$	28.02
Granted	35,050		—
Less vested	38,192		28.12
Forfeited or expired	—		—
Nonvested at September 30, 2022	118,530	$	28.85

At September 30, 2022, there was $3.3 million of total unrecognized compensation cost related to nonvested shares granted under the 2018 Plan as RSAs. The cost is expected to be recognized over the remaining weighted-average vesting period of 3.4 years.

NOTE 14 - REGULATORY CAPITAL

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

As of September 30, 2022, the Company opted to discontinue the community bank leverage ratio (“CBLR”) framework and return to the former risk-based capital adequacy framework to be well capitalized under prompt corrective action provisions.  The CBLR calculated for the Bank at December 31, 2021 was 12.2%.   At December 31, 2021, the Bank was considered well capitalized under the CBLR framework with Tier 1 capital of $270.8 million and a minimum Tier 1 capital requirement of $189.3 million.

Under the risk-based capital adequacy framework, 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 September 30, 2022, 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 September 30, 2022, that the Bank met all capital adequacy requirements.

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The following table compares the Bank’s actual capital amounts and ratios at September 30, 2022 to their minimum regulatory capital requirements and well capitalized regulatory capital at that date (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 September 30, 2022
Total risk-based capital
(to risk-weighted assets)	$	316,916	13.73	%	$	184,670	8.00	%	$	242,380	10.50	%	$	230,838	10.00	%
Tier 1 risk-based capital
(to risk-weighted assets)	$	288,053	12.48	%	$	138,503	6.00	%	$	196,212	8.50	%	$	184,670	8.00	%
Tier 1 leverage capital
(to average assets)	$	288,053	11.54	%	$	99,810	4.00	%	$	N/A	N/A		$	124,763	5.00	%
CET 1 capital
(to risk-weighted assets)	$	288,053	12.48	%	$	103,877	4.50	%	$	161,587	7.00	%	$	150,045	6.50	%

In addition to the minimum CET 1, Tier 1, total capital, and leverage ratios, the Bank is required to maintain a capital conservation buffer consisting of additional CET 1 capital greater than 2.5% of risk-weighted assets 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. At September 30, 2022, the Bank’s capital conservation buffer was 2.5%.

FS Bancorp, Inc. is a bank holding company registered with the Federal Reserve. Bank holding companies are subject to capital adequacy requirements of the Federal Reserve under the Bank Holding Company Act of 1956, as amended, and the regulations of the Federal Reserve.  Bank holding companies with less than $3.0 billion in assets are generally not subject to compliance with the Federal Reserve’s capital regulations, which are generally the same as the capital regulations applicable to the Bank. The Federal Reserve has a policy that a bank holding company is required to serve as a source of financial and managerial strength to the holding company’s subsidiary bank and expects the holding company’s subsidiary bank to be well capitalized under the prompt corrective action regulations. If FS Bancorp, Inc. was subject to regulatory guidelines for bank holding companies with $3.0 billion or more in assets at September 30, 2022, FS Bancorp, Inc. would have exceeded all regulatory capital requirements. For informational purposes, the regulatory capital ratios calculated for FS Bancorp, Inc. at September 30, 2022 were 9.8% for Tier 1 leverage-based capital, 10.6% for Tier 1 risk-based capital, 14.0% for total risk-based capital, and 10.6% for CET 1 capital ratio.  The Tier 1 leverage-based capital ratio calculated for FS Bancorp, Inc. at December 31, 2021 was 10.8% under the CBLR framework.

NOTE 15 - BUSINESS SEGMENTS

The Company’s business segments are determined based on the products and services provided, as well as the nature of the related business activities, and they reflect the manner in which financial information is currently evaluated by management. This process is dynamic and is based on management’s current view of the Company’s operations and is not necessarily comparable with similar information for other financial institutions. The Company defines its business segments by product type and customer segment which it has organized into two lines of business: commercial and consumer banking and home lending.

The Company uses various management accounting methodologies to assign certain income statement items to the responsible operating segment, including:

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

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

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

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

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

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

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

Commercial and Consumer Banking Segment

The commercial and consumer banking segment provides diversified financial products and services to our commercial and consumer customers through Bank branches, automated teller machines (“ATM”), online banking platforms, mobile banking apps, and telephone banking. These products and services include deposit products; residential, consumer, business and commercial real estate lending portfolios and cash management services. The Company originates consumer loans, commercial and multi-family real estate loans, construction loans for residential and multi-family construction, and commercial business loans. At September 30, 2022, the Company’s retail deposit branch network consisted of 21 branches in the Pacific Northwest. This segment is also responsible for the management of the investment portfolio and other assets of the Bank.

Home Lending Segment

The home lending segment originates one-to-four-family residential mortgage loans primarily for sale in the secondary markets as well as  loans held for investment. The majority of mortgage loans are sold to or securitized by FNMA, FHLMC, GNMA, or the FHLB of Des Moines, while the Company generally retains the right to service these loans. Loans originated under the guidelines of the Federal Housing Administration or FHA, US Department of Veterans Affairs or VA, and United States Department of Agriculture or USDA are generally sold servicing released to a correspondent bank or mortgage company. The Company has the option to sell loans on a servicing-released or servicing-retained basis to securitizers and correspondent lenders. A small percentage of its loans are brokered to other lenders. On occasion, the Company may sell a portion of its MSR portfolio and may sell small pools of loans initially originated to be held in the loan portfolio. The Company manages the loan funding and the interest rate risk associated with the secondary market loan sales and the retained one-to-four-family mortgage servicing rights within this business segment. One-to-four-family loans originated for investment and held in this segment 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 on the factors mentioned above within each segment for the three and nine months ended September 30, 2022 and 2021:

	At or For the Three Months Ended September 30, 2022
Condensed income statement:	Commercial and Consumer Banking		Home Lending		Total
Net interest income (1)	$	24,620	$	2,907	$	27,527
(Provision) benefit for credit losses (2)		(1,811)		93		(1,718)
Noninterest income		3,314		867		4,181
Noninterest expense		(14,471)		(4,867)		(19,338)
Income (loss) before (provision) benefit for income taxes		11,652		(1,000)		10,652
(Provision) benefit for income taxes		(2,400)		206		(2,194)
Net income (loss)	$	9,252	$	(794)	$	8,458
Total average assets for period ended	$	2,072,614	$	427,368	$	2,499,982
Full-time employees ("FTEs")		389		140		529

	At or For the Three Months Ended September 30, 2021
Condensed income statement:	Commercial and Consumer Banking		Home Lending		Total
Net interest income (1)	$	20,377	$	2,278	$	22,655
(Provision) benefit for loan losses (2)		(1,986)		1,986		—
Noninterest income		1,959		6,439		8,398
Noninterest expense		(14,404)		(5,612)		(20,016)
Income before provision for income taxes		5,946		5,091		11,037
Provision for income taxes		(1,462)		(1,244)		(2,706)
Net income	$	4,484	$	3,847	$	8,331
Total average assets for period ended	$	1,799,890	$	417,763	$	2,217,653
FTEs		373		154		527

	At or For the Nine Months Ended September 30, 2022
	Commercial
	and Consumer
Condensed income statement:	Banking		Home Lending		Total
Net interest income (1)	$	66,983	$	7,995	$	74,978
Provision for loan losses (2)		(3,727)		(905)		(4,632)
Noninterest income		7,944		6,468		14,412
Noninterest expense		(42,878)		(14,456)		(57,334)
Income (loss) before provision for income taxes		28,322		(898)		27,424
(Provision) benefit for income taxes		(5,583)		186		(5,397)
Net income (loss)	$	22,739	$	(712)	$	22,027
Total average assets for period ended	$	1,972,376	$	403,990	$	2,376,366
FTEs		389		140		529

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	At or For the Nine Months Ended September 30, 2021
	Commercial
	and Consumer
Condensed income statement:	Banking		Home Lending		Total
Net interest income (1)	$	57,829	$	6,146	$	63,975
(Provision) benefit for loan losses (2)		(3,045)		1,545		(1,500)
Noninterest income		6,546		23,072		29,618
Noninterest expense		(41,151)		(14,132)		(55,283)
Income before provision for income taxes		20,179		16,631		36,810
Provision for income taxes		(4,411)		(3,636)		(8,047)
Net income	$	15,768	$	12,995	$	28,763
Total average assets for period ended	$	1,771,216	$	402,693	$	2,173,909
FTEs		373		154		527

(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.

(2) Provision for credit losses as calculated using the CECL method in 2022 and provision for loan losses as calculated using the previous incurred loss method in 2021.  The change in methodology reflects shifts in allocation between segments due to various changes, to include adjustments to qualitative factors, changes in loan balances, and charge-off and recovery activity.

NOTE 16 - GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill and certain other intangibles generally arise from business combinations accounted for under the acquisition method of accounting.  Goodwill totaled $2.3 million at September 30, 2022 and December 31, 2021, and represents the excess of the total acquisition price paid over the fair value of the assets acquired, net of the fair values of liabilities assumed as a result of the purchase of four retail bank branches (“Branch Purchase”) from Bank of America on January 22, 2016.  Goodwill is not amortized but is evaluated for impairment on an annual basis at December 31 of each year or whenever events or changes in circumstances indicate the carrying value may not be recoverable. The Company performed an impairment analysis at December 31, 2021, and determined that no impairment of goodwill existed. However, if adverse economic conditions or the decrease in the Company’s stock price and market capitalization as a result of the COVID-19 pandemic were to be deemed sustained rather than temporary, it may significantly affect the fair value of our goodwill.  Accordingly, no assurances can be given that the Company will not record an impairment loss on goodwill in the future.

Core deposit intangible (“CDI”) is evaluated for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable, with any changes in estimated useful life accounted for prospectively over the revised remaining life.  As of September 30, 2022, management believes that there have been no events or changes in the circumstances that would indicate a potential impairment of CDI.

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The following table summarizes the changes in the Company’s other intangible assets comprised solely of CDI for the year ended December 31, 2021, and the nine months ended September 30, 2022.

	Other Intangible Assets
			Accumulated
	Gross CDI		Amortization		Net CDI
Balance, December 31, 2020	$	7,490	$	(2,739)	$	4,751
Amortization		—		(691)		(691)
Balance, December 31, 2021		7,490		(3,430)		4,060
Amortization		—		(518)		(518)
Balance, September 30, 2022	$	7,490	$	(3,948)	$	3,542

The CDI represents the fair value of the intangible core deposit base acquired in business combinations. The CDI will be amortized on a straight-line basis over 10 years for the CDI related to the Anchor Bank acquisition in November 2018 (“Anchor Acquisition”) and on an accelerated basis over approximately nine years for the CDI related to the Branch Purchase. Total amortization expense was $173,000 and $518,000 for the three and nine months ended September 30, 2022, respectively, and $177,000 and $531,000 for the same periods, respectively, in 2021.

Amortization expense for CDI is expected to be as follows at September 30, 2022:

Remainder of 2022	$	173
2023		691
2024		621
2025		525
2026		525
Thereafter		1,007
Total	$	3,542

NOTE 17 - REVENUE FROM CONTRACTS WITH CUSTOMERS

Revenue Recognition

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

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All the Company’s revenue from contracts with customers in-scope of ASC 606 is recognized in noninterest income and included in our commercial and consumer banking segment.  The following table presents noninterest income, segregated by revenue streams in-scope and out-of-scope of Topic 606, for the three and nine months ended September 30, 2022 and 2021.

	At or For the Three Months Ended September 30,				At or For the Nine Months Ended September 30,
Noninterest income	2022		2021		2022		2021
In-scope of Topic 606:
Debit card interchange fees	$	575	$	585	$	1,702	$	1,685
Deposit service and account maintenance fees		237		192		678		538
Noninterest income (in-scope of Topic 606)		812		777		2,380		2,223
Noninterest income (out-of-scope of Topic 606)		3,369		7,621		12,032		27,395
Total noninterest income	$	4,181	$	8,398	$	14,412	$	29,618

Deposit Fees

The Bank earns fees from its deposit customers for account maintenance, transaction-based services, and overdraft charges.  Account maintenance fees consist primarily of account fees and analyzed account fees charged on deposit accounts on a monthly basis.  The performance obligation is satisfied and the fees are recognized on a monthly basis as the service period is completed. Transaction-based fees on deposit accounts are charged to deposit customers for specific services provided to the customer, such as wire fees, as well as charges against the account, such as fees for non-sufficient funds and overdrafts. The performance obligation is completed as the transaction occurs and the fees are recognized at the time each specific service is provided to the customer.  

Debit Interchange Income

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

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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:

● potential adverse impacts to economic conditions in the Company’s local market areas, other markets where the Company has lending relationships, or other aspects of the Company’s business operations or financial markets, including, without limitation, as a result of employment levels; labor shortages, the effects of inflation, a potential recession or slowed economic growth caused by increasing political instability from acts of war, including Russia’s invasion of Ukraine, as well as increasing oil prices and supply chain disruptions, and any governmental or societal response to the COVID-19 pandemic, including the possibility of new COVID-19 variants;

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

● secondary market conditions and our ability to originate loans for sale and sell loans in the secondary market;

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

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

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

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

● uncertainty regarding the future of the London Interbank Offered Rate (“LIBOR”), and the transition away from LIBOR toward new interest rate benchmarks;

● increased competitive pressures among financial services companies;

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

● our ability to attract and retain deposits;

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

● 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 changes in banking, securities and tax law, and in regulatory policies and principles, or the interpretation of regulatory capital or other rules, and other governmental initiatives affecting the financial services industry ;

● our ability to pay dividends on our common stock;

● the quality and composition of our securities portfolio and the impact of any adverse changes in the securities markets;

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

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● costs and effects of litigation, including settlements and judgments;

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

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

● the effects of natural disasters, pandemics, epidemics and other public health crises, acts of war or terrorism, and other external events on our business; 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 (“SEC”).

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 1907. Originally chartered as a credit union, known as Washington’s Credit Union, the credit union served various select employment groups. On April 1, 2004, the credit union converted to a Washington state-chartered mutual savings bank. On July 9, 2012, the Bank converted from mutual to stock ownership and became the wholly owned subsidiary of FS Bancorp, Inc.

The Company is relationship-driven, delivering banking and financial services to local families, local and regional businesses and industry niches within distinct Western Washington communities, predominately the Puget Sound area, one loan production office located in the Tri-Cities, and our newest loan production office in Vancouver, Washington.

The Company also maintains its long-standing indirect consumer lending platform which operates primarily throughout the West Coast. The Company emphasizes long-term relationships with families and businesses within the communities served, working with them to meet their financial needs. The Company is also actively involved in community activities and events within these market areas, which further strengthens our relationships within those markets.

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

● Growing and diversifying our loan portfolio;

● Maintaining strong asset quality;

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

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

● Expanding the Company’s markets.

The Company is a diversified lender with a focus on the origination of one-to-four-family loans, commercial real estate mortgage loans, second mortgage or home equity loan products, consumer loans including indirect home improvement (“fixture secured”) loans which also include solar-related home improvement loans, marine lending, and commercial business loans. As part of our expanding lending products, the Company additionally offers residential mortgage and commercial construction warehouse lending consistent with our business plan to further diversify revenues.  Historically, consumer loans, in particular, fixture secured loans had represented the largest portion of the Company’s loan portfolio and had traditionally been the mainstay of the Company’s lending strategy.  At September 30, 2022 consumer loans

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represented 24.6% of the Company’s total gross loan portfolio, compared to 24.1% at September 30, 2021.  In recent years, the Company has placed more of an emphasis on real estate lending products, such as one-to-four-family loans, commercial real estate loans, including speculative residential construction loans, as well as commercial business loans, while growing the current size of the consumer loan portfolio.

Fixture secured loans to finance window, gutter, siding replacement, solar panels, spas, and other improvement renovations are a large and regionally expanding segment of the consumer loan portfolio. These fixture secured consumer loans are dependent on the Bank’s contractor/dealer network of 108 active dealers located throughout Washington, Oregon, California, Idaho, Colorado, Nevada, Arizona, Minnesota, and recently, Texas, Utah, Massachusetts, and Montana with four contractor/dealers responsible for 47.2% of the funded loans dollar volume for the three months ended September 30, 2022. The Company funded $88.4 million, or approximately 4,000 loans during the quarter ended September 30, 2022.

The following table details fixture secured loan originations by state for the periods indicated:

(Dollars in thousands)	For the Nine Months Ended				For the Year Ended
	September 30, 2022				December 31, 2021
State	Amount		Percent		Amount		Percent
Washington	$	81,364	34.6	%	$	92,125	40.6	%
Oregon		52,763	22.4			48,315	21.3
California		43,819	18.7			46,492	20.5
Idaho		18,011	7.7			19,790	8.7
Colorado		11,250	4.8			7,956	3.5
Arizona		3,646	1.5			4,294	1.9
Nevada		3,284	1.4			3,664	1.6
Minnesota		18,999	8.1			4,418	1.9
Texas		138	0.1			—	—
Utah		1,324	0.6			—	—
Massachusetts		86	—			—	—
Montana		193	0.1			—	—
Total fixture secured loans	$	234,877	100.0	%	$	227,054	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 $193.7 million of one-to-four-family loans which includes loans held for sale, loans held for investment, and fixed seconds in addition to loans brokered to other institutions of $2.7 million through the home lending segment during the three months ended September 30, 2022, of which $142.3 million were sold to investors. Of the loans sold to investors, $76.8 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 September 30, 2022, one-to-four-family residential mortgage loans held for investment, which excludes loans held for sale of $23.4 million, totaled $429.2 million, or 20.3%, of the total gross loan portfolio.

For the three months ended September 30, 2022, there were less one-to-four-family loans originated to finance home purchases due to higher interest rates and decreased refinance activity reflecting less benefit of refinancing with increased market interest rates, compared to the same period in the prior year when refinances surged due to the lowering of market interest rates in response to COVID-19.  Residential construction and development lending, while not as common as other loan origination options like one-to-four-family loans, will continue to be an important element in our total loan portfolio, and we will continue to take a disciplined approach by concentrating our efforts on loans to builders and developers in our market areas known to us. These short-term loans typically mature in six to eighteen 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

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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 credit losses, service charges and fees, gains from sales of assets, operating expenses and income taxes.  The Company recorded a provision for credit losses on loans of $2.0 million for the three months ended September 30, 2022, compared to no provision for loan losses for the same period one year ago, primarily due to the increase in total loans receivable and increased reserves on individually evaluated nonaccrual commercial business loans.

Summary of 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 Credit Losses on Loans. The ACLL is the amount estimated by management as necessary to cover expected losses inherent in the loan portfolio at the balance sheet date. The ACLL 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 ACLL. Among the material estimates required to establish the ACLL 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 ACLL at least quarterly and establishes the provision for loan losses based upon an evaluation of the portfolio, past loss experience, current economic conditions, reasonable and supportable forecasts, 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 ACLL, future adjustments to the ACLL 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 ACLL in any given period. Management believes that its systematic methodology continues to be appropriate. In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments, referred to as the Current Expected Credit Loss or CECL model, which was early adopted by the Company and effective January 1, 2022. For additional information on CECL see “Note 1 - Basis of Presentation and Summary of Significant Accounting Policies - Application of New Accounting Guidance Adopted in 2022” of the Notes to the Consolidated Financial Statements included in Part I. Item 1 of this report.

Servicing Rights. Servicing assets are recognized as separate assets when rights are acquired through the purchase or through the sale of financial assets. Generally, purchased servicing rights are capitalized at the cost to acquire the rights. For sales of mortgage loans, the value of MSR is capitalized during the month of sale. Fair value is based on market prices for comparable mortgage contracts, when available, or alternatively, is based on a valuation model that calculates the present value of estimated future net servicing income. The valuation model incorporates assumptions that market participants would use in estimating future net servicing income, such as the cost to service, the discount rate, the custodial earnings rate, an inflation rate, ancillary income, prepayment speeds, and default rates and losses.

Servicing assets are evaluated quarterly for impairment based upon the fair value of the rights as compared to amortized cost. Impairment is determined by stratifying rights into tranches based on predominant characteristics, such as interest rate, loan type, and investor type. Impairment is recognized through a valuation allowance for an individual tranche, to the

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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. Fair values for derivative assets and liabilities are measured on a recurring basis. The Company’s primary use of derivative instruments is related to the 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 on the Consolidated Statements of Income with offsets to other assets or other liabilities on the Consolidated Balance Sheets.

Derivative instruments not related to mortgage banking activities primarily relate to interest rate swap agreements accounted for as cash flow hedges and fair value hedges. To qualify for hedge accounting, derivatives must be highly effective at reducing the risk associated with the exposure being hedged and must be designated as a hedge at the inception of the derivative contract. If derivative instruments are designated as cash flow hedges, or fair value hedges of available-for-sale securities, fair value adjustments related to the effective portion are recorded in other comprehensive income and are reclassified to earnings when the hedged transaction is reflected in earnings. Ineffective portions of cash flow hedges are reflected in earnings as they occur. Actual cash receipts and/or payments and related accruals on derivatives related to hedges are recorded as adjustments to the interest income or interest expense associated with the hedged item. During the life of the hedge, the Company formally assesses whether derivatives designated as hedging instruments continue to be highly effective in offsetting changes in the fair value or cash flows of hedged items. If it is determined that a hedge has ceased to be highly effective, the Company will discontinue hedge accounting prospectively. At such time, previous adjustments to the carrying value of the hedged item are reversed into current earnings and the derivative instrument is reclassified to a trading position recorded at fair value. For derivatives not designated as hedges, changes in fair value are recognized in earnings, in noninterest income.

Fair Value. ASC 820, “Fair Value Measurements and Disclosures,” establishes a hierarchical disclosure framework associated with the level of pricing observability utilized in measuring financial instruments at fair value.  The degree of judgment utilized in measuring the fair value of financial instruments generally correlates to the level of pricing observability. Financial instruments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of pricing observability and a lesser degree of judgment utilized in measuring fair value.  Conversely, financial instruments rarely traded or not quoted will generally have little or no pricing observability and a higher degree of judgment utilized in measuring fair value.  Pricing observability is impacted by a number of factors, including the type of financial instrument, whether the financial instrument is new to the market and not yet established and the characteristics specific to the transaction.  The objective of a fair value measurement is to estimate the price at which an orderly transaction to sell the asset or to transfer the liability would take place between market participants at the measurement date under current market conditions (that is, an exit price at the measurement date from the perspective of a market participant that holds the asset or owes the liability).  For additional details, see “Note 10 - Fair Value Measurements” of the Notes to Consolidated Financial Statements included in Part I. Item 1 of this report.

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

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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 assets and liabilities occur when taxable income is larger or smaller than reported income on the income statements due to accounting valuation methods that differ from tax, as well as tax rate estimates and payments made quarterly and adjusted to actual at the end of the year.  Deferred tax assets and liabilities are temporary differences deductible or payable in future periods.  The Company had net deferred tax assets of $6.6 million and net deferred tax liabilities of $1.2 million, at September 30, 2022 and December 31, 2021, respectively.

Comparison of Financial Condition at September 30, 2022 and December 31, 2021

Assets. Total assets increased $365.7 million to $2.65 billion at September 30, 2022, compared to $2.29 billion at December 31, 2021, primarily due to increases in loans receivable, net of $355.4 million, total cash and cash equivalents of $133.3 million, FHLB stock of $8.8 million, other assets of $7.7 million, and deferred tax asset, net of $6.6 million,  partially offset by decreases in loans held for sale of $102.4 million, securities available-for-sale of $43.4 million, and certificates of deposit at other financial institutions of $5.6 million.

Loans receivable, net increased $355.4 million to $2.08 billion at September 30, 2022, from $1.73 billion at December 31, 2021. Total real estate loans increased $262.4 million, including increases in construction and development loans of $94.6 million, one-to-four-family loans of $63.1 million commercial real estate loans of $46.5 million, multi-family loans of $45.6 million, and home equity loans of $12.7 million. Undisbursed construction and development loan commitments increased $62.8 million to $245.1 million at September 30, 2022, as compared to $182.3 million at December 31, 2021. Consumer loans increased $96.5 million, primarily due to an increase of $111.2 million in indirect home improvement loans, partially offset by a decrease of $14.7 million in marine loans, primarily due to the sale of a pool of marine loans (servicing released) totaling $25.6 million during the quarter.  The Company also sold $12.9 million of one-to-four-family portfolio loans during the quarter. Commercial business loans decreased $2.7 million, as a result of a decrease in warehouse lending of $5.2 million, partially offset by an increase in commercial and industrial lending of $2.5 million.  

Loans held for sale, consisting of one-to-four-family loans, decreased by $102.4 million, or 81.4%, to $23.4 million at September 30, 2022, from $125.8 million at December 31, 2021. The Company continues to invest in its home lending operations and strategically add production staff in the markets we serve.  

One-to-four-family loan originations for the nine months ended September 30, 2022, included $512.0 million of loans originated for sale, $176.2 million of portfolio loans including first and second liens, and $9.4 million of loans brokered to other institutions.  The decrease in purchase and refinance activity compared to the same period last year reflects a limited available inventory of homes for sale and increased market interest rates adversely impacting refinance activity.

Originations of one-to-four-family loans to purchase and to refinance a home for the periods indicated were as follows:

(Dollars in thousands)	For the Nine Months Ended				For the Nine Months Ended				Year		Year
	September 30, 2022				September 30, 2021				over Year		over Year
	Amount		Percent		Amount		Percent		$ Change		% Change
Purchase	$	549,259	78.7	%	$	682,181	56.3	%	$	(132,922)	(19.5)
Refinance		148,335	21.3			529,705	43.7			(381,370)	(72.0)
Total	$	697,594	100.0	%	$	1,211,886	100.0	%	$	(514,292)	(42.4)

During the nine months ended September 30, 2022, the Company sold $639.0 million of one-to-four-family loans compared to sales of $1.11 billion for the same period one year ago.  Gross margin on home loan sales decreased to 2.85% for the nine months ended September 30, 2022, compared to 4.05% for the nine months ended September 30, 2021.  Gross margin is defined as the margin on loans sold (cash sales) without the impact of deferred costs.

The ACLL was $26.4 million, or 1.25% of gross loans receivable, excluding loans held for sale at September 30, 2022, compared to $25.6 million, or 1.46% of gross loans receivable, excluding loans held for sale at December 31, 2021. The

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increase was primarily due to an increase in the provision for credit losses on loans of $4.5 million during the period due to loan growth, partially offset by the one-time cumulative-effect adjustment of $2.9 million as of the CECL adoption date.

Loans classified as substandard decreased $1.5 million to $16.6 million at September 30, 2022, compared to $18.1 million at December 31, 2021. The decrease was primarily due to decreases of $2.5 million in commercial and industrial loans and $1.6 million in one-to-four-family loans, partially offset by an increase of $2.6 million in commercial real estate loans. Nonperforming loans, consisting solely of nonaccruing loans 90 days or more past due, increased $2.4 million to $8.2 million at September 30, 2022, from $5.8 million at December 31, 2021, primarily due to a $2.0 million increase in commercial business loans.  The ratio of nonperforming loans to total gross loans was 0.39% at September 30, 2022, compared to 0.33% at December 31, 2021. There was one OREO property in the amount of $145,000 at September 30, 2022, compared to none at December 31, 2021.

Liabilities. Total liabilities increased $392.7 million to $2.43 billion at September 30, 2022, from $2.04 billion at December 31, 2021, primarily due to increases of $218.3 million in borrowings and $167.6 million in deposits.

Total deposits increased $167.6 million to $2.08 billion at September 30, 2022, from $1.92 billion at December 31, 2021. The increase in deposits was primarily driven by growth in certificates of deposit (“CDs”). Time deposits increased $189.6 million to $550.3 million at September 30, 2022, from $360.7 million at December 31, 2021. Nonretail CDs which include brokered CDs, online CDs, and public funds increased $170.2 million to $284.4 million at September 30, 2022, compared to $114.2 million at December 31, 2021, primarily due to a $159.0 million increase in brokered CDs. Transactional accounts (noninterest-bearing checking, interest-bearing checking, and escrow accounts) decreased $79.2 million to $729.6 million at September 30, 2022, from $808.8 million at December 31, 2021, primarily due to a decrease of $80.1 million in interest-bearing checking.  Money market and savings accounts increased $57.2 million to $803.5 million at September 30, 2022, from $746.3 million at December 31, 2021.

Deposits are summarized as follows at the dates indicated:

	September 30,		December 31,
	2022 (1)(2)		2021 (1)(2)
Noninterest-bearing checking (7)	$	555,753	$	564,360
Interest-bearing checking (3)(7)		147,968		228,024
Savings		143,612		193,922
Money market (4)		659,861		552,357
Certificates of deposit less than $100,000 (5)		345,227		186,974
Certificates of deposit of $100,000 through $250,000		133,429		116,206
Certificates of deposit of $250,000 and over (6)		71,629		57,512
Escrow accounts related to mortgages serviced		25,859		16,389
Total	$	2,083,338	$	1,915,744

(1) Includes $145.3 million of deposits at September 30, 2022 from the Branch Purchase and $150.7 million at December 31, 2021.

(2) Includes $251.5 million and $281.8 million of deposits at September 30, 2022 and December 31, 2021, respectively, from the Anchor Acquisition.

(3) Includes $1.2 million and $90.0 million of brokered deposits at September 30, 2022 and December 31, 2021, respectively.

(4) Includes $66.8 million and $5.0 million of brokered deposits at September 30, 2022 and December 31, 2021, respectively.

(5) Includes $256.6 million and $97.6 million of brokered deposits at September 30, 2022 and December 31, 2021, respectively.

(6) Time deposits that meet or exceed the FDIC insurance limit

(7) Prior presentation of interest-bearing checking balances was revised due to misclassification of certain checking products in previous periods.  As a result of the misclassification, interest-bearing checking balances totaling $121.2 million as of December 31, 2021, were reclassified to noninterest-bearing checking for comparative purposes.  Balances as of the dates and average values included herein have been revised to reflect the reclassification.

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Borrowings comprised of FHLB advances increased $218.3 million to $260.8 million at September 30, 2022, from $42.5 million at December 31, 2021, primarily due to funds needed to support loan growth.

Management entered into two liability interest rate swap arrangements designated as cash flow hedges in the first quarter of 2020 and one liability interest rate swap arrangement in the third quarter of 2020 to lock the expense costs associated with $90.0 million in brokered deposits and borrowings.  The average cost of these $90.0 million in notional pay fixed interest rate swap agreements was 73 basis points for which the Bank will pay a fixed rate of 73 basis points to the interest rate swap counterparty, compared to the quarterly reset of three-month LIBOR that will adjust quarterly. Management entered into two asset interest rate swap arrangements designated as fair value hedges in the second quarter of 2022 to offset changes in the fair value of $60.0 million in available for sale securities due to rising interest rates.  The average cost of these $60.0 million in notional pay fixed interest rate swap agreements was 256 basis points for which the Bank will pay a fixed rate of 256 basis points to the interest rate swap counterparty, compared to receiving the monthly reset of SOFR.  Management will continue to implement processes to match balance sheet funding duration and minimize interest rate risk and costs.

Stockholders’ Equity. Total stockholders’ equity decreased $27.0 million to $220.5 million at September 30, 2022, from $247.5 million at December 31, 2021. The decrease in stockholders’ equity during the nine months ended September 30, 2022, was primarily due to net unrealized losses in securities available-for-sale of $36.9 million, net of tax, reflecting increases in market interest rates during the period, share repurchases totaling $16.4 million, and dividends paid of $5.6 million, partially offset by net income of $22.0 million, and unrealized gains on cash flow and fair value hedges of $7.4 million, net of tax.  In addition, the adoption of CECL on January 1, 2022, resulted in a $297,000 increase to retained earnings reflecting the combined impact of the $2.9 million decrease to our ACLL and a $2.4 million increase to the allowance for credit losses - unfunded commitments as of the adoption date.  The Company repurchased 550,680 shares of its common stock during the nine months ended September 30, 2022, at an average price of $29.85 per share. Book value per common share was $29.07 at September 30, 2022, compared to $30.75 at December 31, 2021.

We calculated book value based on common shares outstanding of 7,704,373 at September 30, 2022, less 118,530 unvested restricted stock shares for the reported common shares outstanding of 7,585,843. Common shares outstanding was calculated using 8,169,887 shares at December 31, 2021, less 121,672 unvested restricted stock shares for the reported common shares outstanding of 8,048,215.

Comparison of Results of Operations for the Three Months Ended September 30, 2022 and 2021

General. Net income was $8.5 million for the three months ended September 30, 2022, and $8.3 million for the three months ended September 30, 2021.  The increase in net income for the three months ended September 30, 2022 was primarily due to a $4.9 million, or 21.5% increase in net interest income, a $678,000 decrease in noninterest expense, and a $512,000 decrease in provision for income tax expense, partially offset by a $4.2 million decrease in noninterest income and a $1.7 million increase in provision for credit losses.

Average Balances, Interest and Average Yields/Cost

The following table sets forth for the periods indicated, information regarding average balances of assets and liabilities, as well as the total dollar amounts of interest income from average interest-earning assets and interest expense on average interest-bearing liabilities, resultant yields, interest rate spread, net interest margin (otherwise known as net yield on interest-earning assets), and the ratio of average interest-earning assets to average interest-bearing liabilities. Also presented is the weighted average yield on interest-earning assets, rates paid on interest-bearing liabilities and the resultant spread at for the periods presented. Income and all average balances are monthly average balances. Nonaccruing loans

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have been included in the table as loans carrying a zero yield.  The yields on tax-exempt municipal bonds have not been computed on a tax equivalent basis.

(Dollars in thousands)	For the Three Months Ended					For the Three Months Ended
	September 30, 2022					September 30, 2021
Average Balances	Average Balance Outstanding		Interest Earned/ Paid		Yield/ Rate	Average Balance Outstanding		Interest Earned/ Paid		Yield/ Rate
ASSETS
Loans receivable, net and loans held for sale (1)	$	2,083,561	$	29,563	5.63%	$	1,776,424	$	23,520	5.25%
Taxable mortgage-backed securities		83,981		440	2.08%		79,264		427	2.14%
Taxable AFS investment securities		61,052		301	1.96%		63,644		318	1.98%
Tax-exempt AFS investment securities		131,973		633	1.90%		105,271		479	1.81%
Taxable HTM investment securities		8,500		108	5.04%		7,500		95	5.03%
FHLB stock		7,924		113	5.66%		4,973		56	4.47%
Interest-bearing deposits at other financial institutions		29,080		146	1.99%		87,440		112	0.51%
Total interest-earning assets		2,406,071		31,304	5.16%		2,124,516		25,007	4.67%
Noninterest-earning assets		93,911					93,137
Total assets	$	2,499,982				$	2,217,653
LIABILITIES AND STOCKHOLDERS' EQUITY
Savings and money market	$	829,460	$	1,303	0.62%	$	678,738	$	348	0.20%
Interest-bearing checking		153,054		100	0.26%		160,953		56	0.14%
Certificates of deposit		475,533		1,193	1.00%		466,855		1,225	1.04%
Borrowings		119,150		696	2.32%		42,528		227	2.12%
Subordinated notes		49,434		485	3.89%		49,367		496	3.99%
Total interest-bearing liabilities		1,626,631		3,777	0.92%		1,398,441		2,352	0.67%
Noninterest-bearing accounts		588,492					550,884
Other noninterest-bearing liabilities		32,654					29,224
Stockholders’ equity		252,205					239,104
Total liabilities and stockholders’ equity	$	2,499,982				$	2,217,653
Net interest income			$	27,527				$	22,655
Net interest rate spread					4.24%					4.00%
Net earning assets	$	779,440				$	726,075
Net interest margin					4.54%					4.23%
Average interest-earning assets to average interest-bearing liabilities		147.92%					151.92%

(1) Includes recognized “net” deferred PPP fees.

Net Interest Income. Net interest income increased $4.9 million to $27.5 million for the three months ended September 30, 2022, from $22.7 million for the three months ended September 30, 2021. This comparable quarter over quarter increase was primarily the result of an improved mix of loans versus other interest-earning assets and increased balances in higher yielding loans. Interest income increased $6.3 million, primarily due to an increase of $6.0 million in interest income on loans receivable, including fees, impacted primarily by loan growth.  Interest expense increased $1.4 million, primarily as a result of higher interest rates and an increase in borrowings. For the three months ended September 30, 2022, the total recognition of net deferred fees on forgiven and amortizing PPP loans was $28,000, as compared to $823,000 for the three months ended September 30, 2021.

The net interest margin (“NIM”) increased 31 basis points to 4.54% for the three months ended September 30, 2022, from 4.23% for the same quarter in the prior year.  The comparable quarter over quarter increase in NIM was impacted by new loan originations at higher interest rates, variable rate interest-earning assets repricing following recent increases in market

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interest rates, and an improved asset mix of higher yielding assets as low yielding excess cash funded higher yielding loans.  

Interest Income. Interest income for the three months ended September 30, 2022, increased $6.3 million, to $31.3 million, from $25.0 million for the three months ended September 30, 2021. The increase during the period was primarily attributable to the $281.6 million increase in the average balance of total interest-earning assets and the 49 basis point increase in the average yield of total interest-earning assets.

The following table compares average earning asset balances, associated yields, and resulting changes in interest income for the three months ended September 30, 2022 and 2021:

(Dollars in thousands)	Three Months Ended September 30,
	2022				2021				Increase/
	Average				Average				(Decrease)
	Balance		Yield/		Balance		Yield/		in Interest
	Outstanding		Rate		Outstanding		Rate		Income
Loans receivable, net and loans held for sale	$	2,083,561	5.63	%	$	1,776,424	5.25	%	$	6,043
Taxable mortgage-backed securities		83,981	2.08			79,264	2.14			13
Taxable AFS investment securities		61,052	1.96			63,644	1.98			(17)
Tax-exempt AFS investment securities		131,973	1.90			105,271	1.81			154
Taxable HTM investment securities		8,500	5.04			7,500	5.03			13
FHLB stock		7,924	5.66			4,973	4.47			57
Interest-bearing deposits at other financial institutions		29,080	1.99			87,440	0.51			34
Total interest-earning assets	$	2,406,071	5.16	%	$	2,124,516	4.67	%	$	6,297

Interest Expense. Interest expense increased $1.4 million to $3.8 million for the three months ended September 30, 2022, from $2.4 million for the same prior year quarter, primarily due to an increase of interest expense on deposits of $967,000 and on borrowings of $469,000. The average cost of funds for total interest-bearing liabilities increased 25 basis points to 0.92% for the three months ended September 30, 2022, from 0.67% for the three months ended September 30, 2021. The increase was predominantly due to the increase in cost for market rate deposits and the increase in the average balance of borrowings.  The average cost of total interest-bearing deposits increased 25 basis points to 0.71%, for the three months ended September 30, 2022, compared to 0.46%, for the three months ended September 30, 2021, predominantly due to the increase in cost for market rate deposits. The average cost of funds, including noninterest-bearing checking, increased 20 basis points to 0.68% for the three months ended September 30, 2022, from 0.48% for the three months ended September 30, 2021.

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 September 30, 2022 and 2021:

(Dollars in thousands)	Three Months Ended September 30,
	2022				2021				Increase/
	Average				Average				(Decrease)
	Balance		Yield/		Balance		Yield/		in Interest
	Outstanding		Rate		Outstanding		Rate		Expense
Savings and money market	$	829,460	0.62	%	$	678,738	0.20	%	$	955
Interest-bearing checking		153,054	0.26			160,953	0.14			44
Certificates of deposit		475,533	1.00			466,855	1.04			(32)
Borrowings		119,150	2.32			42,528	2.12			469
Subordinated note		49,434	3.89			49,367	3.99			(11)
Total interest-bearing liabilities	$	1,626,631	0.92	%	$	1,398,441	0.67	%	$	1,425

Provision for Credit Losses. For the three months ended September 30, 2022, the provision for credit losses on loans was $2.0 million, compared to no provision for loan losses for the three months ended September 30, 2021 as calculated under

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the prior incurred loss methodology. The provision for credit losses on loans reflects the increase in total loans receivable and increased reserves on individually evaluated nonaccrual commercial business loans.

During the three months ended September 30, 2022, net loan charge-offs totaled $563,000, compared to $309,000 during the three months ended September 30, 2021.  The increase in net charge-offs was primarily due to a net charge-off increase of $373,000 in other consumer loans (which includes deposit overdraft net charge-offs of $396,000), partially offset by a reduction in charge-offs of $99,000 in indirect home improvement loans and $19,000 in marine loans.  A further decline in national and local economic conditions, as a result the effects of inflation, a potential recession or slowed economic growth, and any governmental or societal response to the COVID-19 pandemic, among other economic factors, could result in a material increase in the ACLL and may adversely affect the Company’s financial condition and result of operations.

Noninterest Income. Noninterest income decreased $4.2 million, to $4.2 million for the three months ended September 30, 2022, from $8.4 million for the three months ended September 30, 2021. The decrease during the quarter primarily reflects a $5.5 million, or 79.6% decrease in gain on sale of loans due primarily to a reduction in origination and sales volume of loans held for sale and a reduction in the gross margin of sold loans, partially offset by an $825,000 increase in other noninterest income, primarily from BOLI death benefits and $438,000 in service charges and fee income as a result of less amortization of MSR reflecting increased market interest rates and increased servicing fees from non-portfolio serviced loans.  Gross margin on home loan sales decreased to 2.31% for the three months ended September 30, 2022, from 3.61% for the three months ended September 30, 2021.

Noninterest Expense. Noninterest expense decreased $678,000 to $19.3 million for the three months ended September 30, 2022, from $20.0 million for the three months ended September 30, 2021. The decrease in noninterest expense reflects a reduction in salaries and benefits of $1.4 million, primarily due to a reduction in incentive compensation.  

The efficiency ratio, which is noninterest expense as a percentage of net interest income and noninterest income, improved to 60.99% for the three months ended September 30, 2022, compared to 64.46% for the three months ended September 30, 2021, primarily representing the increase in net interest income.

Provision for Income Tax. For the three months ended September 30, 2022, the Company recorded a provision for income tax expense of $2.2 million as compared to $2.7 million for the three months ended September 30, 2021. The decrease in the tax provision is primarily due to a $385,000 decrease in pre-tax income during the three months ended September 30, 2022, as compared to the same quarter last year.  The effective corporate income tax rates for the three months ended September 30, 2022 and 2021 were 20.6% and 24.5%, respectively.  The decrease in the effective corporate income tax rate was attributable to increases in non-taxable income from exempt municipal securities interest and the BOLI death benefits.

Comparison of Results of Operations for the Nine Months Ended September 30, 2022 and 2021

General. Net income was $22.0 million for the nine months ended September 30, 2022, and $28.8 million for the nine months ended September 30, 2021.  The decrease in net income for the nine months ended September 30, 2022 was primarily impacted by a $15.2 million, or 51.3% decrease in noninterest income, a $3.1 million increase in the provision for credit losses, and a $2.1 million increase in noninterest expense, partially offset by an $11.0 million increase in net interest income and a $2.7 million decrease in provision for income tax expense.  

Average Balances, Interest and Average Yields/Cost

The following table sets forth for the periods indicated, information regarding average balances of assets and liabilities, as well as the total dollar amounts of interest income from average interest-earning assets and interest expense on average interest-bearing liabilities, resultant yields, interest rate spread, net interest margin (otherwise known as net yield on interest-earning assets), and the ratio of average interest-earning assets to average interest-bearing liabilities. Also presented is the weighted average yield on interest-earning assets, rates paid on interest-bearing liabilities and the resultant spread at for the periods presented. Income and all average balances are monthly average balances. Nonaccruing loans

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have been included in the table as loans carrying a zero yield. The yields on tax-exempt municipal bonds have not been computed on a tax equivalent basis.

(Dollars in thousands)	For the Nine Months Ended					For the Nine Months Ended
	September 30, 2022					September 30, 2021
Average Balances	Average Balance Outstanding		Interest Earned/ Paid		Yield/ Rate	Average Balance Outstanding		Interest Earned/ Paid		Yield/ Rate
ASSETS
Loans receivable, net and loans held for sale (1)	$	1,953,305	$	77,885	5.33%	$	1,745,616	$	67,538	5.17%
Taxable mortgage-backed securities		87,687		1,466	2.24%		71,728		1,197	2.23%
Taxable AFS investment securities		61,103		852	1.86%		54,393		831	2.04%
Tax-exempt AFS investment securities		130,605		1,858	1.90%		90,001		1,198	1.78%
Taxable HTM investment securities		7,943		301	5.07%		7,500		285	5.08%
FHLB stock		5,716		212	4.96%		5,783		205	4.74%
Interest-bearing deposits at other financial institutions		34,705		301	1.16%		108,536		334	0.41%
Total interest-earning assets		2,281,064		82,875	4.86%		2,083,557		71,588	4.59%
Noninterest-earning assets		95,302					90,352
Total assets	$	2,376,366				$	2,173,909
LIABILITIES AND STOCKHOLDERS' EQUITY
Savings and money market	$	792,036	$	2,397	0.40%	$	643,361	$	1,233	0.26%
Interest-bearing checking		186,856		353	0.25%		203,619		153	0.10%
Certificates of deposit		412,289		2,688	0.87%		488,032		4,095	1.12%
Borrowings		64,855		1,003	2.07%		71,452		895	1.67%
Subordinated notes		49,417		1,456	3.94%		42,399		1,237	3.90%
Total interest-bearing liabilities		1,505,453		7,897	0.70%		1,448,863		7,613	0.70%
Noninterest-bearing accounts		588,172					461,399
Other noninterest-bearing liabilities		31,342					28,093
Stockholders’ equity		251,399					235,554
Total liabilities and stockholders’ equity	$	2,376,366				$	2,173,909
Net interest income			$	74,978				$	63,975
Net interest rate spread					4.16%					3.89%
Net earning assets	$	775,611				$	634,694
Net interest margin					4.39%					4.11%
Average interest-earning assets to average interest-bearing liabilities		151.52%					143.81%

(1) Includes recognized “net” deferred PPP fees.

Net Interest Income. Net interest income increased $11.0 million to $75.0 million for the nine months ended September 30, 2022, from $64.0 million for the nine months ended September 30, 2021, due to an increase in interest income of $11.3 million offset slightly by an increase in interest expense of $284,000. For the nine months ended September 30, 2022, the total recognition of net deferred fees on forgiven and amortizing PPP loans was $443,000, compared to $1.9 million for the nine months ended September 30, 2021.

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The NIM increased 28 basis points to 4.39% for the nine months ended September 30, 2022, from 4.11% for the same period in the prior year.  The increase in NIM between the nine months ended September 30, 2022 and 2021 reflects new loan originations at higher interest rates, variable rate interest-earning assets repricing following increases in market interest rates this year, and an improved asset mix of higher yielding assets as low yielding excess cash funded higher yielding loans.  Management remains focused on matching deposit/liability duration with the duration of loans/assets where appropriate.

Interest Income. Interest income for the nine months ended September 30, 2022, increased $11.3 million, to $82.9 million, from $71.6 million for the nine months ended September 30, 2021. The increase during the period was primarily attributable to a $197.5 million increase in the average balance of total interest-earning assets.  The increase in average yield on interest-earning assets compared to the same period a year earlier primarily reflects higher market interest rates and increased fee income from loans, particularly construction and development loans.

The following table compares average earning asset balances, associated yields, and resulting changes in interest income for the nine months ended September 30, 2022 and 2021:

(Dollars in thousands)	Nine Months Ended September 30,
	2022				2021				Increase/
	Average				Average				(Decrease)
	Balance		Yield/		Balance		Yield/		in Interest
	Outstanding		Rate		Outstanding		Rate		Income
Loans receivable, net and loans held for sale	$	1,953,305	5.33	%	$	1,745,616	5.17	%	$	10,347
Taxable mortgage-backed securities		87,687	2.24			71,728	2.23			269
Taxable AFS investment securities		61,103	1.86			54,393	2.04			21
Tax-exempt AFS investment securities		130,605	1.90			90,001	1.78			660
Taxable HTM investment securities		7,943	5.07			7,500	5.08			16
FHLB stock		5,716	4.96			5,783	4.74			7
Interest-bearing deposits at other financial institutions		34,705	1.16			108,536	0.41			(33)
Total interest-earning assets	$	2,281,064	4.86	%	$	2,083,557	4.59	%	$	11,287

Interest Expense. Interest expense increased $284,000, to $7.9 million for the nine months ended September 30, 2022, from $7.6 million for the same prior year period, primarily due to increased interest expense on subordinated notes of $219,000 and in borrowings of $108,000. The average cost of funds for total interest-bearing liabilities was unchanged at 0.70% for the nine months ended September 30, 2022, and September 30, 2021. The average cost of total interest-bearing deposits decreased three basis points to 0.52%, for the nine months ended September 30, 2022, compared to 0.55%, for the nine months ended September 30, 2021, reflecting in part the runoff of higher cost retail CDs and lower market interest rates for brokered CDs.

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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 nine months ended September 30, 2022 and 2021:

(Dollars in thousands)	Nine Months Ended September 30,
	2022				2021				Increase/
	Average				Average				(Decrease)
	Balance		Yield/		Balance		Yield/		in Interest
	Outstanding		Rate		Outstanding		Rate		Expense
Savings and money market	$	792,036	0.40	%	$	643,361	0.26	%	$	1,164
Interest-bearing checking		186,856	0.25			203,619	0.10			200
Certificates of deposit		412,289	0.87			488,032	1.12			(1,407)
Borrowings		64,855	2.07			71,452	1.67			108
Subordinated note		49,417	3.94			42,399	3.90			219
Total interest-bearing liabilities	$	1,505,453	0.70	%	$	1,448,863	0.70	%	$	284

Provision for Credit Losses. For the nine months ended September 30, 2022, the provision for credit losses on loans was $4.5 million, compared to the provision for loan loss of $1.5 million for the nine months ended September 30, 2021 as calculated under the prior incurred loss methodology. The provision for credit losses on loans reflects the increase in total loans receivable and increased reserves on individually evaluated nonaccrual commercial business loans. During the nine months ended September 30, 2022, net loan charge-offs totaled $843,000, compared to $747,000 during the nine months ended September 30, 2021. This increase was primarily due to a net charge-off increase of $325,000 in other consumer loans (which includes deposit overdraft net charge-offs of $333,000), partially offset by reductions in net charge-offs of $187,000 in indirect home improvement, $38,000 in commercial business loans, and $4,000 in marine loans.

Noninterest Income. Noninterest income decreased $15.2 million, to $14.4 million for the nine months ended September 30, 2022, from $29.6 million for the nine months ended September 30, 2021. This decrease was the result of a $17.6 million decrease in gain on sale of loans, primarily due to a reduction in originations and sales volume of loans held for sale and a reduction in the gross margin of sold loans, partially offset by a $1.3 million increase in service charges and fee income as a result of less amortization of MSR and $1.2 million in other noninterest income attributable to the BOLI death benefits.

Noninterest Expense. Noninterest expense increased $2.1 million, to $57.3 million for the nine months ended September 30, 2022, from $55.3 million for the nine months ended September 30, 2021. The increase as compared to the same period last year was primarily due to a reduction in the recovery of servicing rights to $1,000 from $2.1 million, along with increases of $544,000 in data processing, $313,000 in FDIC insurance, $233,000 in occupancy, and $223,000 in marketing and advertising, partially offset by a decrease of $1.2 million in salaries and benefits, primarily due to a reduction in incentive compensation and employee stock option plan expense.

The efficiency ratio, which is noninterest expense as a percentage of net interest income and noninterest income, rose to 64.14% for the nine months ended September 30, 2022, compared to 59.07% for the nine months ended September 30, 2021, representing the decrease in noninterest income outpacing the increase in net interest income and the increase in noninterest expense noted above.

Provision for Income Tax. For the nine months ended September 30, 2022, the Company recorded a provision for income tax expense of $5.4 million on pre-tax income of $27.4 million, as compared to a provision of income tax expense of $8.0 million on pre-tax income of $36.8 million for the nine months ended September 30, 2021. The effective corporate income tax rates for the nine months ended September 30, 2022 and 2021 were 19.7% and 21.9%, respectively.  The decrease in the effective corporate income tax rate was attributable to increases in non-taxable income from exempt municipal securities interest and the BOLI death benefits.

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Liquidity

Management maintains a liquidity position that it believes will adequately provide funding for loan demand and deposit runoff that may occur in the normal course of business. The Company relies on a number of different sources in order to meet potential liquidity demands. The primary sources are increases in deposit accounts, FHLB advances, purchases of federal funds, sale of securities available-for-sale, cash flows from loan payments, sales of one-to-four-family loans held for sale, and maturing securities. While the maturities and the scheduled amortization of loans are a predictable source of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition.

The Bank must maintain an adequate level of liquidity to ensure the availability of sufficient funds to fund its operations.  The Bank generally maintains sufficient cash and short-term investments to meet short-term liquidity needs. At September 30, 2022, the Bank’s total borrowing capacity was $564.3 million with the FHLB of Des Moines, with unused borrowing capacity of $297.7 million. The FHLB borrowing limit is based on certain categories of loans, primarily real estate loans that qualify as collateral for FHLB advances. At September 30, 2022, the Bank held approximately $786.8 million in loans that qualify as collateral for FHLB advances.

In addition to the availability of liquidity from the FHLB of Des Moines, the Bank maintained a short-term borrowing line with the FRB, with a current limit of $196.0 million, and a combined credit limit of $101.0 million in written federal funds lines of credit through correspondent banking relationships at September 30, 2022. The FRB borrowing limit is based on certain categories of loans, primarily consumer loans that qualify as collateral for FRB line of credit.  At September 30, 2022, the Bank held approximately $524.3 million in loans that qualify as collateral for the FRB line of credit.  Subject to market conditions, we expect to utilize these borrowing facilities from time to time in the future to fund loan originations and deposit withdrawals, to satisfy other financial commitments, repay maturing debt and to take advantage of investment opportunities to the extent feasible.

The Bank’s Asset and Liability Management Policy permits management to utilize brokered deposits up to 20% of deposits or $417.7 million at September 30, 2022. Total brokered deposits at September 30, 2022 were $324.6 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 the Company’s management.  Excess liquidity is generally invested in short-term investments, such as overnight deposits and federal funds. On a longer-term basis, a strategy is maintained of investing in various lending products and investment securities, including U.S. Government obligations and U.S. agency securities. The Company uses sources of funds primarily to meet ongoing commitments, pay maturing deposits, fund withdrawals, and to fund loan commitments. At September 30, 2022, the approved outstanding loan commitments, including unused lines of credit amounted to $628.8 million.  Securities purchased during the nine months ended September 30, 2022 and 2021 totaled $24.0 million and $117.2 million, respectively, and securities repayments, maturities and sales in those quarters were $17.8 million and $20.9 million, respectively.

The Bank’s liquidity is also affected by the volume of loans sold and loan principal payments.  During the nine months  ended September 30, 2022 and 2021, the Bank sold $663.8 million and $1.11 billion in loans and loan participation interests, respectively.  

The Bank’s liquidity has been positively impacted by increases in deposit levels. Total deposits increased $167.6 million during the nine months ended September 30, 2022 primarily driven by growth in CDs. CDs scheduled to mature in three months or less at September 30, 2022, totaled $137.5 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. The Company currently expects to continue the current practice of paying quarterly cash dividends on common stock subject to the Board of Directors' discretion to modify or terminate this practice at any time and for any reason without prior notice. Our current quarterly common stock dividend rate is $0.20 per share, as approved by our Board of Directors, which we believe is a dividend rate per share

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which enables us to balance our multiple objectives of managing and investing in the Bank, and returning a substantial portion of our cash to our shareholders. Assuming continued payment during 2022 at this rate of $0.20 per share, our average total dividend paid each quarter would be approximately $1.5 million based on the number of our current outstanding shares (which assumes no increases or decreases in the number of shares, except in connection with the anticipated vesting of currently outstanding equity awards). At September 30, 2022, FS Bancorp, Inc. had $5.4 million in unrestricted cash to meet liquidity needs.

Capital Resources

The Bank is subject to minimum capital requirements imposed by the FDIC.  Based on its capital levels at September 30, 2022, 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 September 30, 2022, the Bank was considered to be well capitalized.  At September 30, 2022, 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 11.5%, 12.5%, 13.7%, and 12.5%, respectively.

As a bank holding company registered with the Federal Reserve, the Company is subject to the capital adequacy requirements of the Federal Reserve.  Bank holding companies with less than $3.0 billion in assets are generally not subject to compliance with the Federal Reserve’s capital regulations, which are generally the same as the capital regulations applicable to the Bank. The Federal Reserve has a policy that a bank holding company is required to serve as a source of financial and managerial strength to the holding company’s subsidiary bank and the Federal Reserve expects the holding company’s subsidiary bank to be well capitalized under the prompt corrective action regulations.  If FS Bancorp, Inc. were subject to regulatory capital guidelines for bank holding companies with $3.0 billion or more in assets at September 30, 2022, FS Bancorp, Inc. would have exceeded all regulatory capital requirements. For informational purposes, the regulatory capital ratios calculated for FS Bancorp, Inc. at September 30, 2022 were 9.8% for Tier 1 leverage-based capital, 10.6% for Tier 1 risk-based capital, 14.0% for total risk-based capital, and 10.6% for CET 1 capital ratio. For additional information regarding regulatory capital compliance, see the discussion included in “Note 14 - Regulatory Capital” to the Notes to Consolidated Financial Statements included in Part I. Item 1 of this report.

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, 2021.

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 September 30, 2022 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 September 30, 2022, 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.

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(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 September 30, 2022, 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 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 in the Risk Factors previously disclosed in FS Bancorp’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

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 September 30, 2022:

					Maximum
				Total Number	Dollar Value of
				of Shares	Shares that
		Average		Repurchased as	May Yet Be
	Total Number	Price		Part of Publicly	Repurchased
	of Shares	Paid per		Announced	Under the
Period	Purchased	Share		Plan	Plan
July 1, 2022 - July 31, 2022	—	$	—	—	$	—
August 1, 2022 - August 31, 2022 (1)	74,073		30.22	74,073		935,803
September 1, 2022 - September 30, 2022	—		—	—		—
Total for the quarter	74,073	$	30.22	74,073	$	935,803

(1) Includes 6,150 shares internally repurchased by the Company acting as the cash counterparty for participants exercising options and/or RSAs vested.

On April 6, 2022, the Company announced that its Board of Directors approved an additional share repurchase program of up to $10.0 million of the Company’s common shares authorized and outstanding in addition to the then remaining $3.8 million common shares authorized and available for repurchase under the previous share repurchase plan.  As of September

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30, 2022, $935,803 remains authorized for repurchase under the April 6, 2022 plan through its termination date, June 30, 2023. The actual timing, number and value of shares repurchased under the share repurchase program will depend on a number of factors, including constraints specified pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission, price, general business and market conditions, and alternative investment opportunities.  The share repurchase program does not obligate the Company to acquire any specific number of shares in any period, and may be expanded, extended, modified or discontinued at any time.

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)
4.2	Indenture dated February 10, 2021, by and between FS Bancorp, Inc. and U.S. Bank National Association, as trustee (3)
4.3	Forms of 3.75 Fixed-to-Floating Rate Subordinated Notes due 2031 (included as Exhibit A-1 and Exhibit A-2 to the Indenture filed as Exhibit 4.2 hereto (3)
10.1	Severance Agreement between 1st Security Bank of Washington and Joseph C. Adams (1)
10.2	Form of Change of Control Agreement between 1st Security Bank of Washington and Matthew D. Mullet (1)
10.3	FS Bancorp, Inc. 2013 Equity Incentive Plan (the “2013 Plan”) (4)
10.4	Form of Incentive Stock Option Agreement under the 2013 Plan (4)
10.5	Form of Non-Qualified Stock Option Agreement under the 2013 Plan (4)
10.6	Form of Restricted Stock Agreement under the 2013 Plan (4)
10.9	Form of change of control agreement with Donn C. Costa, Dennis O’Leary, Rob Fuller, Erin Burr, Victoria Jarman, Kelli Nielsen, Lisa Cleary, and May-Ling Sowell (5)
10.10	FS Bancorp, Inc. 2018 Equity Incentive Plan (6)
10.11	Form of Incentive Stock Option Award Agreement under the 2018 Equity Incentive Plan (6)
10.12	Form of Non-Qualified Stock Option Award Agreement under the 2018 Equity Incentive Plan (6)
10.13	Form of Restricted Stock Award Agreement under the 2018 Equity Incentive Plan (6)
10.14	FS Bancorp, Inc. Nonqualified 2022 Stock Purchase Plan (7)
10.15	Form of Enrollment/Change Form under the FS Bancorp, Inc. Nonqualified 2022 Stock Purchase Plan (7)
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 September 30, 2022 formatted in Inline Extensible Business Reporting Language (IXBRL): (1) Consolidated Balance Sheets; (2) Consolidated Statements of Income; (3) Consolidated Statements of Comprehensive Income; (4) Consolidated Statements of Changes in Stockholders’ Equity; (5) Consolidated Statements of Cash Flows; and (6) Notes to Consolidated Financial Statements.
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
(1)	Filed as an exhibit to the Registrant’s Registration Statement on Form S-1 (333-177125) filed on October 3, 2011, and incorporated by reference.
(2)	Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on July 10, 2013 (File No. 001-355589).
(3)	Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on February 11, 2021 (File No. 001-35589).
(4)	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.
(5)	Filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on February 1, 2016 (File No. 001-35589).
(6)	Filed as an exhibit to the Registrant’s Registration Statement on Form S-8 (333-22513) filed on May 23, 2018.
(7)	Filed as an exhibit to the Registrant’s Registration Statement on Form S-8 (333-265729) filed on June 21, 2022.

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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: November 9, 2022	By:	/s/Joseph C. Adams
		Joseph C. Adams,
		Chief Executive Officer
		(Principal Executive Officer)
Date: November 9, 2022	By:	/s/Matthew D. Mullet
		Matthew D. Mullet
		Secretary, Treasurer and
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

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