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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 March 31, 2025
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 May 5, 2025, there were 7,697,429 outstanding shares of the registrant’s common stock.
Form 10‑Q
Table of Contents
When we refer to “FS Bancorp” in this report, we are referring to FS Bancorp, Inc. When we refer to “Bank” or “1st Security Bank” in this report, we are referring to 1st Security Bank of Washington, the wholly owned subsidiary of FS Bancorp. As used in this report, the terms “we,” “our,” “us,” and “Company” refer to FS Bancorp, Inc. and its consolidated subsidiary, 1st Security Bank of Washington, unless the context indicates otherwise.
FS BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(In thousands, except shares and per share amounts) (Unaudited)
| March 31, |
December 31, |
|||||||
| ASSETS |
2025 |
2024 |
||||||
| Cash and due from banks |
$ | 18,657 | $ | 19,280 | ||||
| Interest-bearing deposits at other financial institutions |
44,084 | 12,355 | ||||||
| Total cash and cash equivalents |
62,741 | 31,635 | ||||||
| Certificates of deposit at other financial institutions |
1,234 | 1,727 | ||||||
| Securities available-for-sale, at fair value (amortized cost of $316,735 and $310,272, net of allowance for credit losses of $0 and $0, respectively) |
291,133 | 281,175 | ||||||
| Securities held-to-maturity, at amortized cost (fair value of $10,258 and $8,144, net of allowance for credit losses of $66 and $45, respectively) |
10,434 | 8,455 | ||||||
| Loans held for sale, at fair value |
31,038 | 27,835 | ||||||
| Loans receivable, net of allowance for credit losses of $31,653 and $31,870 (includes loans of $14,526 and $12,728, at fair value, respectively) |
2,501,117 | 2,501,951 | ||||||
| Accrued interest receivable |
14,406 | 13,881 | ||||||
| Premises and equipment, net |
29,451 | 29,756 | ||||||
| Operating lease right-of-use (“ROU”) assets |
4,979 | 5,378 | ||||||
| Federal Home Loan Bank (“FHLB”) stock, at cost |
5,256 | 15,621 | ||||||
| Deferred tax asset, net |
7,009 | 7,059 | ||||||
| Bank owned life insurance (“BOLI”), net |
38,778 | 38,528 | ||||||
| Mortgage servicing rights (“MSRs”), held at the lower of cost or fair value |
8,926 | 9,204 | ||||||
| Goodwill |
3,592 | 3,592 | ||||||
| Core deposit intangible, net |
12,879 | 13,710 | ||||||
| Other assets |
43,105 | 39,670 | ||||||
| TOTAL ASSETS |
$ | 3,066,078 | $ | 3,029,177 | ||||
| LIABILITIES |
||||||||
| Deposits: |
||||||||
| Noninterest-bearing accounts |
$ | 676,706 | $ | 638,158 | ||||
| Interest-bearing accounts |
1,938,445 | 1,701,260 | ||||||
| Total deposits |
2,615,151 | 2,339,418 | ||||||
| Borrowings |
68,805 | 307,806 | ||||||
| Subordinated notes: |
||||||||
| Principal amount |
50,000 | 50,000 | ||||||
| Unamortized debt issuance costs |
(389 | ) | (406 | ) | ||||
| Total subordinated notes less unamortized debt issuance costs |
49,611 | 49,594 | ||||||
| Operating lease liabilities |
5,149 | 5,556 | ||||||
| Other liabilities |
28,522 | 31,036 | ||||||
| Total liabilities |
2,767,238 | 2,733,410 | ||||||
| COMMITMENTS AND CONTINGENCIES (NOTE 8) |
||||||||
| 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; 7,742,907 and 7,833,014 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively |
77 | 78 | ||||||
| Additional paid-in capital |
52,806 | 55,716 | ||||||
| Retained earnings |
262,945 | 257,113 | ||||||
| Accumulated other comprehensive loss, net of tax |
(16,988 | ) | (17,140 | ) | ||||
| Total stockholders’ equity |
298,840 | 295,767 | ||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
$ | 3,066,078 | $ | 3,029,177 | ||||
See accompanying notes to these consolidated financial statements.
FS BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except shares and per share amounts) (Unaudited)
| Three Months Ended March 31, |
||||||||
| INTEREST INCOME |
2025 |
2024 |
||||||
| Loans receivable, including fees |
$ | 43,303 | $ | 40,997 | ||||
| Interest and dividends on investment securities, cash and cash equivalents, and certificates of deposit at other financial institutions |
3,485 | 3,883 | ||||||
| Total interest and dividend income |
46,788 | 44,880 | ||||||
| INTEREST EXPENSE |
||||||||
| Deposits |
13,058 | 12,882 | ||||||
| Borrowings |
2,263 | 1,167 | ||||||
| Subordinated notes |
485 | 485 | ||||||
| Total interest expense |
15,806 | 14,534 | ||||||
| NET INTEREST INCOME |
30,982 | 30,346 | ||||||
| PROVISION FOR CREDIT LOSSES |
1,592 | 1,399 | ||||||
| NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES |
29,390 | 28,947 | ||||||
| NONINTEREST INCOME |
||||||||
| Service charges and fee income |
2,244 | 2,552 | ||||||
| Gain on sale of loans |
1,700 | 1,838 | ||||||
| Gain on sale of MSRs |
— | 8,215 | ||||||
| Loss on sale of investment securities, net |
— | (7,998 | ) | |||||
| Earnings on cash surrender value of BOLI |
250 | 240 | ||||||
| Other noninterest income |
932 | 264 | ||||||
| Total noninterest income |
5,126 | 5,111 | ||||||
| NONINTEREST EXPENSE |
||||||||
| Salaries and benefits |
14,533 | 13,557 | ||||||
| Operations |
3,445 | 3,008 | ||||||
| Occupancy |
1,717 | 1,705 | ||||||
| Data processing |
2,045 | 1,958 | ||||||
| Loan costs |
548 | 585 | ||||||
| Professional and board fees |
1,186 | 923 | ||||||
| Federal Deposit Insurance Corporation (“FDIC”) insurance |
538 | 532 | ||||||
| Marketing and advertising |
221 | 227 | ||||||
| Amortization of core deposit intangible |
831 | 941 | ||||||
| (Recovery) impairment of MSRs |
(9 | ) | 93 | |||||
| Total noninterest expense |
25,055 | 23,529 | ||||||
| INCOME BEFORE PROVISION FOR INCOME TAXES |
9,461 | 10,529 | ||||||
| PROVISION FOR INCOME TAXES |
1,440 | 2,132 | ||||||
| NET INCOME |
$ | 8,021 | $ | 8,397 | ||||
| Basic earnings per share |
$ | 1.02 | $ | 1.07 | ||||
| Diluted earnings per share |
$ | 1.01 | $ | 1.06 | ||||
See accompanying notes to these consolidated financial statements.
FS BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands) (Unaudited)
| Three Months Ended | ||||||||
| March 31, |
||||||||
| 2025 |
2024 |
|||||||
| Net income |
$ | 8,021 | $ | 8,397 | ||||
| Other comprehensive income: |
||||||||
| Securities available-for-sale: |
||||||||
| Unrealized gain (loss) during period |
3,496 | (2,552 | ) | |||||
| Income tax (provision) benefit related to unrealized gain |
(752 | ) | 549 | |||||
| Reclassification adjustment for realized loss, net included in net income |
— | 7,998 | ||||||
| Income tax benefit related to reclassification for realized loss, net |
— | (1,719 | ) | |||||
| Derivative financial instruments: |
||||||||
| Unrealized derivative (loss) gain during period |
(2,423 | ) | 5,050 | |||||
| Income tax benefit (provision) related to unrealized derivative (loss) gain |
514 | (1,086 | ) | |||||
| Reclassification adjustment for realized gain, net included in net income |
(871 | ) | (1,722 | ) | ||||
| Income tax provision related to reclassification, net |
188 | 370 | ||||||
| Other comprehensive income, net of tax |
152 | 6,888 | ||||||
| COMPREHENSIVE INCOME |
$ | 8,173 | $ | 15,285 | ||||
See accompanying notes to these consolidated financial statements.
FS BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Dollars in thousands, except per share amounts) (Unaudited)
Three Months Ended March 31, 2025 and 2024
| Accumulated |
||||||||||||||||||||||||
| Other |
||||||||||||||||||||||||
| Additional |
Comprehensive |
Total |
||||||||||||||||||||||
| Common Stock |
Paid-in |
Retained |
Loss, |
Stockholders' |
||||||||||||||||||||
| Shares |
Amount |
Capital |
Earnings |
Net of Tax |
Equity |
|||||||||||||||||||
| BALANCE, January 1, 2024 |
7,800,545 | $ | 78 | $ | 57,362 | $ | 230,354 | $ | (23,306 | ) | $ | 264,488 | ||||||||||||
| Net income |
— | $ | — | — | 8,397 | — | $ | 8,397 | ||||||||||||||||
| Dividends paid ($0.26 per share) |
— | $ | — | — | (2,031 | ) | — | $ | (2,031 | ) | ||||||||||||||
| Share-based compensation |
— | $ | — | 395 | — | — | $ | 395 | ||||||||||||||||
| Issuance of common stock - employee stock purchase plan |
9,250 | $ | — | 302 | — | — | $ | 302 | ||||||||||||||||
| Common stock repurchased – repurchase plan |
(17,612 | ) | $ | — | — | — | — | $ | — | |||||||||||||||
| Restricted stock awards forfeited |
(4,000 | ) | — | — | — | — | — | |||||||||||||||||
| Stock options exercised, net |
17,612 | $ | — | (507 | ) | — | — | $ | (507 | ) | ||||||||||||||
| Other comprehensive income, net of tax |
— | $ | — | — | — | 6,888 | $ | 6,888 | ||||||||||||||||
| BALANCE, March 31, 2024 |
7,805,795 | $ | 78 | $ | 57,552 | $ | 236,720 | $ | (16,418 | ) | $ | 277,932 | ||||||||||||
| BALANCE, January 1, 2025 |
7,833,014 | $ | 78 | $ | 55,716 | $ | 257,113 | $ | (17,140 | ) | $ | 295,767 | ||||||||||||
| Net income |
— | $ | — | — | 8,021 | — | $ | 8,021 | ||||||||||||||||
| Dividends paid ($0.28 per share) |
— | $ | — | — | (2,189 | ) | — | $ | (2,189 | ) | ||||||||||||||
| Share-based compensation |
— | $ | — | 512 | — | — | $ | 512 | ||||||||||||||||
| Issuance of common stock - employee stock purchase plan |
8,210 | $ | — | 336 | — | — | $ | 336 | ||||||||||||||||
| Common stock repurchased - repurchase plan |
(98,317 | ) | $ | (1 | ) | (3,758 | ) | — | — | $ | (3,759 | ) | ||||||||||||
| Other comprehensive income, net of tax |
— | $ | — | — | — | 152 | $ | 152 | ||||||||||||||||
| BALANCE, March 31, 2025 |
7,742,907 | $ | 77 | $ | 52,806 | $ | 262,945 | $ | (16,988 | ) | $ | 298,840 | ||||||||||||
See accompanying notes to these consolidated financial statements.
FS BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands) (Unaudited)
| Three Months Ended March 31, | ||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES |
2025 |
2024 |
||||||
| Net income |
$ | 8,021 | $ | 8,397 | ||||
| Adjustments to reconcile net income to net cash from operating activities |
||||||||
| Provision for credit losses |
1,592 | 1,399 | ||||||
| Depreciation, amortization and accretion |
2,337 | 2,835 | ||||||
| Compensation expense related to stock options and restricted stock awards |
512 | 395 | ||||||
| Earnings on cash surrender value of BOLI |
(250 | ) | (240 | ) | ||||
| Gain on sale of loans held for sale |
(1,700 | ) | (1,838 | ) | ||||
| Gain on sale of MSRs |
— | (8,215 | ) | |||||
| Loss on sale of investment securities, net |
— | 7,998 | ||||||
| Change in fair value on portfolio loans measured under the fair value option |
(263 | ) | (2 | ) | ||||
| Origination of loans held for sale |
(84,728 | ) | (109,554 | ) | ||||
| Proceeds from sale of loans held for sale |
93,068 | 94,874 | ||||||
| Gain on purchase of tax credits |
(660 | ) | — | |||||
| Purchase of tax credits |
(7,587 | ) | — | |||||
| (Recovery) impairment of MSRs |
(9 | ) | 93 | |||||
| Changes in operating assets and liabilities |
||||||||
| Accrued interest receivable |
(525 | ) | (450 | ) | ||||
| Other assets |
1,932 | (496 | ) | |||||
| Other liabilities |
(3,564 | ) | 5,079 | |||||
| Net cash from operating activities |
8,176 | 275 | ||||||
| CASH FLOWS (USED BY) FROM INVESTING ACTIVITIES |
||||||||
| Activity in securities available-for-sale: |
||||||||
| Proceeds from sale of investment securities |
— | 44,036 | ||||||
| Maturities, prepayments, and calls |
6,278 | 4,293 | ||||||
| Purchases |
(13,049 | ) | (38,009 | ) | ||||
| Activity in securities held-to-maturity: |
||||||||
| Purchases |
(2,000 | ) | — | |||||
| Maturities of certificates of deposit at other financial institutions |
493 | 1,925 | ||||||
| Purchase of certificates of deposit at other financial institutions |
— | (980 | ) | |||||
| Portfolio loan originations and principal collections, net |
(9,916 | ) | (8,224 | ) | ||||
| Proceeds from sale of MSRs |
— | 16,168 | ||||||
| Purchase of portfolio loans |
— | (15,492 | ) | |||||
| Purchase of premises and equipment |
(350 | ) | (357 | ) | ||||
| Change in FHLB stock, net |
10,365 | (795 | ) | |||||
| Net cash (used by) from investing activities |
(8,179 | ) | 2,565 | |||||
| CASH FLOWS FROM (USED BY) FINANCING ACTIVITIES |
||||||||
| Net increase (decrease) in deposits |
275,722 | (57,083 | ) | |||||
| Proceeds from borrowings |
152,999 | 175,000 | ||||||
| Repayments of borrowings |
(392,000 | ) | (138,806 | ) | ||||
| Dividends paid on common stock |
(2,189 | ) | (2,031 | ) | ||||
| Disbursements from stock options exercised, net |
— | (507 | ) | |||||
| Issuance of common stock - employee stock purchase plan |
336 | 302 | ||||||
| Common stock repurchased |
(3,759 | ) | — | |||||
| Net cash from (used by) financing activities |
31,109 | (23,125 | ) | |||||
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
31,106 | (20,285 | ) | |||||
| CASH AND CASH EQUIVALENTS, beginning of period |
31,635 | 65,691 | ||||||
| CASH AND CASH EQUIVALENTS, end of period |
$ | 62,741 | $ | 45,406 | ||||
FS BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(In thousands) (Unaudited)
| SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION |
||||||||
| Cash paid during the period for: |
||||||||
| Interest on deposits and borrowings |
$ | 14,902 | $ | 12,087 | ||||
| Income taxes |
34 | — | ||||||
| SUPPLEMENTARY DISCLOSURES OF NONCASH OPERATING, INVESTING AND FINANCING ACTIVITIES |
||||||||
| Change in fair value on available-for-sale investment securities |
$ | 3,496 | $ | 5,446 | ||||
| Change in fair value on fair value and cash flow hedges |
(3,258 | ) | 3,324 | |||||
| Retention in gross MSRs from loan sales |
308 | 576 |
See accompanying notes to these consolidated financial statements.
FS BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Table Dollar Amounts in Thousands, Except Per Share Amounts)
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 27 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 Kennewick-Pasco-Richland metropolitan area of Washington, also known as the Tri-Cities, Goldendale, Vancouver, and White Salmon, Washington and Manzanita, Newport, Ontario, Tillamook, and Waldport, Oregon. 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”). These unaudited interim consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10‑K which includes all the audited financial statements and footnotes required by U.S. GAAP for complete financial statements for the year ended December 31, 2024, as filed with the SEC on March 17, 2025. 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 months ended March 31, 2025, are not necessarily indicative of the results that may be expected for the year ending December 31, 2025, 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 (“ACL”), fair value adjustments from assets and liabilities acquired in a business combination, fair value of financial instruments, the valuation of MSRs, 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 and its wholly owned subsidiary, 1st Security Bank. 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 way financial information is regularly reviewed for the purpose of allocating resources and evaluating performance of the Company’s businesses. The results for these business segments are based on management’s accounting process, which assigns income statement items and assets to each responsible operating segment. This process is dynamic and is based on management’s view of the Company’s operations. See “Note 13 – Business Segments.”
Subsequent Events – The Company has evaluated events and transactions after March 31, 2025, for potential recognition or disclosure.
RECENT ACCOUNTING PRONOUNCEMENTS
In December 2023, the Financial Accounting Standards Board (“FASB”) issued guidance within Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in the ASU are intended to enhance transparency regarding income tax information by improving income tax disclosures, particularly related to the rate reconciliation and income taxes paid. The ASU requires entities to disclose specified categories within the rate reconciliation and to provide additional information for reconciling items that meet a defined quantitative threshold.
Those amendments require disclosure of the following information about income taxes paid on an annual basis:
| ● |
Income taxes paid (net of refunds received), disaggregated by federal and state taxes and by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than five percent of total income taxes paid (net refunds received). |
| ● |
Income tax expense (or benefit) from continuing operations disaggregated by federal and state jurisdictions. |
The ASU is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments should be applied on a prospective basis. The Company is evaluating the effect that ASU 2023-09 will have on its consolidated financial statements and related disclosures.
In November 2024, the FASB issued guidance within ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendments in the ASU require public companies to disclose, in the notes to financial statements, specified information about certain costs and expenses at each interim and annual reporting period. Specifically, public companies will be required to:
| ● |
Disclose the amounts of (a) purchases of inventory; (b) employee compensation; (c) depreciation; (d) intangible asset amortization; and (e) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities (or other amounts of depletion expense) included in each relevant expense caption. |
| ● |
Include certain amounts that are already required to be disclosed under GAAP in the same disclosure as the other disaggregation requirements. |
| ● |
Disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. |
| ● |
Disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. |
This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments should be applied prospectively. The Company is currently evaluating the impact of this ASU but does not expect it to have a material effect on its consolidated financial statements.
In January 2025, the FASB issued guidance within ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendment in this ASU amends the effective date of ASU 204-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption of ASU 2024-03 is permitted. The Company is currently evaluating the impact of this ASU but does not expect it to have a material effect on its consolidated financial statements.
Application of New Accounting Guidance Adopted in 2025
None.
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 the ACL on securities available-for-sale and held-to-maturity at March 31, 2025 and December 31, 2024:
| March 31, 2025 |
||||||||||||||||||||
| Estimated |
||||||||||||||||||||
| Amortized |
Unrealized |
Unrealized |
Fair |
|||||||||||||||||
| SECURITIES AVAILABLE-FOR-SALE |
Cost |
Gains |
Losses |
Values |
ACL |
|||||||||||||||
| U.S. agency securities |
$ | 20,251 | $ | 45 | $ | (2,728 | ) | $ | 17,568 | $ | — | |||||||||
| Corporate securities |
16,000 | 8 | (821 | ) | 15,187 | — | ||||||||||||||
| Municipal bonds |
82,495 | — | (12,374 | ) | 70,121 | — | ||||||||||||||
| Mortgage-backed securities |
186,222 | 1,462 | (10,302 | ) | 177,382 | — | ||||||||||||||
| Asset-backed securities |
11,767 | 67 | (959 | ) | 10,875 | — | ||||||||||||||
| Total securities available-for-sale |
316,735 | 1,582 | (27,184 | ) | 291,133 | — | ||||||||||||||
| SECURITIES HELD-TO-MATURITY |
||||||||||||||||||||
| Corporate securities |
10,500 | 1 | (243 | ) | 10,258 | 66 | ||||||||||||||
| Total securities held-to-maturity |
10,500 | 1 | (243 | ) | 10,258 | 66 | ||||||||||||||
| Total securities |
$ | 327,235 | $ | 1,583 | $ | (27,427 | ) | $ | 301,391 | $ | 66 | |||||||||
| December 31, 2024 |
||||||||||||||||||||
| Estimated |
||||||||||||||||||||
| Amortized |
Unrealized |
Unrealized |
Fair |
|||||||||||||||||
| SECURITIES AVAILABLE-FOR-SALE |
Cost |
Gains |
Losses |
Values |
ACL |
|||||||||||||||
| U.S. agency securities |
$ | 20,247 | $ | 45 | $ | (3,154 | ) | $ | 17,138 | $ | — | |||||||||
| Corporate securities |
16,000 | 8 | (882 | ) | 15,126 | — | ||||||||||||||
| Municipal bonds |
82,774 | — | (12,430 | ) | 70,344 | — | ||||||||||||||
| Mortgage-backed securities |
178,740 | 415 | (11,969 | ) | 167,186 | — | ||||||||||||||
| Asset-backed securities |
12,511 | 3 | (1,133 | ) | 11,381 | — | ||||||||||||||
| Total securities available-for-sale |
310,272 | 471 | (29,568 | ) | 281,175 | — | ||||||||||||||
| SECURITIES HELD-TO-MATURITY |
||||||||||||||||||||
| Corporate securities |
8,500 | — | (356 | ) | 8,144 | 45 | ||||||||||||||
| Total securities held-to-maturity |
8,500 | — | (356 | ) | 8,144 | 45 | ||||||||||||||
| Total securities |
$ | 318,772 | $ | 471 | $ | (29,924 | ) | $ | 289,319 | $ | 45 | |||||||||
The following table presents the activity in the ACL on securities held-to-maturity by major security type for the three months ended March 31, 2025 and 2024:
| SECURITIES HELD-TO-MATURITY |
For the Three Months Ended March 31, |
|||||||
| Corporate Securities |
2025 |
2024 |
||||||
| Beginning ACL balance |
$ | 45 | $ | 45 | ||||
| Provision for credit losses |
21 | — | ||||||
| Total ending ACL balance |
$ | 66 | $ | 45 | ||||
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 supportable forecasts. Accrued interest receivable totaled $120,000 and $116,000 on held-to-maturity debt securities and $1.6 million and $1.2 million on available-for-sale debt securities as of March 31, 2025 and December 31, 2024, respectively. Accrued interest receivable on securities is reported in “Accrued interest receivable” on the Consolidated Balance Sheets and is excluded from the calculation of the ACL.
The Company monitors the credit quality of debt securities held-to-maturity quarterly using credit rating, material event notices, and changes in market value. The following table summarizes the amortized cost of debt securities held-to-maturity at the dates indicated, aggregated by credit quality indicator:
| March 31, | December 31, | |||||||
| Corporate securities |
2025 |
2024 |
||||||
| BBB/BBB- |
$ | 10,500 | $ | 8,500 | ||||
At March 31, 2025 and December 31, 2024, 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.
The following table presents, as of March 31, 2025, investment securities which were pledged to secure borrowings, public deposits or other obligations as permitted or required by law:
| March 31, 2025 |
||||||||||||
| Purpose or beneficiary |
Carrying Value |
Amortized Cost |
Fair Value |
|||||||||
| State and local government public deposits |
$ | 34,483 | $ | 40,193 | $ | 34,483 | ||||||
Investment securities that were in an unrealized loss position at the dates indicated are presented in the following tables, based on the length of time individual securities have been in an unrealized loss position.
| March 31, 2025 |
||||||||||||||||||||||||
| Less than 12 Months |
12 Months or Longer |
Total |
||||||||||||||||||||||
| SECURITIES AVAILABLE-FOR-SALE |
Fair Value |
Unrealized Losses |
Fair Value |
Unrealized Losses |
Fair Value |
Unrealized Losses |
||||||||||||||||||
| U.S. agency securities |
$ | — | $ | — | $ | 15,523 | $ | (2,728 | ) | $ | 15,523 | $ | (2,728 | ) | ||||||||||
| Corporate securities |
2,983 | (17 | ) | 9,196 | (804 | ) | 12,179 | (821 | ) | |||||||||||||||
| Municipal bonds |
1,674 | (4 | ) | 68,447 | (12,370 | ) | 70,121 | (12,374 | ) | |||||||||||||||
| Mortgage-backed securities |
35,231 | (294 | ) | 65,190 | (10,008 | ) | 100,421 | (10,302 | ) | |||||||||||||||
| Asset-backed securities |
— | — | 6,798 | (959 | ) | 6,798 | (959 | ) | ||||||||||||||||
| Total securities available-for-sale |
39,888 | (315 | ) | 165,154 | (26,869 | ) | 205,042 | (27,184 | ) | |||||||||||||||
| SECURITIES HELD-TO-MATURITY |
||||||||||||||||||||||||
| Corporate securities |
1,937 | (63 | ) | 4,319 | (180 | ) | 6,256 | (243 | ) | |||||||||||||||
| Total securities held-to-maturity |
1,937 | (63 | ) | 4,319 | (180 | ) | 6,256 | (243 | ) | |||||||||||||||
| Total securities |
$ | 41,825 | $ | (378 | ) | $ | 169,473 | $ | (27,049 | ) | $ | 211,298 | $ | (27,427 | ) | |||||||||
| December 31, 2024 |
||||||||||||||||||||||||
| Less than 12 Months |
12 Months or Longer |
Total |
||||||||||||||||||||||
| SECURITIES AVAILABLE-FOR-SALE |
Fair Value |
Unrealized Losses |
Fair Value |
Unrealized Losses |
Fair Value |
Unrealized Losses |
||||||||||||||||||
| U.S. agency securities |
$ | — | $ | — | $ | 15,093 | $ | (3,154 | ) | $ | 15,093 | $ | (3,154 | ) | ||||||||||
| Corporate securities |
6,781 | (219 | ) | 5,337 | (663 | ) | 12,118 | (882 | ) | |||||||||||||||
| Municipal bonds |
1,677 | (10 | ) | 68,667 | (12,420 | ) | 70,344 | (12,430 | ) | |||||||||||||||
| Mortgage-backed securities |
31,093 | (241 | ) | 63,934 | (11,728 | ) | 95,027 | (11,969 | ) | |||||||||||||||
| Asset-backed securities |
3,638 | (41 | ) | 7,190 | (1,092 | ) | 10,828 | (1,133 | ) | |||||||||||||||
| Total securities available-for-sale |
43,189 | (511 | ) | 160,221 | (29,057 | ) | 203,410 | (29,568 | ) | |||||||||||||||
| SECURITIES HELD-TO-MATURITY |
||||||||||||||||||||||||
| Corporate securities |
— | — | 8,144 | (356 | ) | 8,144 | (356 | ) | ||||||||||||||||
| Total securities held-to-maturity |
— | — | 8,144 | (356 | ) | 8,144 | (356 | ) | ||||||||||||||||
| Total securities |
$ | 43,189 | $ | (511 | ) | $ | 168,365 | $ | (29,413 | ) | $ | 211,554 | $ | (29,924 | ) | |||||||||
There were two held-to-maturity debt securities in an unrealized loss position of less than one year and four held-to-maturity debt securities in an unrealized loss position of more than one year at March 31, 2025, compared to no held-to-maturity debt securities in an unrealized loss position of less than one year and seven held-to-maturity debt securities in an unrealized loss position of more than one year at December 31, 2024.
There were 17 available-for-sale securities in an unrealized loss position of less than one year, and 125 available-for-sale securities in an unrealized loss position of more than one year at March 31, 2025, compared to 22 available-for-sale securities in an unrealized loss position of less than one year and 121 available-for-sale securities in an unrealized loss position of more than one year at December 31, 2024. The unrealized losses associated with these securities are believed to be caused by changing market conditions and considered to be temporary, and the Company does not intend and 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 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 utilizing published credit ratings. All the municipal bond securities are investment grade.
All of the available-for-sale mortgage-backed securities and asset-backed 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 three months ended March 31, 2025, or for the year ended December 31, 2024.
The contractual maturities of securities available-for-sale and held-to-maturity at the dates indicated 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.
| March 31, 2025 |
December 31, 2024 |
|||||||||||||||
| SECURITIES AVAILABLE-FOR-SALE |
Amortized |
Fair |
Amortized |
Fair |
||||||||||||
| U.S. agency securities |
Cost |
Value |
Cost |
Value |
||||||||||||
| Due after one year through five years |
$ | 4,965 | $ | 4,654 | $ | 4,962 | $ | 4,575 | ||||||||
| Due after five years through ten years |
10,976 | 9,434 | 10,975 | 9,193 | ||||||||||||
| Due after ten years |
4,310 | 3,480 | 4,310 | 3,370 | ||||||||||||
| Subtotal |
20,251 | 17,568 | 20,247 | 17,138 | ||||||||||||
| Corporate securities |
||||||||||||||||
| Due after one year through five years |
14,000 | 13,677 | 11,000 | 10,766 | ||||||||||||
| Due after five years through ten years |
— | — | 3,000 | 2,918 | ||||||||||||
| Due after ten years |
2,000 | 1,510 | 2,000 | 1,442 | ||||||||||||
| Subtotal |
16,000 | 15,187 | 16,000 | 15,126 | ||||||||||||
| Municipal bonds |
||||||||||||||||
| Due after one year through five years |
2,173 | 2,164 | 2,186 | 2,168 | ||||||||||||
| Due after five years through ten years |
4,145 | 3,733 | 4,158 | 3,728 | ||||||||||||
| Due after ten years |
76,177 | 64,224 | 76,430 | 64,448 | ||||||||||||
| Subtotal |
82,495 | 70,121 | 82,774 | 70,344 | ||||||||||||
| Mortgage-backed securities |
||||||||||||||||
| Federal National Mortgage Association (“FNMA”) |
90,055 | 81,520 | 90,771 | 80,677 | ||||||||||||
| Federal Home Loan Mortgage Corporation (“FHLMC”) |
49,219 | 49,489 | 48,765 | 47,773 | ||||||||||||
| Government National Mortgage Association (“GNMA”) |
46,948 | 46,373 | 39,204 | 38,736 | ||||||||||||
| Subtotal |
186,222 | 177,382 | 178,740 | 167,186 | ||||||||||||
| Asset-backed securities |
||||||||||||||||
| Due within one year |
331 | 326 | 203 | 200 | ||||||||||||
| Due after one year through five years |
843 | 817 | 1,073 | 1,037 | ||||||||||||
| Due after five years through ten years |
2,639 | 2,458 | 2,867 | 2,648 | ||||||||||||
| Due after ten years |
7,954 | 7,274 | 8,368 | 7,496 | ||||||||||||
| Subtotal |
11,767 | 10,875 | 12,511 | 11,381 | ||||||||||||
| Total securities available-for-sale |
316,735 | 291,133 | 310,272 | 281,175 | ||||||||||||
| SECURITIES HELD-TO-MATURITY |
||||||||||||||||
| Corporate securities |
||||||||||||||||
| Due after five years through ten years |
10,500 | 10,258 | 8,500 | 8,144 | ||||||||||||
| Total securities held-to-maturity |
10,500 | 10,258 | 8,500 | 8,144 | ||||||||||||
| Total securities |
$ | 327,235 | $ | 301,391 | $ | 318,772 | $ | 289,319 | ||||||||
The proceeds and resulting gains and losses from sales of securities available-for-sale for the three months ended March 31, 2025 and 2024:
| For the Three Months Ended March 31, 2025 | ||||||||||||
| Gross |
Gross |
|||||||||||
| Proceeds |
Gains |
(Losses) |
||||||||||
| Securities available-for-sale |
$ | — | $ | — | $ | — | ||||||
| For the Three Months Ended March 31, 2024 |
||||||||||||
| Gross |
Gross |
|||||||||||
| Proceeds |
Gains |
(Losses) |
||||||||||
| Securities available-for-sale |
$ | 44,036 | $ | — | $ | (7,998 | ) | |||||
NOTE 3 – LOANS RECEIVABLE AND ALLOWANCE FOR CREDIT LOSSES – LOANS
The composition of the loan portfolio was as follows at the dates indicated:
| March 31, | December 31, | |||||||
| 2025 |
2024 |
|||||||
| COMMERCIAL REAL ESTATE ("CRE") LOANS |
||||||||
| CRE owner occupied |
$ | 164,911 | $ | 170,396 | ||||
| CRE non-owner occupied |
174,188 | 174,921 | ||||||
| Commercial and speculative construction and development |
288,978 | 280,798 | ||||||
| Multi-family |
244,940 | 245,222 | ||||||
| Total CRE loans |
873,017 | 871,337 | ||||||
| RESIDENTIAL REAL ESTATE LOANS |
||||||||
| One-to-four-family |
637,299 | 617,322 | ||||||
| Home equity |
73,846 | 75,147 | ||||||
| Residential custom construction |
48,810 | 49,902 | ||||||
| Total residential real estate |
759,955 | 742,371 | ||||||
| CONSUMER LOANS |
||||||||
| Indirect home improvement |
532,038 | 541,946 | ||||||
| Marine |
73,737 | 74,931 | ||||||
| Other consumer |
3,118 | 3,304 | ||||||
| Total consumer loans |
608,893 | 620,181 | ||||||
| COMMERCIAL BUSINESS LOANS |
||||||||
| Commercial and industrial (“C&I”) |
274,956 | 287,014 | ||||||
| Warehouse lending |
15,949 | 12,918 | ||||||
| Total commercial business loans |
290,905 | 299,932 | ||||||
| Total loans receivable, gross |
2,532,770 | 2,533,821 | ||||||
| ACL on loans |
(31,653 | ) | (31,870 | ) | ||||
| Total loans receivable, net |
$ | 2,501,117 | $ | 2,501,951 | ||||
Loan amounts are net of unearned loan fees in excess of unamortized costs and premiums of $5.8 million as of March 31, 2025 and $6.0 million as of December 31, 2024. Net loans include unamortized net discounts on acquired loans of $1.9 million and $2.0 million as of March 31, 2025 and December 31, 2024, respectively. Net loans does not include accrued interest receivable.
Most of the Company’s CRE and multi-family real estate, construction, residential, and/or commercial business lending activities are with customers located in Western Washington, the Oregon Coast, or near our loan production offices in Vancouver and the Tri-Cities, Washington. While the Company primarily originates real estate, consumer, and commercial business loans in these market areas, it also originates indirect home improvement loans, including solar-related home improvement loans, through a network of home improvement contractors and dealers located throughout Washington, Oregon, California, Idaho, Colorado, Arizona, Minnesota, Nevada, Texas, Utah, Massachusetts, Montana, and New Hampshire. These indirect home improvement loans are generally secured by collateral, with legal documentation that establishes the Company's rights to the collateral, where practicable. Local economic conditions may affect borrowers’ ability to meet the stated repayment terms.
At March 31, 2025, the Company held approximately $1.08 billion in loans that are pledged as collateral for FHLB borrowings, compared to approximately $1.11 billion at December 31, 2024. The Company held approximately $597.4 million in loans that are pledged as collateral for the Federal Reserve Bank of San Francisco (the “FRB”) line of credit at March 31, 2025, compared to approximately $606.5 million at December 31, 2024.
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 way management monitors performance and credit quality. The three loan portfolio segments are: (a) real estate, (b) consumer, and (c) commercial business. 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:
CRE Loans
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.
CRE Lending. Loans originated by the Company primarily secured by income-producing properties, including retail centers, warehouses, and office buildings located in our market areas.
Commercial and Speculative 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. Custom one-to-four-family construction loans to the intended occupant of the residence are included under residential custom construction lending below.
Residential Real Estate Loans
One-to-Four-Family Real Estate Lending. One-to-four-family residential loans include both owner occupied properties (including second homes), and non-owner-occupied properties with up to four units. These loans, which are originated by the Company or periodically purchased from other banks, are secured by first mortgages on one-to-four-family residences in our market areas and are intended to be held in the Company's portfolio (excludes loans held for sale).
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.
Residential Custom Construction Lending. One-to-four-family custom construction loans to the intended occupant of the residence.
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 states where 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
C&I Lending. C&I loans originated by the Company to local small- and mid-sized businesses in our market area are secured primarily by accounts receivable, inventory, or personal property, plant and equipment. Some C&I loans purchased by the Company are outside of our market area. C&I loans are made based on the borrower’s ability to make repayment from the cash flow of the borrower’s business. At March 31, 2025 and December 31, 2024, C&I loans included Small Business Administration and United States Department of Agriculture guaranteed certificates of $51.6 million and $52.6 million, respectively.
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.
Allowance for Credit Losses
The following tables detail activity in the ACL on loans by loan categories at or for the three months ended March 31, 2025 and 2024:
| At or For the Three Months Ended March 31, 2025 |
||||||||||||||||||||
| Residential | Commercial | |||||||||||||||||||
| ACL ON LOANS |
CRE |
Real Estate |
Consumer |
Business |
Total |
|||||||||||||||
| Beginning balance |
$ | 7,001 | $ | 7,440 | $ | 14,185 | $ | 3,244 | $ | 31,870 | ||||||||||
| (Reversal of) provision for credit losses on loans |
(97 | ) | 35 | 1,960 | (393 | ) | 1,505 | |||||||||||||
| Charge-offs |
— | — | (1,636 | ) | (433 | ) | (2,069 | ) | ||||||||||||
| Recoveries |
— | — | 347 | — | 347 | |||||||||||||||
| Net (charge-offs) recoveries |
— | — | (1,289 | ) | (433 | ) | (1,722 | ) | ||||||||||||
| Ending balance |
$ | 6,904 | $ | 7,475 | $ | 14,856 | $ | 2,418 | $ | 31,653 | ||||||||||
| At or For the Three Months Ended March 31, 2024 |
||||||||||||||||||||
| Residential | Commercial | |||||||||||||||||||
| ACL ON LOANS |
CRE |
Real Estate |
Consumer |
Business |
Total |
|||||||||||||||
| Beginning balance |
$ | 7,293 | $ | 6,814 | $ | 13,357 | $ | 4,070 | $ | 31,534 | ||||||||||
| (Reversal of) provision for credit losses on loans |
(812 | ) | 958 | 644 | 631 | 1,421 | ||||||||||||||
| Charge-offs |
— | — | (1,486 | ) | (408 | ) | (1,894 | ) | ||||||||||||
| Recoveries |
— | — | 418 | — | 418 | |||||||||||||||
| Net charge-offs |
— | — | (1,068 | ) | (408 | ) | (1,476 | ) | ||||||||||||
| Ending balance |
$ | 6,481 | $ | 7,772 | $ | 12,933 | $ | 4,293 | $ | 31,479 | ||||||||||
The main reason for the provision for credit losses on loans for the three months ended March 31, 2025, was elevated net charge-offs. Additionally, the increase in the ACL on loans reflected shifts in credit quality (including changes in classified, past due and nonperforming loans) and adjustments to qualitative factors. The most significant qualitative factor change was an increase in qualitative reserves, attributable to higher levels of past due and nonperforming loans, as well as higher net charge-offs on consumer loans relative to prior periods.
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.
Loan Modifications to Borrowers Experiencing Financial Difficulty
The Company may modify the contractual terms of a loan to a borrower experiencing financial difficulty as a part of ongoing loss mitigation strategies. These modifications may result in an interest rate reduction, term extension, an other-than-insignificant payment delay, or a combination thereof. The Company typically does not offer principal forgiveness. An assessment of whether a borrower is experiencing financial difficulty is made on the date of a modification. The effect of most modifications made to borrowers experiencing financial difficulty is already included in the ACL on loans because of the measurement methodologies used to estimate the allowance.
The following tables present the amortized cost basis of loans at March 31, 2025 and 2024, that were both experiencing financial difficulty and modified during the three months ended March 31, 2025 and 2024, by class and by type of modification. The tables also present the percentage of the amortized cost basis of loans modified for borrowers experiencing financial difficulty relative to the total amortized cost basis of each class of financing receivable.
| March 31, 2025 |
||||||||
| Combination |
||||||||
| Term |
Total |
|||||||
| Extension |
Class of |
|||||||
| Payment |
Financing |
|||||||
| CRE LOANS |
Delay |
Receivable |
||||||
| CRE owner occupied |
$ | 1,196 | 0.7 | % | ||||
| March 31, 2024 |
||||||||
| Combination |
||||||||
| Term |
Total |
|||||||
| Extension |
Class of |
|||||||
| Interest Rate |
Financing |
|||||||
| CRE LOANS |
Reduction |
Receivable |
||||||
| CRE owner occupied |
$ | 1,102 | 0.6 | % | ||||
As of March 31, 2025, the Company had committed to lend additional amounts totaling $3.8 million to borrowers experiencing financial difficulty whose loans were modified within the previous 12 months.
The Company closely monitors the performance of loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table presents the performance of such loans that have been modified in the last 12 months as of March 31, 2025:
| March 31, 2025 |
||||||||||||||||
| 30-59 |
60-89 |
|||||||||||||||
| Days |
Days |
90 Days |
Total |
|||||||||||||
| Past |
Past |
or More |
Past |
|||||||||||||
| CRE LOANS |
Due |
Due |
Past Due |
Due |
||||||||||||
| Commercial and speculative construction and development |
$ | — | $ | — | $ | 6,487 | $ | 6,487 | ||||||||
There were no loans to borrowers experiencing financial difficulty that had a payment default during the three months ended March 31, 2024 and were modified in the twelve months prior to that default.
The following tables present the financial effect of the loan modifications presented above to borrowers experiencing financial difficulty for the three months ended March 31, 2025 and for the year ended March 31, 2024:
| For the Three Months Ended March 31, 2025 | ||||
| CRE LOANS |
Weighted-Average Term Extension Payment Delay (in years) |
|||
| CRE owner occupied |
2.7 | |||
| For the Three Months Ended March 31, 2024 | ||||
| CRE LOANS |
Weighted-Average Term Extension Payment Delay (in years) |
|||
| CRE owner occupied |
1.7 | |||
Nonaccrual and Past Due Loans
The following tables provide information pertaining to the aging analysis of contractually past due loans and nonaccrual loans at March 31, 2025 and December 31, 2024:
| March 31, 2025 |
||||||||||||||||||||||||||||
| 30-59 | 60-89 | |||||||||||||||||||||||||||
| Days |
Days |
90 Days |
Total |
Total |
||||||||||||||||||||||||
| Past |
Past |
or More |
Past |
Loans |
Non- |
|||||||||||||||||||||||
| CRE LOANS |
Due |
Due |
Past Due |
Due |
Current |
Receivable |
Accrual (1) |
|||||||||||||||||||||
| CRE owner occupied |
$ | 844 | $ | — | $ | — | $ | 844 | $ | 164,067 | $ | 164,911 | $ | 1,196 | ||||||||||||||
| CRE non-owner occupied |
— | — | — | — | 174,188 | 174,188 | — | |||||||||||||||||||||
| Commercial and speculative construction and development |
— | — | 6,487 | 6,487 | 282,491 | 288,978 | 6,487 | |||||||||||||||||||||
| Multi-family |
— | — | — | — | 244,940 | 244,940 | — | |||||||||||||||||||||
| Total CRE loans |
844 | — | 6,487 | 7,331 | 865,686 | 873,017 | 7,683 | |||||||||||||||||||||
| RESIDENTIAL REAL ESTATE LOANS |
||||||||||||||||||||||||||||
| One-to-four-family (excludes loans held for sale) |
757 | — | 973 | 1,730 | 635,569 | 637,299 | 1,134 | |||||||||||||||||||||
| Home equity |
53 | — | 125 | 178 | 73,668 | 73,846 | 252 | |||||||||||||||||||||
| Residential custom construction |
432 | — | — | 432 | 48,378 | 48,810 | — | |||||||||||||||||||||
| Total residential real estate loans |
1,242 | — | 1,098 | 2,340 | 757,615 | 759,955 | 1,386 | |||||||||||||||||||||
| CONSUMER LOANS |
||||||||||||||||||||||||||||
| Indirect home improvement |
3,804 | 1,496 | 1,238 | 6,538 | 525,500 | 532,038 | 2,821 | |||||||||||||||||||||
| Marine |
449 | 175 | 91 | 715 | 73,022 | 73,737 | 648 | |||||||||||||||||||||
| Other consumer |
7 | 22 | 1 | 30 | 3,088 | 3,118 | 1 | |||||||||||||||||||||
| Total consumer loans |
4,260 | 1,693 | 1,330 | 7,283 | 601,610 | 608,893 | 3,470 | |||||||||||||||||||||
| COMMERCIAL BUSINESS LOANS |
||||||||||||||||||||||||||||
| C&I |
3 | — | 1,932 | 1,935 | 273,021 | 274,956 | 1,932 | |||||||||||||||||||||
| Warehouse lending |
— | — | — | — | 15,949 | 15,949 | — | |||||||||||||||||||||
| Total commercial business loans |
3 | — | 1,932 | 1,935 | 288,970 | 290,905 | 1,932 | |||||||||||||||||||||
| Total loans |
$ | 6,349 | $ | 1,693 | $ | 10,847 | $ | 18,889 | $ | 2,513,881 | $ | 2,532,770 | $ | 14,471 | ||||||||||||||
| December 31, 2024 |
||||||||||||||||||||||||||||
| 30-59 | 60-89 | |||||||||||||||||||||||||||
| Days |
Days |
90 Days |
Total |
Total |
||||||||||||||||||||||||
| Past |
Past |
or More |
Past |
Loans |
Non- |
|||||||||||||||||||||||
| CRE LOANS |
Due |
Due |
Past Due |
Due |
Current |
Receivable |
Accrual (1) |
|||||||||||||||||||||
| CRE owner occupied |
$ | 845 | $ | — | $ | 1,625 | $ | 2,470 | $ | 167,926 | $ | 170,396 | $ | 2,771 | ||||||||||||||
| CRE non-owner occupied |
— | — | — | — | 174,921 | 174,921 | — | |||||||||||||||||||||
| Commercial and speculative construction and development |
— | — | 4,979 | 4,979 | 275,819 | 280,798 | 4,979 | |||||||||||||||||||||
| Multi-family |
— | — | — | — | 245,222 | 245,222 | — | |||||||||||||||||||||
| Total CRE loans |
845 | — | 6,604 | 7,449 | 863,888 | 871,337 | 7,750 | |||||||||||||||||||||
| RESIDENTIAL REAL ESTATE LOANS |
||||||||||||||||||||||||||||
| One-to-four-family |
2,507 | 253 | 76 | 2,836 | 614,486 | 617,322 | 164 | |||||||||||||||||||||
| Home equity |
20 | — | 251 | 271 | 74,876 | 75,147 | 261 | |||||||||||||||||||||
| Residential custom construction |
822 | — | — | 822 | 49,080 | 49,902 | — | |||||||||||||||||||||
| Total residential real estate loans |
3,349 | 253 | 327 | 3,929 | 738,442 | 742,371 | 425 | |||||||||||||||||||||
| CONSUMER LOANS |
||||||||||||||||||||||||||||
| Indirect home improvement |
3,920 | 1,787 | 758 | 6,465 | 535,481 | 541,946 | 1,677 | |||||||||||||||||||||
| Marine |
718 | 150 | 40 | 908 | 74,023 | 74,931 | 289 | |||||||||||||||||||||
| Other consumer |
17 | 1 | 13 | 31 | 3,273 | 3,304 | 14 | |||||||||||||||||||||
| Total consumer loans |
4,655 | 1,938 | 811 | 7,404 | 612,777 | 620,181 | 1,980 | |||||||||||||||||||||
| COMMERCIAL BUSINESS LOANS |
||||||||||||||||||||||||||||
| C&I |
118 | — | 3,331 | 3,449 | 283,565 | 287,014 | 3,446 | |||||||||||||||||||||
| Warehouse lending |
— | — | — | — | 12,918 | 12,918 | — | |||||||||||||||||||||
| Total commercial business loans |
118 | — | 3,331 | 3,449 | 296,483 | 299,932 | 3,446 | |||||||||||||||||||||
| Total loans |
$ | 8,967 | $ | 2,191 | $ | 11,073 | $ | 22,231 | $ | 2,511,590 | $ | 2,533,821 | $ | 13,601 | ||||||||||||||
| (1) |
Includes loans less than 90 days past due as applicable. |
There were no loans 90 days or more past due and still accruing interest at both March 31, 2025 and December 31, 2024.
There were $977,000 and $84,000 in residential real estate loans in the process of foreclosure at March 31, 2025 and December 31, 2024, respectively.
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 reported as “Pass” and loans in risk grades 7 to 10 reported as classified loans in the Company’s ACL 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”)” or “Special Mention” 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. |
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 and Account Management 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 choose to conservatively risk rate credits even if paying in accordance with the loan’s repayment terms.
CRE, commercial 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. We regularly review our credits for accuracy of risk grades whenever we receive new information. Borrowers are generally required to submit financial information at regular intervals. Typically, commercial borrowers with lines of credit are required to submit financial information with reporting intervals ranging from monthly to annually depending on credit size, risk, and complexity. In addition, nonowner-occupied CRE borrowers with loans exceeding a certain dollar threshold are usually required to submit rent rolls or property income statements annually. We monitor construction loans monthly. We also review loans graded “Watch” or worse, regardless of loan type, no less than quarterly.
The following tables summarize risk rated loan balances and total current period gross charge-offs by category, as of the dates indicated. Term loans that were renewed or extended for periods longer than 90 days are presented as new originations in the year of the most recent renewal or extension.
| March 31, 2025 |
||||||||||||||||||||||||||||||||||||
| Revolving |
||||||||||||||||||||||||||||||||||||
| Loans |
||||||||||||||||||||||||||||||||||||
| CRE LOANS |
Term Loans by Year of Origination |
Revolving |
Converted |
Total |
||||||||||||||||||||||||||||||||
| CRE owner occupied |
2025 |
2024 |
2023 |
2022 |
2021 |
Prior |
Loans |
to Term |
Loans |
|||||||||||||||||||||||||||
| Pass |
$ | 163 | $ | 4,635 | $ | 32,690 | $ | 34,976 | $ | 12,545 | $ | 50,771 | $ | — | $ | — | $ | 135,780 | ||||||||||||||||||
| Watch |
149 | — | — | 9,253 | 12,589 | 4,710 | — | — | 26,701 | |||||||||||||||||||||||||||
| Special mention |
— | — | — | — | — | 390 | — | — | 390 | |||||||||||||||||||||||||||
| Substandard |
— | — | — | — | — | 2,040 | — | — | 2,040 | |||||||||||||||||||||||||||
| Total CRE owner occupied |
312 | 4,635 | 32,690 | 44,229 | 25,134 | 57,911 | — | — | 164,911 | |||||||||||||||||||||||||||
| CRE non-owner occupied |
||||||||||||||||||||||||||||||||||||
| Pass |
1,311 | 8,365 | 16,370 | 48,655 | 35,908 | 56,507 | — | — | 167,116 | |||||||||||||||||||||||||||
| Watch |
— | — | 3,116 | 1,380 | — | 2,576 | — | — | 7,072 | |||||||||||||||||||||||||||
| Total CRE non-owner occupied |
1,311 | 8,365 | 19,486 | 50,035 | 35,908 | 59,083 | — | — | 174,188 | |||||||||||||||||||||||||||
| Commercial and speculative construction and development |
||||||||||||||||||||||||||||||||||||
| Pass |
20,651 | 138,895 | 59,090 | 23,987 | 29,156 | 365 | 10,347 | — | 282,491 | |||||||||||||||||||||||||||
| Substandard |
— | — | — | 6,487 | — | — | — | — | 6,487 | |||||||||||||||||||||||||||
| Total commercial and speculative construction and development |
20,651 | 138,895 | 59,090 | 30,474 | 29,156 | 365 | 10,347 | — | 288,978 | |||||||||||||||||||||||||||
| Multi-family |
||||||||||||||||||||||||||||||||||||
| Pass |
4,986 | 20,658 | 7,010 | 20,016 | 88,182 | 104,088 | — | — | 244,940 | |||||||||||||||||||||||||||
| Total multi-family |
4,986 | 20,658 | 7,010 | 20,016 | 88,182 | 104,088 | — | — | 244,940 | |||||||||||||||||||||||||||
| Total CRE loans |
$ | 27,260 | $ | 172,553 | $ | 118,276 | $ | 144,754 | $ | 178,380 | $ | 221,447 | $ | 10,347 | $ | — | $ | 873,017 | ||||||||||||||||||
| March 31, 2025 |
||||||||||||||||||||||||||||||||||||
| RESIDENTIAL |
Revolving |
|||||||||||||||||||||||||||||||||||
| REAL ESTATE LOANS |
Loans |
|||||||||||||||||||||||||||||||||||
| One-to-four-family |
Term Loans by Year of Origination |
Revolving |
Converted |
Total |
||||||||||||||||||||||||||||||||
| (excludes loans held for sale) |
2025 |
2024 |
2023 |
2022 |
2021 |
Prior |
Loans |
to Term |
Loans |
|||||||||||||||||||||||||||
| Pass |
$ | 36,973 | $ | 67,486 | $ | 113,671 | $ | 169,969 | $ | 105,257 | $ | 140,215 | $ | — | $ | — | $ | 633,571 | ||||||||||||||||||
| Substandard |
— | — | — | 725 | — | 3,003 | — | — | 3,728 | |||||||||||||||||||||||||||
| Total one-to-four-family |
36,973 | 67,486 | 113,671 | 170,694 | 105,257 | 143,218 | — | — | 637,299 | |||||||||||||||||||||||||||
| Home equity |
||||||||||||||||||||||||||||||||||||
| Pass |
2,062 | 2,998 | 2,103 | 319 | 1,527 | 7,586 | 56,999 | — | 73,594 | |||||||||||||||||||||||||||
| Substandard |
— | — | — | — | — | 10 | 242 | — | 252 | |||||||||||||||||||||||||||
| Total home equity |
2,062 | 2,998 | 2,103 | 319 | 1,527 | 7,596 | 57,241 | — | 73,846 | |||||||||||||||||||||||||||
| Residential custom construction |
||||||||||||||||||||||||||||||||||||
| Pass |
6,743 | 36,898 | 3,789 | 1,380 | — | — | — | — | 48,810 | |||||||||||||||||||||||||||
| Total residential custom construction |
6,743 | 36,898 | 3,789 | 1,380 | — | — | — | — | 48,810 | |||||||||||||||||||||||||||
| Total residential real estate loans |
$ | 45,778 | $ | 107,382 | $ | 119,563 | $ | 172,393 | $ | 106,784 | $ | 150,814 | $ | 57,241 | $ | — | $ | 759,955 | ||||||||||||||||||
| March 31, 2025 |
||||||||||||||||||||||||||||||||||||
| Revolving |
||||||||||||||||||||||||||||||||||||
| Loans | ||||||||||||||||||||||||||||||||||||
| CONSUMER LOANS |
Term Loans by Year of Origination | Revolving | Converted | Total | ||||||||||||||||||||||||||||||||
| Indirect home improvement |
2025 |
2024 |
2023 |
2022 |
2021 |
Prior |
Loans |
to Term |
Loans |
|||||||||||||||||||||||||||
| Pass |
$ | 23,691 | $ | 90,628 | $ | 121,846 | $ | 158,422 | $ | 70,273 | $ | 64,357 | $ | — | $ | — | $ | 529,217 | ||||||||||||||||||
| Substandard |
— | 427 | 622 | 940 | 306 | 526 | — | — | 2,821 | |||||||||||||||||||||||||||
| Total indirect home improvement |
23,691 | 91,055 | 122,468 | 159,362 | 70,579 | 64,883 | — | — | 532,038 | |||||||||||||||||||||||||||
| Indirect home improvement gross charge-offs |
— | 281 | 395 | 538 | 181 | 184 | — | — | 1,579 | |||||||||||||||||||||||||||
| Marine |
||||||||||||||||||||||||||||||||||||
| Pass |
1,489 | 12,449 | 10,994 | 19,869 | 8,139 | 20,149 | — | — | 73,089 | |||||||||||||||||||||||||||
| Substandard |
— | — | — | 214 | 97 | 337 | — | — | 648 | |||||||||||||||||||||||||||
| Total marine |
1,489 | 12,449 | 10,994 | 20,083 | 8,236 | 20,486 | — | — | 73,737 | |||||||||||||||||||||||||||
| Marine gross charge-offs |
— | 20 | — | — | — | — | — | — | 20 | |||||||||||||||||||||||||||
| Other consumer |
||||||||||||||||||||||||||||||||||||
| Pass |
84 | 254 | 77 | 279 | 31 | 154 | 2,238 | — | 3,117 | |||||||||||||||||||||||||||
| Substandard |
— | — | — | — | — | — | 1 | — | 1 | |||||||||||||||||||||||||||
| Total other consumer |
84 | 254 | 77 | 279 | 31 | 154 | 2,239 | — | 3,118 | |||||||||||||||||||||||||||
| Other consumer gross charge-offs |
— | — | — | — | 2 | 8 | 27 | — | 37 | |||||||||||||||||||||||||||
| Total consumer loans |
$ | 25,264 | $ | 103,758 | $ | 133,539 | $ | 179,724 | $ | 78,846 | $ | 85,523 | $ | 2,239 | $ | — | $ | 608,893 | ||||||||||||||||||
| Total consumer loans gross charge-offs |
$ | — | $ | 301 | $ | 395 | $ | 538 | $ | 183 | $ | 192 | $ | 27 | $ | — | $ | 1,636 | ||||||||||||||||||
| March 31, 2025 |
||||||||||||||||||||||||||||||||||||
| Revolving |
||||||||||||||||||||||||||||||||||||
| COMMERCIAL |
Loans |
|||||||||||||||||||||||||||||||||||
| BUSINESS LOANS |
Term Loans by Year of Origination | Revolving | Converted | Total | ||||||||||||||||||||||||||||||||
| C&I |
2025 |
2024 |
2023 |
2022 |
2021 |
Prior |
Loans |
to Term |
Loans |
|||||||||||||||||||||||||||
| Pass |
$ | 5,525 | $ | 57,442 | $ | 19,510 | $ | 19,628 | $ | 15,538 | $ | 12,972 | $ | 123,906 | $ | — | $ | 254,521 | ||||||||||||||||||
| Watch |
— | — | 4,991 | — | 666 | 1,658 | 3,191 | — | 10,506 | |||||||||||||||||||||||||||
| Special mention |
— | — | — | — | 532 | 501 | 1,372 | — | 2,405 | |||||||||||||||||||||||||||
| Substandard |
205 | — | 2,131 | — | 1,795 | 2,504 | 889 | — | 7,524 | |||||||||||||||||||||||||||
| Total C&I |
5,730 | 57,442 | 26,632 | 19,628 | 18,531 | 17,635 | 129,358 | — | 274,956 | |||||||||||||||||||||||||||
| C&I gross charge-offs |
— | — | — | — | 433 | — | — | — | 433 | |||||||||||||||||||||||||||
| Warehouse lending |
||||||||||||||||||||||||||||||||||||
| Pass |
— | — | — | — | — | — | 14,062 | — | 14,062 | |||||||||||||||||||||||||||
| Special mention |
— | — | — | — | — | — | 1,887 | — | 1,887 | |||||||||||||||||||||||||||
| Total warehouse lending |
— | — | — | — | — | — | 15,949 | — | 15,949 | |||||||||||||||||||||||||||
| Total commercial business loans |
$ | 5,730 | $ | 57,442 | $ | 26,632 | $ | 19,628 | $ | 18,531 | $ | 17,635 | $ | 145,307 | $ | — | $ | 290,905 | ||||||||||||||||||
| Total commercial business loans gross charge-offs |
$ | — | $ | — | $ | — | $ | — | $ | 433 | $ | — | $ | — | $ | — | $ | 433 | ||||||||||||||||||
| TOTAL LOANS RECEIVABLE, GROSS |
||||||||||||||||||||||||||||||||||||
| Pass |
$ | 103,678 | $ | 440,708 | $ | 387,150 | $ | 497,500 | $ | 366,556 | $ | 457,164 | $ | 207,552 | $ | — | $ | 2,460,308 | ||||||||||||||||||
| Watch |
149 | — | 8,107 | 10,633 | 13,255 | 8,944 | 3,191 | — | 44,279 | |||||||||||||||||||||||||||
| Special mention |
— | — | — | — | 532 | 891 | 3,259 | — | 4,682 | |||||||||||||||||||||||||||
| Substandard |
205 | 427 | 2,753 | 8,366 | 2,198 | 8,420 | 1,132 | — | 23,501 | |||||||||||||||||||||||||||
| Total loans receivable, gross |
$ | 104,032 | $ | 441,135 | $ | 398,010 | $ | 516,499 | $ | 382,541 | $ | 475,419 | $ | 215,134 | $ | — | $ | 2,532,770 | ||||||||||||||||||
| Total gross charge-offs |
$ | — | $ | 301 | $ | 395 | $ | 538 | $ | 616 | $ | 192 | $ | 27 | $ | — | $ | 2,069 | ||||||||||||||||||
| December 31, 2024 |
||||||||||||||||||||||||||||||||||||
| Revolving |
||||||||||||||||||||||||||||||||||||
| Loans |
||||||||||||||||||||||||||||||||||||
| CRE LOANS |
Term Loans by Year of Origination |
Revolving |
Converted |
Total |
||||||||||||||||||||||||||||||||
| CRE owner occupied |
2024 |
2023 |
2022 |
2021 |
2020 |
Prior |
Loans |
to Term |
Loans |
|||||||||||||||||||||||||||
| Pass |
$ | 4,659 | $ | 31,943 | $ | 35,248 | $ | 15,653 | $ | 28,970 | $ | 22,926 | $ | — | $ | 679 | $ | 140,078 | ||||||||||||||||||
| Watch |
— | — | 9,300 | 12,654 | — | 4,354 | — | — | 26,308 | |||||||||||||||||||||||||||
| Special mention |
— | — | — | — | — | 394 | — | — | 394 | |||||||||||||||||||||||||||
| Substandard |
— | — | — | — | 1,625 | 1,991 | — | — | 3,616 | |||||||||||||||||||||||||||
| Total CRE owner occupied |
4,659 | 31,943 | 44,548 | 28,307 | 30,595 | 29,665 | — | 679 | 170,396 | |||||||||||||||||||||||||||
| CRE non-owner occupied |
||||||||||||||||||||||||||||||||||||
| Pass |
8,364 | 16,491 | 48,829 | 36,221 | 14,682 | 43,216 | — | — | 167,803 | |||||||||||||||||||||||||||
| Watch |
— | 3,135 | 1,389 | — | — | 2,594 | — | — | 7,118 | |||||||||||||||||||||||||||
| Total CRE non-owner occupied |
8,364 | 19,626 | 50,218 | 36,221 | 14,682 | 45,810 | — | — | 174,921 | |||||||||||||||||||||||||||
| Commercial and speculative construction and development |
||||||||||||||||||||||||||||||||||||
| Pass |
129,201 | 77,241 | 28,810 | 29,851 | — | 380 | 10,336 | — | 275,819 | |||||||||||||||||||||||||||
| Substandard |
— | — | 4,979 | — | — | — | — | — | 4,979 | |||||||||||||||||||||||||||
| Total commercial and speculative construction and development |
129,201 | 77,241 | 33,789 | 29,851 | — | 380 | 10,336 | — | 280,798 | |||||||||||||||||||||||||||
| Multi-family |
||||||||||||||||||||||||||||||||||||
| Pass |
20,662 | 7,030 | 20,098 | 89,733 | 59,886 | 47,813 | — | — | 245,222 | |||||||||||||||||||||||||||
| Total multi-family |
20,662 | 7,030 | 20,098 | 89,733 | 59,886 | 47,813 | — | — | 245,222 | |||||||||||||||||||||||||||
| Total CRE loans |
$ | 162,886 | $ | 135,840 | $ | 148,653 | $ | 184,112 | $ | 105,163 | $ | 123,668 | $ | 10,336 | $ | 679 | $ | 871,337 | ||||||||||||||||||
| December 31, 2024 |
||||||||||||||||||||||||||||||||||||
| RESIDENTIAL |
Revolving |
|||||||||||||||||||||||||||||||||||
| REAL ESTATE LOANS |
Loans |
|||||||||||||||||||||||||||||||||||
| One-to-four-family |
Term Loans by Year of Origination |
Revolving |
Converted |
Total |
||||||||||||||||||||||||||||||||
| (excludes loans held for sale) |
2024 |
2023 |
2022 |
2021 |
2020 |
Prior |
Loans |
to Term |
Loans |
|||||||||||||||||||||||||||
| Pass |
$ | 77,602 | $ | 110,505 | $ | 174,355 | $ | 109,006 | $ | 76,653 | $ | 66,426 | $ | — | $ | — | $ | 614,547 | ||||||||||||||||||
| Substandard |
— | — | 735 | — | — | 2,040 | — | — | 2,775 | |||||||||||||||||||||||||||
| Total one-to-four-family |
77,602 | 110,505 | 175,090 | 109,006 | 76,653 | 68,466 | — | — | 617,322 | |||||||||||||||||||||||||||
| Home equity |
||||||||||||||||||||||||||||||||||||
| Pass |
6,501 | 2,379 | 326 | 1,538 | 5,930 | 1,631 | 56,430 | 151 | 74,886 | |||||||||||||||||||||||||||
| Substandard |
— | — | — | — | — | 14 | 247 | — | 261 | |||||||||||||||||||||||||||
| Total home equity |
6,501 | 2,379 | 326 | 1,538 | 5,930 | 1,645 | 56,677 | 151 | 75,147 | |||||||||||||||||||||||||||
| Residential custom construction |
||||||||||||||||||||||||||||||||||||
| Pass |
38,741 | 9,771 | 1,390 | — | — | — | — | — | 49,902 | |||||||||||||||||||||||||||
| Total residential custom construction |
38,741 | 9,771 | 1,390 | — | — | — | — | — | 49,902 | |||||||||||||||||||||||||||
| Total residential real estate loans |
$ | 122,844 | $ | 122,655 | $ | 176,806 | $ | 110,544 | $ | 82,583 | $ | 70,111 | $ | 56,677 | $ | 151 | $ | 742,371 | ||||||||||||||||||
| December 31, 2024 |
||||||||||||||||||||||||||||||||||||
| Revolving |
||||||||||||||||||||||||||||||||||||
| Loans | ||||||||||||||||||||||||||||||||||||
| CONSUMER LOANS |
Term Loans by Year of Origination | Revolving | Converted | Total | ||||||||||||||||||||||||||||||||
| Indirect home improvement |
2024 |
2023 |
2022 |
2021 |
2020 |
Prior |
Loans |
to Term |
Loans |
|||||||||||||||||||||||||||
| Pass |
$ | 98,516 | $ | 130,254 | $ | 167,896 | $ | 74,577 | $ | 28,045 | $ | 40,981 | $ | — | $ | — | $ | 540,269 | ||||||||||||||||||
| Substandard |
99 | 403 | 712 | 100 | 106 | 257 | — | — | 1,677 | |||||||||||||||||||||||||||
| Total indirect home improvement |
98,615 | 130,657 | 168,608 | 74,677 | 28,151 | 41,238 | — | — | 541,946 | |||||||||||||||||||||||||||
| Indirect home improvement gross charge-offs |
381 | 1,477 | 1,627 | 677 | 568 | 523 | — | — | 5,253 | |||||||||||||||||||||||||||
| Marine |
||||||||||||||||||||||||||||||||||||
| Pass |
13,322 | 11,386 | 20,449 | 8,521 | 10,958 | 10,006 | — | — | 74,642 | |||||||||||||||||||||||||||
| Substandard |
— | — | — | — | 106 | 183 | — | — | 289 | |||||||||||||||||||||||||||
| Total marine |
13,322 | 11,386 | 20,449 | 8,521 | 11,064 | 10,189 | — | — | 74,931 | |||||||||||||||||||||||||||
| Marine gross charge-offs |
— | 21 | 128 | 51 | 128 | 237 | — | — | 565 | |||||||||||||||||||||||||||
| Other consumer |
||||||||||||||||||||||||||||||||||||
| Pass |
310 | 93 | 334 | 56 | 35 | 126 | 2,336 | — | 3,290 | |||||||||||||||||||||||||||
| Substandard |
— | — | — | 3 | — | — | 11 | — | 14 | |||||||||||||||||||||||||||
| Total other consumer |
310 | 93 | 334 | 59 | 35 | 126 | 2,347 | — | 3,304 | |||||||||||||||||||||||||||
| Other consumer gross charge-offs |
1 | 33 | 6 | — | — | 45 | 91 | — | 176 | |||||||||||||||||||||||||||
| Total consumer loans |
$ | 112,247 | $ | 142,136 | $ | 189,391 | $ | 83,257 | $ | 39,250 | $ | 51,553 | $ | 2,347 | $ | — | $ | 620,181 | ||||||||||||||||||
| Total consumer loans gross charge-offs |
$ | 382 | $ | 1,531 | $ | 1,761 | $ | 728 | $ | 696 | $ | 805 | $ | 91 | $ | — | $ | 5,994 | ||||||||||||||||||
| December 31, 2024 |
||||||||||||||||||||||||||||||||||||
| Revolving |
||||||||||||||||||||||||||||||||||||
| COMMERCIAL |
Loans |
|||||||||||||||||||||||||||||||||||
| BUSINESS LOANS |
Term Loans by Year of Origination | Revolving | Converted | Total | ||||||||||||||||||||||||||||||||
| C&I |
2024 |
2023 |
2022 |
2021 |
2020 |
Prior |
Loans |
to Term |
Loans |
|||||||||||||||||||||||||||
| Pass |
$ | 65,491 | $ | 20,084 | $ | 20,091 | $ | 16,468 | $ | 6,135 | $ | 8,791 | $ | 120,899 | $ | 602 | $ | 258,561 | ||||||||||||||||||
| Watch |
— | 4,987 | — | 722 | 1,799 | — | 4,183 | — | 11,691 | |||||||||||||||||||||||||||
| Special mention |
— | — | — | 543 | — | 556 | 6,375 | — | 7,474 | |||||||||||||||||||||||||||
| Substandard |
— | 2,373 | — | 2,243 | 1,255 | 1,296 | 2,121 | — | 9,288 | |||||||||||||||||||||||||||
| Total C&I |
65,491 | 27,444 | 20,091 | 19,976 | 9,189 | 10,643 | 133,578 | 602 | 287,014 | |||||||||||||||||||||||||||
| C&I gross charge-offs |
— | — | — | — | — | 380 | 761 | — | 1,141 | |||||||||||||||||||||||||||
| Warehouse lending |
||||||||||||||||||||||||||||||||||||
| Pass |
— | — | — | — | — | — | 11,060 | — | 11,060 | |||||||||||||||||||||||||||
| Special mention |
— | — | — | — | — | — | 1,858 | — | 1,858 | |||||||||||||||||||||||||||
| Total warehouse lending |
— | — | — | — | — | — | 12,918 | — | 12,918 | |||||||||||||||||||||||||||
| Total commercial business loans |
$ | 65,491 | $ | 27,444 | $ | 20,091 | $ | 19,976 | $ | 9,189 | $ | 10,643 | $ | 146,496 | $ | 602 | $ | 299,932 | ||||||||||||||||||
| Total commercial business loans gross charge-offs |
$ | — | $ | — | $ | — | $ | — | $ | — | $ | 380 | $ | 761 | $ | — | $ | 1,141 | ||||||||||||||||||
| TOTAL LOANS RECEIVABLE, GROSS |
||||||||||||||||||||||||||||||||||||
| Pass |
$ | 463,369 | $ | 417,177 | $ | 517,826 | $ | 381,624 | $ | 231,294 | $ | 242,296 | $ | 201,061 | $ | 1,432 | $ | 2,456,079 | ||||||||||||||||||
| Watch |
— | 8,122 | 10,689 | 13,376 | 1,799 | 6,948 | 4,183 | — | 45,117 | |||||||||||||||||||||||||||
| Special mention |
— | — | — | 543 | — | 950 | 8,233 | — | 9,726 | |||||||||||||||||||||||||||
| Substandard |
99 | 2,776 | 6,426 | 2,346 | 3,092 | 5,781 | 2,379 | — | 22,899 | |||||||||||||||||||||||||||
| Total loans receivable, gross |
$ | 463,468 | $ | 428,075 | $ | 534,941 | $ | 397,889 | $ | 236,185 | $ | 255,975 | $ | 215,856 | $ | 1,432 | $ | 2,533,821 | ||||||||||||||||||
| Total gross charge-offs |
$ | 382 | $ | 1,531 | $ | 1,761 | $ | 728 | $ | 696 | $ | 1,185 | $ | 852 | $ | — | $ | 7,135 | ||||||||||||||||||
The following table presents the amortized cost basis of loans on nonaccrual status as of the dates indicated:
| March 31, 2025 |
December 31, 2024 |
|||||||||||||||||||||||
| Nonaccrual with |
Nonaccrual with |
Total |
Nonaccrual with |
Nonaccrual with |
Total |
|||||||||||||||||||
| CRE LOANS |
No ACL |
ACL |
Nonaccrual |
No ACL |
ACL |
Nonaccrual |
||||||||||||||||||
| CRE owner occupied |
$ | 1,196 | $ | — | $ | 1,196 | $ | 2,771 | $ | — | $ | 2,771 | ||||||||||||
| Commercial and speculative construction and development |
— | 6,487 | 6,487 | — | 4,979 | 4,979 | ||||||||||||||||||
| 1,196 | 6,487 | 7,683 | 2,771 | 4,979 | 7,750 | |||||||||||||||||||
| RESIDENTIAL REAL ESTATE LOANS |
||||||||||||||||||||||||
| One-to-four-family |
1,134 | — | 1,134 | 164 | — | 164 | ||||||||||||||||||
| Home equity |
252 | — | 252 | 261 | — | 261 | ||||||||||||||||||
| 1,386 | — | 1,386 | 425 | — | 425 | |||||||||||||||||||
| CONSUMER LOANS |
||||||||||||||||||||||||
| Indirect home improvement |
— | 2,821 | 2,821 | — | 1,677 | 1,677 | ||||||||||||||||||
| Marine |
— | 648 | 648 | — | 289 | 289 | ||||||||||||||||||
| Other consumer |
— | 1 | 1 | — | 14 | 14 | ||||||||||||||||||
| — | 3,470 | 3,470 | — | 1,980 | 1,980 | |||||||||||||||||||
| COMMERCIAL BUSINESS LOANS |
||||||||||||||||||||||||
| C&I |
1,932 | — | 1,932 | 2,486 | 960 | 3,446 | ||||||||||||||||||
| Total |
$ | 4,514 | $ | 9,957 | $ | 14,471 | $ | 5,682 | $ | 7,919 | $ | 13,601 | ||||||||||||
The Company recognized interest income on a cash basis for nonaccrual loans of $105,000 and $111,000 during the three months ended March 31, 2025 and 2024, respectively.
The following table presents the amortized cost basis of collateral dependent loans by class of loans as of the dates indicated:
| March 31, 2025 |
December 31, 2024 |
|||||||||||||||||||||||||||||||
| Residential |
Other |
Residential |
Other |
|||||||||||||||||||||||||||||
| Real | Non-Real | Real | Non-Real | |||||||||||||||||||||||||||||
| CRE LOANS |
CRE |
Estate |
Estate |
Total |
CRE |
Estate |
Estate |
Total |
||||||||||||||||||||||||
| CRE owner occupied |
$ | 1,196 | $ | — | $ | — | $ | 1,196 | $ | 2,771 | $ | — | $ | — | $ | 2,771 | ||||||||||||||||
| Commercial and speculative construction and development |
6,487 | — | — | 6,487 | 4,979 | — | 4,979 | |||||||||||||||||||||||||
| 7,683 | — | — | 7,683 | 7,750 | — | — | 7,750 | |||||||||||||||||||||||||
| RESIDENTIAL REAL ESTATE LOANS |
||||||||||||||||||||||||||||||||
| One-to-four-family |
— | 1,134 | — | 1,134 | — | 164 | — | 164 | ||||||||||||||||||||||||
| Home equity |
— | 252 | — | 252 | — | 261 | — | 261 | ||||||||||||||||||||||||
| — | 1,386 | — | 1,386 | — | 425 | — | 425 | |||||||||||||||||||||||||
| CONSUMER LOANS |
||||||||||||||||||||||||||||||||
| Indirect home improvement |
— | — | 2,821 | 2,821 | — | — | 1,677 | 1,677 | ||||||||||||||||||||||||
| Marine |
— | — | 648 | 648 | — | — | 289 | 289 | ||||||||||||||||||||||||
| — | — | 3,469 | 3,469 | — | — | 1,966 | 1,966 | |||||||||||||||||||||||||
| COMMERCIAL BUSINESS LOANS |
||||||||||||||||||||||||||||||||
| C&I |
— | — | 1,932 | 1,932 | — | — | 3,446 | 3,446 | ||||||||||||||||||||||||
| Total |
$ | 7,683 | $ | 1,386 | $ | 5,401 | $ | 14,470 | $ | 7,750 | $ | 425 | $ | 5,412 | $ | 13,587 | ||||||||||||||||
NOTE 4 – MORTGAGE SERVICING RIGHTS
Loans serviced for others are not included on the Consolidated Balance Sheets. The unpaid principal balance of residential mortgage loans serviced for others was $1.63 billion at both March 31, 2025 and December 31, 2024.
The following table summarizes MSRs activity at or for the dates indicated:
| At or For the Three Months Ended |
||||||||
| March 31, |
||||||||
| 2025 |
2024 |
|||||||
| Beginning balance, at the lower of cost or fair value |
$ | 9,204 | $ | 17,176 | ||||
| Additions |
308 | 576 | ||||||
| Sales |
— | (7,953 | ) | |||||
| MSRs amortized |
(595 | ) | (697 | ) | ||||
| Recovery (impairment) of MSRs |
9 | (93 | ) | |||||
| Ending balance, at the lower of cost or fair value |
$ | 8,926 | $ | 9,009 | ||||
The fair value of the MSRs’ assets was $20.7 million and $21.0 million at March 31, 2025 and December 31, 2024, respectively. Fair value adjustments to MSRs 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 MSRs portfolio could result in significant changes in the valuation adjustments, thus creating potential volatility in the carrying amount of MSRs.
The following provides valuation assumptions used in determining the fair value of MSRs at the dates indicated:
| At March 31, | At December 31, | |||||||
| Key assumptions: |
2025 |
2024 |
||||||
| Weighted average discount rate |
9.8 | % | 10.2 | % | ||||
| Conditional prepayment rate (“CPR”) |
8.9 | % | 8.3 | % | ||||
| Weighted average life in years |
7.7 | 7.9 | ||||||
Key economic assumptions of the current fair value for single family MSRs 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 the dates indicated:
| March 31, | December 31, | |||||||
| 2025 |
2024 |
|||||||
| Aggregate portfolio principal balance |
$ | 1,634,465 | $ | 1,632,141 | ||||
| Weighted average rate of loans in MSRs portfolio |
4.3 | % | 4.2 | % | ||||
| At March 31, 2025 |
Base |
0.5% Adverse Rate Change |
1.0% Adverse Rate Change |
|||||||||
| Conditional prepayment rate |
8.9 | % | 11.6 | % | 15.1 | % | ||||||
| Fair value MSRs |
$ | 20,655 | $ | 19,141 | $ | 17,695 | ||||||
| Percentage of MSRs |
1.3 | % | 1.2 | % | 1.1 | % | ||||||
| Discount rate |
9.8 | % | 10.3 | % | 10.8 | % | ||||||
| Fair value MSRs |
$ | 20,655 | $ | 20,209 | $ | 19,781 | ||||||
| Percentage of MSRs |
1.3 | % | 1.2 | % | 1.2 | % | ||||||
| At December 31, 2024 |
Base |
0.5% Adverse Rate Change |
1.0% Adverse Rate Change |
|||||||||
| Conditional prepayment rate |
8.3 | % | 10.1 | % | 12.7 | % | ||||||
| Fair value MSRs |
$ | 21,043 | $ | 20,127 | $ | 19,067 | ||||||
| Percentage of MSRs |
1.2 | % | 1.2 | % | 1.1 | % | ||||||
| Discount rate |
10.2 | % | 10.7 | % | 11.2 | % | ||||||
| Fair value MSRs |
$ | 21,043 | $ | 20,587 | $ | 20,149 | ||||||
| Percentage of MSRs |
1.3 | % | 1.3 | % | 1.2 | % | ||||||
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 MSRs which is extremely 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 MSRs. 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 MSRs 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 MSRs 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 $1.1 million and $1.4 million of gross contractually specified servicing fees, late fees, and other ancillary fees resulting from servicing of loans for the three months ended March 31, 2025 and 2024, respectively. The income, net of amortization of MSRs, is reported in “Service charges and fee income” on the Consolidated Statements of Income.
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.
Customer Swaps Not Designated as Hedges
The Company also enters into derivative contracts, which consist of interest rate swaps, to facilitate the needs of clients desiring to manage interest rate risk. These swaps are not designated as accounting hedges under ASC 815, Derivatives and Hedging. To economically hedge the interest rate risk associated with offering this product, the Company simultaneously enters into derivative contracts with third parties to offset the customer contracts such that the Company minimizes its net risk exposure resulting from such transactions. The derivative contracts are structured such that the notional amounts reduce over time to generally match the expected amortization of the underlying loans. These derivatives are not speculative and arise from a service provided to clients.
Cash Flow Hedges
The Company has entered into interest rate swaps to reduce the exposure to variability in interest-related cash outflows attributable to changes in forecasted Secured Overnight Financing Rate (“SOFR”) based brokered deposits. These derivative instruments are designated as cash flow hedges. The hedged item is the SOFR portion of the series of future adjustable-rate borrowings and deposits over the term of the interest rate swap. Accordingly, changes to the amount of interest payment cash flows for the hedged transactions attributable to a change in credit risk are excluded from management’s assessment of hedge effectiveness. The Company tests for hedging effectiveness on a quarterly basis. The accumulated other comprehensive income is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The Company has not recorded any hedge ineffectiveness since inception.
The Company expects that approximately $922,000 will be reclassified from accumulated other comprehensive loss 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 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.
The following amounts were recorded on the balance sheet related to cumulative-basis adjustment for fair value hedges for the dates indicated:
| Line item in the Consolidated Balance Sheets in which the hedged item is included |
Carrying Amount of the Hedged Assets |
Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets |
||||||
| March 31, 2025 |
||||||||
| Investment securities (1) |
$ | 56,903 | $ | 3,907 | ||||
| Total |
$ | 56,903 | $ | 3,907 | ||||
| December 31, 2024 |
||||||||
| Investment securities (1) |
$ | 55,701 | $ | 4,299 | ||||
| Total |
$ | 55,701 | $ | 4,299 | ||||
| (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 March 31, 2025, the amortized cost basis of the closed portfolios used in these hedging relationships was $187.7 million; the cumulative basis adjustments associated with these hedging relationships was $3.9 million; and the amount of the designated hedged items was $60.0 million. At December 31, 2024, the amortized cost basis of the closed portfolios used in these hedging relationships was $189.0 million; the cumulative basis adjustment associated with these hedging relationships was $4.3 million; and the amount of the designated hedged items was $60.0 million. |
The following tables summarize the Company’s derivative instruments at the dates indicated. The Company recognizes derivative assets and liabilities in “Other assets” and “Other liabilities,” respectively, on the Consolidated Balance Sheets, as follows:
| March 31, 2025 |
||||||||||||
| Fair Value |
||||||||||||
| Cash flow and fair value hedges: |
Notional |
Asset |
Liability |
|||||||||
| Interest rate swaps |
$ | 265,000 | $ | 4,242 | $ | 256 | ||||||
| Non-hedging derivatives: |
||||||||||||
| Fallout adjusted interest rate lock commitments with customers |
35,328 | 439 | — | |||||||||
| Mandatory and best effort forward commitments with investors |
12,401 | — | 60 | |||||||||
| Forward TBA mortgage-backed securities |
47,000 | — | 166 | |||||||||
| Interest rate swaps - customer swap positions |
716 | — | 50 | |||||||||
| Interest rate swaps - dealer offsets to customer swap positions |
716 | 50 | — | |||||||||
| December 31, 2024 |
||||||||||||
| Fair Value |
||||||||||||
| Cash flow and fair value hedges: |
Notional |
Asset |
Liability |
|||||||||
| Interest rate swaps |
$ | 340,000 | $ | 7,244 | $ | — | ||||||
| Non-hedging derivatives: |
||||||||||||
| Fallout adjusted interest rate lock commitments with customers |
16,905 | 103 | — | |||||||||
| Mandatory and best effort forward commitments with investors |
6,829 | 31 | — | |||||||||
| Forward TBA mortgage-backed securities |
31,000 | 180 | — | |||||||||
| Interest rate swaps - customer swap positions |
716 | — | 61 | |||||||||
| Interest rate swaps - dealer offsets to customer swap positions |
716 | 62 | — | |||||||||
The following table summarizes the effect of fair value and cash flow hedge accounting on the Consolidated Statements of Income for the three months ended March 31, 2025 and 2024:
| Three Months Ended March 31, |
||||||||||||||||
| 2025 |
2024 |
|||||||||||||||
| Interest Expense Deposits and Borrowings |
Interest Income Securities |
Interest Expense Deposits and Borrowings |
Interest Income Securities |
|||||||||||||
| Total amounts presented on the Consolidated Statements of Income |
$ | 15,321 | $ | 3,485 | $ | 12,882 | $ | 3,883 | ||||||||
| Net gains (losses) on fair value hedging relationships: |
||||||||||||||||
| Interest rate swaps - securities |
||||||||||||||||
| Recognized on hedged items |
$ | — | $ | 392 | $ | — | $ | (1,225 | ) | |||||||
| Recognized on derivatives designated as hedging instruments |
— | (392 | ) | — | 1,225 | |||||||||||
| Net interest income recognized on cash flows of derivatives designated as hedging instruments |
— | 297 | — | 418 | ||||||||||||
| Net income recognized on fair value hedges |
$ | — | $ | 297 | $ | — | $ | 418 | ||||||||
| Net gain on cash flow hedging relationships: |
||||||||||||||||
| Interest rate swaps - brokered deposits and borrowings |
||||||||||||||||
| Realized gains (pre-tax) reclassified from accumulated other comprehensive loss into net income |
$ | 574 | $ | — | $ | 1,722 | $ | — | ||||||||
| Net income recognized on cash flow hedges |
$ | 574 | $ | — | $ | 1,722 | $ | — | ||||||||
Changes in the fair value of the non-hedging derivatives recognized in “Noninterest income” on the Consolidated Statements of Income and included in gain on sale of loans resulted in net gains of $72,000 and $201,000 for the three months ended March 31, 2025 and 2024, respectively.
The following tables present a summary of amounts outstanding in derivative financial instruments, including those entered into in connection with the same counterparty under master netting agreements at the dates indicated. While these agreements are typically over-collateralized, GAAP requires disclosures in these tables to limit the amount of such collateral to the amount of the related asset or liability for each counterparty.
| Gross Amounts |
Net Amounts of Assets |
Gross Amounts Not Offset |
||||||||||||||||||||||
| Gross Amounts |
Offset in the |
Presented in the |
in the Consolidated Balance Sheets |
|||||||||||||||||||||
| of Recognized |
Consolidated |
Consolidated |
Financial |
Cash Collateral |
||||||||||||||||||||
| Offsetting of derivative assets |
Assets |
Balance Sheets |
Balance Sheets |
Instruments |
Received |
Net Amount |
||||||||||||||||||
| At March 31, 2025 |
||||||||||||||||||||||||
| Interest rate swaps |
$ | 4,327 | $ | 35 | $ | 4,292 | $ | — | $ | — | $ | 4,292 | ||||||||||||
| At December 31, 2024 |
||||||||||||||||||||||||
| Interest rate swaps |
$ | 7,844 | $ | 538 | $ | 7,306 | $ | — | $ | 740 | $ | 6,566 | ||||||||||||
| Gross Amounts |
Net Amounts of |
Gross Amounts Not Offset |
||||||||||||||||||||||
| Gross Amounts |
Offset in the |
Liabilities Presented in |
in the Consolidated Balance Sheets |
|||||||||||||||||||||
| of Recognized |
Consolidated |
the Consolidated |
Financial |
Cash Collateral |
||||||||||||||||||||
| Offsetting of derivative liabilities |
Liabilities |
Balance Sheets |
Balance Sheets |
Instruments |
Posted |
Net Amount |
||||||||||||||||||
| At March 31, 2025 |
||||||||||||||||||||||||
| Interest rate swaps |
$ | 567 | $ | 311 | $ | 256 | $ | — | $ | 80 | $ | 176 | ||||||||||||
| At December 31, 2024 |
||||||||||||||||||||||||
| Interest rate swaps |
$ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||
Credit Risk–Related Contingent Features
The Company has derivative contracts with its derivative counterparties that contain a provision to post collateral to the counterparties when these contracts are in a net liability position. At March 31, 2025, the Company had no collateral posted due to this provision. Receivables related to cash collateral that has been paid to counterparties is included in “Cash and cash equivalents” on the Consolidated Balance Sheets. 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 and home lending branches, loan production offices, and certain equipment. At March 31, 2025, these leases have remaining terms ranging from one month to five years and three months, with some including options to extend for up to five years.
The components of lease cost (included in occupancy expense on the Consolidated Statements of Income) for the three months ended March 31, 2025 and 2024 are as follows:
| Three Months Ended March 31, | Three Months Ended March 31, | |||||||
| Lease cost: |
2025 |
2024 |
||||||
| Operating lease cost |
$ | 471 | $ | 474 | ||||
| Short-term lease cost |
4 | 3 | ||||||
| Total lease cost |
$ | 475 | $ | 477 | ||||
The following table provides supplemental information related to operating leases at or for the three months ended March 31, 2025 and 2024:
| At or For the Three months Ended March 31, | ||||||||
| Cash paid for amounts included in the measurement of lease liabilities: |
2025 |
2024 |
||||||
| Operating cash flows from operating leases |
$ | 483 | $ | 490 | ||||
| Weighted average remaining lease term- operating leases (in years) |
3.4 | 3.8 | ||||||
| Weighted average discount rate- operating leases |
3.17 | % | 2.97 | % | ||||
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 March 31, 2025 for future periods are as follows:
| Remainder of 2025 |
$ | 1,216 | ||
| 2026 |
1,572 | |||
| 2027 |
1,273 | |||
| 2028 |
531 | |||
| 2029 |
402 | |||
| Thereafter |
676 | |||
| Total lease payments |
5,670 | |||
| Less imputed interest |
(521 | ) | ||
| Total |
$ | 5,149 |
NOTE 7 – DEPOSITS
Deposits are summarized as follows at the dates indicated:
| March 31, | December 31, | |||||||
| 2025 |
2024 |
|||||||
| Noninterest-bearing checking |
$ | 659,417 | $ | 627,679 | ||||
| Interest-bearing checking (1) |
201,469 | 176,561 | ||||||
| Savings |
160,332 | 154,188 | ||||||
| Money market (2) |
343,349 | 341,615 | ||||||
| Certificates of deposit less than $100,000 (3) |
639,947 | 440,257 | ||||||
| Certificates of deposit of $100,000 through $250,000 |
450,836 | 455,594 | ||||||
| Certificates of deposit greater than $250,000 |
142,512 | 133,045 | ||||||
| Escrow accounts related to mortgages serviced (4) |
17,289 | 10,479 | ||||||
| Total |
$ | 2,615,151 | $ | 2,339,418 | ||||
| (1) |
Includes $30.1 million of brokered deposits at March 31, 2025 and none at December 31, 2024. |
| (2) |
Includes $251,000 and $279,000 of brokered deposits at March 31, 2025 and December 31, 2024, respectively. |
| (3) |
Includes $339.9 million and $143.1 million of brokered deposits at March 31, 2025 and December 31, 2024, respectively. |
| (4) |
Noninterest-bearing accounts. |
Scheduled maturities of time deposits at March 31, 2025 for future periods ending are as follows:
| Maturing in 2025 |
$ | 926,858 | ||
| Maturing in 2026 |
257,596 | |||
| Maturing in 2027 |
33,418 | |||
| Maturing in 2028 |
11,274 | |||
| Maturing in 2029 and thereafter |
4,149 | |||
| Total |
$ | 1,233,295 |
Interest expense by deposit category for the periods indicated is as follows:
| Three Months Ended March 31, |
||||||||
| 2025 |
2024 |
|||||||
| Interest-bearing checking |
$ | 711 | $ | 784 | ||||
| Savings and money market |
1,925 | 1,661 | ||||||
| Certificates of deposit |
10,422 | 10,437 | ||||||
| Total |
$ | 13,058 | $ | 12,882 | ||||
NOTE 8 – 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 the dates indicated:
| COMMITMENTS TO EXTEND CREDIT |
March 31, | December 31, | ||||||
| CRE LOANS |
2025 |
2024 |
||||||
| CRE owner occupied |
$ | 930 | $ | 1,132 | ||||
| Commercial and speculative construction and development |
148,824 | 135,006 | ||||||
| Multi-family |
6,077 | 5,876 | ||||||
| Total CRE loans |
155,831 | 142,014 | ||||||
| RESIDENTIAL REAL ESTATE LOANS |
||||||||
| One-to-four-family (excludes loans held for sale) |
38,403 | 23,138 | ||||||
| Home equity |
103,004 | 97,358 | ||||||
| Residential custom construction |
36,581 | 39,125 | ||||||
| Total residential real estate loans |
177,988 | 159,621 | ||||||
| CONSUMER LOANS |
29,017 | 28,566 | ||||||
| COMMERCIAL BUSINESS LOANS |
||||||||
| C&I |
169,598 | 174,292 | ||||||
| Warehouse lending |
50,970 | 53,978 | ||||||
| Total commercial business loans |
220,568 | 228,270 | ||||||
| Total commitments to extend credit |
$ | 583,404 | $ | 558,471 | ||||
Commitments to extend credit are agreements to lend to a customer provided there is no violation of any condition established in the contract. Since many of the commitments are expected to expire without being drawn upon, the amount of the total commitments does not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon an extension of credit, is based on management’s credit evaluation of the party. Collateral held varies, but may include accounts receivable, inventory, property and equipment, residential real estate, and income-producing commercial properties.
Unfunded commitments under commercial lines of credit, revolving credit lines, and overdraft protection agreements are commitments for possible future extensions of credit to existing customers. These lines of credit 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 March 31, 2025 and December 31, 2024 was $1.5 million and $1.4 million, respectively. The Company recorded a provision for credit losses – unfunded loan commitments of $66,000 for the three months ended March 31, 2025, as compared to a recovery from the ACL of $22,000 for the three months ended March 31, 2024.
A portion of the 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 the 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 March 31, 2025, total loans serviced on behalf of the FHLB of Des Moines were $8.6 million with the FLA totaling $581,000 and the CE obligation at $389,000 or 4.5% of the loans outstanding. Management has established a holdback of 10% of the outstanding CE, or $39,000, which is a part of the off-balance sheet holdback for loans sold. At both March 31, 2025 and December 31, 2024, there were no loans sold and serviced on behalf of the FHLB of Des Moines that were greater than 90 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 $1.7 million and $2.0 million to cover loss exposure related to these guarantees for one-to-four-family loans sold into the secondary market at March 31, 2025 and December 31, 2024, 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 executives and select key personnel. 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 March 31, 2025.
NOTE 9 – 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 Topic 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.
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 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 consider 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 – Certain residential mortgage loans were initially originated for sale with the fair value option elected; after origination, these loans were transferred to loans held for investment. As of March 31, 2025 and December 31, 2024, there were $14.5 million and $12.7 million, respectively, in residential mortgage loans recorded at fair value as they were previously transferred from held for sale, at fair value to loans held for investment. The aggregate unpaid principal balance of these loans was $15.4 million and $13.8 million as of March 31, 2025 and December 31, 2024, respectively. Gains and losses from changes in fair value for these loans are reported in earnings as a component of “Other noninterest income” on the Consolidated Statements of Income. For the three months ended March 31, 2025 and 2024, the Company recorded a net increase in fair value of $263,000 and $2,000, 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 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.
Collateral-Dependent Loans– Expected credit losses on collateral dependent loans are measured based on the fair value of collateral as of the reporting date, less estimated selling costs, as applicable. If the fair value of the collateral is less than the amortized cost basis of the loan, the Company 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 is limited to the amount previously charged off. Subsequent changes in expected credit losses on collateral-dependent loans are included within the provision for credit losses, either as an additional provision or as a reduction of the provision that would otherwise be reported (Level 3).
Mortgage Servicing Rights – The fair value of MSRs 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).
The following tables present securities available-for-sale, mortgage loans held for sale, loans receivable, at fair value, and derivative assets and liabilities measured at fair value on a recurring basis at the dates indicated:
| Financial Assets |
At March 31, 2025 |
|||||||||||||||
| Securities available-for-sale: |
Level 1 |
Level 2 |
Level 3 |
Total |
||||||||||||
| U.S. agency securities |
$ | — | $ | 17,568 | $ | — | $ | 17,568 | ||||||||
| Corporate securities |
— | 15,187 | — | 15,187 | ||||||||||||
| Municipal bonds |
— | 70,121 | — | 70,121 | ||||||||||||
| Mortgage-backed securities |
— | 177,382 | — | 177,382 | ||||||||||||
| Asset-backed securities |
— | 10,875 | — | 10,875 | ||||||||||||
| Mortgage loans held for sale, at fair value |
— | 31,038 | — | 31,038 | ||||||||||||
| Loans receivable, at fair value |
— | 14,526 | — | 14,526 | ||||||||||||
| Derivatives: |
||||||||||||||||
| Interest rate lock commitments with customers |
— | — | 439 | 439 | ||||||||||||
| Interest rate swaps - cash flow and fair value hedges |
— | 4,242 | — | 4,242 | ||||||||||||
| Interest rate swaps - dealer offsets to customer swap positions |
— | 50 | — | 50 | ||||||||||||
| Total assets measured at fair value |
$ | — | $ | 340,989 | $ | 439 | $ | 341,428 | ||||||||
| Financial Liabilities |
||||||||||||||||
| Derivatives: |
||||||||||||||||
| Interest rate swaps - customer swap positions |
$ | — | $ | (50 | ) | $ | — | $ | (50 | ) | ||||||
| Interest rate swaps - cash flow and fair value hedges |
— | (256 | ) | — | (256 | ) | ||||||||||
| Mandatory and best effort forward commitments with investors |
— | — | (60 | ) | (60 | ) | ||||||||||
| Forward TBA mortgage-backed securities |
— | (166 | ) | — | (166 | ) | ||||||||||
| Total liabilities measured at fair value |
$ | — | $ | (472 | ) | $ | (60 | ) | $ | (532 | ) | |||||
| Financial Assets |
At December 31, 2024 |
|||||||||||||||
| Securities available-for-sale: |
Level 1 |
Level 2 |
Level 3 |
Total |
||||||||||||
| U.S. agency securities |
$ | — | $ | 17,138 | $ | — | $ | 17,138 | ||||||||
| Corporate securities |
— | 15,126 | — | 15,126 | ||||||||||||
| Municipal bonds |
— | 70,344 | — | 70,344 | ||||||||||||
| Mortgage-backed securities |
— | 167,186 | — | 167,186 | ||||||||||||
| Asset-backed securities |
— | 11,381 | — | 11,381 | ||||||||||||
| Mortgage loans held for sale, at fair value |
— | 27,835 | — | 27,835 | ||||||||||||
| Loans receivable, at fair value |
— | 12,728 | — | 12,728 | ||||||||||||
| Derivatives: |
||||||||||||||||
| Mandatory and best effort forward commitments with investors |
— | — | 31 | 31 | ||||||||||||
| Interest rate lock commitments with customers |
— | — | 103 | 103 | ||||||||||||
| Forward TBA mortgage-backed securities |
— | 180 | — | 180 | ||||||||||||
| Interest rate swaps- cash flow and fair value hedges |
— | 7,244 | — | 7,244 | ||||||||||||
| Interest rate swaps - dealer offsets to customer swap positions |
— | 62 | — | 62 | ||||||||||||
| Total assets measured at fair value |
$ | — | $ | 329,224 | $ | 134 | $ | 329,358 | ||||||||
| Financial Liabilities |
||||||||||||||||
| Derivatives: |
||||||||||||||||
| Interest rate swaps - customer swap positions |
$ | — | $ | (61 | ) | $ | — | $ | (61 | ) | ||||||
| Total liabilities measured at fair value |
$ | — | $ | (61 | ) | $ | — | $ | (61 | ) | ||||||
The following tables present financial assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy at March 31, 2025 and December 31, 2024. Level 3 assets recorded at fair value on a nonrecurring basis included loans for which a partial charge-off was recorded based on the fair value of collateral.
| March 31, 2025 |
||||||||||||||||
| Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
| Collateral dependent loans |
$ | — | $ | — | $ | 1,459 | $ | 1,459 | ||||||||
| MSRs |
— | — | 20,655 | 20,655 | ||||||||||||
| December 31, 2024 |
||||||||||||||||
| Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
| Collateral dependent loans |
$ | — | $ | — | $ | 1,130 | $ | 1,130 | ||||||||
| MSRs |
— | — | 21,043 | 21,043 | ||||||||||||
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 the dates indicated:
| Level 3 |
Significant |
Weighted Average Rate |
||||||||||||||
| Fair Value |
Valuation |
Unobservable |
March 31, |
December 31, |
||||||||||||
| Instruments |
Techniques |
Inputs |
Range |
2025 |
2024 |
|||||||||||
| RECURRING |
||||||||||||||||
| Interest rate lock commitments with customers |
Quoted market prices |
Pull-through expectations |
80% - 99% | 88.2 | % | 94.0 | % | |||||||||
| Individual forward sale commitments with investors |
Quoted market prices |
Pull-through expectations |
80% - 99% | 88.2 | % | 94.0 | % | |||||||||
| NONRECURRING |
||||||||||||||||
| Collateral dependent loans |
Fair value of underlying collateral |
Discount applied to the obtained appraisal |
0% - 25% | 1.8 | % | — | % | |||||||||
| MSRs |
Industry sources |
Pre-payment speeds |
0% - 50% | 8.9 | % | 8.3 | % | |||||||||
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.
The following table provides a reconciliation of assets and liabilities measured at fair value using significant unobservable inputs (Level 3) on a recurring basis during the dates indicated:
| Purchases |
Net change in |
Net change in |
||||||||||||||||||||||
| Three Months Ended |
Beginning |
and |
Sales and |
Ending |
fair value for |
fair value for |
||||||||||||||||||
| March 31, 2025 |
Balance |
Issuances |
Settlements |
Balance |
gains/(losses) (1) |
gains/(losses) (2) |
||||||||||||||||||
| Interest rate lock commitments with customers |
$ | 103 | $ | 1,141 | $ | (805 | ) | $ | 439 | $ | 336 | $ | — | |||||||||||
| Individual forward sale commitments with investors |
31 | (84 | ) | (7 | ) | (60 | ) | (91 | ) | — | ||||||||||||||
| March 31, 2024 |
||||||||||||||||||||||||
| Interest rate lock commitments with customers |
$ | 329 | $ | 965 | $ | (1,043 | ) | $ | 251 | $ | (78 | ) | $ | — | ||||||||||
| Individual forward sale commitments with investors |
(188 | ) | (15 | ) | 130 | (73 | ) | 115 | — | |||||||||||||||
(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.
Gains on interest rate lock commitments and on forward sale commitments with investors carried at fair value are recorded in “Gain on sale of loans held for sale” on the Consolidated Statements of Income.
The following table provides estimated fair values of the Company’s financial instruments at the dates indicated, whether recognized at fair value or not on the Consolidated Balance Sheets:
| March 31, 2025 |
December 31, 2024 |
|||||||||||||||
| Financial Assets |
Carrying |
Fair |
Carrying |
Fair |
||||||||||||
| Level 1 inputs: |
Amount |
Value |
Amount |
Value |
||||||||||||
| Cash and cash equivalents |
$ | 62,741 | $ | 62,741 | $ | 31,635 | $ | 31,635 | ||||||||
| Certificates of deposit at other financial institutions |
1,234 | 1,234 | 1,727 | 1,727 | ||||||||||||
| Level 2 inputs: |
||||||||||||||||
| Securities available-for-sale, at fair value |
291,133 | 291,133 | 281,175 | 281,175 | ||||||||||||
| Securities held-to-maturity, gross |
10,500 | 10,258 | 8,500 | 8,144 | ||||||||||||
| Loans held for sale, at fair value |
31,038 | 31,038 | 27,835 | 27,835 | ||||||||||||
| FHLB stock, at cost |
5,256 | 5,256 | 15,621 | 15,621 | ||||||||||||
| Forward TBA mortgage-backed securities |
— | — | 180 | 180 | ||||||||||||
| Loans receivable, at fair value |
14,526 | 14,526 | 12,728 | 12,728 | ||||||||||||
| Interest rate swaps - cash flow and fair value hedges |
4,242 | 4,242 | 7,244 | 7,244 | ||||||||||||
| Interest rate swaps - dealer offsets to customer swap positions |
50 | 50 | 62 | 62 | ||||||||||||
| Level 3 inputs: |
||||||||||||||||
| Loans receivable, gross |
2,518,244 | 2,405,337 | 2,521,093 | 2,385,213 | ||||||||||||
| MSRs, held at lower of cost or fair value |
8,926 | 20,655 | 9,204 | 21,043 | ||||||||||||
| Mandatory and best effort forward commitments with investors |
— | — | 31 | 31 | ||||||||||||
| Fair value interest rate locks with customers |
439 | 439 | 103 | 103 | ||||||||||||
| Financial Liabilities |
||||||||||||||||
| Level 2 inputs: |
||||||||||||||||
| Time deposits |
1,233,295 | 1,230,853 | 1,028,896 | 1,024,663 | ||||||||||||
| Borrowings |
68,805 | 68,596 | 307,806 | 307,408 | ||||||||||||
| Subordinated notes, excluding unamortized debt issuance costs |
50,000 | 48,500 | 50,000 | 45,504 | ||||||||||||
| Interest rate swaps - cash flow and fair value hedges |
256 | 256 | — | — | ||||||||||||
| Forward TBA mortgage-backed securities |
166 | 166 | — | — | ||||||||||||
| Interest rate swaps - customer swap positions |
50 | 50 | 61 | 61 | ||||||||||||
| Level 3 inputs: |
||||||||||||||||
| Mandatory and best effort forward commitments with investors |
60 | 60 | — | — | ||||||||||||
NOTE 10 – 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 Company.
The following table presents a reconciliation of the components used to compute basic and diluted earnings per share at or for the dates indicated:
| At or For the Three Months Ended March 31, |
||||||||
| Numerator (Dollars in thousands, except per share amounts): |
2025 |
2024 |
||||||
| Net income |
$ | 8,021 | $ | 8,397 | ||||
| Dividends and undistributed earnings allocated to participating securities |
(135 | ) | (131 | ) | ||||
| Net income available to common shareholders |
$ | 7,886 | $ | 8,266 | ||||
| Denominator (shown as actual): |
||||||||
| Basic weighted average common shares outstanding |
7,695,320 | 7,703,789 | ||||||
| Dilutive shares |
110,408 | 120,671 | ||||||
| Diluted weighted average common shares outstanding |
7,805,728 | 7,824,460 | ||||||
| Basic earnings per share |
$ | 1.02 | $ | 1.07 | ||||
| Diluted earnings per share |
$ | 1.01 | $ | 1.06 | ||||
| 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. |
— | 28,102 | ||||||
NOTE 11 – STOCK-BASED COMPENSATION
Stock Options and Restricted Stock
On May 17, 2018, the shareholders of FS Bancorp 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 shares as restricted stock awards (“RSAs”) to directors, emeritus directors, officers, employees or advisory directors of the Company. At March 31, 2025, there were 190,432 stock option awards and 38,372 RSAs available for future grants under the 2018 Plan.
Total share-based compensation expense was $512,000 and $395,000 for the three months ended March 31, 2025 and 2024, respectively.
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 over a one or two-year period for non-employee directors, and 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. The historical volatility of the Company's stock price over a specified period of time is used for the expected volatility. The Company bases the risk-free interest rate on the comparable U.S. Treasury rate for the discount rate associated with the stock in effect on the date of the grant. 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, and 6.5 years for five-year vesting.
The following table presents a summary of the Company’s stock option awards during the dates indicated (shown as actual):
| Shares |
Weighted-Average Exercise Price |
Weighted-Average Remaining Contractual Term In Years |
Aggregate Value |
|||||||||||||
| Outstanding at January 1, 2025 |
537,901 | $ | 31.55 | 6.75 | $ | 5,187,207 | ||||||||||
| Granted |
— | — | — | — | ||||||||||||
| Less exercised |
— | — | — | — | ||||||||||||
| Outstanding at March 31, 2025 |
537,901 | $ | 31.55 | 6.50 | $ | 3,775,664 | ||||||||||
| Expected to vest, assuming a 0.31% annual forfeiture rate at, March 31, 2025 (1) |
526,495 | $ | 31.46 | 6.46 | 3,727,589 | |||||||||||
| Exercisable at March 31, 2025 |
296,643 | $ | 29.55 | 5.33 | $ | 2,514,270 | ||||||||||
| (1) |
Forfeiture rate has been calculated and estimated, based on historical employment data, to assume a forfeiture of 3.1% of the options over 10 years. |
At March 31, 2025, there was $1.7 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 1.6 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 granted under the 2018 Plan generally vest over a one or two-year period for non-employee directors and a five-year period for employees and officers beginning on the grant date. Any nonvested RSAs will be forfeited in the event of the award recipient’s termination of service with the Company or the Bank.
The following table presents a summary of the Company’s nonvested awards during the dates indicated (shown as actual):
| Nonvested Shares |
Shares |
Weighted-Average Grant-Date Fair Value Per Share |
||||||
| Nonvested at January 1, 2025 |
103,063 | $ | 35.05 | |||||
| Granted |
— | — | ||||||
| Less vested |
— | — | ||||||
| Nonvested at March 31, 2025 |
103,063 | $ | 35.05 | |||||
At March 31, 2025, there was $2.8 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 1.7 years.
NOTE 12 – 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.
Under capital adequacy guidelines of the regulatory framework for prompt corrective action,, 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 March 31, 2025, 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 March 31, 2025, that the Bank met all capital adequacy requirements.
The following tables compare the Bank’s actual capital amounts and ratios to their minimum regulatory capital requirements and well capitalized regulatory capital at the dates indicated:
| To be Well Capitalized |
||||||||||||||||||||||||||||||||
| For Capital |
Under Prompt |
|||||||||||||||||||||||||||||||
| For Capital |
Adequacy With |
Corrective |
||||||||||||||||||||||||||||||
| Actual |
Adequacy Purposes |
Capital Buffer |
Action Provisions |
|||||||||||||||||||||||||||||
| Bank Only |
Amount |
Ratio |
Amount |
Ratio |
Amount |
Ratio |
Amount |
Ratio |
||||||||||||||||||||||||
| At March 31, 2025 |
||||||||||||||||||||||||||||||||
| Total risk-based capital (to risk-weighted assets) |
$ | 375,497 | 14.44 | % | $ | 208,044 | 8.00 | % | $ | 273,058 | 10.50 | % | $ | 260,055 | 10.00 | % | ||||||||||||||||
| Tier 1 risk-based capital (to risk-weighted assets) |
$ | 342,982 | 13.19 | % | $ | 156,033 | 6.00 | % | $ | 221,047 | 8.50 | % | $ | 208,044 | 8.00 | % | ||||||||||||||||
| Tier 1 leverage capital (to average assets) |
$ | 342,982 | 11.29 | % | $ | 121,515 | 4.00 | % | $ | N/A | N/A | $ | 151,893 | 5.00 | % | |||||||||||||||||
| CET 1 capital (to risk-weighted assets) |
$ | 342,982 | 13.19 | % | $ | 117,025 | 4.50 | % | $ | 182,038 | 7.00 | % | $ | 169,036 | 6.50 | % | ||||||||||||||||
| At December 31, 2024 |
||||||||||||||||||||||||||||||||
| Total risk-based capital (to risk-weighted assets) |
$ | 368,953 | 14.18 | % | $ | 208,174 | 8.00 | % | $ | 273,228 | 10.50 | % | $ | 260,218 | 10.00 | % | ||||||||||||||||
| Tier 1 risk-based capital (to risk-weighted assets) |
$ | 336,416 | 12.93 | % | $ | 156,131 | 6.00 | % | $ | 221,185 | 8.50 | % | $ | 208,174 | 8.00 | % | ||||||||||||||||
| Tier 1 leverage capital (to average assets) |
$ | 336,416 | 11.24 | % | $ | 119,741 | 4.00 | % | $ | N/A | N/A | $ | 149,676 | 5.00 | % | |||||||||||||||||
| CET 1 capital (to risk-weighted assets) |
$ | 336,416 | 12.93 | % | $ | 117,098 | 4.50 | % | $ | 182,152 | 7.00 | % | $ | 169,141 | 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 capital levels. Failure to maintain the required buffer could result in limitations on the Bank's ability to pay dividends, repurchase shares, and pay discretionary bonuses, based on specified percentages of eligible retained income. At March 31, 2025, the Bank’s capital exceeded the conservation buffer.
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 $3.0 billion or more in assets or more are 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. FS Bancorp is subject to regulatory capital guidelines for bank holding companies with $3.0 billion or more in assets at March 31, 2025, and has exceeded all regulatory capital requirements.
The following table presents the Company's regulatory capital ratios at the dates indicated:
| At March 31, | At December 31, | |||
| Company Only |
2025 |
2024 |
||
| Total risk-based capital (to risk-weighted assets) |
14.68% |
14.53% |
||
| Tier 1 risk-based capital (to risk-weighted assets) |
11.51% |
11.36% |
||
| Tier 1 leverage capital (to average assets) |
9.85% |
9.87% |
||
| CET 1 capital (to risk-weighted assets) |
11.51% |
11.36% |
NOTE 13 – BUSINESS SEGMENTS
The Company’s reportable segments are determined by the Chief Financial Officer (“CFO”), who is the designated chief operating decision maker, or CODM, based upon information provided about the Company's products and services offered, primarily distinguished between commercial and consumer banking and home lending. They are also distinguished by the level of information provided to the CFO, who uses such information to review performance of various components of business for each branch and home lending office, which are aggregated if operating performance, products/services, and customers are similar. The CFO evaluates the financial performance of the Company's business components such as by evaluating revenue streams, significant expenses, and budget to actual results in assessing the performance of the Company's segments and in the determination of allocating resources. The CFO uses revenue streams to evaluate product pricing and significant expenses to assess performance of each segment to evaluate compensation of certain employees. Segment pretax profit or loss is used to assess the performance of the banking segment by monitoring the margin between interest revenue and interest expense. Segment pretax profit or loss is used to assess the performance of the home lending segment by monitoring the premium received on loans sales. Loans, investments, and deposits provide the revenues in the commercial and consumer banking operations, and servicing fees and loan sales provide the revenues in home lending. Interest expense, provisions for credit losses, and payroll provide the significant expenses in commercial and consumer banking, and cost of loan sales and payroll provide the significant expenses in home lending. All operations are domestic and the Company has no major customers providing greater than 10% of total segment revenue. The Company does not have any material intra-entity sales or transfers, aside from certain allocations of interest expense and loan servicing cost from the commercial and consumer banking segment to the home lending segment.
The Company uses various management accounting methodologies to assign certain income statement items to the responsible operating segment, including:
| ● |
a funds transfer pricing (“FTP”) system, which allocates interest income credits and funding charges between the segments, assigning to each segment a funding credit for its liabilities, such as deposits, and a charge to fund its assets; |
| ● |
a cost per loan serviced allocation based on the number of loans being serviced on the balance sheet and the number of loans serviced for third parties; |
| ● |
an allocation based upon the approximate square footage utilized by the home lending segment in Company owned locations; |
| ● |
an allocation of charges for services rendered to the segments by centralized functions, such as corporate overhead, which are generally based on the number of full-time employees (“FTEs”) in each segment; and |
| ● |
an allocation of the Company’s consolidated income taxes which are based on the effective tax rate applied to the segment’s pretax income or loss. |
Segment assets are primarily allocated by a loan origination channel. The home lending segment is limited to residential mortgage and home equity loans originated through the home lending platform. The home lending segment additionally includes related accrued interest receivable and the Company's MSR assets. The commercial and consumer banking segment includes the remainder of the loan portfolio, the assets of the retail branch network and administrative buildings, as well as the investment portfolio and other assets of the Bank. 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, 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 March 31, 2025, the Company’s retail deposit branch network consisted of 27 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. A majority of these 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 (“FHA”), US Department of Veterans Affairs (“VA”), and United States Department of Agriculture (“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 MSRs 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 MSRs 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.
Segment Financial Results
Accounting policies for segments are consistent with those described in “Note 1 – Basis of Presentation and Summary of Significant Accounting Policies.” Segment performance is evaluated using net income. Indirect expenses are allocated based on segment assets and full-time equivalent employees (“FTEs”). Transactions among segments are made at fair value. Information reported internally for performance assessment by the CFO follows, inclusive of reconciliations of significant segment totals to the financial statements at or for the three months ended March 31, 2025 and 2024:
| At or For the Three Months Ended March 31, 2025 |
||||||||||||
| Income: |
Commercial and Consumer Banking |
Home Lending |
Total |
|||||||||
| Interest income - loans receivable, including fees |
$ | 34,928 | $ | 8,375 | $ | 43,303 | ||||||
| Interest income - other interest earnings assets |
3,485 | — | 3,485 | |||||||||
| Total interest income by segment |
38,413 | 8,375 | 46,788 | |||||||||
| Gain on sale of loans |
— | 1,700 | 1,700 | |||||||||
| Other income |
2,572 | 854 | 3,426 | |||||||||
| Intersegment income |
(327 | ) | 327 | — | ||||||||
| Total noninterest income by segment |
2,245 | 2,881 | 5,126 | |||||||||
| Total income by segment |
40,658 | 11,256 | 51,914 | |||||||||
| Expense: |
||||||||||||
| Interest expense - deposits |
13,056 | 2 | 13,058 | |||||||||
| Interest expense - borrowings |
2,263 | — | 2,263 | |||||||||
| Interest expense - subordinated note |
386 | 99 | 485 | |||||||||
| Interest expense - intersegment |
(5,698 | ) | 5,698 | — | ||||||||
| Total interest expense by segment |
10,007 | 5,799 | 15,806 | |||||||||
| Provision for credit losses by segment |
1,321 | 271 | 1,592 | |||||||||
| Salaries and benefits |
7,670 | 2,273 | 9,943 | |||||||||
| Overhead allocation |
5,377 | 1,824 | 7,201 | |||||||||
| Other segment items (1) |
7,128 | 783 | 7,911 | |||||||||
| Total noninterest expense by segment |
20,175 | 4,880 | 25,055 | |||||||||
| Income before provision for income taxes by segment |
9,155 | 306 | 9,461 | |||||||||
| Provision for income taxes by segment |
(1,376 | ) | (64 | ) | (1,440 | ) | ||||||
| Net income by segment |
$ | 7,779 | $ | 242 | $ | 8,021 | ||||||
| Other segment disclosures: |
||||||||||||
| Segment assets |
$ | 2,424,808 | $ | 641,270 | $ | 3,066,078 | ||||||
| FTEs |
454 | 113 | 567 | |||||||||
| At or For the Three Months Ended March 31, 2024 |
||||||||||||
| Income: |
Commercial and Consumer Banking |
Home Lending |
Total |
|||||||||
| Interest income - loans receivable, including fees |
$ | 34,090 | $ | 6,907 | $ | 40,997 | ||||||
| Interest income - other interest earnings assets |
3,883 | — | 3,883 | |||||||||
| Total interest income by segment |
37,973 | 6,907 | 44,880 | |||||||||
| Gain on sale of loans |
— | 1,838 | 1,838 | |||||||||
| Gain on sale of MSRs |
7,873 | 342 | 8,215 | |||||||||
| Loss on sale of investment securities |
(7,998 | ) | — | (7,998 | ) | |||||||
| Other income |
2,215 | 841 | 3,056 | |||||||||
| Intersegment income |
303 | (303 | ) | — | ||||||||
| Total noninterest income by segment |
2,393 | 2,718 | 5,111 | |||||||||
| Total income by segment |
40,366 | 9,625 | 49,991 | |||||||||
| Expense: |
||||||||||||
| Interest expense - deposits |
12,880 | 2 | 12,882 | |||||||||
| Interest expense - borrowings |
1,167 | — | 1,167 | |||||||||
| Interest expense - subordinated note |
394 | 91 | 485 | |||||||||
| Interest expense - intersegment |
(4,554 | ) | 4,554 | — | ||||||||
| Total interest expense by segment |
9,887 | 4,647 | 14,534 | |||||||||
| Provision for credit losses by segment |
1,251 | 148 | 1,399 | |||||||||
| Salaries and benefits |
7,581 | 2,011 | 9,592 | |||||||||
| Overhead allocation |
5,041 | 1,525 | 6,566 | |||||||||
| Other segment items (1) |
6,386 | 985 | 7,371 | |||||||||
| Total noninterest expense by segment |
19,008 | 4,521 | 23,529 | |||||||||
| Income before provision for income taxes by segment |
10,220 | 309 | 10,529 | |||||||||
| Provision for income taxes by segment |
(2,069 | ) | (63 | ) | (2,132 | ) | ||||||
| Net income by segment |
$ | 8,151 | $ | 246 | $ | 8,397 | ||||||
| Other segment disclosures: |
||||||||||||
| Segment assets |
$ | 2,410,777 | $ | 618,400 | $ | 3,029,177 | ||||||
| FTEs |
439 | 131 | 570 | |||||||||
| (1) |
Other segment items include operations, occupancy, data processing, loan costs, professional and board fees, marketing and advertising, and (recovery) impairment of MSRs. |
NOTE 14 – 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 $3.6 million at both March 31, 2025, and December 31, 2024, 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 in the branch purchase on February 24, 2023 (“Branch Acquisition”), and the purchase of four retail bank branches 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, 2024, and determined that no impairment of goodwill existed.
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 March 31, 2025, management believes that there have been no events or changes in the circumstances that would indicate a potential impairment of CDI.
The following table summarizes the changes in the Company’s other intangible assets comprised solely of CDI for the year ended December 31, 2024, and the three months ended March 31, 2025.
| Other Intangible Assets |
||||||||||||
| Accumulated |
||||||||||||
| Gross CDI |
Amortization |
Net CDI |
||||||||||
| Balance, December 31, 2023 |
$ | 24,928 | $ | (7,585 | ) | $ | 17,343 | |||||
| Amortization |
— | (3,633 | ) | (3,633 | ) | |||||||
| Balance, December 31, 2024 |
24,928 | (11,218 | ) | 13,710 | ||||||||
| Amortization |
— | (831 | ) | (831 | ) | |||||||
| Balance, March 31, 2025 |
$ | 24,928 | $ | (12,049 | ) | $ | 12,879 | |||||
The CDI represents the fair value of the intangible core deposit base acquired in business combinations. The CDI will be amortized on an accelerated basis over 10 years for the CDI related to the Branch Acquisition, on a straight-line basis over 10 years for the CDI related to the Anchor Bank acquisition in November 2018 and on an accelerated basis over approximately nine years for the CDI related to the purchase of four retail bank branches from Bank of America on January 22, 2016. Total amortization expense was $831,000 and $941,000 for the three months ended March 31, 2025 and 2024, respectively.
Amortization expense for CDI is expected to be as follows at March 31, 2025:
| Remainder of 2025 |
$ | 2,361 | ||
| 2026 |
2,845 | |||
| 2027 |
2,500 | |||
| 2028 |
2,110 | |||
| 2029 |
1,283 | |||
| Thereafter |
1,780 | |||
| Total |
$ | 12,879 |
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:
| ● | adverse impacts to economic conditions in our local markets or other markets where we have lending relationships, or other aspects of the Company's business operations; |
| ● | effects of employment levels, labor shortages, inflation, a recession or slowed economic growth; |
| ● |
changes in the interest rate environment, including the increases and decreases in the Board of Governors of the Federal Reserve System (“Federal Reserve”) benchmark rate and duration of such interest rate levels, which could adversely affect our revenues and expenses, the values of our assets and obligations, and the availability and cost of capital and liquidity; |
| ● |
the impact of inflation and the Federal Reserve monetary policies; |
| ● | the effects of any government shutdown; |
| ● |
credit risks of lending activities, including loan delinquencies, write-offs, changes in our allowance for credit losses (“ACL”), and provision for credit losses; |
| ● |
secondary market conditions and our ability to originate loans for sale and sell loans in the secondary market; |
| ● |
fluctuations in loan demand, unsold homes, and land and in property values; |
| ● |
staffing fluctuations in response to product demand or corporate implementation strategies; |
| ● |
use of estimates in determining the fair value of assets, which may prove incorrect; |
| ● |
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; |
| ● | expectations regarding key growth initiatives and strategic priorities; |
| ● |
retention of key members of our senior management team; |
| ● |
changes in consumer spending, borrowing, and savings habits; |
| ● |
our ability to successfully manage our growth; |
| ● |
bank failures or adverse developments at other banks and related negative press about the banking industry in general on investor and depositor sentiment; |
| ● |
legislative or regulatory changes including changes in banking, securities and tax law, and in regulatory policies and principles, or the interpretation of regulatory capital or other rules; |
| ● |
our ability to pay dividends on our common stock; |
| ● |
quality and composition of our securities portfolio and the impact of 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”); |
| ● |
costs and effects of litigation, including settlements and judgments; |
| ● |
disruptions or security breaches, or other adverse events, failures, or interruptions in, or attacks on, our information technology systems or on the third-party vendors; |
| ● |
inability of key third-party vendors to perform their obligations to us; |
| ● |
effects of climate change, severe weather events, natural disasters, pandemics, epidemics and other public health crises, acts of war or terrorism, civil unrest, and other external events; |
| ● |
the potential for new or increased tariffs, trade restrictions or geopolitical tensions that could affect economic activity or specific industry sectors; |
| ● | environmental, social and governance goals and targets; |
| ● |
other economic, competitive, governmental, bank regulatory, consumer 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 or furnished to SEC, including our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”). |
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
1st Security Bank has been serving the Puget Sound area since 1907, which includes when the predecessor to Anchor Bank, one of its banking acquisitions, was formed. On July 9, 2012, the Bank converted from mutual to stock ownership and became the wholly owned subsidiary of FS Bancorp.
The Company is relationship-driven, delivering banking and financial services to local families, local and regional businesses and industry niches in suburban communities in the greater Puget Sound area, the Kennewick-Pasco-Richland metropolitan area of Washington, also known as the Tri-Cities, Goldendale, Vancouver, and White Salmon, Washington and Manzanita, Newport, Ontario, Tillamook and Waldport, Oregon.
The Company also maintains its long-standing indirect consumer lending platform which operates primarily throughout the Western United States. The Company emphasizes long-term relationships with families and businesses within the communities served, working with them to meet their financial needs. The Company is also actively involved in community activities and events within these market areas, which further strengthens our relationships within those markets.
The Company's strategic focus involves diversifying revenues, expanding lending channels, and enhancing the banking franchise. Management is committed to establishing varied revenue streams considering credit, interest rate, and concentration risks. The business plan includes:
| ● |
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 customers’ complete relationships through a broad array of products and services, leveraging community involvement, and selectively emphasizing offerings aligned with customers’ banking needs; and |
| ● |
Expanding into new markets. |
As a diversified lender, the Company specializes in originating one-to-four-family loans, commercial real estate (“CRE”) mortgages, second mortgages, consumer loans, marine lending, and commercial business loans.
At March 31, 2025, the Company's loan portfolio included commercial real estate loans, residential real estate loans, consumer loans, and commercial business loans representing 34.5%, 30.0%, 24.0%, and 11.5% of the portfolio, respectively.
Fixture secured loans to finance window, gutter, siding replacement, solar panels, spas, and other improvement renovations are a large segment of the consumer loan portfolio. These fixture-secured consumer loans are dependent on the Company’s contractor/dealer network of 33 currently active fixture dealerships located throughout Washington, Oregon, California, Idaho, Colorado, Nevada, Arizona, Minnesota, Texas, Utah, Massachusetts, Montana, and New Hampshire. Five of these contractor/dealers were responsible for 79.8% of the dollar volume of funded loans for the three months ended March 31, 2025. The Company funded $26.9 million, consisting of 1,232 loans in the fixture-secured consumer loan category during the quarter ended March 31, 2025.
The following table details fixture secured loan originations by state for the periods indicated:
| (Dollars in thousands) |
For the Three Months Ended |
For the Year Ended |
||||||||||||||
| March 31, 2025 |
December 31, 2024 |
|||||||||||||||
| State |
Amount |
Percent |
Amount |
Percent |
||||||||||||
| Washington |
$ | 10,917 | 40.6 | % | $ | 46,341 | 38.2 | % | ||||||||
| Oregon |
4,670 | 17.4 | 25,195 | 20.7 | ||||||||||||
| California |
3,027 | 11.3 | 12,725 | 10.5 | ||||||||||||
| Idaho |
1,577 | 5.9 | 7,503 | 6.2 | ||||||||||||
| Colorado |
1,603 | 6.0 | 8,026 | 6.6 | ||||||||||||
| Arizona |
632 | 2.4 | 3,893 | 3.2 | ||||||||||||
| Nevada |
249 | 0.9 | 2,926 | 2.4 | ||||||||||||
| Minnesota |
653 | 2.4 | 2,533 | 2.1 | ||||||||||||
| Texas |
641 | 2.4 | 1,812 | 1.5 | ||||||||||||
| Utah |
1,013 | 3.8 | 4,822 | 4.0 | ||||||||||||
| Massachusetts |
781 | 2.9 | 2,524 | 2.1 | ||||||||||||
| Montana |
497 | 1.8 | 2,031 | 1.7 | ||||||||||||
| New Hampshire |
595 | 2.2 | 1,002 | 0.8 | ||||||||||||
| Total fixture secured loans |
$ | 26,855 | 100.0 | % | $ | 121,333 | 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 $141.4 million of one-to-four-family loans (which included loans held for sale, loans held for investment and fixed seconds) in addition to $4.0 million of loans brokered to other institutions through the home lending segment during the three months ended March 31, 2025, of which $91.9 million were sold to investors. Of the loans sold to investors, $31.8 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 March 31, 2025, one-to-four-family residential mortgage loans held for investment totaled $637.3 million, or 25.2%, of the total gross loan portfolio, while loans held for sale totaled $31.0 million and residential home equity loans totaled $73.8 million at that date.
For the three months ended March 31, 2025, one-to-four-family loan originations and refinancing activity decreased compared to the prior quarter as a result of economic volatility in the markets. Residential construction and development lending, while not as common as other loan origination options like one-to-four-family loans, continues to be an important element in our total loan portfolio, and we 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 have a maturity period of six to 18 months, with disbursements not fully realized at origination, leading to a short-term reduction in net loans receivable.
The Company is significantly affected by prevailing economic conditions, as well as government policies and regulations concerning, among other things, monetary and fiscal affairs. Deposit flows are influenced by a number of factors, including interest rates paid on time deposits, other investments, account maturities, and the overall level of personal income and savings. Lending activities are influenced by the demand for funds, the number and quality of lenders, and regional economic cycles. Sources of funds for lending activities include primarily deposits, including brokered deposits, borrowings, payments on loans, and income provided from operations.
The Company’s earnings are primarily dependent upon net interest income, the difference between interest income and interest expense. Interest income is a function of the balances of loans and investments outstanding during a given period and the yield earned on these loans and investments. Interest expense is a function of the amount of deposits and borrowings outstanding during the same period and interest rates paid on these deposits and borrowings.
The Company’s earnings are also affected by fee income from mortgage banking activities, the provision for (reversal of) credit losses, service charges and fees, gains from sales of assets, operating expenses and income taxes.
Critical Accounting Estimates
There have been no material changes to the Company’s critical accounting estimates as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Comparison of Financial Condition at March 31, 2025 and December 31, 2024
Assets. Total assets increased $36.9 million to $3.07 billion at March 31, 2025, from $3.03 billion at December 31, 2024, primarily due to increases of $31.1 million in total cash and cash equivalents, $10.0 million in securities available-for-sale, $3.4 million in other assets, $3.2 million in loans held for sale, and $2.0 million in securities held-to-maturity. These increases were partially offset by decreases of $10.4 million in FHLB stock, $834,000 in loans receivable, net, and $831,000 in core deposits intangible, net. The net increase in total assets was primarily funded by brokered deposits during the three months ended March 31, 2025.
Loans receivable, net was virtually unchanged at $2.50 billion at both March 31, 2025, and December 31, 2024. The changes in CRE loans at March 31, 2025, compared to December 31, 2024, reflect an increase in construction and development loans of $8.2 million, partially offset by a decrease in CRE owner occupied loans of $5.5 million, and in CRE non-owner occupied loans of $733,000. The changes in residential real estate loans for the same time periods was driven by an increase in one-to-four-family loans (excluding loans held for sale) of $20.0 million. The home equity and residential custom construction loans saw minor declines, though these changes were not significant. Total undisbursed construction and development loan commitments increased $11.3 million to $185.4 million at March 31, 2025, as compared to $174.1 million at December 31, 2024. Commercial business loans decreased $9.0 million at March 31, 2025, compared to December 31, 2024, primarily as a result of a decrease in C&I loans of $12.1 million, slightly offset by an increase in warehouse lending of $3.0 million. Consumer loans decreased $11.3 million at March 31, 2025, compared to December 31, 2024, primarily due to decreases of $9.9 million in indirect home improvement loans and $1.2 million in marine loans.
Loans held for sale, consisting of one-to-four-family loans, increased $3.2 million to $31.0 million at March 31, 2025, from $27.8 million at December 31, 2024. The Company continues to invest in its home lending operations and strategically manage production capacity in the markets we serve.
One-to-four-family loan originations for the three months ended March 31, 2025, included $84.7 million of loans originated for sale, $56.8 million of portfolio loans including first and second liens, and $4.0 million of loans brokered to other institutions.
Originations of one-to-four-family loans for the periods indicated were as follows:
| (Dollars in thousands) |
For the Three Months Ended March 31, |
|||||||||||||||||||||||
| 2025 |
2024 |
|||||||||||||||||||||||
| Amount |
Percent |
Amount |
Percent |
$ Change |
% Change |
|||||||||||||||||||
| Purchase |
$ | 120,719 | 83.0 | % |
$ | 135,577 | 88.1 | % |
$ | (14,858 | ) | (11.0 | )% |
|||||||||||
| Refinance |
24,677 | 17.0 | 18,371 | 11.9 | 6,306 | 34.3 | % |
|||||||||||||||||
| Total |
$ | 145,396 | 100.0 | % |
$ | 153,948 | 100.0 | % |
$ | (8,552 | ) | (5.6 | )% |
|||||||||||
During the three months ended March 31, 2025, the Company sold $91.9 million of one-to-four-family loans, compared to $93.9 million for the same period one year ago. This slight decrease in loan sales reflects a more competitive market environment, where interest rate fluctuations and broader economic conditions may have contributed to a reduction in origination volume. Despite this modest dip in sales, the Company remains focused on strategically managing its loan production and maintaining a robust pipeline of loans for sale, in line with market demand. Gross margin on home loan sales decreased to 3.26% for the three months ended March 31, 2025, compared to 3.43% for the three months ended March 31, 2024. Gross margin is defined as the margin on loans sold without the impact of deferred loan costs.
Liabilities. Total liabilities increased $33.8 million to $2.77 billion at March 31, 2025, from $2.73 billion at December 31, 2024, primarily due to an increase of $275.7 million in deposits, offset by a decrease of $239.0 million in borrowings.
Total deposits increased $275.7 million to $2.62 billion at March 31, 2025, from $2.34 billion at December 31, 2024, reflecting increases in all deposit categories. Transactional accounts (noninterest-bearing checking, interest-bearing checking and escrow accounts) increased $63.5 million to $878.2 million at March 31, 2025, from $814.7 million at December 31, 2024, due to increases of $24.9 million in interest-bearing checking, $31.7 million in noninterest-bearing checking and $6.8 million in escrow accounts related to mortgages serviced. Money market and savings accounts increased $7.9 million to $503.7 million at March 31, 2025, from $495.8 million at December 31, 2024.
CDs, which include both retail and non-retail CDs, increased $204.4 million to $1.23 billion at March 31, 2025, from $1.03 billion at December 31, 2024. Retail CDs increased $7.5 million to $881.6 million at March 31, 2025, from $874.1 million at December 31, 2024, while non-retail CDs, which include brokered CDs, online CDs and public funds CDs increased $196.9 million to $351.7 million, compared to $154.8 million at December 31, 2024. The increase in non-retail CDs was primarily due to an increase of $196.8 million in brokered CDs. Non-retail CDs represented 28.5% and 15.0% of total CDs at March 31, 2025 and December 31, 2024, respectively. The increase in non-retail CDs was due to the Company's strategy to manage interest rate risk and liquidity by accessing larger funding sources at competitive rates, which were only slightly higher than local market rates, and to pay down higher cost borrowings.
Deposits are summarized as follows at the dates indicated:
| (Dollars in thousands) |
March 31, |
December 31, |
||||||
| 2025 |
2024 |
|||||||
| Noninterest-bearing checking |
$ | 659,417 | $ | 627,679 | ||||
| Interest-bearing checking (1) |
201,469 | 176,561 | ||||||
| Savings |
160,332 | 154,188 | ||||||
| Money market (2) |
343,349 | 341,615 | ||||||
| CDs less than $100,000 (3) |
639,947 | 440,257 | ||||||
| CDs of $100,000 through $250,000 |
450,836 | 455,594 | ||||||
| CDs greater than $250,000 (4) |
142,512 | 133,045 | ||||||
| Escrow accounts related to mortgages serviced (5) |
17,289 | 10,479 | ||||||
| Total |
$ | 2,615,151 | $ | 2,339,418 | ||||
| (1) |
Includes $30.1 million of brokered deposits at March 31, 2025 and none at December 31, 2024. |
| (2) |
Includes $251,000 and $279,000 of brokered deposits at March 31, 2025 and December 31, 2024, respectively. |
| (3) |
Includes $339.9 million and $143.1 million of brokered CDs at March 31, 2025 and December 31, 2024, respectively. |
| (4) |
CDs that meet or exceed the FDIC insurance limit. |
| (5) |
Noninterest-bearing checking. |
The Bank had uninsured deposits of approximately $679.4 million or 26.0% of total deposits, at March 31, 2025, compared to approximately $652.7 million or 27.9% of total deposits at December 31, 2024. The uninsured amounts are estimates based on the methodologies and assumptions used for the Bank’s regulatory reporting requirements.
Borrowings decreased $239.0 million to $68.8 million at March 31, 2025, from $307.8 million at December 31, 2024. The decreased borrowings reflect the paydown of these higher cost funds utilizing lower cost brokered deposits. At March 31, 2025, borrowings were comprised solely of FHLB advances.
Stockholders’ Equity. Total stockholders’ equity increased $3.1 million to $298.8 million at March 31, 2025, from $295.8 million at December 31, 2024. The increase in stockholders' equity reflects net income of $8.0 million and $512,000 in equity award compensation, partially offset by share repurchases of $3.8 million and cash dividends paid totaling $2.2 million. Additionally, the issuance of common stock under the employee stock purchase plan added $336,000, due to the issuance of 8,210 shares of Company common stock. Stockholders' equity was also impacted by decreases in unrealized net losses in securities available-for-sale of $2.7 million, net of tax, and decreases in unrealized net gains on fair value and cash flow hedges of $2.6 million, net of tax, reflecting changes in market interest rates during the quarter, resulting in a $152,000 increase in other comprehensive income, net of tax.
Book value per common share was $39.12 at March 31, 2025, compared to $38.26 at December 31, 2024. The calculation of book value per share at March 31, 2025, was based on 7,639,844 common shares, derived by subtracting the 103,063 unvested restricted stock shares from the 7,742,907 reported common shares outstanding as of that date. Similarly, the book value per share at December 31, 2024, was calculated based on 7,729,951 common shares, obtained by subtracting the 103,063 unvested restricted stock shares from the 7,833,014 reported common shares outstanding as of that date.
Comparison of Results of Operations for the Three Months Ended March 31, 2025 and 2024
General. Net income was $8.0 million for the three months ended March 31, 2025, compared to $8.4 million for the three months ended March 31, 2024. The decrease was primarily due to a $1.5 million, or 6.5%, increase in noninterest expense and a $193,000, or 13.8%, increase in provision for loan losses, partially offset by a $692,000, or 32.5%, reduction in provision for income tax expense and a $636,000, or 2.1%, increase in net interest income.
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. Average balances are daily average balances. The yields on tax-exempt municipal bonds have not been computed on a tax equivalent basis.
| (Dollars in thousands) |
For the Three Months Ended | |||||||||||||||||||||||
| March 31, 2025 |
March 31, 2024 |
|||||||||||||||||||||||
| 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) |
$ | 2,559,944 | $ | 43,303 | 6.86 | % | $ | 2,464,602 | $ | 40,997 | 6.69 | % | ||||||||||||
| Taxable AFS mortgage-backed securities (3) |
179,270 | 1,284 | 2.90 | % | 114,799 | 1,121 | 3.93 | % | ||||||||||||||||
| Taxable AFS investment securities (3)(4) |
53,504 | 1,264 | 9.58 | % | 94,731 | 1,162 | 4.93 | % | ||||||||||||||||
| Tax-exempt AFS investment securities (3) |
77,643 | 378 | 1.97 | % | 121,883 | 754 | 2.49 | % | ||||||||||||||||
| Taxable HTM investment securities |
8,656 | 110 | 5.15 | % | 8,500 | 108 | 5.11 | % | ||||||||||||||||
| FHLB stock |
11,948 | 275 | 9.33 | % | 2,174 | 31 | 5.74 | % | ||||||||||||||||
| Interest-bearing deposits at other financial institutions |
16,161 | 174 | 4.37 | % | 59,514 | 707 | 4.78 | % | ||||||||||||||||
| Total interest-earning assets |
2,907,126 | 46,788 | 6.53 | % | 2,866,203 | 44,880 | 6.30 | % | ||||||||||||||||
| Noninterest-earning assets |
125,386 | 92,344 | ||||||||||||||||||||||
| Total assets |
$ | 3,032,512 | $ | 2,958,547 | ||||||||||||||||||||
| LIABILITIES |
||||||||||||||||||||||||
| Savings and money market |
$ | 495,895 | 1,925 | 1.57 | % | $ | 506,786 | 1,661 | 1.32 | % | ||||||||||||||
| Interest-bearing checking |
182,783 | 711 | 1.58 | % | 188,979 | 784 | 1.67 | % | ||||||||||||||||
| Certificates of deposit |
1,086,927 | 10,422 | 3.89 | % | 1,137,002 | 10,437 | 3.69 | % | ||||||||||||||||
| Borrowings |
218,639 | 2,263 | 4.20 | % | 101,150 | 1,167 | 4.64 | % | ||||||||||||||||
| Subordinated notes |
49,600 | 485 | 3.97 | % | 49,533 | 485 | 3.94 | % | ||||||||||||||||
| Total interest-bearing liabilities |
2,033,844 | 15,806 | 3.15 | % | 1,983,450 | 14,534 | 2.95 | % | ||||||||||||||||
| Noninterest-bearing accounts |
663,824 | 657,083 | ||||||||||||||||||||||
| Other noninterest-bearing liabilities |
33,739 | 43,246 | ||||||||||||||||||||||
| Total liabilities |
$ | 2,731,407 | $ | 2,683,779 | ||||||||||||||||||||
| Net interest income |
$ | 30,982 | $ | 30,346 | ||||||||||||||||||||
| Net interest rate spread |
3.38 | % | 3.35 | % | ||||||||||||||||||||
| Net earning assets |
$ | 873,282 | $ | 882,753 | ||||||||||||||||||||
| Net interest margin |
4.32 | % | 4.26 | % | ||||||||||||||||||||
| Average interest-earning assets to average interest-bearing liabilities |
142.94 | % | 144.51 | % | ||||||||||||||||||||
| (1) |
The average loans receivable, net balances include nonaccrual loans carrying a zero yield. |
| (2) | Includes net deferred fee recognition of $1.2 million and $1.3 million for the three months ended March 31, 2025 and 2024, respectively. |
| (3) |
Shown at amortized cost. |
| (4) | Includes income from fair value hedges of $297,000 and $418,000 for the three months ended March 31, 2025 and 2024, respectively. |
Net Interest Income. Net interest income increased $636,000 to $31.0 million for the three months ended March 31, 2025, from $30.3 million for the three months ended March 31, 2024, primarily due to an increase in interest income of $1.9 million, partially offset by an increase in interest expense of $1.3 million. The $1.9 million increase in interest income was primarily due to an increase of $2.3 million in interest income on loans receivable, including fees, driven primarily by a 17-basis point increase in the average yield earned on loans receivable as new loans were originated at higher rates and variable-rate loans repriced higher, and a higher average balance of loans outstanding. The $1.3 million increase in total interest expense was primarily the result of higher market interest rates and a shift in deposit mix from transactional accounts to higher cost brokered CDs.
Net interest margin (“NIM”) (annualized) increased six basis point to 4.32% for the three months ended March 31, 2025, from 4.26% for the same period the prior year. The change in NIM reflects the increase in yields earned on interest-earning assets, along with higher average capital relative to the prior period.
Interest Income. Interest income for the three months ended March 31, 2025, increased $1.9 million to $46.8 million, from $44.9 million for the three months ended March 31, 2024. The $1.9 million increase in total interest income was primarily due to an increase of $2.3 million in interest income on loans receivable, including fees, primarily as a result of net loan growth and variable rate loans repricing higher.
The following table compares average interest-earning asset balances, associated yields, and resulting changes in interest income for the three months ended March 31, 2025 and 2024:
| (Dollars in thousands) |
Three Months Ended March 31, |
|||||||||||||||||||
| 2025 |
2024 |
|||||||||||||||||||
| Average |
Average |
$ Change |
||||||||||||||||||
| Balance |
Balance |
in Interest |
||||||||||||||||||
| Outstanding |
Yield |
Outstanding |
Yield |
Income |
||||||||||||||||
| Loans receivable, net and loans held for sale (1)(2) |
$ | 2,559,944 | 6.86 | % | $ | 2,464,602 | 6.69 | % | $ | 2,306 | ||||||||||
| Taxable AFS mortgage-backed securities (3) |
179,270 | 2.90 | 114,799 | 3.93 | 163 | |||||||||||||||
| Taxable AFS investment securities (3)(4) |
53,504 | 9.58 | 94,731 | 4.93 | 102 | |||||||||||||||
| Tax-exempt AFS investment securities (3) |
77,643 | 1.97 | 121,883 | 2.49 | (376 | ) | ||||||||||||||
| Taxable HTM investment securities |
8,655 | 5.15 | 8,500 | 5.11 | 2 | |||||||||||||||
| FHLB stock |
11,948 | 9.33 | 2,174 | 5.74 | 244 | |||||||||||||||
| Interest-bearing deposits at other financial institutions |
16,161 | 4.37 | 59,514 | 4.78 | (533 | ) | ||||||||||||||
| Total interest-earning assets |
$ | 2,907,125 | 6.53 | % | $ | 2,866,203 | 6.30 | % | $ | 1,908 | ||||||||||
| (1) |
The average loans receivable, net balances include nonaccrual loans carrying a zero yield. |
| (2) | Includes net deferred fee recognition of $1.2 million and $1.3 million for the three months ended March 31, 2025 and 2024, respectively. |
| (3) |
Shown at amortized cost. |
| (4) | Includes income from fair value hedges of $297,000 and $418,000 for the three months ended March 31, 2025 and 2024, respectively. |
Interest Expense. Interest expense increased $1.3 million to $15.8 million for the three months ended March 31, 2025, from $14.5 million for the comparable quarter in 2024, primarily due to an increase of interest expense on borrowings of $1.1 million. The higher borrowing costs were a result of an increase in the average balance of borrowings, partially offset by a decrease in the average interest paid.
The average cost of total interest-bearing deposits increased 17 basis points to 3.00%, for the three months ended March 31, 2025, compared to 2.83%, for the three months ended March 31, 2024. The average balance of total interest-bearing deposits decreased $67.2 million to $1.77 billion for the three months ended March 31, 2025 and 2024, compared to $1.83 billion for the three months ended March 31, 2024.
The average cost of total interest-bearing liabilities increased 20 basis points to 3.15% for the three months ended March 31, 2025, from 2.95% for the three months ended March 31, 2024. The average cost of funds, which includes noninterest-bearing checking, increased 17 basis points to 2.38% for the three months ended March 31, 2025, from 2.21% for the three months ended March 31, 2024.
The following table details average balances of interest-bearing liabilities, associated rates, and resulting change in interest expense for the three months ended March 31, 2025 and 2024:
| (Dollars in thousands) |
Three Months Ended March 31, |
|||||||||||||||||||
| 2025 |
2024 |
|||||||||||||||||||
| Average |
Average |
$ Change |
||||||||||||||||||
| Balance |
Balance |
in Interest |
||||||||||||||||||
| Outstanding |
Rate |
Outstanding |
Rate |
Expense |
||||||||||||||||
| Savings and money market |
$ | 495,895 | 1.57 | % | $ | 506,786 | 1.32 | % | $ | 264 | ||||||||||
| Interest-bearing checking |
182,783 | 1.58 | 188,979 | 1.67 | (73 | ) | ||||||||||||||
| Certificates of deposit |
1,086,927 | 3.89 | 1,137,002 | 3.69 | (15 | ) | ||||||||||||||
| Borrowings |
218,639 | 4.20 | 101,150 | 4.64 | 1,096 | |||||||||||||||
| Subordinated note |
49,600 | 3.97 | 49,533 | 3.94 | — | |||||||||||||||
| Total interest-bearing liabilities |
$ | 2,033,844 | 3.15 | % | $ | 1,983,450 | 2.95 | % | $ | 1,272 | ||||||||||
Provision for Credit Losses. For the three months ended March 31, 2025, the provision for credit losses was $1.6 million, consisting of a $1.5 million provision for credit losses on loans, and a $66,0000 provision for credit losses on unfunded loan commitments, compared to $1.4 million provision for credit losses for the three months ended March 31, 2024, consisting of a $1.4 million provision for credit losses on loans and a $22,000 reversal of the ACL on unfunded loan commitments. The provision for credit losses on loans reflects the increase in the loan portfolio, as well as an increase in nonperforming loans and higher net charge-offs.
During the three months ended March 31, 2025, net loan charge-offs totaled $1.7 million, compared to $1.5 million during the three months ended March 31, 2024. This increase was the result of increased net charge-offs of $487,000 in indirect home improvement loans and $25,000 in commercial business loans, partially offset by a reduction of net charge-offs of $213,000 in marine loans and $46,000 in other consumer loans. A decline in national and local economic conditions, as a result the effects of inflation, a recession or slowed economic growth, among other economic factors, could result in a material increase in the ACL on loans and may adversely affect the Company’s financial condition and result of operations.
Noninterest Income. Noninterest income was unchanged at $5.1 million for the three months ended March 31, 2025 and 2024. Changes in noninterest income during the three months ended March 31, 2025, compared to the same period in 2024, included a reduction in service charges and fee income due to the sale of mortgage servicing rights in the first quarter of 2024, and an increase other noninterest income attributable to increased unrealized gains on portfolio loans recorded under the fair value option. The three months ended March 31, 2024, additionally included gain on sale of mortgage servicing rights and losses on sale of investment securities which mostly offset.
Noninterest Expense. Noninterest expense increased $1.5 million to $25.1 million for the three months ended March 31, 2025, from $23.5 million for the three months ended March 31, 2024. The increase was primarily due to increases of $976,000 in salaries and benefits due to competitive wage adjustments, additional staffing to support growth, and higher overall benefit costs, and $437,000 in operations.
The efficiency ratio, which is calculated by dividing noninterest expense by total net interest income and noninterest income, weakened to 69.39% for the three months ended March 31, 2025, compared to 66.36% for the three months ended March 31, 2024, due to an increase in noninterest expense that outpaced total revenue growth.
Provision for Income Taxes. For the three months ended March 31, 2025, the Company recorded a provision for income taxes of $1.4 million, compared to $2.1 million for the three months ended March 31, 2024. The decrease in the income taxes provision was primarily due to a $1.1 million decrease in pre-tax income during the three months ended March 31, 2025, as compared to the same quarter last year. The effective corporate income tax rates for the three months ended March 31, 2025 and 2024, were 15.2% and 20.2%, respectively. The decline in tax rate between the quarters was primarily attributable to the tax benefits recognized from the $660,000 gain of related tax credits purchased versus the utilization of the credit. Excluding the tax benefit related to the $660,000 gain, the effective corporate income tax rate for the three months ended March 31, 2025 would have been 22.2%.
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 several different sources to meet potential liquidity demands. The primary sources are increases in deposit accounts, FHLB borrowings, 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 March 31, 2025, the Bank’s total borrowing capacity was $639.2 million with the FHLB of Des Moines, with unused borrowing capacity of $570.0 million. The FHLB borrowing limit is based on certain categories of loans, primarily real estate loans that qualify as collateral for FHLB borrowings. At March 31, 2025, the Bank held approximately $1.08 billion in loans that qualify as collateral for FHLB borrowings.
In addition to the availability of liquidity from the FHLB of Des Moines, the Bank maintains a short-term borrowing line with the FRB with a limit of $270.6 million and a combined credit limit of $101.0 million in written federal funds lines of credit through correspondent banking relationships at March 31, 2025. The FRB borrowing limit is based on certain categories of loans, primarily consumer loans that qualify as collateral for FRB line of credit. At March 31, 2025, the Bank held approximately $597.4 million in loans that qualify as collateral for the FRB line of credit. There were no outstanding borrowings with the FRB or correspondent banks as of March 31, 2025 and December 31, 2024. 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 $524.3 million at March 31, 2025. Total brokered deposits at March 31, 2025 were $370.2 million. Management utilizes brokered deposits to mitigate interest rate risk and to enhance liquidity 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 March 31, 2025, outstanding loan commitments, including unused lines of credit totaled $583.4 million. The Company purchased $15.0 million in securities during the three months ended March 31, 2025. The Company purchased $38.0 million in securities during the three months ended March 31, 2024. Proceeds from securities repayments, maturities and sales were $6.3 million and $48.3 million during the three months ended March 31, 2025 and 2024, respectively.
The Bank’s liquidity is also affected by the volume of loans sold and loan principal payments. During the three months ended March 31, 2025 and 2024, the Bank sold $91.9 million and $93.9 million in loans, respectively.
Total deposits increased $275.7 million during the three months ended March 31, 2025, primarily driven by a net increase in brokered deposits of $226.9 million. CDs scheduled to mature in three months or less at March 31, 2025, totaled $516.7 million. It is management’s policy to offer deposit rates that are competitive with other local financial institutions. Based on this strategy, management believes that a majority of maturing relationship deposits will remain with the Bank.
For the remainder of 2025, we project that fixed commitments will include $1.2 million of operating lease payments. For information regarding our operating leases, see “Note 6 – Leases” of the Notes to Consolidated Financial Statements included in this report. FHLB borrowings of $16.0 million are scheduled to mature within the next twelve months.
As a separate legal entity from the Bank, FS Bancorp, Inc. must provide for its own liquidity. In addition to its own operating expenses (many of which are paid to the Bank), FS Bancorp is responsible for paying for any stock repurchases, dividends declared to its stockholders, interest and principal on outstanding debt, and other general corporate expenses. Sources of capital and liquidity for FS Bancorp include distributions from the Bank and the issuance of debt or equity securities, although there are regulatory restrictions on the ability of the Bank to make distributions.
Dividends and other capital distributions from the Bank are subject to regulatory notice and certain restrictions. The unrestricted cash of FS Bancorp held at the Bank on an unconsolidated basis totaled $6.3 million at March 31, 2025. 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 $0.28 per share, which we believe is a dividend rate per share 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 2025 at this rate of $0.28 per share, our total dividends paid each quarter would be approximately $2.2 million based on the number of the current outstanding shares as of March 31, 2025.
Under FS Bancorp’s existing stock repurchase program, approximately $873,000 remained available for future repurchases as of March 31, 2025. See “Unregistered Sales of Equity Securities and Use of Proceeds” in Item 2, Part II of this Form 10-Q for additional information relating to stock repurchases.
Capital Resources
The Bank is subject to minimum capital requirements imposed by the FDIC. Based on its capital levels at March 31, 2025, 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 March 31, 2025, the Bank was considered to be “well capitalized”. At March 31, 2025, 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 11.3%, 13.2%, 14.4%, and 13.2%, 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 $3.0 billion or more in assets are 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. FS Bancorp is subject to regulatory capital guidelines for bank holding companies with $3.0 billion or more in assets at March 31, 2025, and has exceeded all applicable regulatory capital requirements. The regulatory capital ratios calculated for FS Bancorp at March 31, 2025 were 9.9% for Tier 1 leverage-based capital, 11.5% for Tier 1 risk-based capital, 14.7% for total risk-based capital, and 11.5% for CET 1 capital ratio. For additional information regarding regulatory capital compliance, see the discussion included in “Note 12 – 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 2024 Form 10-K.
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 Exchange Act was carried out as of March 31, 2025, 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.
Based upon the foregoing evaluation, the Company’s CEO and CFO concluded that as of March 31, 2025, the Company’s disclosure controls and procedures were effective in ensuring that information we are required to disclose in the reports we file or submit under the Exchange Act is (1) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (2) accumulated and communicated to FS Bancorp management, including its CEO and CFO, as appropriate to allow timely decisions regarding required disclosure, specified in the SEC’s rules and forms.
(b) Changes in Internal Controls
There were no changes in the Company’s internal control over financial reporting that occurred during the three months ended March 31, 2025, 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.
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.
There have been no material changes in the Risk Factors previously disclosed in FS Bancorp’s 2024 Form 10-K.
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 March 31, 2025: |
| Period |
Total Number of Shares Purchased |
Average Price Paid per Share |
Total Number of Shares Repurchased as Part of Publicly Announced Plan or Program |
Maximum Dollar Value of Shares that May Yet Be Repurchased Under the Plan or Program |
||||||||||||
| January 1, 2025 - January 31, 2025 |
19,542 | $ | 41.00 | 19,542 | $ | 3,911,405 | ||||||||||
| February 1 - February 28, 2025 |
40,018 | 39.48 | 40,018 | 2,331,555 | ||||||||||||
| March 1, 2025 - March 31, 2025 |
38,757 | 37.64 | 38,757 | 872,778 | ||||||||||||
| Total for the quarter |
98,317 | $ | 39.06 | 98,317 | $ | 872,778 | ||||||||||
On November 15, 2024, the Company publicly announced that its Board of Directors approved a stock repurchase program, authorizing the repurchase of up the $5.0 million of Company common stock. Repurchases may occur from time to time in the open market, through privately negotiated transactions, or by withholding shares upon the exercise of equity awards over a 12-month period until November 15, 2025. On April 4, 2025, the Company publicly announced an additional stock repurchase program, authorizing the repurchase up to $5.0 million of Company common stock, in addition to the amount remaining under the November 2024 repurchase program. Repurchases under this program may also be made from time to time in the open market, through privately negotiated transactions over a 12-month period until July 31, 2025.
The actual timing, price, and number of shares repurchased under the 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 Exchange Act of 1934, as amended, 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.
| (a) |
None. |
| (b) |
None. |
| (c) |
Trading Plans. During the three months ended March 31, 2025, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. |
| 3.1 |
||
| 3.2 |
||
| 4.1 |
||
| 4.2 |
||
| 4.3 |
||
| 10.1 |
Severance Agreement between 1st Security Bank of Washington and Joseph C. Adams (1) |
|
| 10.2 |
||
| 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 |
||
| 10.9 |
||
| 10.10 |
||
| 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 |
||
| 10.15 |
Form of Enrollment/Change Form under the FS Bancorp, Inc. Nonqualified 2022 Stock Purchase Plan (7) |
|
| 10.16 | Form of Change of Control Agreement with Shana Allen, Stephanie Nicklaus, and Benjamin Crowl (8) | |
| 31.1 |
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
| 31.2 |
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|
| 32.1 |
Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
| 32.2 |
Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
| 101 |
The following materials from the Company’s Quarterly Report on Form 10‑Q for the quarter ended March 31, 2025 formatted in Inline Extensible Business Reporting Language (IXBRL): (1) Consolidated Balance Sheets; (2) Consolidated Statements of Income; (3) Consolidated Statements of Comprehensive Income (Loss); (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. |
|
| (8) | Filed as an exhibit to the Registrant's Current Report on Form 8-K filed on February 2, 2024 (File No. 001-35589). |
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: May 9, 2025 |
By: |
/s/Joseph C. Adams |
| Joseph C. Adams, |
||
| Chief Executive Officer |
||
| (Duly Authorized Officer) |
||
| Date: May 9, 2025 |
By: |
/s/Phillip D. Whittington |
| Phillip D. Whittington |
||
| Chief Financial Officer |
||
| (Principal Financial and Accounting Officer) |
||
|
|
||
EXHIBIT 31.1
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Joseph C. Adams, certify that:
|
1. |
I have reviewed this Quarterly Report on Form 10-Q of FS Bancorp, Inc.; |
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15-(f)) for the registrant and have: |
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
|
5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: | May 9, 2025 | /s/Joseph C. Adams | |
|
|
|
|
Joseph C. Adams |
|
|
|
|
Chief Executive Officer |
EXHIBIT 31.2
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Phillip D. Whittington, certify that:
|
1. |
I have reviewed this Quarterly Report on Form 10-Q of FS Bancorp, Inc.; |
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15-(f)) for the registrant and have: |
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
|
5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
|
Date: |
May 9, 2025 |
|
/s/Phillip D. Whittington |
|
|
|
|
Phillip D. Whittington |
|
|
|
|
Chief Financial Officer |
EXHIBIT 32.1
Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the accompanying Quarterly Report on Form 10-Q of FS Bancorp, Inc. (the “Company”) for the quarter ended March 31, 2025 (the “Report”), I, Joseph C. Adams, in my capacity as Chief Executive Officer of the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
|
1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
|
2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods presented in the financial statements included in the Report. |
|
Date: |
May 9, 2025 |
|
/s/Joseph C. Adams |
|
|
|
|
Joseph C. Adams |
|
|
|
|
Chief Executive Officer |
EXHIBIT 32.2
Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the accompanying Quarterly Report on Form 10-Q of FS Bancorp, Inc. (the “Company”) for the quarter ended March 31, 2025 (the “Report”), I, Phillip D. Whittington, in my capacity as Chief Financial Officer of the Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
|
1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
|
2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods presented in the financial statements included in the Report. |
|
Date: |
May 9, 2025 |
|
/s/Phillip D. Whittington |
|
|
|
|
Phillip D. Whittington |
|
|
|
|
Chief Financial Officer |