FSBW-2014.6.30-10Q
 
 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
(Mark One)
[X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2014    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: 333-177125
FS BANCORP, INC.
(Exact name of registrant as specified in its charter)

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

6920 220th Street SW, Mountlake Terrace, Washington 98043
(Address of principal executive offices; Zip Code)

(425) 771-5299
(Registrant's telephone number, including area code)

None
(Former name, former address and former fiscal year, if changed since last report)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X]    No [ ]

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

Large accelerated filer [ ]
 
Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)
 
Smaller reporting company [ X ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: As of August 8, 2014, there were 3,235,625 outstanding shares of the registrant's common stock.



 
 


FS Bancorp, Inc.
Form 10-Q
Table of Contents
 
 
Page Number
PART I
FINANCIAL INFORMATION
 
 
 
 
Item 1.
Financial Statements
 
 
 
 
 
Consolidated Balance Sheets as of June 30, 2014 and December 31, 2013 (Unaudited)
2

 
 
 
 
Consolidated Statements of Income for the Three and Six Months Ended June 30, 2014 and 2013 (Unaudited)
3

 
 
 
 
Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2014 and 2013 (Unaudited)
4

 
 
 
 
Consolidated Statements of Changes in Stockholders' Equity as of June 30, 2014 and 2013 (Unaudited)
5

 
 
 
 
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2014 and 2013 (Unaudited)
6

 
 
 
 
Notes to Consolidated Financial Statements
7 - 38

 
 
 
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
39 - 47

 
 
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
47

 
 
 
Item 4.
Controls and Procedures
47

 
 
 
PART II
OTHER INFORMATION
48

 
 
 
Item 1.
Legal Proceedings
48

 
 
 
Item 1A.
Risk Factors
48

 
 
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
48

 
 
 
Item 3.
Defaults Upon Senior Securities
48

 
 
 
Item 4.
Mine Safety Disclosures
48

 
 
 
Item 5.
Other Information
48

 
 
 
Item 6.
Exhibits
48 - 49

 
 
 
SIGNATURES
 
50

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




 
 


Item 1. Financial Statements
FS BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS

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

 
June 30,
2014
 
December 31, 2013
ASSETS
 
 
 
Cash and due from banks
$
2,049

 
$
1,425

Interest-bearing deposits at other financial institutions
7,106

 
39,660

Securities available-for-sale, at fair value
58,363

 
56,239

Federal Home Loan Bank stock, at cost
1,670

 
1,702

Loans held for sale, at fair value
15,975

 
11,185

Loans receivable, net
325,495

 
281,081

Accrued interest receivable
1,366

 
1,261

Premises and equipment, net
13,763

 
13,818

Other real estate owned ("OREO")
36

 
2,075

Deferred tax asset

 
816

Bank owned life insurance ("BOLI")
6,460

 
6,369

Other assets
3,738

 
3,556

TOTAL ASSETS
$
436,021

 
$
419,187

 
 
 
 
LIABILITIES
 
 
 

Deposits
 
 
 

Noninterest-bearing accounts
$
47,685

 
$
45,783

Interest-bearing accounts
303,959

 
291,093

Total deposits
351,644

 
336,876

Borrowings
17,552

 
16,664

Other liabilities
4,041

 
3,334

Total liabilities
373,237

 
356,874

COMMITMENTS AND CONTINGENCIES (NOTE 9)


 


STOCKHOLDERS' EQUITY
 
 
 
Preferred stock, $.01 par value; 5,000,000 shares authorized; None issued or outstanding

 

Common stock, $.01 par value; 45,000,000 shares authorized; 3,235,625 and 3,240,125 shares issued and outstanding at June 30, 2014 and December 31, 2013, respectively
                            
32

 
32

Additional paid-in capital
28,963

 
30,097

Retained earnings
35,808

 
35,215

Accumulated other comprehensive loss
(18
)
 
(898
)
Unearned shares - Employee Stock Ownership Plan ("ESOP")
(2,001
)
 
(2,133
)
Total stockholders' equity
62,784

 
62,313

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
$
436,021

 
$
419,187



See accompanying notes to these consolidated financial statements.


 
 
2









 
 

FS BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except earnings per share data) (Unaudited)
 
Three Months Ended
June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
 INTEREST INCOME
 
 
 
 
 
 
 
Loans receivable
$
5,493

 
$
5,233

 
$
10,674

 
$
10,171

Interest and dividends on investment securities, cash and cash equivalents, and interest-bearing deposits at other financial institutions
356

 
203

 
686

 
440

Total interest and dividend income
5,849

 
5,436

 
11,360

 
10,611

 INTEREST EXPENSE
 
 
 

 
 
 
 
Deposits
594

 
464

 
1,144

 
936

Borrowings
63

 
48

 
121

 
87

Total interest expense
657

 
512

 
1,265

 
1,023

 NET INTEREST INCOME
5,192

 
4,924

 
10,095

 
9,588

 PROVISION FOR LOAN LOSSES
450

 
600

 
900

 
1,200

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES
4,742

 
4,324

 
9,195

 
8,388

 NONINTEREST INCOME
 
 
 

 
 
 
 
Service charges and fee income
446

 
494

 
844

 
948

Gain on sale of loans
1,794

 
2,228

 
3,302

 
3,779

Gain on sale of investment securities
10

 
96

 
10

 
264

Other noninterest income
206

 
113

 
352

 
203

Total noninterest income
2,456

 
2,931

 
4,508

 
5,194

 NONINTEREST EXPENSE
 
 
 

 
 
 
 
Salaries and benefits
3,240

 
3,135

 
6,363

 
5,612

Operations
926

 
759

 
1,472

 
1,517

Occupancy
403

 
385

 
801

 
702

Data processing
300

 
266

 
588

 
532

OREO fair value impairments, net of (gain) loss on sales
(1
)
 
117

 
30

 
195

OREO expenses (income)
(29
)
 
16

 
3

 
38

Loan costs
391

 
345

 
696

 
645

Professional and board fees
298

 
333

 
602

 
563

FDIC insurance
62

 
67

 
125

 
123

Marketing and advertising
125

 
158

 
232

 
243

Impairment (recovery) on mortgage servicing rights
(1
)
 
22

 
(1
)
 
(100
)
Total noninterest expense
5,714

 
5,603

 
10,911

 
10,070

INCOME BEFORE PROVISION FOR INCOME TAX
1,484

 
1,652

 
2,792

 
3,512

 PROVISION FOR INCOME TAX
498

 
566

 
931

 
1,191

 NET INCOME
$
986

 
$
1,086

 
$
1,861

 
$
2,321

Basic earnings per share
$
0.33

 
$
0.36

 
$
0.62

 
$
0.77

Diluted earnings per share
$
0.33

 
$
0.36

 
$
0.62

 
$
0.77



See accompanying notes to these consolidated financial statements.

 
 
3









 
 

FS BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands) (Unaudited)
 
 
 
 
 
 
 
Three Months Ended June 30,
 
Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
Net Income
$
986

 
$
1,086

 
$
1,861

 
$
2,321

Other comprehensive gain (loss), net of tax:
 
 
 
 
 
 
 
Unrealized gain (loss) on securities available-for-sale:
 
 
 
 
 
 
 
Unrealized holding gain (loss) arising during period
802

 
(1,299
)
 
1,344

 
(1,564
)
Income tax (provision) benefit related to unrealized gains
(272
)
 
442

 
(457
)
 
532

Reclassification adjustment for realized gains included in net income
(10
)
 
(96
)
 
(10
)
 
(264
)
Income tax benefit related to reclassification for realized gains
3

 
33

 
3

 
90

Other comprehensive gain (loss), net of tax
523

 
(920
)
 
880

 
(1,206
)
COMPREHENSIVE INCOME
$
1,509

 
$
166

 
$
2,741

 
$
1,115


See accompanying notes to these consolidated financial statements.


 
 
4









 
 
 
 
 
 


FS BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Dollars in thousands, except share data) (Unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
Common Stock
 
 
 
 
 
Accumulated
 
 
 
 
 
Shares
 
Amount
 
Additional Paid-in Capital
 
Retained Earnings
 
Other Comprehensive
Income (Loss)
 
Unearned ESOP Shares
 
Total Stockholders'
Equity
BALANCE, January 1, 2013
3,240,125

 
$
32

 
$
29,894

 
$
31,746

 
$
597

 
$
(2,372
)
 
$
59,897

Net income

 

 

 
2,321

 

 

 
2,321

Other comprehensive
loss, net of tax

 

 

 

 
(1,206
)
 

 
(1,206
)
Dividends paid ($0.05 per share)

 

 

 
(150
)
 

 

 
(150
)
ESOP shares allocated

 

 
85

 

 

 
132

 
217

BALANCE, June 30, 2013
3,240,125

 
$
32

 
$
29,979

 
$
33,917

 
$
(609
)
 
$
(2,240
)
 
$
61,079

 
 
 
 
 
 
 
 
 
 
 
 
 
 
BALANCE, January 1, 2014
3,240,125

 
$
32

 
$
30,097

 
$
35,215

 
$
(898
)
 
$
(2,133
)
 
$
62,313

Net income

 

 

 
1,861

 

 

 
1,861

Dividends paid ($0.11 per share)

 

 

 
(341
)
 

 

 
(341
)
Share-based compensation

 

 
110

 

 

 

 
110

Restricted stock awards
125,105

 

 
(1
)
 

 

 

 
(1
)
Common stock repurchased
(129,605
)
 

 
(1,295
)
 
(927
)
 

 

 
(2,222
)
Other comprehensive
income, net of tax
 
 
 
 
 
 
 
 
880

 
 
 
880

ESOP cash distribution

 

 
(35
)
 

 

 

 
(35
)
ESOP shares allocated

 

 
87

 

 

 
132

 
219

BALANCE, June 30, 2014
3,235,625

 
$
32

 
$
28,963

 
$
35,808

 
$
(18
)
 
$
(2,001
)
 
$
62,784

 
See accompanying notes to these consolidated financial statements.


 
 
5









 
 


FS BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands) (Unaudited)
 
 
 
 
 
Six Months Ended June 30,
 
2014
 
2013
CASH FLOWS FROM OPERATING ACTIVITIES
 
 
 
Net income
$
1,861

 
$
2,321

Adjustments to reconcile net income to net cash from operating activities
 
 
 
Provision for loan losses
900

 
1,200

Depreciation, amortization and accretion
1,677

 
513

Compensation expense related to stock options and restricted stock awards
110

 

ESOP compensation expense for allocated shares
219

 
217

Provision for deferred income taxes
816

 
981

Increase in cash surrender value of BOLI
(91
)
 

Gain on sale of loans held for sale
(2,741
)
 
(3,779
)
Gain on sale of portfolio loans
(561
)
 

Origination of loans held for sale
(103,425
)
 
(132,168
)
Proceeds from sale of loans held for sale
100,887

 
133,978

Gain on sale of investment securities
(10
)
 
(264
)
Gain on sale of OREO
(10
)
 

Recovery of servicing rights
(1
)
 
(100
)
Impairment loss on other real estate owned
40

 
195

Changes in operating assets and liabilities
 
 
 
Accrued interest receivable
(105
)
 
(69
)
Other assets
(429
)
 
(1,368
)
Other liabilities
707

 
(52
)
Net cash from (used by) operating activities
(156
)
 
1,605

CASH FLOWS FROM INVESTING ACTIVITIES
 
 
 

Activity in securities available-for-sale:
 
 
 

Proceeds from sale of investment securities
11,720

 
8,786

Maturities, prepayments, and calls
7,964

 
1,676

Purchases
(20,923
)
 
(13,083
)
Loan originations and principal collections, net
(58,734
)
 
(9,496
)
Proceeds from sale of portfolio loans
12,849

 

Proceeds from sale of OREO
2,454

 
163

Purchase of premises and equipment, net
(447
)
 
(1,289
)
Net cash used by investing activities
(45,117
)
 
(13,243
)
CASH FLOWS FROM FINANCING ACTIVITIES
 
 
 

Net increase in deposits
14,768

 
11,964

Proceeds from borrowings
30,207

 
76,454

Repayments of borrowings
(29,319
)
 
(69,630
)
Dividends paid
(341
)
 
(150
)
Common stock repurchased
(2,222
)
 

Net cash from financing activities
13,093

 
18,638

NET DECREASE IN CASH AND CASH EQUIVALENTS
(32,180
)
 
7,000

CASH AND CASH EQUIVALENTS, beginning of period
38,459

 
6,787

CASH AND CASH EQUIVALENTS, end of period
$
6,279

 
$
13,787

SUPPLEMENTARY DISCLOSURES OF CASH FLOW INFORMATION
 
 
 

Cash paid during the period for:
 
 
 
Interest
$
1,262

 
$
1,017

Income taxes
$
175

 
$
210

SUPPLEMENTARY DISCLOSURES OF NONCASH OPERATING, INVESTING AND FINANCING ACTIVITIES
 
 
 
Change in unrealized gain (loss) on investment securities
$
880

 
$
(1,206
)
Property received in settlement of loans
$
445

 
$
(36
)
Transfer portfolio loans to loans held for sale
$

 
$
3,251

See accompanying notes to these consolidated financial statements.

 
 
6









 
FS BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 



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 proposed holding company for 1st Security Bank of Washington (the “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 stock owned savings bank with seven branches in suburban communities in the greater Puget Sound area. The Bank provides loan and deposit services to customers who are predominantly small and middle-market businesses and individuals.

Financial Statement Presentation – The accompanying unaudited consolidated interim financial statements do not contain all necessary disclosures required by Generally Accepted Accounting Principles in the United States of America (“U.S. GAAP”) for complete financial statements and, therefore, should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2013 filed with the Securities and Exchange Commission ("SEC") on March 29, 2014.  These unaudited financial statements include all normal and recurring adjustments that management believes are necessary in order to conform to U.S. GAAP and have been reflected as required by Article 10 of Regulation S-X as promulgated by the SEC.  The results for the three and six months ended June 30, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014 or any other future period. Amounts presented in the financial statements and footnote tables are rounded and presented in thousands of dollars. In the narrative footnote discussion amounts are rounded and presented in millions of dollars to one decimal point if the amounts are above $1.0 million.  Amounts below $1.0 million are rounded and presented in dollars to the nearest thousands. Certain prior year amounts have been reclassified to conform to the 2014 presentation with no change to net income or stockholders' equity previously reported.

Conversion and Change in Corporate Form – On July 9, 2012, in accordance with a Plan of Conversion (the "Plan") adopted by its Board of Directors and as approved by its depositors and borrower members, the Bank (i) converted from a mutual savings bank to a stock savings bank, and (ii) became the wholly-owned subsidiary of FS Bancorp, Inc., a bank holding company registered with the Board of Governors of the Federal Reserve System ("FRB"). In connection with the conversion, FS Bancorp, Inc. issued an aggregate of 3,240,125 shares of common stock at an offering price of $10.00 per share for gross proceeds of $32.4 million. From the proceeds, FS Bancorp, Inc. made a capital contribution of $15.5 million to the Bank. The Bank intends to use this additional capital for future lending and investment activities and for general and other corporate purposes subject to regulatory limitations. The cost of conversion and the issuance of capital stock was approximately $2.5 million, which was deducted from the proceeds of the offering.

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

Use of Estimates – 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 change in the near term are allowances for loan losses, fair value of measurements, and the estimated realizability related to the deferred tax asset.

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



 
 
7









 
 
 
 
 
FS BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 
 
 


NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Subsequent Events – The Company has evaluated events and transactions subsequent to June 30, 2014 for potential recognition or disclosure.

Cash and Cash Equivalents – Cash and cash equivalents include cash and due from banks, and interest-bearing balances due from other banks and the Federal Reserve Bank of San Francisco. Cash and cash equivalents have a maturity of 90 days or less at the time of purchase. As of June 30, 2014 and December 31, 2013, the Company had cash deposits at other financial institutions in excess of Federal Deposit Insurance Corporation ("FDIC") insured limits. However, as the Company places these deposits with major financial institutions and monitors the financial condition of these institutions, management believes the risk of loss to be minimal.

Deposits in Other Financial Institutions – The Company held interest-bearing deposits at other financial institutions with a cost basis of $7.1 million and $39.7 million as of June 30, 2014 and December 31, 2013, respectively. Certificates of deposits in the amount of $2.9 million and $2.6 million with original maturity dates greater than 90 days were excluded from cash and cash equivalents as of June 30, 2014 and December 31, 2013, respectively.

RECENT ACCOUNTING PRONOUNCEMENTS

In January 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014 - 04, Receivables - Trouble Debt Restructurings by Creditors (Subtopic 310-40) - Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure. This ASU is intended to clarify when a creditor should be considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan such that the loan should be derecognized and the real estate recognized. This ASU clarifies that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either: (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure, or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. This ASU is effective for fiscal years, and interim reporting periods within those annual periods beginning after December 15, 2014. The adoption of this ASU is not expected to have a material impact on the Company’s consolidated financial statements.

In April 2014, the FASB issued ASU No. 2014-08, “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity." ASU 2014-08 raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. This ASU is effective for annual periods beginning on or after December 15, 2014. Early adoption is permitted but only for disposals that have not been reported in financial statements previously issued. The adoption of this ASU is not expected to have a material impact on the Company’s consolidated financial statements.



 
 
8









 
FS BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 



NOTE 2 – SECURITIES AVAILABLE-FOR-SALE
 
The following table presents the amortized costs, unrealized gains, unrealized losses and approximate fair values of securities available-for-sale at June 30, 2014 and December 31, 2013:

 
June 30, 2014
 
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Estimated
Fair
Values
 
SECURITIES AVAILABLE-FOR-SALE
 
 
 
 
 
 
 
Federal agency securities
$
6,754

 
$
9

 
$
(216
)
 
$
6,547

Municipal bonds
16,027

 
288

 
(82
)
 
16,233

Corporate securities
4,997

 
2

 
(40
)
 
4,959

Mortgage-backed securities
30,613

 
171

 
(160
)
 
30,624

Total securities available-for-sale
$
58,391

 
$
470

 
$
(498
)
 
$
58,363

 
 
 
 
 
 
 
 
 
December 31, 2013
 
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Estimated
Fair
Values
 
SECURITIES AVAILABLE-FOR-SALE
 
 
 
 
 
 
 
Federal agency securities
$
12,297

 
$
21

 
$
(651
)
 
$
11,667

Municipal bonds
13,347

 
111

 
(278
)
 
13,180

Corporate securities
4,005

 
2

 
(69
)
 
3,938

Mortgage-backed securities
27,952

 
66

 
(564
)
 
27,454

Total securities available-for-sale
$
57,601

 
$
200

 
$
(1,562
)
 
$
56,239

 




















 
 
9









 
FS BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 



NOTE 2 - SECURITIES AVAILABLE-FOR-SALE (Continued)

Investment securities that were in an unrealized loss position as of June 30, 2014 and December 31, 2013 are presented in the following tables, based on the length of time individual securities have been in an unrealized loss position. In the opinion of management, these securities are considered only temporarily impaired due to changes in market interest rates or the widening of market spreads subsequent to the initial purchase of the securities, and not due to concerns regarding the underlying credit of the issuers or the underlying collateral. 

 
June 30, 2014
 
Less than 12 Months
 
12 Months or Longer
 
Total
 
Fair Value
 
Unrealized
Losses
 
Fair Value
 
Unrealized
Losses
 
Fair Value
 
Unrealized
Losses
 
SECURITIES AVAILABLE-FOR-SALE
 
 
 
 
 
 
 
 
 
 
 
Federal agency securities
$

 
$

 
$
4,779

 
$
(216
)
 
$
4,779

 
$
(216
)
Municipal bonds
2,149

 
(3
)
 
3,534

 
(79
)
 
5,683

 
(82
)
Corporate securities
2,471

 
(31
)
 
491

 
(9
)
 
2,962

 
(40
)
Mortgage-backed securities

 

 
11,061

 
(160
)
 
11,061

 
(160
)
Total securities available-for-sale
$
4,620

 
$
(34
)
 
$
19,865

 
$
(464
)
 
$
24,485

 
$
(498
)
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2013
 
Less than 12 Months
 
12 Months or Longer
 
Total
 
Fair Value
 
Unrealized
Losses
 
Fair Value
 
Unrealized
Losses
 
Fair Value
 
Unrealized
Losses
 
SECURITIES AVAILABLE-FOR-SALE
 
 
 
 
 
 
 
 
 
 
 
Federal agency securities
$
4,772

 
$
(244
)
 
$
3,591

 
$
(407
)
 
$
8,363

 
$
(651
)
Municipal bonds
5,915

 
(206
)
 
1,210

 
(72
)
 
7,125

 
(278
)
Corporate securities
2,443

 
(59
)
 
490

 
(10
)
 
2,933

 
(69
)
Mortgage-backed securities
23,696

 
(564
)
 

 

 
23,696

 
(564
)
Total securities available-for-sale
$
36,826

 
$
(1,073
)
 
$
5,291

 
$
(489
)
 
$
42,117

 
$
(1,562
)
 
 
 
 
 
 
 
 
 
 
 
 

There were five investments with unrealized losses of less than one year as of June 30, 2014, and 19 investments with unrealized losses of more than one year. There were 31 investments with unrealized losses of less than one year as of December 31, 2013, and seven investments with unrealized losses of more than one year. The unrealized losses associated with these investments are believed to be caused by changing market conditions that are considered to be temporary and the Company has the intent and ability to hold these securities until recovery, and is not likely to be required to sell these securities. No other-than-temporary impairment was recorded for the six months ended June 30, 2014 or the year ended December 31, 2013.
 








 
 
10









 
FS BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 



NOTE 2 - SECURITIES AVAILABLE-FOR-SALE (Continued)

The contractual maturities of securities available-for-sale at June 30, 2014 were as follows:
 
June 30,
 
2014
 
Amortized
Cost
 
Fair
Value
Due in one year or less
$
1,760

 
$
1,765

Due after one year through five years
4,769

 
4,788

Due after five years through ten years
17,105

 
16,903

Due after ten years
34,757

 
34,907

Total
$
58,391

 
$
58,363

 
The proceeds and resulting gains, computed using specific identification, from sales of securities available-for-sale for the three and six months ended June 30, 2014 and 2013 were as follows:  
 
Three Months Ended
June 30, 2014
 
Six Months Ended
June 30, 2014
 
Proceeds
 
Gross Gains
 
Gross (Losses)
 
Proceeds
 
Gross Gains
 
Gross (Losses)
Securities available-for-sale
$
11,721

 
$
64

 
$
(54
)
 
$
11,721

 
$
64

 
$
(54
)
 
 
 
 
 
 
 
 
 
Three Months Ended
June 30, 2013
 
Six Months Ended
June 30, 2013
 
Proceeds
 
Gross Gains
 
Gross (Losses)
 
Proceeds
 
Gross Gains
 
Gross (Losses)
Securities available-for-sale
$
4,718

 
$
96

 
$

 
$
8,786

 
$
264

 
$

 
 
 
 
 
 
 
 
 
 
 
 


 
 
11









 
 
 
 
 
FS BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 


NOTE 3 – LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES

The composition of the loan portfolio at June 30, 2014 and December 31, 2013 was as follows:
 
June 30,
 
December 31,
 
2014
 
2013
REAL ESTATE LOANS
 
 
 
Commercial
$
39,832

 
$
32,970

Construction and development
40,736

 
41,633

Home equity
15,113

 
15,172

One-to-four-family (excludes held for sale loans)
32,039

 
20,809

Multi-family
11,448

 
4,682

Total real estate loans
139,168

 
115,266

CONSUMER LOANS
 
 
 
Indirect home improvement
93,905

 
91,167

Solar
17,026

 
16,838

Marine
14,518

 
11,203

Automobile
929

 
1,230

Recreational
490

 
553

Home improvement
410

 
463

Other
1,214

 
1,252

Total consumer loans
128,492

 
122,706

COMMERCIAL BUSINESS LOANS
64,584

 
49,244

Total loans
332,244

 
287,216

Allowance for loan losses
(5,548
)
 
(5,092
)
Deferred costs, fees, and discounts, net
(1,201
)
 
(1,043
)
Total loans receivable, net
$
325,495

 
$
281,081


The Company has defined its loan portfolio into three segments that reflect the structure of the lending function, the Company’s strategic plan and the manner in which management monitors performance and credit quality. The three loan portfolio segments are: (a) Real Estate Loans, (b) Consumer Loans and (c) Commercial Business Loans. Each of these segments is disaggregated into classes based on the risk characteristics of the borrower and/or the collateral type securing the loan. The following is a summary of each of the Company’s loan portfolio segments and classes:
 
Real Estate Loans
 
Commercial Lending. Loans originated by the Company primarily secured by income producing properties, including retail centers, warehouses and office buildings located in the Puget Sound market area.

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, primarily located in the Puget Sound market area.
 
Home Equity Lending. Loans originated by the Company secured by second mortgages on one-to-four-family residences, primarily located in the Puget Sound market area.


 
 
12









 
 
 
 
 
FS BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 


NOTE 3 - LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES (Continued)

One-to-Four-Family Real Estate Lending. Loans originated by the Company secured by first mortgages on one-to-four-family residences, primarily located in the Puget Sound market area. 

Multi-family Lending. Apartment term lending (more than four units) to current banking customers and community reinvestment loans for housing for low to moderate income individuals primarily located in the Puget Sound market area.

Consumer Lending
 
Indirect Home Improvement. Fixture secured loans are originated by the Company for home improvement 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, solar panels, and other home fixture installations in Washington, Oregon and California.
 
Marine, Automobile and Recreational. Loans originated by the Company secured by boats, automobiles and RVs to borrowers primarily located in the Puget Sound market area.
 
Other Consumer and Home Improvement Loans. Loans originated by the Company, including direct home improvement loans, loans on deposits and other consumer loans to borrowers located in the Puget Sound market area.
 
Commercial Business Loans
 
Commercial Business Lending. Commercial business loans originated by the Company to local small and mid-sized businesses located in the Puget Sound market area are secured primarily by accounts receivable, inventory or personal property, plant and equipment. Commercial business loans are made on the basis of the borrower’s ability to make repayment from the cash flow of the borrower’s business.
























 
 
13









 
 
 
 
 
FS BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 


NOTE 3 - LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES (Continued)

The following table details activity in the allowance for loan losses by loan categories:
 
At or For the Three Months Ended June 30, 2014
ALLOWANCE FOR LOAN LOSSES
Real Estate
 
Consumer
 
Commercial
Business
 
Unallocated
 
Total
Beginning balance
$
1,465

 
$
1,462

 
$
1,036

 
$
1,280

 
$
5,243

   Provision for loan losses
(76
)
 
503

 
662

 
(639
)
 
450

   Charge-offs
(3
)
 
(386
)
 

 

 
(389
)
   Recoveries
61

 
183

 

 

 
244

Net charge-offs
58

 
(203
)
 

 

 
(145
)
Ending balance
$
1,447

 
$
1,762

 
$
1,698

 
$
641

 
$
5,548

Period end amount allocated to:
 

 
 

 
 

 
 

 
 

Loans individually evaluated for impairment
$

 
$

 
$
4

 
$

 
$
4

Loans collectively evaluated for impairment
1,447

 
1,762

 
1,694

 
641

 
5,544

Ending balance
$
1,447

 
$
1,762

 
$
1,698

 
$
641

 
$
5,548

LOANS RECEIVABLE
 

 
 

 
 

 
 

 
 

Loans individually evaluated for impairment
$
627

 
$

 
$
45

 
$

 
$
672

Loans collectively evaluated for impairment
138,541

 
128,492

 
64,539

 

 
331,572

Ending balance
$
139,168

 
$
128,492

 
$
64,584

 
$

 
$
332,244

 
 
 
 
 
 
 
 
 
 
 
At or For the Six Months Ended June 30, 2014
ALLOWANCE FOR LOAN LOSSES
Real Estate
 
Consumer
 
Commercial
Business
 
Unallocated
 
Total
Beginning balance
$
1,963

 
$
1,512

 
$
800

 
$
817

 
$
5,092

   Provision for loan losses
(449
)
 
552

 
973

 
(176
)
 
900

   Charge-offs
(147
)
 
(637
)
 
(75
)
 

 
(859
)
   Recoveries
80

 
335

 

 

 
415

Net charge-offs
(67
)
 
(302
)
 
(75
)
 

 
(444
)
Ending balance
$
1,447

 
$
1,762

 
$
1,698

 
$
641

 
$
5,548

Period end amount allocated to:
 

 
 

 
 

 
 

 
 

Loans individually evaluated for impairment
$

 
$

 
$
4

 
$

 
$
4

Loans collectively evaluated for impairment
1,447

 
1,762

 
1,694

 
641

 
5,544

Ending balance
$
1,447

 
$
1,762

 
$
1,698

 
$
641

 
$
5,548

LOANS RECEIVABLE
 

 
 

 
 

 
 

 
 

Loans individually evaluated for impairment
$
627

 
$

 
$
45

 
$

 
$
672

Loans collectively evaluated for impairment
138,541

 
128,492

 
64,539

 

 
331,572

Ending balance
$
139,168

 
$
128,492

 
$
64,584

 
$

 
$
332,244

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
14









 
 
 
 
 
FS BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 

 
 
 
 
 
 
 
 
 
 
NOTE 3 - LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES (Continued)
 
 
 
 
 
 
 
 
 
 
 
At or For the Three Months Ended June 30, 2013
ALLOWANCE FOR LOAN LOSSES
Real Estate
 
Consumer
 
Commercial
Business
 
Unallocated
 
Total
Beginning balance
$
2,264

 
$
1,831

 
$
679

 
$
270

 
$
5,044

   Provision for loan losses
317

 
143

 
(55
)
 
195

 
600

   Charge-offs
(86
)
 
(460
)
 
(44
)
 

 
(590
)
   Recoveries

 
222

 

 

 
222

Net charge-offs
(86
)
 
(238
)
 
(44
)
 

 
(368
)
Ending balance
$
2,495

 
$
1,736

 
$
580

 
$
465

 
$
5,276

Period end amount allocated to:
 

 
 

 
 

 
 

 
 

Loans individually evaluated for impairment
$
233

 
$

 
$
6

 
$

 
$
239

Loans collectively evaluated for impairment
2,262

 
1,736

 
574

 
465

 
5,037

Ending balance
$
2,495

 
$
1,736

 
$
580

 
$
465

 
$
5,276

LOANS RECEIVABLE
 

 
 

 
 

 
 

 
 

Loans individually evaluated for impairment
$
4,198

 
$

 
$
152

 
$

 
$
4,350

Loans collectively evaluated for impairment
109,608

 
117,930

 
53,814

 

 
281,352

Ending balance
$
113,806

 
$
117,930

 
$
53,966

 
$

 
$
285,702


 
At or For the Six Months Ended June 30, 2013
ALLOWANCE FOR LOAN LOSSES
Real Estate
 
Consumer
 
Commercial
Business
 
Unallocated
 
Total
Beginning balance
$
1,690

 
$
2,158

 
$
815

 
$
35

 
$
4,698

   Provision for loan losses
971

 
(7
)
 
(194
)
 
430

 
1,200

   Charge-offs
(201
)
 
(859
)
 
(44
)
 

 
(1,104
)
   Recoveries
35

 
444

 
3

 

 
482

Net charge-offs
(166
)
 
(415
)
 
(41
)
 

 
(622
)
Ending balance
$
2,495

 
$
1,736

 
$
580

 
$
465

 
$
5,276

Period end amount allocated to:
 

 
 

 
 

 
 

 
 

Loans individually evaluated for impairment
$
233

 
$

 
$
6

 
$

 
$
239

Loans collectively evaluated for impairment
2,262

 
1,736

 
574

 
465

 
5,037

Ending balance
$
2,495

 
$
1,736

 
$
580

 
$
465

 
$
5,276

LOANS RECEIVABLE
 

 
 

 
 

 
 

 
 

Loans individually evaluated for impairment
$
4,198

 
$

 
$
152

 
$

 
$
4,350

Loans collectively evaluated for impairment
109,608

 
117,930

 
53,814

 

 
281,352

Ending balance
$
113,806

 
$
117,930

 
$
53,966

 
$

 
$
285,702

 
 
 
 
 
 
 
 
 
 




 
 
15









 
 
 
 
 
FS BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 


NOTE 3 - LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES (Continued)

Information pertaining to the aging analysis of past due loans is summarized as follows:
 
 
June 30, 2014
 
30-59 Days Past Due
 
60-89 Days Past Due
 
90 Days or More Past Due and Accruing
 
Total
Past Due
 
Non-Accrual
 
Current
 
Total Loans
Receivable
REAL ESTATE LOANS
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial
$

 
$

 
$

 
$

 
$

 
$
39,832

 
$
39,832

 Construction and development

 

 

 

 

 
40,736

 
40,736

Home equity
125

 
231

 

 
356

 

 
14,757

 
15,113

One-to-four-family

 

 

 

 
94

 
31,945

 
32,039

Multi-family

 

 

 

 

 
11,448

 
11,448

Total real estate loans
125

 
231

 

 
356

 
94

 
138,718

 
139,168

CONSUMER
 

 
 

 
 

 
 

 
 

 
 

 
 

Indirect home improvement
521

 
288

 

 
809

 
212

 
92,884

 
93,905

Solar

 

 

 

 
29

 
16,997

 
17,026

Marine

 

 

 

 

 
14,518

 
14,518

Automobile
5

 

 

 
5

 
6

 
918

 
929

Recreational
38

 

 

 
38

 

 
452

 
490

Home improvement

 
7

 

 
7

 

 
403

 
410

Other

 
7

 

 
7

 
4

 
1,203

 
1,214

Total consumer loans
564

 
302

 

 
866

 
251

 
127,375

 
128,492

COMMERCIAL
BUSINESS LOANS

 

 

 

 

 
64,584

 
64,584

Total
$
689

 
$
533

 
$

 
$
1,222

 
$
345

 
$
330,677

 
$
332,244

 
 
 
 
 
 
 
 
 
 
 
 
 
 






 
 
16









 
 
 
 
 
FS BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 


NOTE 3 - LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES (Continued)

 
December 31, 2013
 
30-59 Days Past Due
 
60-89 Days Past Due
 
90 Days or More Past Due and Accruing
 
Total
Past Due
 
Non-Accrual
 
Current
 
Total Loans
Receivable
REAL ESTATE LOANS
 
 
 
 
 
 
 
 
 
 
 
 
 
   Commercial
$

 
$

 
$

 

 
$
567

 
$
32,403

 
32,970

   Construction and development

 

 

 

 

 
41,633

 
41,633

   Home equity
63

 
146

 

 
209

 
172

 
14,791

 
15,172

   One-to-four-family

 

 

 

 
104

 
20,705

 
20,809

   Multi-family

 

 

 

 

 
4,682

 
4,682

      Total real estate loans
63

 
146

 

 
209

 
843

 
114,214

 
115,266

CONSUMER
 
 
 
 
 
 
 
 
 
 
 
 
 
   Indirect home improvement
533

 
218

 

 
751

 
258

 
90,158

 
91,167

   Solar

 

 

 

 

 
16,838

 
16,838

   Marine
33

 

 

 
33

 

 
11,170

 
11,203

   Automobile
34

 
13

 

 
47

 

 
1,183

 
1,230

   Recreational
39

 

 

 
39

 

 
514

 
553

   Home improvement
7

 

 

 
7

 

 
456

 
463

   Other
15

 
6

 

 
21

 

 
1,231

 
1,252

      Total consumer loans
661

 
237

 

 
898

 
258

 
121,550

 
122,706

COMMERCIAL
BUSINESS LOANS
54

 

 

 
54

 

 
49,190

 
49,244

      Total
$
778

 
$
383

 
$

 
$
1,161

 
$
1,101

 
$
284,954

 
$
287,216




 
 
17









 
 
 
 
 
FS BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 


NOTE 3 - LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES (Continued)

The following tables provide additional information about our impaired loans that have been segregated to reflect loans for which an allowance for credit losses has been provided and loans for which no allowance has been provided:
 
At or For the Six Months Ended June 30, 2014
 
Unpaid
Principal
Balance
 
Write-
downs
 
Recorded
Investment
 
Specific
Reserve
 
Adjusted
Recorded
Investment
 
YTD
Average
Recorded
Investment
 
YTD
Interest
Income
Recognized
WITH NO RELATED ALLOWANCE RECORDED
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial
$

 
$

 
$

 
$

 
$

 
$

 
$

Construction and
  development

 

 

 

 

 

 

Home equity

 

 

 

 

 

 

One-to-four-family
634

 
(7
)
 
627

 

 
627

 
634

 
17

Multi-family

 

 

 

 

 

 

Indirect home
  improvement

 

 

 

 

 

 

Marine

 

 

 

 

 

 

Automobile

 

 

 

 

 

 

Recreational

 

 

 

 

 

 

Home improvement

 

 

 

 

 

 

Other

 

 

 

 

 

 

 Commercial business
 loans

 

 

 

 

 

 

Subtotal loans
634

 
(7
)
 
627

 

 
627

 
634

 
17

WITH AN ALLOWANCE RECORDED
 

 
 

 
 

 
 

 
 

 
 

 
 

Commercial

 

 

 

 

 

 

Construction and
  development

 

 

 

 

 

 

Home equity

 

 

 

 

 

 

One-to-four-family


 


 

 

 

 


 


Multi-family

 

 

 

 

 

 

Indirect home
  improvement

 

 

 

 

 

 

Marine

 

 

 

 

 

 

Automobile

 

 

 

 

 

 

Recreational

 

 

 

 

 

 

Home improvement

 

 

 

 

 

 

Other

 

 

 

 

 

 

Commercial business
  loans
47

 
(2
)
 
45

 
(4
)
45

41

 
48

 
2

Subtotal loans
47

 
(2
)
 
45

 
(4
)
 
41

 
48

 
2

Total
$
681

 
$
(9
)

$
672


$
(4
)
 
$
668

 
$
682

 
$
19

 
 

 
 
18









 
 
 
 
 
FS BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 


NOTE 3 - LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES (Continued)



 
At or For the Year Ended December 31, 2013
 
Unpaid
Principal
Balance
 
Write-
downs
 
Recorded
Investment
 
Specific
Reserve
 
Adjusted
Recorded
Investment
 
YTD
Average
Recorded
Investment
 
YTD
Interest
Income
Recognized
WITH NO RELATED ALLOWANCE RECORDED
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial
$

 
$

 
$

 
$

 
$

 
$

 
$

Construction and development

 

 

 

 

 

 

Home equity
39

 

 
39

 

 
39

 
39

 
59

One-to-four-family
1,212

 
(169
)
 
1,043

 

 
1,043

 
1,041

 

Multi-family

 

 

 

 

 

 

Indirect home improvement

 

 

 

 

 

 

Marine

 

 

 

 

 

 

Automobile

 

 

 

 

 

 

Recreational

 

 

 

 

 

 

Home improvement

 

 

 

 

 

 

Other

 

 

 

 

 

 

 Commercial business
  loans

 

 

 

 

 

 

Subtotal loans
1,251

 
(169
)
 
1,082

 

 
1,082

 
1,080

 
59

WITH AN ALLOWANCE RECORDED
 

 
 

 
 

 
 

 
 

 
 

 
 

Commercial
731

 
(164
)
 
567

 
(85
)
 
482

 
622

 
15

Construction and development

 

 

 

 

 

 

Home equity

 

 

 

 

 

 

One-to-four-family

 

 

 

 

 

 

Multi-family

 

 

 

 

 

 

Indirect home improvement

 

 

 

 

 

 

Marine

 

 

 

 

 

 

Automobile

 

 

 

 

 

 

Recreational

 

 

 

 

 

 

Home improvement

 

 

 

 

 

 

Other

 

 

 

 

 

 

Commercial business
  loans
56

 
(2
)
 
54

 
(6
)
 
48

 
59

 

Subtotal loans
787

 
(166
)
 
621

 
(91
)
 
530

 
681

 
15

Total
$
2,038

 
$
(335
)
 
$
1,703

 
$
(91
)
 
$
1,612

 
$
1,761

 
$
74


The average recorded investment in impaired loans was $677,000 and $528,000 for the three months ended June 30, 2014 and 2013, respectively, and $682,000 and $4.3 million for the six months ended June 30, 2014 and 2013, respectively.  For the three and six months ended June 30, 2014, the Company recognized interest income on impaired loans of $9,000 and $19,000, respectively, compared to $54,000 and $80,000, respectively, for same periods a year ago.


 
 
19









 
 
 
 
 
FS BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 



NOTE 3 - LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES (Continued)

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 market.
 
The Company utilizes a risk grading matrix to assign a risk grade to its real estate and commercial business loans. Loans are graded on a scale of 1 to 10, with loans in risk grades 1 to 6 considered “Pass” and loans in risk grades 7 to 10 are reported as classified loans in the Company's allowance for loan loss analysis.
 
A description of the 10 risk grades is as follows:
 
Grades 1 and 2 – These grades include loans to very high quality borrowers with excellent or desirable business credit and are typically secured by cash and/or marketable securities.
Grade 3 – This grade includes loans to borrowers of good business credit with moderate risk.
Grades 4 and 5 – These grades include “Pass” grade loans to borrowers of average credit quality and risk.
Grade 6 – This grade includes loans on management’s “Watch” list and is intended to be utilized on a temporary basis for “Pass” grade borrowers where frequent and thorough monitoring is required due to credit weaknesses and where significant risk-modifying action is anticipated in the near term.
Grade 7 – This grade is for “Other Assets Especially Mentioned" (OAEM) in accordance with regulatory guidelines and includes borrowers where performance is poor or significantly less than expected.
Grade 8 – This grade includes “Substandard” loans in accordance with regulatory guidelines which represent an unacceptable business credit where a loss is possible if loan weakness is not corrected.
Grade 9 – This grade includes “Doubtful” loans in accordance with regulatory guidelines where a loss is highly probable.
Grade 10 – This grade includes “Loss” loans in accordance with regulatory guidelines for which total loss is expected and when identified are charged off.

 
Consumer, Home Equity and One-to-Four-Family Real Estate Loans
 
Homogeneous loans are risk rated based upon the FDIC'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, recreational, automobile, direct home improvement and other, and one-to-four-family first and second liens. Under the Uniform Retail Credit Classification Policy, loans that are current or less than 90 days past due are graded “Pass” and risk graded "4" internally. Loans that are past due more than 90 days are classified “Substandard” and risk graded "8" internally. At 120 days past due, homogeneous loans are charged off based on the value of the collateral less cost to sell.

 

 

 
 
20









 
 
 
 
 
FS BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 


NOTE 3 - LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES (Continued)

The following tables summarize risk rated loan balances by category:
 
June 30, 2014
 
Pass (1 - 5)
 
Watch (6)
 
Special
Mention (7)
 
Substandard (8)
 
Doubtful(9)
 
Loss (10)
 
Total
REAL ESTATE LOANS
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial
$
38,400

 
$
549

 
$
883

 
$

 
$

 
$

 
$
39,832

 Construction and development
40,736

 

 

 

 

 

 
40,736

Home equity
15,113

 

 

 

 

 

 
15,113

One-to-four-family
31,412

 

 

 
627

 

 

 
32,039

Multi-family
11,448

 

 

 

 

 

 
11,448

Total real estate loans
137,109

 
549

 
883

 
627

 

 

 
139,168

CONSUMER
 

 
 

 
 

 
 

 
 

 
 

 
 

Indirect home improvement
93,664

 

 

 
241

 

 

 
93,905

Solar
17,026

 

 

 

 

 

 
17,026

Marine
14,518

 

 

 

 

 

 
14,518

Automobile
923

 

 

 
6

 

 

 
929

Recreational
490

 

 

 

 

 

 
490

Home improvement
410

 

 

 

 

 

 
410

Other
1,210

 

 

 
4

 

 

 
1,214

Total consumer loans
128,241

 

 

 
251

 

 

 
128,492

COMMERCIAL BUSINESS LOANS
43,843

 
9,701

 
10,995

 
45

 

 

 
64,584

Total
$
309,193

 
$
10,250

 
$
11,878

 
$
923

 
$

 
$

 
$
332,244

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2013
 
Pass (1 - 5)
 
Watch (6)
 
Special
Mention (7)
 
Substandard (8)
 
Doubtful(9)
 
Loss (10)
 
Total
REAL ESTATE LOANS
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial
$
31,500

 
$
903

 
$

 
$
567

 
$

 
$

 
$
32,970

 Construction and development
41,633

 

 

 

 

 

 
41,633

Home equity
15,000

 

 

 
172

 

 

 
15,172

One-to-four-family
19,766

 

 

 
1,043

 

 

 
20,809

Multi-family
4,682

 

 

 

 

 

 
4,682

Total real estate loans
112,581

 
903

 

 
1,782

 

 

 
115,266

CONSUMER
 

 
 

 
 

 
 

 
 

 
 

 
 

Indirect home improvement
90,909

 

 

 
258

 

 

 
91,167

Solar
16,838

 

 

 

 

 

 
16,838

Marine
11,203

 

 

 

 

 

 
11,203

Automobile
1,230

 

 

 

 

 

 
1,230

Recreational
553

 

 

 

 

 

 
553

Home improvement
463

 

 

 

 

 

 
463

Other
1,252

 

 

 

 

 

 
1,252

Total consumer loans
122,448

 

 

 
258

 

 

 
122,706

COMMERCIAL BUSINESS LOANS
38,492

 
10,698

 

 
54

 

 

 
49,244

Total
$
273,521

 
$
11,601

 
$

 
$
2,094

 
$

 
$

 
$
287,216


 
 
21









 
 
 
 
 
FS BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 


NOTE 3 - LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES (Continued)

Troubled Debt Restructured Loans
 
Troubled debt restructured (“TDR”) loans are loans for which the Company, for economic or legal reasons related to the borrower’s financial condition, has granted a significant concession to the borrower that it would otherwise not consider. The loan terms which have been modified or restructured due to a borrower’s financial difficulty include but are not limited to: a reduction in the stated interest rate; an extension of the maturity at an interest rate below current market; a reduction in the face amount of the debt; a reduction in the accrued interest; or re-aging, extensions, deferrals and renewals. TDR loans are considered impaired loans and are individually evaluated for impairment. TDR loans can be classified as either accrual or non-accrual. TDR loans are classified as non-performing loans unless they have been performing in accordance with their modified terms for a period of at least six months in which case they are placed on accrual status. At June 30, 2014, the Company had four TDR loans still on accrual. The Company had two TDR's included in impaired loans at June 30, 2014, and four TDR's at December 31, 2013. In addition, at June 30, 2014 and December 31, 2013, the Company had no TDR loans on non-accrual. The Company had no commitments to lend additional funds on these restructured loans.
 
A summary of TDR loans at the dates indicated is as follows:
 
June 30,
 
December 31,
 
2014
 
2013
TDR loans still on accrual
$
799

 
$
815

TDR loans on non-accrual

 

 Total TDR loans
$
799

 
$
815

 
The following tables present loans that became TDRs during the following periods:
 
At or For the Three Months Ended June 30,
 
2014
 
2013
 
Number of
Contracts
 
Recorded
Investment
 
Increase in
Allowance
 
Charge-offs
to the
Allowance
 
Number of
Contracts
 
Recorded
Investment
 
Increase in
Allowance
 
Charge-offs
to the
Allowance
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial business

 
$

 
$

 
$

 

 
$

 
$

 
$

          Total

 
$

 
$

 
$

 

 
$

 
$

 
$


 
At or For the Six Months Ended June 30,
 
2014
 
2013
 
Number of
Contracts
 
Recorded
Investment
 
Increase in
Allowance
 
Charge-offs
to the
Allowance
 
Number of
Contracts
 
Recorded
Investment
 
Increase in
Allowance
 
Charge-offs
to the
Allowance
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial business

 
$

 
$

 
$

 
1

 
$
35

 
$

 
$
35

            Total

 
$

 
$

 
$

 
1

 
$
35

 
$

 
$
35

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


 
 
22









 
 
 
 
 
FS BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
 


NOTE 3 - LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES (Continued)

There were no TDRs recorded in the twelve months prior to June 30, 2014 and 2013, that subsequently defaulted in the six months ended June 30, 2014 and 2013.

The recorded investments in the tables above are period end balances that are inclusive of all partial pay-downs and charge-offs since the modification date. Loans modified in a TDR that were fully paid down, charged off, or foreclosed upon by the period end are not included.

The TDR in the table above was the result of interest rate modifications and extended payment terms. The Company has not forgiven any principal on the above loan.

NOTE 4 – SERVICING RIGHTS
 
Loans serviced for others are not included on the consolidated balance sheets. The unpaid principal balances of mortgage, commercial, and consumer loans serviced for others were $276.5 million and $243.0 million at June 30, 2014 and December 31, 2013, respectively. The fair market value of the servicing rights’ asset was $3.1 million and $3.0 million at June 30, 2014 and December 31, 2013, respectively.
 
The following tables summarize servicing rights activity for the three and six months ended June 30, 2014 and 2013:
 
 
At or For the Three Months Ended
June 30,
 
2014
 
2013
 
Beginning balance
$
2,134

 
$
1,404

Additions
313

 
494

Mortgage, commercial, and consumer servicing rights amortized
(112
)
 
(91
)
(Impairment) recovery on servicing rights
1

 
(22
)
Ending balance
$
2,336

 
$
1,785

 
 
 
 
 
At or For the Six Months Ended
June 30,
 
2014
 
2013
 
Beginning balance
$
2,093

 
$
1,064

Additions
489

 
790

Mortgage, commercial, and consumer servicing rights amortized
(247
)
 
(169
)
Recovery of loss on servicing rights
1

 
100

Ending balance
$
2,336

 
$
1,785










 
 
23









 
FS BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 



NOTE 4 – SERVICING RIGHTS (Continued)

Fair value adjustments to mortgage, commercial and consumer servicing rights were mainly due to market based assumptions associated with discounted cash flows, loan prepayment speeds, and changes in interest rates. Valuation assumptions used in determining the fair value of servicing rights at the dates indicated are as follows:

 
 
At June 30,
 
 
2014
 
2013
Key assumptions
 
 
 
 
Weighted average discount rate
 
8.5
%
 
7.5
%
Weighted average life in years
 
7.3

 
5.9

Projected prepayment speed in months
 
163

 
226


The Company recorded $172,000 and $127,000 of contractually specified servicing fees, late fees, and other ancillary fees resulting from servicing of mortgage, commercial and consumer loans for the three months ended June 30, 2014 and 2013, respectively, and $334,000 and $220,000 for the six months ended June 30, 2014 and 2013, respectively, which is reported in noninterest income.


NOTE 5 - DERIVATIVES

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

The following tables summarize the Company's derivative instruments as of the dates indicated:
 
 
June 30, 2014
 
 
 
 
Fair Value
 
 
Notional
 
Asset
 
Liability
Fallout adjusted interest rate lock commitments with customers
 
$
21,510

 
$
651

 
$

Mandatory and best effort forward commitments with investors
 
10,437

 

 
61

Forward TBA mortgage-backed securities
 
26,500

 

 
182

TBA mortgage-backed securities forward sales paired off with investors
 
19,250

 

 
241


 
 
December 31, 2013
 
 
 
 
Fair Value
 
 
Notional
 
Asset
 
Liability
Fallout adjusted interest rate lock commitments with customers
 
$
8,467

 
$
166

 
$

Mandatory and best effort forward commitments with investors
 
4,527

 
45

 

Forward TBA mortgage-backed securities
 
13,750

 
106

 

TBA mortgage-backed securities forward sales paired off with investors
 
4,000

 
44

 


 
 
24









 
FS BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 



NOTE 5 - DERIVATIVES (Continued)

The income on derivatives from fair value changes recognized in other noninterest income on the consolidated statements of income, included in gain on sale of loans was $110,000 and $772,000 for the three months ended June 30, 2014 and 2013, respectively, and $322,000 and $1.1 million for the six months ended June 30, 2014 and 2013, respectively.


NOTE 6 – OTHER REAL ESTATE OWNED
 
The following table presents the activity related to OREO for the three and six months ended June 30, 2014 and 2013:
 
 
At or For the Three Months Ended June 30,
 
At or For the Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
Beginning balance
$
535

 
$
1,956

 
$
2,075

 
$
2,127

Additions

 
36

 
445

 
36

Fair value impairments

 
(117
)
 
(40
)
 
(195
)
Disposition of assets
(499
)
 
(70
)
 
(2,444
)
 
(163
)
Ending balance
$
36

 
$
1,805

 
$
36

 
$
1,805

 
At June 30, 2014, OREO consisted of one property located in Washington with a balance of $36,000. For the three months ended June 30, 2014 and 2013, the Company recorded a $1,000 net gain, and no gain or loss on disposals of OREO, respectively. For the six months ended June 30, 2014 and 2013, the Company recorded a $10,000 net gain and no net gain or (loss), respectively, on disposals of OREO. Holding costs or (recovery) associated with OREO were $(29,000) and $16,000, for the three months ended June 30, 2014 and 2013, respectively, and $3,000 and $38,000, for the six months ended June 30, 2014 and 2013, respectively.

NOTE 7 – DEPOSITS

Deposits are summarized as follows as of June 30, 2014 and December 31, 2013: 
 
June 30,
 
December 31,
 
2014
 
2013
Noninterest-bearing checking(1)
$
47,685

 
$
45,783

Interest-bearing checking
27,654

 
26,725

Savings
17,289

 
15,345

Money market
116,600

 
119,162

Certificates of deposits of less than $100,000(2)
48,220

 
46,237

Certificates of deposits of $100,000 through $250,000
60,749

 
52,264

Certificates of deposits of more than $250,000
33,447

 
31,360

Total
$
351,644

 
$
336,876

(1) Includes $1.9 million and $1.5 million in escrow balances at June 30, 2014 and December 31, 2013, respectively.
(2) Includes $19.6 million and $16.9 million of brokered deposits at June 30, 2014 and December 31, 2013, respectively. 



 
 
25









 
 
 
 
 
FS BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 
 
 


NOTE 7 – DEPOSITS (Continued)

Scheduled maturities of time deposits for future periods ending were as follows:
 
 
 As of June 30,
 
 
2014
2014
 
$
33,237

2015
 
48,184

2016
 
41,002

2017
 
10,453

2018
 
5,580

Thereafter
 
3,960

Total
 
$
142,416


The Bank pledged two securities held at the Federal Home Loan Bank ("FHLB") of Seattle with a fair value of $1.3 million to secure Washington State public deposits of $250,000 with a collateral requirement of $29,000, at June 30, 2014.
Federal Reserve regulations require that the Bank maintain reserves in the form of cash on hand and deposit balances with the FRB, based on a percentage of deposits. The amounts of such balances at June 30, 2014 and December 31, 2013 were $1.7 million and $1.6 million, respectively, and were in compliance with FRB regulations.
Interest expense by deposit category for the three and six months ended June 30, 2014 and 2013 was as follows:
 
For Three Months Ended June 30,
 
For Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
 
Interest-bearing checking
$
7

 
$
8

 
$
16

 
$
16

Savings and money market
130

 
124

 
248

 
258

Certificates of deposit
457

 
332

 
880

 
662

Total
$
594

 
$
464

 
$
1,144

 
$
936

 

NOTE 8 – INCOME TAXES
 
The Company recorded a provision for income taxes of $931,000 and $1.2 million during the six months ended June 30, 2014 and June 30, 2013, respectively.
The Company files a consolidated U.S. Federal income tax return, which is subject to examinations by tax authorities for years 2010 and later. At June 30, 2014, the Company had no uncertain tax positions. The Company recognizes interest and penalties in tax expense and at June 30, 2014, the Company had recognized no interest and penalties.

NOTE 9 – COMMITMENTS AND CONTINGENCIES

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




 
 
26









 
 
 
FS BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 9 – COMMITMENTS AND CONTINGENCIES (Continued)

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.
 
A summary of the Company’s commitments at June 30, 2014 and December 31, 2013 were as follows:
 
 
June 30,
 
December 31,
 
2014
 
2013
COMMITMENTS TO EXTEND CREDIT
 
 
 
REAL ESTATE LOANS
 
 
 
Construction and development
$
26,632

 
$
25,164

One-to-four-family
39,912

 
18,277

Home equity
13,984

 
12,452

Commercial/Multi-family
504

 
518

Total real estate loans
81,032

 
56,411

CONSUMER LOANS
 

 
 

Indirect home improvement

 

Other
6,024

 
6,162

Total consumer loans
6,024

 
6,162

COMMERCIAL BUSINESS LOANS
49,479

 
52,344

Total commitments to extend credit
$
136,535

 
$
114,917

 
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon 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 commercial, multi-family, and residential real estate.

Unfunded commitments under commercial lines-of-credit, revolving credit lines and overdraft protection agreements are commitments for possible future extensions of credit to existing customers. These lines-of-credit are uncollateralized and usually do not contain a specified maturity date and ultimately may not be drawn upon to the total extent to which the Company is committed. The Company has established reserves for estimated losses from unfunded commitments of $115,000 and $58,000 as of June 30, 2014 and December 31, 2013, respectively. One-to-four-family commitments listed above are accounted for as fair value derivatives and do not carry an associated loss reserve.

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

The Company has entered into change of control agreements (the “Agreements”) with its Chief Financial Officer and the Chief Operating Officer. The Agreements, subject to certain requirements, generally remain in effect until canceled by either party upon at least 24 months prior written notice. Under the Agreements the executive generally will be entitled to a change of control payment from the Company if they are involuntarily terminated within six months preceding or 12 months after a change in control (as defined in the Agreements). In such an event, the executives would


 
 
27









 
 
 
FS BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 9 – COMMITMENTS AND CONTINGENCIES (Continued)

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 Agreements.
 
Because of the nature of our activities, the Company is subject to various pending and threatened legal actions, which arise in the ordinary course of business. From time to time, subordination liens may create litigation which requires us to defend our lien rights. In the opinion of management, liabilities arising from these claims, if any, will not have a material effect on our financial position.
In the ordinary course of business, the Company sells loans without recourse that 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 payment defaults, breach of representation or warranty, and 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 $258,000 and $217,000 reserve to cover loss exposure related to these guarantees for one-to-four-family loans sold into the secondary market at June 30, 2014 and December 31, 2013, respectively.
In December 2013, the Company sold a portion of the consumer loan portfolio with an unpaid principal balance of approximately $9.3 million and recognized a gain of $166,000. Under the terms of this sale, the Company had recourse for loans that defaulted before June 14, 2014 and had recorded a reserve of $35,000 for potential defaults. As of June 30, 2014, the Company had satisfied its obligation under the purchase agreement without utilizing any of the recourse reserve and accordingly, the full reserve was reversed in the second quarter of 2014 and included in operations within noninterest expense.

NOTE 10 – SIGNIFICANT CONCENTRATION OF CREDIT RISK
 
Most of the Company’s business activity is primarily with customers located in the greater Puget Sound area. The Company originates real estate and consumer loans and has concentrations in these areas. Generally loans are secured by deposit accounts, personal property, or real estate. Rights to collateral vary and are legally documented to the extent practicable. Local economic conditions may affect borrowers’ ability to meet the stated repayment terms.


NOTE 11 – REGULATORY CAPITAL

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

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

As of June 30, 2014 and December 31, 2013, the Bank was categorized as "well capitalized" under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum total

 
 
28










 
FS BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 


NOTE 11 – REGULATORY CAPITAL (Continued)

risk-based, Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the table below. There are no conditions or events since that notification that management believes have changed the Bank’s category.
 
The Bank’s capital amounts and ratios at June 30, 2014 and December 31, 2013 are also presented in the table.
 
 
 
 
 
 
 
 
 
 
To be Well Capitalized
Under Prompt Corrective
Action Provisions
 
 
 
 
 
For Capital
Adequacy Purposes
 
 
Actual
 
 
 
Amount
 
Ratio
 
Amount
 
Ratio
 
Amount
 
Ratio
As of June 30, 2014
 
 
 
 
 
 
 
 
 
 
 
Total risk-based capital
 
 
 
 
 
 
 
 
 
 
 
(to risk-weighted assets)
$
57,604

 
15.97
%
 
$
28,849

 
8.00
%
 
$
36,062

 
10.00
%
Tier 1 risk-based capital
 
 
 
 
 
 
 

 
 
 
 

(to risk-weighted assets)
$
53,079

 
14.72
%
 
$
14,425

 
4.00
%
 
$
21,637

 
6.00
%
Tier 1 leverage capital
 
 
 
 
 
 
 

 
 
 
 

(to average assets)
$
53,079

 
12.31
%
 
$
17,248

 
4.00
%
 
$
21,560

 
5.00
%
 
 
 
 
 
 
 
 
 
 
 
 
As of December 31, 2013
 
 
 
 
 
 
 
 
 
 
 
Total risk-based capital
 
 
 
 
 
 
 
 
 
 
 
(to risk-weighted assets)
$
55,141

 
16.64
%
 
$
26,512

 
8.00
%
 
$
33,140

 
10.00
%
Tier 1 risk-based capital
 

 
 

 
 

 
 

 
 

 
 

(to risk-weighted assets)
$
50,985

 
15.38
%
 
$
13,256

 
4.00
%
 
$
19,884

 
6.00
%
Tier 1 leverage capital
 

 
 

 
 

 
 

 
 

 
 

(to average assets)
$
50,985

 
12.61
%
 
$
16,177

 
4.00
%
 
$
20,221

 
5.00
%
 
Regulatory capital levels reported above differ from the Company's total equity, computed in accordance with U.S. GAAP.
 
 
Company
 
Bank
 
June 30,
 
December 31,
 
June 30,
 
December 31,
 
2014
 
2013
 
2014
 
2013
Equity
$
62,784

 
$
62,313

 
$
53,061

 
$
50,297

Unrealized loss on securities available-for-sale
18

 
898

 
18

 
898

Disallowed deferred tax assets

 

 

 

Disallowed servicing assets

 
(210
)
 

 
(210
)
Total Tier 1 capital
62,802

 
63,001

 
53,079

 
50,985

Allowance for loan and lease losses for
 regulatory capital purposes
4,525

 
4,156

 
4,525

 
4,156

Total risk-based capital
$
67,327

 
$
67,157

 
$
57,604

 
$
55,141




 
 
29










 
FS BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 


NOTE 11 – REGULATORY CAPITAL (Continued)

For a bank holding company with less than $500 million in assets, the capital guidelines apply on a bank only basis and the Federal Reserve expects the holding company's subsidiary banks to be well capitalized under the prompt corrective action regulations. If the Company were subject to regulatory guidelines for bank holding companies with $500 million or more in assets, at June 30, 2014, the Company would have exceeded all regulatory capital requirements. The regulatory capital ratios calculated for the Company as of June 30, 2014 were 14.6% for Tier 1 leverage-based capital, 17.4% for Tier 1 risk-based capital and 18.7% for total risk-based capital.


NOTE 12 – FAIR VALUE OF FINANCIAL INSTRUMENTS
 
Accounting guidance regarding fair value measurements defines fair value and establishes a framework for measuring fair value in accordance with U.S. GAAP. Fair value is the exchange price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. The following definitions describe the levels of inputs that may be used to measure fair value:
 
Level 1 – Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
 
Level 2 – Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. 
 
Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Determination of Fair Market Values:

Securities - Securities available-for-sale are recorded at fair value 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. All models and processes used take into account market convention (Level 1 and 2).

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

Impaired Loans – Fair value adjustments to impaired collateral dependent loans are recorded to reflect partial write-downs based on the current appraised value of the collateral or internally developed models, which contain management’s assumptions (Level 3).
 
Other Real Estate Owned – Fair value adjustments to OREO are recorded at the lower of carrying amount of the loan or fair value less selling costs. Any write-downs based on the asset’s fair value at the date of acquisition are charged to the allowance for loan losses. After foreclosure, management periodically performs valuations such that the real estate is carried at the lower of its new cost basis or fair value, net of estimated costs to sell (Level 3).
 


 
 
30









 
 
 
FS BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 



NOTE 12 – FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

The following tables present securities available-for-sale measured at fair value on a recurring basis:
 
Securities Available-for-Sale
 
Level 1
 
Level 2
 
Level 3
 
Total
 
As of June 30, 2014
 
 
 
 
 
 
 
Federal agency securities
$

 
$
6,547

 
$

 
$
6,547

Municipal bonds

 
16,233

 

 
16,233

Corporate securities

 
4,959

 

 
4,959

Mortgage-backed securities

 
30,624

 

 
30,624

Total
$

 
$
58,363

 
$

 
$
58,363


 
Securities Available-for-Sale
 
Level 1
 
Level 2
 
Level 3
 
Total
 
As of December 31, 2013
 
 
 
 
 
 
 
Federal agency securities
$

 
$
11,667

 
$

 
$
11,667

Municipal bonds

 
13,180

 

 
13,180

Corporate securities
997

 
2,941

 

 
3,938

Mortgage-backed securities

 
27,454

 

 
27,454

Total
$
997

 
$
55,242

 
$

 
$
56,239


The following tables present the fair value of interest rate lock commitments with customers, forward sale commitments with investors and paired off commitments with investors measured at their fair value on a recurring basis at June 30, 2014 and December 31, 2013.

 
Interest Rate Lock Commitments with Customers
 
Level 1
 
Level 2
 
Level 3
 
Total
June 30, 2014
$

 
$

 
$
651

 
$
651

December 31, 2013
$

 
$

 
$
166

 
$
166


 
Forward Sale Commitments with Investors
 
Level 1
 
Level 2
 
Level 3
 
Total
June 30, 2014
$

 
$
(182
)
 
$
(61
)
 
$
(243
)
December 31, 2013
$

 
$
106

 
$
45

 
$
151




 
 
31









 
 
 
FS BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 



NOTE 12 – FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

 
Paired Off Commitments with Investors
 
Level 1
 
Level 2
 
Level 3
 
Total
June 30, 2014
$

 
$
(241
)
 
$

 
$
(241
)
December 31, 2013
$

 
$
44

 
$

 
$
44


The following table presents the impaired loans measured at fair value on a nonrecurring basis:
    
 
Impaired Loans
 
Level 1
 
Level 2
 
Level 3
 
Total
June 30, 2014
$

 
$

 
$
672

 
$
672

December 31, 2013
$

 
$

 
$
1,703

 
$
1,703


The following table presents OREO measured at fair value on a nonrecurring basis:
 
 
OREO
 
Level 1
 
Level 2
 
Level 3
 
Total
June 30, 2014
$

 
$

 
$
36

 
$
36

December 31, 2013
$

 
$

 
$
2,075

 
$
2,075


Quantitative Information about Level 3 Fair Value Measurements – The fair value of financial instruments measured under a Level 3 unobservable input on a recurring and nonrecurring basis at June 30, 2014 is shown in the following table.

Level 3 Fair Value Instrument
Valuation Technique
Significant Unobservable Inputs
Range
(Weighted Average)
Weighted Average Rate
 
 
 
 
 
RECURRING
 
 
 
 
Interest rate lock commitments with customers
Quoted market prices
Pull-through expectations
80% - 99.99%
88.90%
Forward sale commitments with investors
Quoted market prices
Pull-through expectations
80% - 99.99%
88.90%
 
 
NONRECURRING
 
 
 
 
Impaired loans
Fair value of underlying collateral
Discount applied to the obtained appraisal
0.00% - 10.00%
0.70%
OREO
Fair value of collateral
Discount applied to the obtained appraisal
41.50%




 
 
32









 
 
 
FS BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 



NOTE 12 – FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

Fair Values of Financial Instruments – The following methods and assumptions were used by the Company in estimating the fair values of financial instruments disclosed in these financial statements: 

Cash, and Due from Banks and Interest-Bearing Deposits at Other Financial Institutions – The carrying amounts of cash and short-term instruments approximate their fair value (Level 1).

Loans Held for Sale - The fair value of loans held for sale reflects the value of commitments with investors (Level 2).

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

Accrued Interest – The carrying amounts of accrued interest approximate their fair value (Level 2).

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

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

Deposits – The fair value of deposits with no stated maturity date is included at the amount payable on demand. Fair values for fixed rate certificates of deposit are estimated using a discounted cash flow calculation on interest rates currently offered on similar certificates (Level 2).
 
Borrowings – The carrying amounts of advances maturing within 90 days approximate their fair values. The fair values of long-term advances are estimated using discounted cash flow analyses based on the Bank’s current incremental borrowing rates for similar types of borrowing arrangements (Level 2).

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














 
 
33









 
 
 
FS BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 



NOTE 12 – FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

The estimated fair values of the Company’s financial instruments were as follows:
 
June 30,
 
December 31,
 
2014
 
2013
 
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
Financial Assets
 
 
 
 
 
 
 
Level 1 inputs:
 
 
 
 
 
 
 
Cash, due from banks, and interest-bearing deposits at other
   financial institutions
$
9,155

 
$
9,155

 
$
41,085

 
$
41,085

Securities available-for-sale

 

 
997

 
997

Level 2 inputs:
 
 
 
 
 
 
 
Securities available-for-sale
58,363

 
58,363

 
55,242

 
55,242

Loans held for sale
15,975

 
15,975

 
11,185

 
11,185

FHLB stock
1,670

 
1,670

 
1,702

 
1,702

Accrued interest receivable
1,366

 
1,366

 
1,261

 
1,261

  Forward sale commitments with investors

 

 
106

 
106

  Paired off commitments with investors

 

 
44

 
44

Level 3 inputs:
 
 
 
 
 
 
 
Loans receivable, net
325,495

 
358,737

 
281,081

 
310,641

Servicing rights
2,336

 
3,116

 
2,093

 
2,961

  Fair value interest rate locks with customers
651

 
651

 
166

 
166

  Forward sale commitments with investors

 

 
45

 
45

Financial Liabilities
 
 
 
 
 

 
 

Level 2 inputs:
 
 
 
 
 
 
 
Deposits
351,644

 
364,240

 
336,876

 
351,408

Borrowings
17,552

 
17,549

 
16,664

 
16,553

 Accrued interest payable
25

 
25

 
22

 
22

  Forward sale commitments with investors
182

 
182

 

 

  Paired off commitments with investors
241

 
241

 

 

Level 3 inputs:
 
 
 
 
 
 
 
  Forward sale commitments with investors
61

 
61

 

 

 

NOTE 13 - EMPLOYEE BENEFITS

Employee Stock Ownership Plan

On January 1, 2012, the Company established an ESOP for eligible employees of the Company and the Bank. Employees of the Company and the Bank who have been credited with at least 1,000 hours of service during a 12-month period are eligible to participate in the ESOP.  

The ESOP borrowed $2.6 million from FS Bancorp, Inc. and used those funds to acquire 259,210 shares of FS Bancorp, Inc. common stock in the open market at an average price of $10.17 per share. It is anticipated that the Bank will make
contributions to the ESOP in amounts necessary to amortize the ESOP loan payable to FS Bancorp, Inc. over a period of 10 years, bearing interest at 2.30%.




 
 
34









 
 
 
FS BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 13 - EMPLOYEE BENEFITS (Continued)

Shares purchased by the ESOP with the loan proceeds are held in a suspense account and allocated to ESOP participants on a pro rata basis as principal and interest payments are made by the ESOP to FS Bancorp, Inc. The loan is secured by shares purchased with the loan proceeds and will be repaid by the ESOP with funds from the Bank's discretionary
contributions to the ESOP and earnings on the ESOP assets. Payments of principal and interest are due annually on December 31, the Company's fiscal year end. On December 31, 2013, the ESOP paid the second annual installment of principal in the amount of $240,000, plus accrued interest of $55,000 pursuant to the ESOP loan. No payment of principal or interest was made during the six months ended June 30, 2014.

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

Compensation expense related to the ESOP for the six months ended June 30, 2014 and June 30, 2013 was $219,000 and $217,000, respectively.

Shares held by the ESOP as of June 30, 2014 were as follows:
 
Balances
Allocated shares
51,842

Committed to be released shares
12,960

Unallocated shares
194,408

Total ESOP shares
259,210

 
 
Fair value of unallocated shares (in thousands)
$
3,284


NOTE 14 - EARNINGS PER SHARE
Basic earnings per share are computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity.










 
 
35









 
 
 
FS BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 14 - EARNINGS PER SHARE (Continued)
The following table presents a reconciliation of the components used to compute basic and diluted earnings per share for the three and six months ended June 30, 2014 and 2013.
 
At or For the Three Months Ended
 
At or For the Six Months Ended
 
June 30,
 
June 30,
 
2014
 
2013
 
2014
 
2013
 
 
 
 
 
 
 
 
Numerator:
 
 
 
 
 
 
 
Net Income (in thousands)
$
986

 
$
1,086

 
$
1,861

 
$
2,321

 
 
 
 
 
 
 
 
Denominator:
 
 
 
 
 
 
 
Basic weighted average common shares outstanding
3,002,515

 
3,019,797

 
3,024,116

 
3,019,797

 
 
 
 
 
 
 
 
Dilutive restricted stock grants
2,233

 

 
1,123

 

Diluted weighted average common shares outstanding
3,004,748

 
3,019,797

 
3,025,239

 
3,019,797

Basic earnings per share
$
0.33

 
$
0.36

 
$
0.62

 
$
0.77

 
 
 
 
 
 
 
 
Diluted earnings per share
$
0.33

 
$
0.36

 
$
0.62

 
$
0.77

Potentially dilutive weighted average share options that were not included in the computation of diluted EPS because to do so would be anti-dilutive
23,572

 

 
11,852

 


Potential dilutive shares are excluded from the computation of earnings per share if their effect is anti-dilutive. Options to purchase 322,000 common stock shares at $16.89 per share were outstanding at June 30, 2014, and were not included in the computation of diluted earnings per share because their exercise price resulted in them being anti-dilutive.
The Company purchased 259,210 shares in the open market during the year ended December 31, 2012, for the ESOP. For earnings per share calculations, the ESOP shares committed to be released are included as outstanding shares for both basic and diluted earnings per share. There were 194,408 shares in the ESOP that were not committed to be released as of June 30, 2014.
NOTE 15 - STOCK-BASED COMPENSATION
Stock Options and Restricted Stock

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

Total compensation expense for the Plan was $110,000 for the three and six months ended June 30, 2014, and there were no restricted stock or stock option grants in 2013.
 
Stock Options

The Plan authorizes the grant of stock options totaling 324,013 shares to Company directors and employees. Option awards are granted with an exercise price equal to the market price of FS Bancorp's common stock at the grant date,



 
 
36









 
 
 
FS BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 15 - STOCK-BASED COMPENSATION (Continued)

May 8, 2014, of $16.89 per share. These option awards have a vesting period of five years, with 20% vesting on the anniversary date of each grant date, and a contractual life of 10 years. Options were granted as non-qualified stock options ("NQSO"). 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 option award is estimated on the grant date using a Black-Scholes Option pricing model that uses the following assumptions. The dividend yield is based on the current quarterly dividend in effect at the time of the grant. Historical employment data is used to estimate the forfeiture rate. The Company became a publicly held company in July 2012, therefore historical data was not available to calculate the volatility for FS Bancorp stock. Given this limitation, management utilized a proxy to determine the expected volatility of FS Bancorp’s stock. The proxy chosen was the NASDAQ Bank Index, or NASDAQ Bank (^BANK). This index provides the volatility of the banking sector for NASDAQ traded banks. The majority of smaller banks are traded on the NASDAQ given the costs and daily interaction required with trading on the New York Stock Exchange. The Company utilized the comparable Treasury rate for the discount rate associated with the stock options granted. The Company elected to use Staff Accounting Bulletin 107, simplified expected term calculation for the “Share-Based Payments” method permitted by the Securities and Exchange Commission to calculate the expected term. This method uses the vesting term of an option along with the contractual term, setting the expected life at 6.5 years.

A summary of the Company's stock option plan awards during the six months ended June 30, 2014:
 
Shares
 
Weighted-Average Exercise Price
 
Weighted-Average Remaining Contractual Term In Years
 
Aggregate Intrinsic Value
Outstanding at January 1, 2014

 
$

 

 
$

Granted
322,000

 
16.89

 
6.5

 
164,220

Exercised

 

 

 

Forfeited or expired

 

 

 

Outstanding at June 30, 2014
322,000

 
$
16.89

 
6.5

 
$
164,220

 
 
 
 
 
 
 
 
Expected to vest, assuming a 0.31% annual forfeiture rate
320,992

 
$
16.89

 
6.5

 
$
163,706

 
 
 
 
 
 
 
 
Exercisable at June 30, 2014

 
$

 

 
$

As of June 30, 2014, there was $1.1 million of total unrecognized compensation cost related to nonvested stock options granted under the Plan. The cost is expected to be recognized over the remaining weighted-average vesting period of 4.4 years.

Restricted Stock Awards

The Plan authorizes the grant of restricted stock awards totaling 129,505 shares to Company directors and employees, and all but 4,500 shares were granted on May 8, 2014. Compensation expense is recognized over the vesting period of the awards based on the fair value of the stock at the grant date of $16.89 per share. The restricted stock awards’ fair value is equal to the value on the grant date. Shares awarded as restricted stock vest ratably over a three-year period for directors and a five-year period for employees, beginning at the grant date. Any unexercised restricted stock awards will expire after vesting or sooner in the event of the award recipient’s termination of service with the Company or the Bank.

 
 
37









 
 
 
FS BANCORP, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 


NOTE 15 - STOCK-BASED COMPENSATION (Continued)
A summary of the Company's nonvested awards during the period ended June 30, 2014:
Nonvested Shares
 
Shares
 
Weighted-Average Grant-Date Fair Value Per Share
 
Aggregate Intrinsic Value
Nonvested at January 1, 2014
 

 
$

 
$

Granted
 
125,105

 
16.89

 

Vested
 

 

 

Forfeited or expired
 

 

 

Nonvested at June 30, 2014
 
125,105

 
$
16.89

 
$


As of June 30, 2014, there was $2.0 million of total unrecognized compensation costs related to nonvested shares granted as restricted stock awards. The cost is expected to be recognized over the remaining weighted-average vesting period of 4.4 years.

 
 
38









 
 


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

Forward-Looking Statements

This report may contain 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:
general economic conditions, either nationally or in our market area, that are worse than expected;
the credit risks of lending activities, including changes in the level and trend of loan delinquencies and write offs and changes in our allowance for loan losses and provision for loan losses that may be impacted by deterioration in the housing and commercial real estate markets;
secondary market conditions and our ability to sell loans in the secondary market;
fluctuations in the demand for loans, the number of unsold homes, land and other properties and fluctuations in real estate values in our market area;
increases in premiums for deposit insurance;
the use of estimates in determining fair value of certain of our assets, which estimates may prove to be incorrect and result in significant declines in valuation;
changes in the interest rate environment that reduce our interest margins or reduce the fair value of financial instruments;
increased competitive pressures among financial services companies;
our ability to execute our plans to grow our residential construction lending, our mortgage banking operations and our warehouse lending and the geographic expansion of our indirect home improvement lending;
our ability to attract and retain deposits;
our ability to control operating costs and expenses;
changes in consumer spending, borrowing and savings habits;
our ability to successfully manage our growth;
legislative or regulatory changes that adversely affect our business, or increase capital requirements, including the effect of the Dodd-Frank Wall Street Reform and Consumer Protection Act, changes in regulation policies and principles, or the interpretation of regulatory capital or other rules, including as a result of Basel III;
adverse changes in the securities markets;
changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Public Company Accounting Oversight Board or the Financial Accounting Standards Board;
costs and effects of litigation, including settlements and judgments;
our ability to implement our branch expansion strategy;
inability of key third-party vendors to perform their obligations to us; and

39

 
 


other economic, competitive, governmental, regulatory and technical factors affecting our operations, pricing, products and services and other risks described elsewhere in this Form 10-Q and our other reports filed with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2013.
Any of the forward‑looking statements that we make in this Form 10-Q and in other public statements we make may turn out to be wrong because of inaccurate assumptions we might make, because of the factors illustrated above or because of other factors that we cannot foresee. Forward looking statements are based upon management's beliefs and assumptions at the time they are made. The Company undertakes no obligation to update or revise any forward-looking statement included in this report or to update the reasons why actual results could differ from those contained in such statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking statements discussed in this report might not occur and you should not put undue reliance on any forward looking statements.

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

The Company is relationship-driven delivering banking and financial services to local families, local and regional businesses and industry niches within distinct Puget Sound area communities. 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 these markets.

The Company focuses on diversifying revenues, expanding lending channels, and growing the banking franchise. Management remains focused on building diversified revenue streams based upon credit, interest rate, and concentration risks. Our business plan remains as follows:
Growing and diversifying our loan portfolio;
Maintaining and improving asset quality;
Emphasizing lower cost core deposits to reduce the costs of funding our loan growth;
Capturing our customers’ full relationship by offering a wide range of products and services; and
Expanding our reach by leveraging our well-established involvement in our communities and by selectively emphasizing products and services designed to meet our customers’ banking needs.

The Company is a diversified lender with a focus on the origination of indirect home improvement loans, also referred to as fixture secured loans, commercial real estate mortgage loans, home loans, commercial business loans and second mortgage/home equity loan products. Consumer loans, in particular indirect home improvement loans to finance window replacement, gutter replacement, siding replacement, solar panels, and other improvement renovations, represent the largest portion of the loan portfolio and have traditionally been the mainstay of our lending strategy. As of June 30, 2014, consumer loans represented 38.7% of the Company's total portfolio, down from 42.7% at December 31, 2013, as real estate loan originations have increased at a faster pace than consumer loan originations during the six months ended June 30, 2014.

Indirect home improvement lending is dependent on the Bank’s relationships with home improvement contractors and dealers. The Company funded 1,157 loans during the quarter ended June 30, 2014 using its indirect home improvement contractor/dealer network located throughout Washington, Oregon and California with four contractors/dealers responsible for 64.8% of this loan volume. The Company began originating consumer indirect loans during the fourth quarter of 2012 in the State of California and since inception has originated $39.1 million. During the three months ended June 30, 2014, the Company originated $8.0 million of consumer loans in California, and as of June 30, 2014,

40

 
 


the Company had $17.0 million of consumer indirect solar loans outstanding that were originated in California. Management has established a limit of no more than 20% of the total consumer loan portfolio for loans in California. As of June 30, 2014, the limit was $25.7 million.

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 the provision for loan losses, service charges and fees, gains from sales of assets, operating expenses and income taxes.    

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

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

Other Real Estate Owned. Property acquired by foreclosure or deed in lieu of foreclosure is recorded at fair value, less cost to sell.  Development and improvement costs relating to the property are capitalized.  The carrying value of the property is periodically evaluated by management and, if necessary, allowances are established to reduce the carrying value to net realizable value.  Gains or losses at the time the property is sold are charged or credited to operations in the period in which they are realized.  The amounts that will be ultimately realized from the sale of other real estate owned may differ substantially from the carrying value of the assets because of market factors beyond our control or because of changes in management's strategies for recovering the investment.

Income Taxes. Income taxes are reflected in the Company's consolidated financial statements to show the tax effects of the operations and transactions reported in the financial statements and consist of taxes currently payable plus deferred taxes. Accounting Standards Codification, ASC 740, “Accounting for Income Taxes,” requires the asset and liability

41

 
 


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

Deferred tax assets are attributable to deductible temporary differences and carryforwards. After the deferred tax asset has been measured using the applicable enacted tax rate and provisions of the enacted tax law, it is then necessary to assess the need for a valuation allowance. A valuation allowance is needed when, based on the weight of the available evidence, it is more likely than not that some portion of the deferred tax asset will not be realized.

Comparison of Financial Condition at June 30, 2014 and December 31, 2013

Assets. Total assets increased $16.8 million, or 4.0%, to $436.0 million at June 30, 2014, from $419.2 million at December 31, 2013, primarily as a result of a $44.4 million, or 15.8% increase in net loans receivable, a $4.8 million, or 42.8% increase in loans held for sale, and a $2.1 million, or 3.8% increase in securities available-for-sale, primarily funded by a $31.9 million, or 77.7% decrease in cash and cash equivalents. In addition, OREO decreased $2.0 million, or 98.3% during the six months ended June 30, 2014.
 
Loans receivable, net increased $44.4 million, or 15.8% to $325.5 million at June 30, 2014, from $281.1 million at December 31, 2013. Total real estate secured loans increased $23.9 million, or 20.7% to $139.2 million at June 30, 2014, from $115.3 million at December 31, 2013, as a result of an $11.2 million, or 54.0% increase in one-to-four-family loans, a $6.9 million, or 20.8% increase in commercial real estate loans, and a $6.8 million, or 144.5% increase in multi-family loans, partially offset by an $897,000, or 2.2% decrease in construction and development loans. Consumer loans increased $5.8 million, or 4.7%, to $128.5 million at June 30, 2014, from $122.7 million at December 31, 2013, primarily as a result of a $3.3 million, or 29.6%, increase in marine loans, and a $2.7 million, or 3.0%, increase in indirect home improvement loans, partially offset by a $301,000, or 24.5% decrease in automobile loans. During the six months ended June 30, 2014, the Company sold $12.8 million of consumer solar loans at a pre-tax gain of $507,000. The sale enabled the Company to continue to originate these loans while complying with its business plan limits on California lending to be no more than 20% of the total consumer loan portfolio. Commercial business loans increased $15.3 million, or 31.2%, to $64.6 million at June 30, 2014, from $49.2 million at December 31, 2013.

Loans held for sale increased by $4.8 million to $16.0 million at June 30, 2014, from $11.2 million at December 31, 2013, as management continues to manage the holding period between the funding and sale date for loans held for sale during periods of volatile interest rates. The Company continues to expand its home lending operations by hiring additional lending staff and will continue selling one-to-four-family mortgage loans into the secondary market for asset/liability management purposes and to generate noninterest income. During the quarter ended June 30, 2014, the Company did not purchase any loans and sold $65.2 million of one-to-four-family mortgage loans compared to $33.4 million for the preceding quarter and $89.9 million for the same quarter one year ago.

The allowance for loan losses at June 30, 2014 was $5.5 million, or 1.7% of gross loans receivable, compared to $5.1 million, or 1.8% of gross loans receivable, at December 31, 2013. Substandard loans decreased to $923,000 at June 30, 2014, compared to $2.1 million at December 31, 2013. Non-performing loans, consisting of non-accruing loans, decreased to $345,000 at June 30, 2014, from $1.1 million at December 31, 2013. At June 30, 2014, non-performing loans consisted of $94,000 of one-to-four-family loans, and $251,000 of consumer loans. Non-performing loans to total gross loans decreased to 0.1% at June 30, 2014, from 0.4% at December 31, 2013. OREO totaled $36,000 at June 30, 2014, compared to $2.1 million at December 31, 2013. The $2.0 million, or 98.3% decrease in OREO reflects sales of $2.4 million, $40,000 in impairments, and transfers of $445,000 during the six months ended June 30, 2014. The Company also had $799,000 in TDRs at June 30, 2014, all of which were performing in accordance with their modified payment terms.

42

 
 




A summary of non-performing assets as of June 30, 2014 and December 31, 2013:

 
June 30,
 
December 31,
 
2014
 
2013
Non-performing assets:
 
 
 
Non-accrual loans
$
345

 
$
1,101

Other real estate owned
36

 
2,075

Other assets

 
32

Total non-performing assets
$
381

 
$
3,208



Liabilities. Total liabilities increased $16.3 million, or 4.6%, to $373.2 million at June 30, 2014, from $356.9 million at December 31, 2013. Deposits increased $14.7 million, or 4.4%, to $351.6 million at June 30, 2014, from $336.9 million at December 31, 2013. Transaction accounts (noninterest, interest-bearing checking, and escrow accounts) increased $2.8 million, or 3.9% to $75.3 million as of June 30, 2014, from $72.5 million at December 31, 2013. Money market and savings accounts decreased $618,000, or 0.5%, to $133.9 million at June 30, 2014, from $134.5 million at December 31, 2013. Time deposits increased $12.5 million, or 9.7% to $142.4 million at June 30, 2014, from $129.9 million at December 31, 2013. Non-retail deposits which include $19.6 million of brokered certificates of deposit, $16.6 million of online certificates of deposit, and $250,000 of public funds, increased to $36.2 million as of June 30, 2014, compared to $24.1 million at December 31, 2013. The Company continues its focus on relationship deposit growth with new and existing customers as the primary source of funds for loan growth.

Total borrowings, which consisted of FHLB advances, increased $888,000, or 5.3%, to $17.6 million at June 30, 2014, from $16.7 million at December 31, 2013.

Stockholders' Equity. Total stockholders' equity increased $471,000, or 0.8%, to $62.8 million at June 30, 2014, from $62.3 million at December 31, 2013. The increase in stockholders' equity was primarily a result of net income of $1.9 million, and an improvement of $880,000 in accumulated other comprehensive income representing a decline in the unrealized loss on securities available-for-sale due to a decrease in treasury rates and the sale of some of the Company's longer term bonds to reduce the exposure to longer term rates, partially offset by $2.2 million of common stock share repurchase, and $341,000 of dividends paid. Book value per common share was $21.53 at June 30, 2014, compared to $20.55 at December 31, 2013.

Comparison of Results of Operations for the Three and Six Months Ended June 30, 2014 and 2013

General. Net income for the three months ended June 30, 2014 was $986,000 compared to net income of $1.1 million for the three months ended June 30, 2013. The $100,000 decrease in net income was primarily attributable to a $475,000, or 16.2% decrease in noninterest income, and a $111,000, or 2.0% increase in noninterest expense, partially offset by a $268,000, or 5.4% increase in net interest income, a $150,000, or 25.0% decrease in provision for loan losses, and a $68,000, or 12.0% decrease in provision for income tax.

Net income for the six months ended June 30, 2014 was $1.9 million compared to the net income of $2.3 million for the six months ended June 30, 2013. The $460,000 decrease in net income was primarily attributable to an $841,000, or 8.4% increase in noninterest expense, and a $686,000, or 13.2% decrease in noninterest income, partially offset by a $507,000, or 5.3% increase in net interest income, a $300,000, or 25.0% decrease in the provision for loan losses, and a $260,000, or 21.8% decrease in the provision for income tax.

The following table sets forth the average balances of all major categories of interest-earning assets and interest-bearing liabilities.

43

 
 


 
For the Three Months Ended June 30,
 
 For the Six Months Ended June 30,
 
2014
 
2013
 
2014
 
2013
Assets
 
 
 
 
 
 
 
Loans receivable
$
325,777

 
$
301,524

 
$
312,850

 
$
291,274

Securities available-for-sale, at fair value
68,359

 
43,957

 
66,771

 
44,952

Interest-bearing deposits at other financial institutions
15,810

 
15,475

 
25,903

 
17,950

Total interest-earning assets
409,946

 
360,956

 
405,524

 
354,176

Noninterest-earning assets
21,546

 
17,259

 
21,814

 
18,291

Total assets
$
431,492

 
$
378,215

 
$
427,338

 
$
372,467

 
 
 
 
 
 
 
 
Liabilities and Stockholders' Equity
 
 
 
 
 
 
 
Interest-bearing deposits
$
296,856

 
$
258,193

 
$
295,162

 
$
257,063

Borrowings
21,021

 
17,025

 
18,796

 
14,737

Total interest-bearing liabilities
317,877

 
275,218

 
313,958

 
271,800

Noninterest-bearing deposits
47,380

 
38,813

 
47,067

 
36,921

Other noninterest-bearing liabilities
3,307

 
3,399

 
3,556

 
3,143

Stockholders' equity
62,928

 
60,785

 
62,757

 
60,603

Total liabilities and stockholders' equity
$
431,492

 
$
378,215

 
$
427,338

 
$
372,467

 
 
 
 
 
 
 
 

Net Interest Income. Net interest income increased $268,000, or 5.4%, to $5.2 million for the three months ended June 30, 2014, from $4.9 million for the three months ended June 30, 2013. The increase in net interest income was attributable to a $260,000, or 5.0% increase in loans receivable interest income, as well as a $153,000, or 75.4% increase in interest and dividends on investment securities, and cash and cash equivalents, reflecting primarily increased average balances as compared to the same period last year, partially offset by a $145,000, or 28.3% increase in interest expense, primarily due to increases in the average balances of interest-bearing deposits and borrowings.

The net interest income increased $507,000, or 5.3%, to $10.1 million for the six months ended June 30, 2014, from $9.6 million for the six months ended June 30, 2013. The increase in net interest income was attributable to a $503,000, or 4.9% increase in loan receivable interest income, and a $246,000, or 55.9% increase in interest and dividends on investment securities, and cash and cash equivalents interest income, reflecting primarily increased average balances as compared to the same period last year, partially offset by a $242,000, or 23.7% increase in interest expense as a result of increases in the average balances of interest-bearing deposits and borrowings.

The net interest margin ("NIM") decreased 39 basis points to 5.08% for the three months ended June 30, 2014, from 5.47% for the three months ended June 30, 2013, and decreased 44 basis points to 5.02% for the six months ended June 30, 2014, from 5.46% for the same period of the prior year. The decreases reflect the change in our asset mix, including increased investment securities, commercial business loans, one-to-four-family loans, and reductions in the percentage of higher yielding consumer loans held in the loan portfolio. Diversified loan growth continues to pressure the NIM as real estate and business loans have a lower yield than consumer loan products.  Reducing the impact of lower loan yields was a three basis point decrease in the cost of funds to 0.72% for the three months ended June 30, 2014, from 0.75% for the three months ended June 30, 2013, and five basis point decrease in the cost of funds to 0.71% for the six months ended June 30, 2014, from 0.76% for the same period in the prior year as a result of growth in noninterest-bearing deposits. Management remains focused on matching the average duration on time deposits with the duration of earning assets where appropriate.
Interest Income. Interest income for the three months ended June 30, 2014 increased $413,000, or 7.6%, to $5.8 million from $5.4 million for the three months ended June 30, 2013. The increase during the period was primarily attributable to the increase in the average balance of the loan portfolio to $325.8 million for the three months ended June 30, 2014,

44

 
 


compared to $301.5 million for the three months ended June 30, 2013, as well as a shift of funds during the period to lower yielding investment securities and loans during the three months ended June 30, 2014, compared to the same period last year.

Interest income for the six months ended June 30, 2014 increased $749,000, or 7.1%, to $11.4 million, from $10.6 million for the six months ended June 30, 2013. The increase during the period was primarily attributable to the increase in the average balance of the loan portfolio to $312.9 million for the six months ended June 30, 2014, compared to $291.3 million for the six months ended June 30, 2013, and a $21.8 million increase in the average balance of securities available-for-sale to $66.8 million for the six months ended June 30, 2014, compared to $45.0 million for the same period last year.

Interest Expense. Interest expense increased $145,000 or 28.3%, to $657,000 for the three months ended June 30, 2014, from $512,000 for the same period of the prior year. The average cost of funds decreased three basis points to 0.72% for the three months ended June 30, 2014, compared to 0.75% for the three months ended June 30, 2013. The decrease was primarily due to growth in noninterest-bearing deposits and extending maturities on deposit products to manage interest rate risk. The average balance of total interest-bearing liabilities increased $42.7 million, or 15.5%, to $317.9 million for the quarter ended June 30, 2014, from $275.2 million for the quarter ended June 30, 2013.

Interest expense increased $242,000, or 23.7%, to $1.3 million for the six months ended June 30, 2014, from $1.0 million for the same period of the prior year. As a result of the general decline in market rates, the average cost of funds for total interest-bearing liabilities decreased five basis points to 0.71% for the six months ended June 30, 2014, compared to 0.76% for the six months ended June 30, 2013.

Provision for Loan Losses.  The provision for loan losses was $450,000 for the three months ended June 30, 2014, compared to $600,000 for the three months ended June 30, 2013. The $150,000 decrease in the provision during the current quarter over the comparable quarter last year, primarily relates to improved asset quality performance as both non-accrual and substandard loans declined throughout the last year, and loan charge-offs decreased. The provision for loan losses was also impacted by the change in loan mix with lower reserves required for the increase in real estate and commercial business loans as compared to consumer loans. During the three months ended June 30, 2014, net charge-offs totaled $145,000 compared to $368,000 during the same period last year.

The provision for loan losses was $900,000 for the six months ended June 30, 2014, compared to $1.2 million for the six months ended June 30, 2013. The $300,000 decrease in the provision primarily relates to improved asset quality performance due to the decline in both the non-accrual and substandard loans. Non-performing loans were $345,000, or 0.1% of total loans at June 30, 2014, compared to $2.3 million, or 0.8% of total loans at June 30, 2013. During the six months ended June 30, 2014, net charge-offs totaled $444,000 compared to $622,000 during the six months ended June 30, 2013.

Noninterest Income. Noninterest income decreased $475,000, or 16.2%, to $2.4 million for the three months ended June 30, 2014, from $2.9 million for the three months ended June 30, 2013. The decrease during the period was primarily attributable to a $434,000 reduction in gains on sale of loans due to lower refinance transactions, and an $86,000 reduction in gains on sale of investment securities. One-to-four-family originations of loans held for sale, including loans brokered to other institutions, increased 92.0% to $72.2 million during the quarter ended June 30, 2014, compared to $37.6 million for the same quarter one year ago. The increase in originations was directly correlated to increased purchase activity associated with the seasonality in home purchases in the Northwest. Purchase production increased with $65.6 million in closed purchase loans for the three months ended June 30, 2014, up from $46.3 million for the three months ended June 30, 2013, partially offset by a $21.6 million decrease in refinances due to an increase in rates.

Noninterest income decreased $686,000, or 13.2%, to $4.5 million for the six months ended June 30, 2014, from $5.2 million for the six months ended June 30, 2013. The decrease during the period was primarily due to a $477,000 decrease in the gain on sale of loans, and a $254,000 decrease in the gain on sale of investment securities. The decrease in gains on sale of loans was primarily attributable to a decrease in the home lending gain on sales of $883,000 to $2.7 million for the six months ended June 30, 2014, from $3.6 million for the six months ended June 30, 2013, partially

45

 
 


offset by the consumer loan gain on sales of $561,000 for the current six month period as compared to no gains on consumer loan sales during the same period last year.

Noninterest Expense. Noninterest expense increased $111,000, or 2.0%, to $5.7 million for the three months ended June 30, 2014, from $5.6 million for the three months ended June 30, 2013. Changes in noninterest expense included a $167,000, or 22.0% increase in operations costs, and a $105,000, or 3.3% increase in salaries and benefits, primarily as a result of the hiring of additional employees in mortgage-related lending, and loan servicing and operations areas, as well as expenses associated with issued equity awards, partially offset by a decrease of $118,000, or 100.9% of OREO fair value impairments, and a $45,000, or 281.3% decrease in OREO expenses this quarter.

Noninterest expense increased $841,000, or 8.4%, to $10.9 million for the six months ended June 30, 2014, from $10.1 million for the six months ended June 30, 2013. Changes in noninterest expense included a $751,000, or 13.4% increase in salaries and benefit costs primarily as a result of hiring additional personnel, in addition to expenses associated with issued equity awards, a $99,000 or 99.0% reduction in the recovery on servicing rights, a $99,000, or 14.1% increase in occupancy costs primarily due to renting additional home lending office space, and a $56,000, or 10.5% increase in data processing costs, partially offset by a $165,000, or 84.6% decrease in OREO fair value impairments.

The efficiency ratio, which is noninterest expense as a percentage of net interest income and noninterest income, increased to 74.7% for the three months ended June 30, 2014, compared to 71.3% for the three months ended June 30, 2013, and was 74.7% for the six months ended June 30, 2014, compared to 68.1% for the six months ended June 30, 2013, primarily as a result of an increase in noninterest expense, and the decrease in noninterest income partially offset by the increase in net interest income.

Provision for Income Tax. For the six months ended June 30, 2014, the Company recorded a provision for income tax expense of $931,000 on pre-tax income as compared to $1.2 million for the six months ended June 30, 2013. The effective tax rate for the periods ended June 30, 2014 and 2013 were 33.2% and 33.6%, respectively. 

Liquidity

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

As of June 30, 2014, the Bank's total borrowing capacity was $49.3 million with the FHLB of Seattle, with unused borrowing capacity of $19.9 million at that date. The FHLB borrowing limit is based on certain categories of loans, primarily real estate loans that qualify as collateral for FHLB advances. As of June 30, 2014, the Bank held approximately $63.0 million in loans that qualify as collateral for FHLB advances. In addition to the availability of liquidity from the FHLB of Seattle, the Bank maintained a short-term borrowing line with the Federal Reserve Bank of San Francisco ("Federal Reserve Bank"), with a current limit of $78.6 million at June 30, 2014, and a $12.0 million unsecured, variable rate, overnight short-term borrowing line with Pacific Coast Bankers' Bank. The Bank also had a $11.0 million unsecured Fed Funds line of credit with a large financial institution of which none was outstanding at June 30, 2014. The Federal Reserve Bank borrowing limit is based on certain categories of loans, primarily consumer loans that qualify as collateral for Federal Reserve Bank line of credit. As of June 30, 2014, the Bank held approximately $121.6 million in loans that qualify as collateral for the Federal Reserve Bank line of credit.

As of June 30, 2014, $17.6 million in FHLB advances were outstanding and no advances were outstanding against the Federal Reserve Bank line of credit or Pacific Coast Bankers' Bank line of credit. The Bank's Asset Liability Management Policy permits management to utilize brokered deposits up to 20% of deposits or $72.2 million as of June 30, 2014. Total brokered deposits as of June 30, 2014 were $19.6 million.

Liquidity management is both a daily and long-term function of Company management. Excess liquidity is generally invested in short-term investments, such as overnight deposits 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

46

 
 


and federal agency securities. The Company uses sources of funds primarily to meet ongoing commitments, pay maturing deposits and fund withdrawals, and to fund loan commitments. At June 30, 2014, the approved outstanding loan commitments, including unused lines of credit, amounted to $137.0 million. Certificates of deposit scheduled to mature in six months or less at June 30, 2014, totaled $33.2 million. It is management's policy to offer deposit rates that are competitive with other local financial institutions. Based on this management strategy, the Company believes that a majority of maturing deposits will remain with the Bank. For additional information see the Consolidated Statements of Cash Flows in Part I. Item 1 of this report.

Commitments and Off-Balance Sheet Arrangements

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business in order to meet the financing needs of our customers. For information regarding our commitments and off-balance sheet arrangements, see Note 9 of the Notes to Consolidated Financial Statements included in Part I. Item 1 of this report.

Capital Resources

The Bank is subject to minimum capital requirements imposed by the FDIC. Based on its capital levels at June 30, 2014, the Bank exceeded these requirements as of that date. Consistent with our goals to operate a sound and profitable organization, our policy is for the Bank to maintain a “well capitalized” status under the capital categories of the FDIC. Based on capital levels at June 30, 2014, the Bank was considered to be "well capitalized". At June 30, 2014, the Bank exceeded all regulatory capital requirements with Tier 1 leverage-based capital, Tier 1 risk-based capital and total risk-based capital ratios of 12.3%, 14.7%, and 16.0%, respectively. For additional information regarding the Bank's regulatory capital compliance, see the discussion included in Note 11 to the Notes to Consolidated Financial Statements included in Part I. Item 1 of this report.

For a bank holding company with less than $500 million in assets, the capital guidelines apply on a bank only basis and the Federal Reserve expects the holding company's subsidiary banks to be well capitalized under the prompt corrective action regulations. If the Company were subject to regulatory guidelines for bank holding companies with $500 million or more in assets, at June 30, 2014 the Company would have exceeded all regulatory capital requirements. The estimated regulatory capital ratios calculated for the Company as of June 30, 2014 were 14.6% for Tier 1 leverage-based capital, 17.4% for Tier 1 risk-based capital and 18.7% for total risk-based capital.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

Not required for smaller reporting companies.

Item 4. Controls and Procedures

(a)    Evaluation of Disclosure Controls and Procedures.

An evaluation of the disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 (the "Act")) as of June 30, 2014, was carried out under the supervision and with the participation of the Company's Chief Executive Officer, Chief Financial Officer and several other members of the Company's senior management. The Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures in effect as of June 30, 2014, were effective in ensuring that the information required to be disclosed by the Company in the reports it files or submits under the Act is: (i) accumulated and communicated to the Company's management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms.



(b)    Changes in Internal Controls.


47

 
 


There have been no changes in the Company's internal control over financial reporting (as defined in Rule 13a-15(f) of the Act) that occurred during the three months ended June 30, 2014, 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 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; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control procedure, misstatements due to error or fraud may occur and not be detected.


PART II. OTHER INFORMATION

Item 1.        Legal Proceedings

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

Item 1A.    Risk Factors

There have been no material changes to the risk factors set forth in Part I. Item 1A of the Company's Annual Report on Form 10-K for the year ended December 31, 2013.

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

Not applicable.

Item 3.         Defaults Upon Senior Securities

Not applicable.

Item 4.        Mine Safety Disclosures

Not applicable.

Item 5.        Other Information

Not applicable.

Item 6.        Exhibits

3.1    Articles of Incorporation of FS Bancorp, Inc. (1)

3.2    Bylaws of FS Bancorp, Inc. (1)

4.0    Form of Common Stock Certificate of FS Bancorp, Inc. (1)

48

 
 



10.1    Severance Agreement between 1st Security Bank of Washington and Joseph C. Adams (1)

10.2    Form of Change of Control Agreement between 1st Security Bank of Washington and each of Matthew D.
    Mullet and Drew B. Ness (1)

10.3    FS Bancorp, Inc. 2013 Equity Incentive Plan (the "2013 Plan") (2)

10.4    Form of Incentive Stock Option Agreement under the 2013 Plan (2)

10.5    Form of Non-Qualified Stock Option Agreement under the 2013 Plan (2)

10.6    Form of Restricted Stock Agreement under the 2013 Plan (2)

31.1
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1
Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2
Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, formatted in Extensible Business Reporting Language (XBRL): (1) Consolidated Balance Sheets; (2) Consolidated Statements of Income; (3) Consolidated Statements of Comprehensive Income; (4) Consolidated Statements of Stockholders’ Equity; (5) Consolidated Statements of Cash Flows; and (6) Notes to Consolidated Financial Statements. *

(1) Filed as an exhibit to the Registrant's Registration Statement on Form S-1 (333-177125) filed on October 3, 2011 and incorporated by reference.

(2)
Filed as an exhibit to the Registrant's Registration Statement on Form S-8 (333-192990) filed on December 20, 2013 and incorporated by reference.

(*)
Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.







49

 
 


SIGNATURES


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


 
FS BANCORP, INC.
 
 
 
 
 
 
Date: August 8, 2014
By:
/s/Joseph C. Adams
 
 
Joseph C. Adams,
 
 
Chief Executive Officer
 
 
(Duly Authorized Officer)
 
 
 
Date: August 8, 2014
By:
/s/Matthew D. Mullet
 
 
Matthew D. Mullet
 
 
Secretary, Treasurer and
 
 
Chief Financial Officer
 
 
(Principal Financial and Accounting Officer)




50



Exhibit Index

Exhibit No.
 
Description
31.1
 
 
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2
 
 
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1
 
 
Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2
 
 
Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101
 
 
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, formatted in Extensible Business Reporting Language (XBRL): (1) Consolidated Balance Sheets; (2) Consolidated Statements of Income; (3) Consolidated Statements of Comprehensive Income; (4) Consolidated Statements of Stockholders’ Equity; (5) Consolidated Statements of Cash Flows; and (6) Notes to Consolidated Financial Statements. *


*Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.