x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Maryland
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45-5188530
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(State or other jurisdiction of incorporation or organization)
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|
(I.R.S. Employer Identification No.)
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|
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2400 3rd Avenue, Suite 150, Seattle Washington
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|
98121
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
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Smaller reporting company
x
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Emerging growth company
o
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PART I
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Page
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Item 1.
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Business
|
|
Item 1A.
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Risk Factors
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Item 1B.
|
Unresolved Staff Comments
|
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Item 2.
|
Properties
|
|
Item 3.
|
Legal Proceedings
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Item 4.
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Mine Safety Disclosures
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|
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PART II
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Item 5.
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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Item 6.
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Selected Financial Data
|
|
Item 7.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
|
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Item 8.
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Financial Statements and Supplementary Data
|
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Item 9.
|
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
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Item 9A.
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Controls and Procedures
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Item 9B.
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Other Information
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PART III
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|
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Item 10.
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Directors, Executive Officers and Corporate Governance
|
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Item 11.
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Executive Compensation
|
|
Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|
Item 13.
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Certain Relationships and Related Transactions, and Director Independence
|
|
Item 14.
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Principal Accounting Fees and Services
|
|
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PART IV
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|
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Item 15.
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Exhibits, Financial Statement Schedules
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|
Item 16.
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Form 10-K Summary
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Certifications
|
|
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Exhibit 31.1
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|
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Exhibit 31.2
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Exhibit 32
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|
|
Item 1.
|
Business
|
•
|
our ability to access cost-effective funding;
|
•
|
our ability to attract and retain deposits;
|
•
|
fluctuations in interest rates;
|
•
|
the risks of lending and investing activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of our allowance for loan losses;
|
•
|
inability of key third-party providers to perform their obligations to us;
|
•
|
fluctuations in the demand for loans, the number of unsold homes, land and other properties, and fluctuations in real estate values and both residential and commercial and multifamily real estate market conditions in our market area;
|
•
|
secondary market conditions for loans and our ability to sell loans in the secondary market;
|
•
|
results of examinations of Sound Financial Bancorp and Sound Community Bank by their regulators, including the possibility that the regulators may, among other things, require us to increase our allowance for loan losses or to write-down assets, change Sound Community Bank's regulatory capital position or affect our ability to borrow funds or maintain or increase deposits, which could adversely affect our liquidity and earnings;
|
•
|
our ability to successfully integrate any assets, liabilities, clients, systems, and management personnel we may acquire into our operations and our ability to realize related revenue synergies and expected cost savings and other benefits within the anticipated time frames or at all;
|
•
|
our ability to control operating costs and expenses;
|
•
|
the use of estimates in determining fair value of certain of our assets, which estimates may prove to be incorrect and result in significant declines in valuation;
|
•
|
our ability to keep pace with technological changes, including our ability to identify and address cyber-security risks such as data security breaches, "denial of service" attacks, "hacking" and identity theft, and other attacks on our information technology systems or on the third-party vendors who perform several of our critical processing functions;
|
•
|
competitive pressures among financial services companies;
|
•
|
changes in consumer spending, borrowing and savings habits;
|
•
|
changes in accounting policies and practices, as may be adopted by the financial institution regulatory agencies or the Financial Accounting Standards Board, including additional guidance and interpretation on accounting issues and details of the implementation of new accounting methods;
|
•
|
changes in economic conditions, either nationally or in our market area;
|
•
|
legislative or regulatory changes such as the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and its implementing regulations that adversely affect our business, as well as changes in regulatory policies and principles, or the interpretation of regulatory capital or other rules including changes related to Basel III;
|
•
|
monetary and fiscal policies of the Board of Governors of the Federal Reserve System ("Federal Reserve") and the U.S. Government and other governmental initiatives affecting the financial services industry;
|
•
|
our ability to retain or attract key employees or members of our senior management team;
|
•
|
costs and effects of litigation, including settlements and judgments;
|
•
|
our ability to implement our business strategies;
|
•
|
difficulties in reducing risks associated with the loans on our balance sheet;
|
•
|
staffing fluctuations in response to product demand or the implementation of corporate strategies that affect our workforce and potential associated charges;
|
•
|
our ability to pay dividends on our common stock;
|
•
|
the availability of resources to address changes in laws, rules, or regulations or to respond to regulatory actions;
|
•
|
our ability to pay dividends on our common stock;
|
•
|
the possibility of other-than-temporary impairments of securities held in our securities portfolio;
|
•
|
adverse changes in the securities markets; and
|
•
|
other economic, competitive, governmental, regulatory, and technological factors affecting our operations, pricing, products and services and the other risks described from time to time in this Form 10-K and our other filings with the U.S. Securities and Exchange Commission (the "SEC").
|
|
December 31,
|
|||||||||||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||||||||||||
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|||||||||||||||
Real estate loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
One- to four-family
|
$
|
169,830
|
|
|
27.3
|
%
|
|
$
|
157,417
|
|
|
28.5
|
%
|
|
$
|
152,386
|
|
|
30.3
|
%
|
|
$
|
141,125
|
|
|
30.5
|
%
|
|
$
|
133,031
|
|
|
30.9
|
%
|
Home equity
|
27,655
|
|
|
4.4
|
%
|
|
28,379
|
|
|
5.2
|
|
|
27,771
|
|
|
5.5
|
|
|
31,573
|
|
|
6.9
|
|
|
34,675
|
|
|
8.0
|
|
|||||
Commercial and multifamily
|
252,644
|
|
|
40.6
|
%
|
|
211,269
|
|
|
38.4
|
|
|
181,004
|
|
|
36.1
|
|
|
175,312
|
|
|
38.0
|
|
|
168,952
|
|
|
39.1
|
|
|||||
Construction and land
|
65,259
|
|
|
10.6
|
%
|
|
61,482
|
|
|
11.2
|
|
|
70,915
|
|
|
14.1
|
|
|
57,043
|
|
|
12.4
|
|
|
46,279
|
|
|
10.7
|
|
|||||
Total real estate loans
|
515,388
|
|
|
82.9
|
%
|
|
458,547
|
|
|
83.3
|
|
|
432,076
|
|
|
86.0
|
|
|
405,053
|
|
|
87.8
|
|
|
382,937
|
|
|
88.7
|
|
|||||
Consumer loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Manufactured homes
|
20,145
|
|
|
3.2
|
%
|
|
17,111
|
|
|
3.1
|
|
|
15,494
|
|
|
3.1
|
|
|
13,798
|
|
|
3.0
|
|
|
12,539
|
|
|
2.9
|
|
|||||
Floating homes
|
40,806
|
|
|
6.6
|
%
|
|
29,120
|
|
|
5.3
|
|
|
23,996
|
|
|
4.8
|
|
|
18,226
|
|
|
4.0
|
|
|
11,680
|
|
|
2.7
|
|
|||||
Other consumer
|
6,628
|
|
|
1.1
|
%
|
|
4,902
|
|
|
0.9
|
|
|
3,932
|
|
|
0.8
|
|
|
4,804
|
|
|
1.0
|
|
|
5,195
|
|
|
1.2
|
|
|||||
Total consumer loans
|
67,579
|
|
|
10.9
|
%
|
|
51,133
|
|
|
9.3
|
|
|
43,422
|
|
|
8.7
|
|
|
36,828
|
|
|
8.0
|
|
|
29,414
|
|
|
6.8
|
|
|||||
Commercial business loans
|
38,804
|
|
|
6.2
|
%
|
|
40,829
|
|
|
7.4
|
|
|
26,331
|
|
|
5.3
|
|
|
19,295
|
|
|
4.2
|
|
|
19,525
|
|
|
4.5
|
|
|||||
Total loans
|
621,771
|
|
|
100.00
|
%
|
|
550,509
|
|
|
100.0
|
%
|
|
501,829
|
|
|
100.0
|
%
|
|
461,176
|
|
|
100.0
|
%
|
|
431,876
|
|
|
100.0
|
%
|
|||||
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Deferred fees and discounts
|
(2,228
|
)
|
|
|
|
(1,914
|
)
|
|
|
|
(1,828
|
)
|
|
|
|
(1,707
|
)
|
|
|
|
(1,516
|
)
|
|
|
||||||||||
Allowance for loan losses
|
(5,774
|
)
|
|
|
|
(5,241
|
)
|
|
|
|
(4,822
|
)
|
|
|
|
(4,636
|
)
|
|
|
|
(4,387
|
)
|
|
|
||||||||||
Total loans, net
|
$
|
613,769
|
|
|
|
|
$
|
543,354
|
|
|
|
|
$
|
495,179
|
|
|
|
|
$
|
454,833
|
|
|
|
|
$
|
425,973
|
|
|
|
|
December 31,
|
|||||||||||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||||||||||||
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|||||||||||||||
Fixed-rate loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Real estate loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
One-to-four family
|
$
|
94,237
|
|
|
15.2
|
%
|
|
$
|
117,590
|
|
|
21.3
|
%
|
|
$
|
142,537
|
|
|
28.4
|
%
|
|
$
|
129,762
|
|
|
28.1
|
%
|
|
$
|
118,083
|
|
|
27.3
|
%
|
Home equity
|
11,052
|
|
|
1.8
|
|
|
11,373
|
|
|
2.1
|
|
|
9,102
|
|
|
1.8
|
|
|
11,042
|
|
|
2.4
|
|
|
12,003
|
|
|
2.8
|
|
|||||
Commercial and multifamily
|
102,907
|
|
|
16.5
|
|
|
89,094
|
|
|
16.2
|
|
|
77,285
|
|
|
15.4
|
|
|
92,205
|
|
|
20.0
|
|
|
103,303
|
|
|
23.9
|
|
|||||
Construction and land
|
51,259
|
|
|
8.2
|
|
|
57,247
|
|
|
10.4
|
|
|
69,398
|
|
|
13.9
|
|
|
51,572
|
|
|
11.2
|
|
|
39,147
|
|
|
9.1
|
|
|||||
Total real estate loans
|
259,455
|
|
|
41.7
|
|
|
275,304
|
|
|
50.0
|
|
|
298,322
|
|
|
59.5
|
|
|
284,581
|
|
|
61.7
|
|
|
272,536
|
|
|
63.1
|
|
|||||
Manufactured homes
|
20,145
|
|
|
3.2
|
|
|
17,111
|
|
|
3.1
|
|
|
15,494
|
|
|
3.1
|
|
|
13,798
|
|
|
3.0
|
|
|
12,539
|
|
|
2.9
|
|
|||||
Floating homes
|
40,806
|
|
|
6.6
|
|
|
29,120
|
|
|
5.3
|
|
|
23,996
|
|
|
4.8
|
|
|
18,226
|
|
|
4.0
|
|
|
11,680
|
|
|
2.7
|
|
|||||
Other consumer
|
6,090
|
|
|
1.0
|
|
|
4,316
|
|
|
0.8
|
|
|
3,297
|
|
|
0.6
|
|
|
4,082
|
|
|
0.9
|
|
|
4,447
|
|
|
1.0
|
|
|||||
Commercial business
|
9,705
|
|
|
1.6
|
|
|
16,889
|
|
|
3.1
|
|
|
12,581
|
|
|
2.5
|
|
|
9,392
|
|
|
2.0
|
|
|
11,024
|
|
|
2.6
|
|
|||||
Total fixed-rate loans
|
336,201
|
|
|
54.1
|
|
|
342,740
|
|
|
62.3
|
|
|
353,690
|
|
|
70.5
|
|
|
330,079
|
|
|
71.6
|
|
|
312,226
|
|
|
72.3
|
|
|||||
Adjustable- rate loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Real estate loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
One-to-four family
|
75,593
|
|
|
12.2
|
|
|
39,827
|
|
|
7.2
|
|
|
9,849
|
|
|
2.0
|
|
|
11,363
|
|
|
2.5
|
|
|
14,948
|
|
|
3.5
|
|
|||||
Home equity
|
16,603
|
|
|
2.7
|
|
|
17,007
|
|
|
3.1
|
|
|
18,669
|
|
|
3.7
|
|
|
20,531
|
|
|
4.4
|
|
|
22,672
|
|
|
5.3
|
|
|||||
Commercial and multifamily
|
149,737
|
|
|
24.0
|
|
|
122,175
|
|
|
22.2
|
|
|
103,719
|
|
|
20.7
|
|
|
83,107
|
|
|
18.0
|
|
|
65,649
|
|
|
15.2
|
|
|||||
Construction and land
|
14,000
|
|
|
2.3
|
|
|
4,235
|
|
|
0.8
|
|
|
1,517
|
|
|
0.3
|
|
|
5,471
|
|
|
1.2
|
|
|
7,132
|
|
|
1.6
|
|
|||||
Total real estate loans
|
255,933
|
|
|
41.2
|
|
|
183,244
|
|
|
33.3
|
|
|
133,754
|
|
|
26.7
|
|
|
120,472
|
|
|
26.1
|
|
|
110,401
|
|
|
25.6
|
|
|||||
Other consumer
|
538
|
|
|
0.1
|
|
|
585
|
|
|
0.1
|
|
|
635
|
|
|
0.1
|
|
|
722
|
|
|
0.2
|
|
|
746
|
|
|
0.2
|
|
|||||
Commercial business
|
29,099
|
|
|
4.6
|
|
|
23,940
|
|
|
4.3
|
|
|
13,750
|
|
|
2.7
|
|
|
9,903
|
|
|
2.1
|
|
|
8,501
|
|
|
2.0
|
|
|||||
Total adjustable-rate loans
|
285,570
|
|
|
45.9
|
|
|
207,769
|
|
|
37.7
|
|
|
148,139
|
|
|
29.5
|
|
|
131,097
|
|
|
28.4
|
|
|
119,648
|
|
|
27.7
|
|
|||||
Total loans
|
621,771
|
|
|
100.0
|
%
|
|
550,509
|
|
|
100.0
|
%
|
|
501,829
|
|
|
100.0
|
%
|
|
461,176
|
|
|
100.0
|
%
|
|
431,874
|
|
|
100.0
|
%
|
|||||
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Deferred fees and discounts
|
(2,228
|
)
|
|
|
|
(1,914
|
)
|
|
|
|
(1,828
|
)
|
|
|
|
(1,707
|
)
|
|
|
|
(1,516
|
)
|
|
|
||||||||||
Allowance for loan losses
|
(5,774
|
)
|
|
|
|
(5,241
|
)
|
|
|
|
(4,822
|
)
|
|
|
|
(4,636
|
)
|
|
|
|
(4,387
|
)
|
|
|
||||||||||
Total loans, net
|
$
|
613,769
|
|
|
|
|
$
|
543,354
|
|
|
|
|
$
|
495,179
|
|
|
|
|
$
|
454,833
|
|
|
|
|
$
|
425,971
|
|
|
|
|
Construction and Land
|
|
Commercial Business
|
|
Total
|
|||||||||||||||
|
Amount
|
|
Weighted
Average Rate
|
|
Amount
|
|
Weighted
Average Rate
|
|
Amount
|
|
Weighted
Average Rate
|
|||||||||
2019
(1)
|
$
|
45,844
|
|
|
5.80
|
%
|
|
$
|
20,641
|
|
|
5.96
|
%
|
|
$
|
66,485
|
|
|
5.85
|
%
|
2020 to 2023
|
16,497
|
|
|
6.85
|
|
|
10,334
|
|
|
5.54
|
|
|
26,831
|
|
|
6.34
|
|
|||
2024 and thereafter
|
2,918
|
|
|
6.44
|
|
|
7,829
|
|
|
5.69
|
|
|
10,747
|
|
|
5.89
|
|
|||
Total
(2)
|
$
|
65,259
|
|
|
6.10
|
%
|
|
$
|
38,804
|
|
|
5.79
|
%
|
|
$
|
104,063
|
|
|
5.98
|
%
|
(1)
|
Includes demand loans, loans having no stated maturity and overdraft loans.
|
(2)
|
Excludes deferred fees of $538,000.
|
|
2018
|
|
2017
|
||||||||||
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||||
Multifamily residential
|
$
|
86,307
|
|
|
34.1
|
%
|
|
$
|
62,879
|
|
|
29.8
|
%
|
Owner-occupied commercial real estate retail
|
9,031
|
|
|
3.6
|
|
|
7,273
|
|
|
3.4
|
|
||
Owner-occupied commercial real estate office buildings
|
20,262
|
|
|
8.0
|
|
|
21,189
|
|
|
10.0
|
|
||
Owner-occupied commercial real estate other
(1)
|
19,851
|
|
|
7.9
|
|
|
20,972
|
|
|
9.9
|
|
||
Non Owner-occupied commercial real estate retail
|
9,057
|
|
|
3.6
|
|
|
10,248
|
|
|
4.9
|
|
||
Non Owner-occupied commercial real estate office buildings
|
14,202
|
|
|
5.6
|
|
|
11,732
|
|
|
5.5
|
|
||
Non owner occupied commercial real estate other
(1)
|
64,590
|
|
|
25.6
|
|
|
40,908
|
|
|
19.4
|
|
||
Warehouses
|
12,818
|
|
|
5.1
|
|
|
17,678
|
|
|
8.4
|
|
||
Gas station/Convenience store
|
8,835
|
|
|
3.5
|
|
|
9,469
|
|
|
4.5
|
|
||
Mobile Home Parks
|
7,691
|
|
|
3.0
|
|
|
8,921
|
|
|
4.2
|
|
||
Total
|
$
|
252,644
|
|
|
100.0
|
%
|
|
$
|
211,269
|
|
|
100.0
|
%
|
(1)
|
Other commercial real estate loans includes schools, churches, storage facilities, restaurants, etc.
|
|
Puget Sound
|
|
Olympic Peninsula
|
|
Other
|
|
Total
|
||||||||
Commercial and multifamily construction
|
$
|
25,250
|
|
|
$
|
—
|
|
|
$
|
5,183
|
|
|
$
|
30,433
|
|
Speculative residential construction
|
13,154
|
|
|
94
|
|
|
—
|
|
|
13,248
|
|
||||
Land acquisition and development and lot loans
|
6,500
|
|
|
3,250
|
|
|
1,548
|
|
|
11,298
|
|
||||
Residential lot loans
|
449
|
|
|
—
|
|
|
—
|
|
|
449
|
|
||||
Residential construction
|
9,110
|
|
|
709
|
|
|
12
|
|
|
9,831
|
|
||||
Total
|
$
|
54,463
|
|
|
$
|
4,053
|
|
|
$
|
6,743
|
|
|
$
|
65,259
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Originations by type:
|
|
|
|
|
|
||||||
Fixed-rate:
|
|
|
|
|
|
||||||
One-to-four family
|
$
|
67,823
|
|
|
$
|
73,560
|
|
|
$
|
137,760
|
|
Home equity
|
4,459
|
|
|
4,538
|
|
|
1,733
|
|
|||
Commercial and multifamily
|
94,725
|
|
|
34,438
|
|
|
20,561
|
|
|||
Construction and land
|
24,303
|
|
|
49,771
|
|
|
31,610
|
|
|||
Manufactured homes
|
7,313
|
|
|
5,106
|
|
|
5,006
|
|
|||
Floating homes
|
20,660
|
|
|
7,409
|
|
|
12,694
|
|
|||
Other consumer
|
3,402
|
|
|
2,360
|
|
|
630
|
|
|||
Commercial business
|
2,277
|
|
|
10,440
|
|
|
6,365
|
|
|||
Total fixed-rate
|
$
|
224,962
|
|
|
$
|
187,622
|
|
|
$
|
216,359
|
|
Adjustable rate:
|
|
|
|
|
|
||||||
One-to-four family
|
44,726
|
|
|
36,130
|
|
|
4,970
|
|
|||
Home equity
|
9,705
|
|
|
5,832
|
|
|
2,067
|
|
|||
Commercial and multifamily
|
55,945
|
|
|
33,155
|
|
|
37,256
|
|
|||
Construction and land
|
—
|
|
|
6,094
|
|
|
629
|
|
|||
Other consumer
|
48
|
|
|
86
|
|
|
81
|
|
|||
Commercial business
|
17,202
|
|
|
7,527
|
|
|
2,131
|
|
|||
Total adjustable-rate
|
$
|
127,626
|
|
|
$
|
88,824
|
|
|
$
|
47,134
|
|
Total loans originated
|
$
|
352,588
|
|
|
$
|
276,446
|
|
|
$
|
263,493
|
|
Purchases by type:
|
|
|
|
|
|
||||||
Commercial business participations
|
—
|
|
|
15,450
|
|
|
2,694
|
|
|||
Total loan participations purchased
|
$
|
—
|
|
|
$
|
15,450
|
|
|
$
|
2,694
|
|
Sales, repayments and participations sold:
|
|
|
|
|
|
||||||
One-to-four family
|
49,966
|
|
|
51,959
|
|
|
85,092
|
|
|||
Commercial and multifamily
|
—
|
|
|
3,136
|
|
|
3,042
|
|
|||
Total loans sold and loan participations
|
49,966
|
|
|
55,095
|
|
|
88,134
|
|
|||
Total principal repayments
|
231,627
|
|
|
188,121
|
|
|
137,400
|
|
|||
Total reductions
|
281,593
|
|
|
243,216
|
|
|
225,534
|
|
|||
Net increase
|
$
|
70,995
|
|
|
$
|
48,680
|
|
|
$
|
40,653
|
|
|
December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Nonperforming loans
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
One- to four-family
|
$
|
1,120
|
|
|
$
|
837
|
|
|
$
|
2,216
|
|
|
$
|
1,640
|
|
|
$
|
1,512
|
|
Home equity
|
359
|
|
|
722
|
|
|
553
|
|
|
428
|
|
|
386
|
|
|||||
Commercial and multifamily
|
534
|
|
|
201
|
|
|
218
|
|
|
—
|
|
|
1,639
|
|
|||||
Construction and land
|
123
|
|
|
92
|
|
|
—
|
|
|
—
|
|
|
81
|
|
|||||
Manufactured homes
|
214
|
|
|
206
|
|
|
120
|
|
|
62
|
|
|
195
|
|
|||||
Other consumer
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|||||
Commercial business
|
317
|
|
|
217
|
|
|
242
|
|
|
—
|
|
|
—
|
|
|||||
Total nonperforming loans
|
$
|
2,667
|
|
|
$
|
2,283
|
|
|
$
|
3,349
|
|
|
$
|
2,130
|
|
|
$
|
3,842
|
|
OREO and repossessed assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
One- to four-family
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
562
|
|
|
$
|
159
|
|
|
$
|
269
|
|
Commercial and multifamily
|
575
|
|
|
600
|
|
|
600
|
|
|
600
|
|
|
—
|
|
|||||
Manufactured homes
|
—
|
|
|
10
|
|
|
10
|
|
|
10
|
|
|
54
|
|
|||||
Total OREO and repossessed assets
|
$
|
575
|
|
|
$
|
610
|
|
|
$
|
1,172
|
|
|
$
|
769
|
|
|
$
|
323
|
|
Total nonperforming assets
|
$
|
3,242
|
|
|
$
|
2,893
|
|
|
$
|
4,521
|
|
|
$
|
2,899
|
|
|
$
|
4,165
|
|
Nonperforming assets as a percentage of total assets
|
0.45
|
%
|
|
0.45
|
%
|
|
0.77
|
%
|
|
0.54
|
%
|
|
0.84
|
%
|
|||||
Performing restructured loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
One- to four- family
|
$
|
1,511
|
|
|
$
|
2,876
|
|
|
$
|
1,977
|
|
|
$
|
2,415
|
|
|
$
|
2,619
|
|
Home equity
|
60
|
|
|
158
|
|
|
144
|
|
|
232
|
|
|
679
|
|
|||||
Commercial and multifamily
|
—
|
|
|
—
|
|
|
361
|
|
|
1,966
|
|
|
1,317
|
|
|||||
Construction and land
|
44
|
|
|
49
|
|
|
83
|
|
|
91
|
|
|
99
|
|
|||||
Manufactured homes
|
130
|
|
|
150
|
|
|
160
|
|
|
255
|
|
|
279
|
|
|||||
Other consumer
|
131
|
|
|
36
|
|
|
40
|
|
|
—
|
|
|
1
|
|
|||||
Commercial business
|
97
|
|
|
—
|
|
|
—
|
|
|
114
|
|
|
123
|
|
|||||
Total performing restructured loans
|
$
|
1,973
|
|
|
$
|
3,269
|
|
|
$
|
2,765
|
|
|
$
|
5,073
|
|
|
$
|
5,117
|
|
(1)
|
Nonperforming loans include $817,000, $445,000, $683,000, $971,000 and $2.3 million in nonperforming troubled debt restructurings as of December 31, 2018, 2017, 2016, 2015 and 2014, respectively. We had no accruing loan 90 days or more delinquent for the periods reported.
|
|
December 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Balance at beginning of period
|
$
|
5,241
|
|
|
$
|
4,822
|
|
|
$
|
4,636
|
|
|
$
|
4,387
|
|
|
$
|
4,177
|
|
Charge-offs:
|
|
|
|
|
|
|
|
|
|
||||||||||
One- to four-family
|
—
|
|
|
—
|
|
|
(72
|
)
|
|
(21
|
)
|
|
(127
|
)
|
|||||
Home equity
|
(7
|
)
|
|
(89
|
)
|
|
(15
|
)
|
|
(35
|
)
|
|
(295
|
)
|
|||||
Commercial and multifamily
|
—
|
|
|
(24
|
)
|
|
(314
|
)
|
|
—
|
|
|
(47
|
)
|
|||||
Construction and land
|
—
|
|
|
—
|
|
|
—
|
|
|
(40
|
)
|
|
—
|
|
|||||
Manufactured homes
|
(12
|
)
|
|
(12
|
)
|
|
—
|
|
|
(37
|
)
|
|
(197
|
)
|
|||||
Other consumer
|
(31
|
)
|
|
(18
|
)
|
|
(42
|
)
|
|
(77
|
)
|
|
(77
|
)
|
|||||
Commercial business
|
—
|
|
|
—
|
|
|
(29
|
)
|
|
—
|
|
|
—
|
|
|||||
Total charge-offs
|
(50
|
)
|
|
(143
|
)
|
|
(472
|
)
|
|
(210
|
)
|
|
(743
|
)
|
|||||
Recoveries:
|
|
|
|
|
|
|
|
|
|
||||||||||
One- to four-family
|
1
|
|
|
—
|
|
|
47
|
|
|
—
|
|
|
64
|
|
|||||
Home equity
|
44
|
|
|
33
|
|
|
78
|
|
|
36
|
|
|
52
|
|
|||||
Commercial and multifamily
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Construction and land
|
—
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|||||
Manufactured homes
|
—
|
|
|
8
|
|
|
8
|
|
|
8
|
|
|
14
|
|
|||||
Other consumer
|
12
|
|
|
20
|
|
|
53
|
|
|
15
|
|
|
21
|
|
|||||
Commercial business
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total recoveries
|
58
|
|
|
62
|
|
|
204
|
|
|
59
|
|
|
153
|
|
|||||
Net recoveries (charge-offs)
|
8
|
|
|
(81
|
)
|
|
(268
|
)
|
|
(151
|
)
|
|
(590
|
)
|
|||||
Provisions charged to operations
|
525
|
|
|
500
|
|
|
454
|
|
|
400
|
|
|
800
|
|
|||||
Balance at end of period
|
$
|
5,774
|
|
|
$
|
5,241
|
|
|
$
|
4,822
|
|
|
$
|
4,636
|
|
|
$
|
4,387
|
|
Net recoveries (charge-offs) during the period as a percentage of average loans outstanding during the period
|
—
|
%
|
|
(0.02
|
)%
|
|
(0.06
|
)%
|
|
(0.03
|
)%
|
|
(0.14
|
)%
|
|||||
Net recoveries (charge-offs) during the period as a percentage of average nonperforming assets
|
0.30
|
%
|
|
(2.12
|
)%
|
|
(6.27
|
)%
|
|
(5.26
|
)%
|
|
(18.65
|
)%
|
|||||
Allowance as a percentage of nonperforming loans
|
216.50
|
%
|
|
229.57
|
%
|
|
143.98
|
%
|
|
217.65
|
%
|
|
114.19
|
%
|
|||||
Allowance as a percentage of total loans (end of period)
|
0.93
|
%
|
|
0.96
|
%
|
|
0.96
|
%
|
|
1.01
|
%
|
|
1.02
|
%
|
|
December 31,
|
|||||||||||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||||||||||||
|
Amount
|
|
Percent of loans
in each category
to total loans
|
|
Amount
|
|
Percent of loans
in each category
to total loans
|
|
Amount
|
|
Percent of loans
in each category
to total loans
|
|
Amount
|
|
Percent of loans
in each category
to total loans
|
|
Amount
|
|
Percent of loans
in each category
to total loans
|
|||||||||||||||
Allocated at end of period to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
One- to four-family
|
$
|
1,314
|
|
|
27.3
|
%
|
|
$
|
1,436
|
|
|
28.5
|
%
|
|
$
|
1,542
|
|
|
30.3
|
%
|
|
$
|
1,839
|
|
|
30.5
|
%
|
|
$
|
1,442
|
|
|
30.9
|
%
|
Home equity
|
202
|
|
|
4.4
|
|
|
293
|
|
|
5.2
|
|
|
378
|
|
|
5.5
|
|
|
607
|
|
|
6.9
|
|
|
601
|
|
|
8.0
|
|
|||||
Commercial and multifamily
|
1,638
|
|
|
40.6
|
|
|
1,250
|
|
|
38.4
|
|
|
1,144
|
|
|
36.1
|
|
|
921
|
|
|
38.0
|
|
|
1,244
|
|
|
39.1
|
|
|||||
Construction and land
|
431
|
|
|
10.6
|
|
|
378
|
|
|
11.2
|
|
|
459
|
|
|
14.1
|
|
|
382
|
|
|
12.4
|
|
|
399
|
|
|
10.7
|
|
|||||
Manufactured homes
|
427
|
|
|
3.2
|
|
|
355
|
|
|
3.1
|
|
|
168
|
|
|
3.1
|
|
|
301
|
|
|
3.0
|
|
|
193
|
|
|
2.9
|
|
|||||
Floating homes
|
265
|
|
|
6.6
|
|
|
169
|
|
|
5.3
|
|
|
132
|
|
|
4.8
|
|
|
102
|
|
|
4.0
|
|
|
90
|
|
|
2.7
|
|
|||||
Other consumer
|
112
|
|
|
1.1
|
|
|
80
|
|
|
0.9
|
|
|
112
|
|
|
0.8
|
|
|
86
|
|
|
1.0
|
|
|
77
|
|
|
1.2
|
|
|||||
Commercial business
|
356
|
|
|
6.2
|
|
|
372
|
|
|
7.4
|
|
|
175
|
|
|
5.3
|
|
|
157
|
|
|
4.2
|
|
|
108
|
|
|
4.5
|
|
|||||
Unallocated
|
1,029
|
|
|
—
|
|
|
908
|
|
|
—
|
|
|
712
|
|
|
—
|
|
|
241
|
|
|
—
|
|
|
233
|
|
|
—
|
|
|||||
Total
|
$
|
5,774
|
|
|
100.0
|
%
|
|
$
|
5,241
|
|
|
100.0
|
%
|
|
$
|
4,822
|
|
|
100.0
|
%
|
|
$
|
4,636
|
|
|
100.0
|
%
|
|
$
|
4,387
|
|
|
100.0
|
%
|
|
December 31,
|
||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||
Securities available-for-sale
|
Amortized
Cost
|
|
Fair
Value
|
|
Amortized
Cost
|
|
Fair
Value
|
|
Amortized
Cost
|
|
Fair
Value
|
||||||||||||
Municipal bonds
|
$
|
3,218
|
|
|
$
|
3,317
|
|
|
$
|
3,240
|
|
|
$
|
3,369
|
|
|
$
|
3,262
|
|
|
$
|
3,353
|
|
Agency mortgage-backed securities
|
1,594
|
|
|
1,640
|
|
|
2,030
|
|
|
2,066
|
|
|
2,858
|
|
|
2,904
|
|
||||||
Non-agency mortgage-backed securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
362
|
|
|
347
|
|
||||||
Total available for sale securities
|
4,812
|
|
|
4,957
|
|
|
5,270
|
|
|
5,435
|
|
|
6,482
|
|
|
6,604
|
|
||||||
FHLB stock
|
4,134
|
|
|
4,134
|
|
|
3,065
|
|
|
3,065
|
|
|
2,840
|
|
|
2,840
|
|
||||||
Total securities
|
$
|
8,946
|
|
|
$
|
9,091
|
|
|
$
|
8,335
|
|
|
$
|
8,500
|
|
|
$
|
9,322
|
|
|
$
|
9,444
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Opening balance
|
$
|
514,400
|
|
|
$
|
467,731
|
|
|
$
|
440,024
|
|
Net deposits
|
35,362
|
|
|
43,648
|
|
|
24,999
|
|
|||
Interest credited
|
3,839
|
|
|
3,021
|
|
|
2,708
|
|
|||
Ending balance
|
$
|
553,601
|
|
|
$
|
514,400
|
|
|
$
|
467,731
|
|
Net increase
|
$
|
39,201
|
|
|
$
|
46,669
|
|
|
$
|
27,707
|
|
Percent increase
|
7.6
|
%
|
|
10.0
|
%
|
|
6.3
|
%
|
|
December 31,
|
|||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
Amount
|
|
Percent of total
|
|
Amount
|
|
Percent of total
|
|
Amount
|
|
Percent of total
|
|||||||||
Noninterest-bearing demand
|
$
|
93,823
|
|
|
17.0
|
%
|
|
$
|
69,094
|
|
|
13.4
|
%
|
|
$
|
60,566
|
|
|
12.9
|
%
|
Interest-bearing demand
|
164,919
|
|
|
29.8
|
|
|
173,413
|
|
|
33.7
|
|
|
150,327
|
|
|
32.1
|
|
|||
Savings
|
54,102
|
|
|
9.8
|
|
|
49,450
|
|
|
9.6
|
|
|
44,879
|
|
|
9.6
|
|
|||
Money market
|
46,689
|
|
|
8.4
|
|
|
54,860
|
|
|
10.7
|
|
|
49,042
|
|
|
10.5
|
|
|||
Escrow
|
2,243
|
|
|
0.4
|
|
|
3,029
|
|
|
0.6
|
|
|
3,175
|
|
|
0.7
|
|
|||
Total non-maturity deposits
|
361,776
|
|
|
65.4
|
|
|
349,846
|
|
|
68.0
|
|
|
307,989
|
|
|
65.8
|
|
|||
Certificates of deposit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
1.99% or below
|
118,478
|
|
|
21.4
|
|
|
154,102
|
|
|
30.0
|
|
|
152,294
|
|
|
32.6
|
|
|||
2.00 - 3.99%
|
73,347
|
|
|
13.2
|
|
|
10,452
|
|
|
2.0
|
|
|
7,448
|
|
|
1.6
|
|
|||
Total certificates of deposit
|
191,825
|
|
|
34.6
|
|
|
164,554
|
|
|
32.0
|
|
|
159,742
|
|
|
34.2
|
|
|||
Total deposits
|
$
|
553,601
|
|
|
100.0
|
%
|
|
$
|
514,400
|
|
|
100.0
|
%
|
|
$
|
467,731
|
|
|
100.0
|
%
|
|
0.00-1.99%
|
|
2.00-3.99%
|
|
Total
|
|
Percent of Total
|
|||||||
Certificate accounts maturing in quarter ending:
|
|
|
|
|
|
|
|
|
|
|||||
March 30, 2019
|
$
|
42,701
|
|
|
$
|
3,304
|
|
|
$
|
46,005
|
|
|
24.0
|
%
|
June 30, 2019
|
26,848
|
|
|
3,134
|
|
|
29,982
|
|
|
15.6
|
|
|||
September 30, 2019
|
12,899
|
|
|
7,730
|
|
|
20,629
|
|
|
10.8
|
|
|||
December 31, 2019
|
4,161
|
|
|
9,971
|
|
|
14,132
|
|
|
7.4
|
|
|||
March 30, 2020
|
4,859
|
|
|
4,227
|
|
|
9,086
|
|
|
4.7
|
|
|||
June 30, 2020
|
3,278
|
|
|
5,636
|
|
|
8,914
|
|
|
4.6
|
|
|||
September 30, 2020
|
2,732
|
|
|
10,349
|
|
|
13,081
|
|
|
6.8
|
|
|||
December 31, 2020
|
1,074
|
|
|
20,897
|
|
|
21,971
|
|
|
11.5
|
|
|||
March 30, 2021
|
3,407
|
|
|
464
|
|
|
3,871
|
|
|
2.0
|
|
|||
June 30, 2021
|
3,562
|
|
|
394
|
|
|
3,956
|
|
|
2.1
|
|
|||
September 30, 2021
|
6,546
|
|
|
51
|
|
|
6,597
|
|
|
3.4
|
|
|||
December 31, 2021
|
1,655
|
|
|
50
|
|
|
1,705
|
|
|
0.9
|
|
|||
Thereafter
|
4,756
|
|
|
7,140
|
|
|
11,896
|
|
|
6.2
|
|
|||
Total
|
$
|
118,478
|
|
|
$
|
73,347
|
|
|
$
|
191,825
|
|
|
100.0
|
%
|
Percent of total
|
61.8
|
%
|
|
38.2
|
%
|
|
100.0
|
%
|
|
|
|
|
Maturity
|
|
|
||||||||||||||||
|
3 months
or less
|
|
Over 3 to
6 months
|
|
Over 6 to
12 months
|
|
Over 12
months
|
|
Total
|
||||||||||
Certificates of deposit less than $100,000
|
$
|
14,790
|
|
|
$
|
12,044
|
|
|
$
|
9,884
|
|
|
$
|
29,237
|
|
|
$
|
65,955
|
|
Certificates of deposit of $100,000 or more
|
31,215
|
|
|
17,938
|
|
|
24,877
|
|
|
51,840
|
|
|
125,870
|
|
|||||
Total certificates of deposit
|
$
|
46,005
|
|
|
$
|
29,982
|
|
|
$
|
34,761
|
|
|
$
|
81,077
|
|
|
$
|
191,825
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Maximum balance:
|
|
|
|
|
|
||||||
FHLB advances
|
$
|
99,500
|
|
|
$
|
61,500
|
|
|
$
|
59,846
|
|
Average balances:
|
|
|
|
|
|
||||||
FHLB advances
|
$
|
69,900
|
|
|
$
|
29,791
|
|
|
$
|
36,609
|
|
Weighted average interest rate:
|
|
|
|
|
|
||||||
FHLB advances
|
2.18
|
%
|
|
1.16
|
%
|
|
0.58
|
%
|
|
As of December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
FHLB advances
|
$
|
84,000
|
|
|
$
|
59,000
|
|
|
$
|
54,792
|
|
Weighted-average interest rate:
|
|
|
|
|
|
|
|
|
|||
FHLB advances
|
2.72
|
%
|
|
1.63
|
%
|
|
0.82
|
%
|
•
|
The Consumer Financial Protection Bureau (the “CFPB”), an independent consumer compliance regulatory agency, was established within the Federal Reserve. The CFPB is empowered to exercise broad regulatory, supervisory and enforcement authority over financial institutions with total assets over $10 billion with respect to both new and existing consumer financial protection laws. Smaller financial institutions, like Sound Community Bank, are subject to supervision and enforcement by their primary federal banking regulator with respect to federal consumer financial protection laws and regulations. The CFPB also has authority to promulgate new consumer financial protection regulations and amend existing consumer financial protection regulations.
|
•
|
The Federal Reserve must require depository institution holding companies to serve as a source of strength for their depository institution subsidiaries.
|
•
|
The prohibition on payment of interest on demand deposits was repealed.
|
•
|
Deposit insurance increased to $250,000.
|
•
|
The deposit insurance assessment base for FDIC insurance is the depository institution’s average consolidated total assets less average tangible equity during the assessment period.
|
•
|
The minimum reserve ratio of the Deposit Insurance Fund ("DIF") increased to 1.35 percent of estimated annual insured deposits or the comparable percentage of the assessment base; however, the FDIC is directed to offset the effect of the increased reserve ratio for insured depository institutions with total consolidated assets of less than $10 billion. Pursuant to the Dodd-Frank Act, the FDIC issued a rule setting a designated reserve ratio at 2.0% of insured deposits.
|
•
|
Tier 1 capital treatment for “hybrid” capital items like trust preferred securities was eliminated subject to various grandfathering and transition rules. The federal banking agencies have promulgated rules on regulatory capital for both depository institutions and their holding companies, including leverage capital and risk-based capital measures at least as stringent as those applicable to Sound Community Bank under the prompt corrective action regulations. See “-Capital Rules”
|
•
|
A separate, non-binding shareholder vote is required regarding golden parachutes for named executive officers when a shareholder vote takes place on mergers, acquisitions, dispositions or other transactions that would trigger the parachute payments.
|
•
|
Securities exchanges are required to prohibit brokers from using their own discretion to vote shares not beneficially owned by them for certain “significant” matters, which include votes on the election of directors, executive compensation matters, and any other matter determined to be significant.
|
•
|
Stock exchanges, not including the OTC Bulletin Board, are prohibited from listing the securities of any issuer that does not have a policy providing for (i) disclosure of its policy on incentive compensation that is based on financial information required to be reported under the securities laws, and (ii) the recovery from current or former executive officers, following an accounting restatement triggered by material noncompliance with securities law reporting requirements, of any incentive compensation paid erroneously during the three-year period preceding the date on which the restatement was required that exceeds the amount that would have been paid on the basis of the restated
|
•
|
require lenders to disclose credit terms in meaningful and consistent ways;
|
•
|
prohibit discrimination against an applicant in a credit transaction;
|
•
|
prohibit discrimination in housing-related lending activities;
|
•
|
require certain lenders to collect and report applicant and borrower data regarding home loans;
|
•
|
require lenders to provide borrowers with information regarding the nature and cost of real estate settlements;
|
•
|
prohibit certain lending practices and limit escrow account amounts with respect to real estate loan transactions;
|
•
|
require financial institutions to implement identity theft prevention programs and measures to protect the confidentiality of consumer financial information; and
|
•
|
prescribe possible penalties for violations of the requirements of consumer protection statutes and regulations.
|
Item 1B.
|
Unresolved Staff Comments
|
Item 2.
|
Properties
|
Location
|
|
Year opened
|
|
Owned or leased
|
|
Lease expiration date
|
Main office:
|
|
|
|
|
|
|
Third and Battery
Seattle, WA 98121
|
|
2017
|
|
Leased
|
|
2029 (1)
|
Branch offices:
|
|
|
|
|
|
|
Cedar Plaza Branch
22807 44th Avenue West
Mountlake Terrace, WA 98043
|
|
2004
|
|
Leased
|
|
2025 (2)
|
Port Angeles Branch
110 N. Alder Street
Port Angeles, WA 98682
|
|
2010
|
|
Leased
|
|
2028 (3)
|
Port Ludlow Branch
9500 Oak Bay Road, Suite A.
Port Ludlow, WA 98365
|
|
2014
|
|
Owned
|
|
|
Seattle Branch
2001 5th Avenue
Seattle, WA 98121
|
|
1993
|
|
Leased
|
|
2020 (4)
|
Sequim Branch
645 W. Washington Street
Sequim, WA 98382
|
|
1997
|
|
Owned
|
|
|
Tacoma Branch
2941 S. 38th Street
Tacoma, WA 98409
|
|
2009
|
|
Leased
|
|
2019 (3)
|
University Place Branch
4922 Bridgeport Way West
University Place, WA 98467
|
|
2017
|
|
Leased
|
|
2023 (2)
|
Loan Production Offices:
|
|
|
|
|
|
|
Creekside Loan Office
990 E. Washington Street, Suite F
Sequim, WA 98382
|
|
2017
|
|
Owned
|
|
|
Madison Park Loan Office
3101 E. Madison Street
Seattle, WA 98112
|
|
2013
|
|
Leased
|
|
2019 (5)
|
(1)
|
Lease has one ten-year renewal option or lessee may choose two five-year renewal options.
|
(2)
|
Lease has one five-year renewal option.
|
(3)
|
Lease has two five-year renewal options.
|
(4)
|
Lease contains no renewal option.
|
(5)
|
Lease has one three-year renewal option. As of February 5, 2019, the renewal option was exercised extending the lease to 2022.
|
Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
Item 6.
|
Selected Financial Data
|
|
As of December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Selected Financial Condition Data:
|
|
|
|
|
|
||||||
Total assets
|
$
|
716,735
|
|
|
$
|
645,244
|
|
|
$
|
588,383
|
|
Total loans held for portfolio, net
|
613,769
|
|
|
543,354
|
|
|
495,179
|
|
|||
Loans held-for-sale
|
1,172
|
|
|
1,777
|
|
|
871
|
|
|||
Available for sale securities, at fair value
|
4,957
|
|
|
5,435
|
|
|
6,604
|
|
|||
Bank-owned life insurance, net
|
13,365
|
|
|
12,750
|
|
|
12,082
|
|
|||
Other real estate owned and repossessed assets, net
|
575
|
|
|
610
|
|
|
1,172
|
|
|||
FHLB stock, at cost
|
4,134
|
|
|
3,065
|
|
|
2,840
|
|
|||
Total deposits
|
553,601
|
|
|
514,400
|
|
|
467,731
|
|
|||
Borrowings
|
84,000
|
|
|
59,000
|
|
|
54,792
|
|
|||
Stockholders' equity
|
$
|
71,627
|
|
|
$
|
65,160
|
|
|
$
|
60,275
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Selected Operations Data:
|
|
|
|
|
|
||||||
Total interest income
|
$
|
32,947
|
|
|
$
|
27,449
|
|
|
$
|
25,050
|
|
Total interest expense
|
5,360
|
|
|
3,368
|
|
|
2,919
|
|
|||
Net interest income
|
27,587
|
|
|
24,081
|
|
|
22,131
|
|
|||
Provision for loan losses
|
525
|
|
|
500
|
|
|
454
|
|
|||
Net interest income after provision for loan losses
|
27,062
|
|
|
23,581
|
|
|
21,677
|
|
|||
Service charges and fee income
|
1,876
|
|
|
1,895
|
|
|
2,508
|
|
|||
Net gain on sale of loans
|
1,258
|
|
|
1,071
|
|
|
1,366
|
|
|||
Mortgage servicing income
|
562
|
|
|
566
|
|
|
907
|
|
|||
Earnings on cash surrender value of Bank Owned Life Insurance
|
320
|
|
|
327
|
|
|
336
|
|
|||
Other income
|
490
|
|
|
—
|
|
|
—
|
|
|||
Total noninterest income
|
4,506
|
|
|
3,859
|
|
|
5,117
|
|
|||
Salaries and benefits
|
12,775
|
|
|
10,733
|
|
|
10,505
|
|
|||
Operations expense
|
5,370
|
|
|
4,348
|
|
|
4,361
|
|
|||
Occupancy expense
|
2,139
|
|
|
1,889
|
|
|
1,526
|
|
|||
Net losses and expenses on OREO and repossessed assets
|
86
|
|
|
110
|
|
|
6
|
|
|||
Other noninterest expense
|
2,453
|
|
|
2,167
|
|
|
2,323
|
|
|||
Total noninterest expense
|
22,823
|
|
|
19,247
|
|
|
18,721
|
|
|||
Income before provision for income taxes
|
8,745
|
|
|
8,193
|
|
|
8,073
|
|
|||
Provision for income taxes
|
1,706
|
|
|
3,068
|
|
|
2,695
|
|
|||
Net income
|
$
|
7,039
|
|
|
$
|
5,125
|
|
|
$
|
5,378
|
|
|
Year Ended December 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Selected Financial Ratios and Other Data:
|
|
|
|
|
|
|||
Performance ratios
:
|
|
|
|
|
|
|||
Return on assets (ratio of net income to average total assets)
|
1.03
|
%
|
|
0.87
|
%
|
|
0.97
|
%
|
Return on equity (ratio of net income to average equity)
|
10.24
|
|
|
8.13
|
|
|
9.37
|
|
Dividend payout ratio
|
19.42
|
|
|
29.37
|
|
|
13.84
|
|
Interest rate spread information:
|
|
|
|
|
|
|||
Average during period
|
4.03
|
|
|
4.15
|
|
|
4.14
|
|
End of period
|
3.81
|
|
|
3.95
|
|
|
4.10
|
|
Net interest margin
(1)
|
4.25
|
|
|
4.30
|
|
|
4.26
|
|
Noninterest income to total net revenue
(2)
|
14.04
|
|
|
13.81
|
|
|
18.78
|
|
Noninterest expense to average total assets
|
3.34
|
|
|
3.25
|
|
|
3.39
|
|
Average interest-earning assets to average interest-bearing liabilities
|
125.94
|
|
|
123.93
|
|
|
120.92
|
|
Efficiency ratio
|
71.12
|
|
|
68.89
|
|
|
68.71
|
|
Asset quality ratios
:
|
|
|
|
|
|
|||
Nonperforming assets to total assets at end of period
|
0.45
|
|
|
0.45
|
|
|
0.77
|
|
Nonperforming loans to total loans
|
0.43
|
|
|
0.42
|
|
|
0.67
|
|
Allowance for loan losses to nonperforming loans
|
216.50
|
|
|
229.57
|
|
|
143.98
|
|
Allowance for loan losses to total loans
|
0.93
|
|
|
0.96
|
|
|
0.96
|
|
Net charge-offs to average loans outstanding
|
—
|
|
|
0.02
|
|
|
0.06
|
|
Capital ratios
:
|
|
|
|
|
|
|||
Equity to total assets at end of period
|
9.99
|
|
|
10.10
|
|
|
10.24
|
|
Average equity to average assets
|
10.08
|
%
|
|
10.64
|
%
|
|
10.39
|
%
|
Other data
:
|
|
|
|
|
|
|||
Number of full service offices
|
8
|
|
|
7
|
|
|
6
|
|
(1)
|
Net interest income divided by average interest earning assets.
|
(2)
|
Noninterest income divided by the sum of noninterest income and net interest income.
|
Item 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
December 31,
|
|
Amount
|
|
Percent
|
|||||||||
|
2018
|
|
2017
|
|
Change
|
|
Change
|
|||||||
One-to-four family
|
$
|
169,830
|
|
|
$
|
157,417
|
|
|
$
|
12,413
|
|
|
7.9
|
%
|
Home equity
|
27,655
|
|
|
28,379
|
|
|
(724
|
)
|
|
(2.6
|
)
|
|||
Commercial and multifamily
|
252,644
|
|
|
211,269
|
|
|
41,375
|
|
|
19.6
|
|
|||
Construction and land
|
65,259
|
|
|
61,482
|
|
|
3,777
|
|
|
6.1
|
|
|||
Manufactured homes
|
20,145
|
|
|
17,111
|
|
|
3,034
|
|
|
17.7
|
|
|||
Floating homes
|
40,806
|
|
|
29,120
|
|
|
11,686
|
|
|
40.1
|
|
|||
Other consumer
|
6,628
|
|
|
4,902
|
|
|
1,726
|
|
|
35.2
|
|
|||
Commercial business
|
38,804
|
|
|
40,829
|
|
|
(2,025
|
)
|
|
(5.0
|
)
|
|||
Total loans
|
$
|
621,771
|
|
|
$
|
550,509
|
|
|
$
|
71,262
|
|
|
12.9
|
%
|
|
December 31,
|
|
Amount
|
|
Percent
|
|||||||||
|
2018
|
|
2017
|
|
Change
|
|
Change
|
|||||||
Nonaccrual loans
|
$
|
2,541
|
|
|
$
|
2,149
|
|
|
$
|
392
|
|
|
18.2
|
%
|
Performing TDRs
|
126
|
|
|
134
|
|
|
(8
|
)
|
|
(6.0
|
)
|
|||
OREO and repossessed assets
|
575
|
|
|
610
|
|
|
(35
|
)
|
|
(5.7
|
)
|
|||
Total
|
$
|
3,242
|
|
|
$
|
2,893
|
|
|
$
|
349
|
|
|
12.1
|
%
|
|
Year Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
Balance at beginning of period
|
$
|
5,241
|
|
|
$
|
4,822
|
|
Charge-offs
|
(50
|
)
|
|
(143
|
)
|
||
Recoveries
|
58
|
|
|
62
|
|
||
Net recoveries (charge-offs)
|
8
|
|
|
(81
|
)
|
||
Provisions charged to operations
|
525
|
|
|
500
|
|
||
Balance at end of period
|
$
|
5,774
|
|
|
$
|
5,241
|
|
Ratio of net charge-offs during the period to average loans outstanding during the period
|
—
|
%
|
|
0.02
|
%
|
||
Allowance as a percentage of nonperforming loans
|
216.50
|
%
|
|
229.57
|
%
|
||
Allowance as a percentage of total loans (end of period)
|
0.93
|
%
|
|
0.96
|
%
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||
|
Amount
|
|
Wtd. Avg. Rate
|
|
Amount
|
|
Wtd. Avg. Rate
|
||||||
Noninterest-bearing demand
|
$
|
93,823
|
|
|
—
|
%
|
|
$
|
69,094
|
|
|
—
|
%
|
Interest-bearing demand
|
164,919
|
|
|
0.47
|
|
|
173,413
|
|
|
0.43
|
|
||
Savings
|
54,102
|
|
|
0.29
|
|
|
49,450
|
|
|
0.21
|
|
||
Money market
|
46,689
|
|
|
0.24
|
|
|
54,860
|
|
|
0.21
|
|
||
Certificates
|
191,825
|
|
|
1.58
|
|
|
164,554
|
|
|
1.33
|
|
||
Escrow
|
2,243
|
|
|
—
|
|
|
3,029
|
|
|
—
|
|
||
Total
|
$
|
553,601
|
|
|
0.71
|
%
|
|
$
|
514,400
|
|
|
0.61
|
%
|
|
December 31,
|
|||||||||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||||||||||||||
|
Average
Outstanding
Balance
|
|
Interest
Earned/
Paid
|
|
Yield/
Rate
|
|
Average
Outstanding
Balance
|
|
Interest
Earned/
Paid
|
|
Yield/
Rate
|
|
Average
Outstanding
Balance
|
|
Interest
Earned/
Paid
|
|
Yield/
Rate
|
|||||||||||||||
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Loans
(1)
|
$
|
589,205
|
|
|
$
|
31,661
|
|
|
5.37
|
%
|
|
$
|
508,520
|
|
|
$
|
26,707
|
|
|
5.25
|
%
|
|
$
|
474,356
|
|
|
$
|
24,608
|
|
|
5.19
|
%
|
Investments and interest bearing accounts
|
60,628
|
|
|
1,286
|
|
|
2.12
|
|
|
51,747
|
|
|
742
|
|
|
1.43
|
|
|
45,613
|
|
|
442
|
|
|
0.97
|
|
||||||
Total interest-earning assets
(1)
|
649,833
|
|
|
32,947
|
|
|
5.07
|
|
|
560,267
|
|
|
27,449
|
|
|
4.90
|
|
|
519,969
|
|
|
25,050
|
|
|
4.82
|
|
||||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Savings and money market accounts
|
100,639
|
|
|
200
|
|
|
0.20
|
|
|
101,717
|
|
|
164
|
|
|
0.16
|
|
|
92,741
|
|
|
147
|
|
|
0.16
|
|
||||||
Demand and NOW accounts
|
170,518
|
|
|
874
|
|
|
0.51
|
|
|
163,009
|
|
|
744
|
|
|
0.46
|
|
|
135,465
|
|
|
529
|
|
|
0.39
|
|
||||||
Certificate accounts
|
174,922
|
|
|
2,765
|
|
|
1.58
|
|
|
157,575
|
|
|
2,113
|
|
|
1.34
|
|
|
165,210
|
|
|
2,032
|
|
|
1.23
|
|
||||||
Borrowings
|
69,900
|
|
|
1,521
|
|
|
2.18
|
|
|
29,791
|
|
|
347
|
|
|
1.16
|
|
|
36,609
|
|
|
211
|
|
|
0.58
|
|
||||||
Total interest-bearing liabilities
|
515,979
|
|
|
5,360
|
|
|
1.04
|
%
|
|
452,092
|
|
|
3,368
|
|
|
0.74
|
%
|
|
430,025
|
|
|
2,919
|
|
|
0.68
|
|
||||||
Net interest income
|
|
|
|
$
|
27,587
|
|
|
|
|
|
|
|
$
|
24,081
|
|
|
|
|
|
|
|
|
$
|
22,131
|
|
|
|
|
||||
Net interest rate spread
|
|
|
|
|
|
|
4.03
|
%
|
|
|
|
|
|
|
|
4.15
|
%
|
|
|
|
|
|
|
|
4.14
|
%
|
||||||
Net earning assets
|
$
|
133,854
|
|
|
|
|
|
|
|
|
$
|
108,175
|
|
|
|
|
|
|
|
|
$
|
89,944
|
|
|
|
|
|
|
|
|||
Net interest margin
|
|
|
|
|
|
|
4.25
|
%
|
|
|
|
|
|
|
|
4.30
|
%
|
|
|
|
|
|
|
|
4.26
|
%
|
||||||
Average interest-earning assets to average interest-bearing liabilities
|
|
|
|
125.94
|
%
|
|
|
|
|
|
|
|
123.93
|
%
|
|
|
|
|
|
|
|
120.92
|
%
|
|
|
|
(1)
|
Calculated net of deferred loan fees, loan discounts and loans in process.
|
|
Year Ended December 31,
2018 vs. 2017
|
|
Year Ended December 31,
2017 vs. 2016
|
||||||||||||||||||||
|
Increase (Decrease) due to
|
|
Total
Increase
|
|
Increase (Decrease) due to
|
|
Total
Increase
|
||||||||||||||||
|
Volume
|
|
Rate
|
|
Volume
|
|
Rate
|
|
|||||||||||||||
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loans
|
$
|
4,336
|
|
|
$
|
618
|
|
|
$
|
4,954
|
|
|
$
|
1,794
|
|
|
$
|
305
|
|
|
$
|
2,099
|
|
Investments and interest bearing accounts
|
188
|
|
|
356
|
|
|
544
|
|
|
88
|
|
|
212
|
|
|
300
|
|
||||||
Total interest-earning assets
|
4,524
|
|
|
974
|
|
|
5,498
|
|
|
1,882
|
|
|
517
|
|
|
2,399
|
|
||||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Savings and Money Market accounts
|
(2
|
)
|
|
38
|
|
|
36
|
|
|
14
|
|
|
3
|
|
|
17
|
|
||||||
Demand and NOW accounts
|
38
|
|
|
92
|
|
|
130
|
|
|
126
|
|
|
89
|
|
|
215
|
|
||||||
Certificate accounts
|
274
|
|
|
378
|
|
|
652
|
|
|
(102
|
)
|
|
183
|
|
|
81
|
|
||||||
Borrowings
|
873
|
|
|
301
|
|
|
1,174
|
|
|
(79
|
)
|
|
215
|
|
|
136
|
|
||||||
Total interest-bearing liabilities
|
$
|
1,183
|
|
|
$
|
809
|
|
|
$
|
1,992
|
|
|
$
|
(41
|
)
|
|
$
|
490
|
|
|
$
|
449
|
|
Change in net interest income
|
|
|
|
|
|
|
$
|
3,506
|
|
|
|
|
|
|
|
|
$
|
1,950
|
|
|
Year Ended December 31,
|
|
Amount
|
|
Percent
|
|||||||||
|
2018
|
|
2017
|
|
Change
|
|
Change
|
|||||||
Service charges and fee income
|
$
|
1,876
|
|
|
$
|
1,895
|
|
|
$
|
(19
|
)
|
|
(1.0
|
)%
|
Earnings on cash surrender value of bank owned life insurance
|
320
|
|
|
327
|
|
|
(7
|
)
|
|
(2.1
|
)
|
|||
Mortgage servicing income
|
562
|
|
|
566
|
|
|
(4
|
)
|
|
(0.7
|
)
|
|||
Net gain on sale of loans
|
1,258
|
|
|
1,071
|
|
|
187
|
|
|
17.5
|
|
|||
Other income
|
490
|
|
|
—
|
|
|
490
|
|
|
NM
|
|
|||
Total noninterest income
|
$
|
4,506
|
|
|
$
|
3,859
|
|
|
$
|
647
|
|
|
16.8
|
%
|
|
Year Ended December 31,
|
|
Amount
|
|
Percent
|
|||||||||
|
2018
|
|
2017
|
|
Change
|
|
Change
|
|||||||
Salaries and benefits
|
$
|
12,775
|
|
|
$
|
10,733
|
|
|
$
|
2,042
|
|
|
19.0
|
%
|
Operations
|
5,370
|
|
|
4,348
|
|
|
1,022
|
|
|
23.5
|
|
|||
Regulatory assessments
|
432
|
|
|
431
|
|
|
1
|
|
|
0.2
|
|
|||
Occupancy
|
2,139
|
|
|
1,889
|
|
|
250
|
|
|
13.2
|
|
|||
Data processing
|
2,021
|
|
|
1,736
|
|
|
285
|
|
|
16.4
|
|
|||
Losses and expenses on OREO and repossessed assets
|
86
|
|
|
110
|
|
|
(24
|
)
|
|
(21.8
|
)
|
|||
Total noninterest expense
|
$
|
22,823
|
|
|
$
|
19,247
|
|
|
$
|
3,576
|
|
|
18.6
|
%
|
Off-balance sheet loan commitments:
|
Amoun
t
|
||
Residential mortgage commitments
|
$
|
3,176
|
|
Unfunded construction commitments
|
60,632
|
|
|
Unused lines of credit
|
45,315
|
|
|
Irrevocable letters of credit
|
1,460
|
|
|
Total loan commitments
|
$
|
110,583
|
|
|
|
Actual
|
|
Minimum Capital
Requirements
|
|
Minimum Required to be
Well-Capitalized Under Prompt
Corrective Action Provisions
|
|||||||||||||||
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
Tier 1 Capital to average total adjusted assets
(1)
|
|
$
|
69,685
|
|
|
9.73
|
%
|
|
$
|
28,659
|
|
|
4.0
|
%
|
|
$
|
35,824
|
|
|
5.0
|
%
|
Common Equity Tier 1 to risk-weighted assets
(2)
|
|
69,685
|
|
|
11.76
|
|
|
26,665
|
|
|
4.5
|
|
|
38,516
|
|
|
6.5
|
|
|||
Tier 1 Capital to risk-weighted assets
(2)
|
|
69,685
|
|
|
11.76
|
|
|
35,553
|
|
|
6.0
|
|
|
47,404
|
|
|
8.0
|
|
|||
Total Capital to risk-weighted assets
(2)
|
|
$
|
75,874
|
|
|
12.80
|
%
|
|
$
|
47,404
|
|
|
8.0
|
%
|
|
$
|
59,255
|
|
|
10.0
|
%
|
(1)
|
Based on total adjusted assets of $716,475 at
December 31, 2018
.
|
(2)
|
Based on risk-weighted assets of $592,551 at
December 31, 2018
.
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
December 31, 2018
|
||||||||||||||
Change in Interest Rates in Basis Points (bps)
|
|
Economic Value of Equity
|
|
EVE
Ratio %
|
||||||||||
$ Amount
|
|
$ Change
|
|
% Change
|
|
|||||||||
+400
|
|
$
|
91,450
|
|
|
$
|
(385
|
)
|
|
(0.42
|
)%
|
|
13.84
|
%
|
+300
|
|
93,214
|
|
|
1,379
|
|
|
1.50
|
|
|
13.86
|
|
||
+200
|
|
94,125
|
|
|
2,290
|
|
|
2.49
|
|
|
13.76
|
|
||
+100
|
|
93,732
|
|
|
1,897
|
|
|
2.07
|
|
|
13.47
|
|
||
0
|
|
91,835
|
|
|
—
|
|
|
—
|
|
|
12.97
|
|
||
-100
|
|
88,733
|
|
|
(3,102
|
)
|
|
(3.38
|
)
|
|
12.34
|
|
||
-200
|
|
$
|
79,203
|
|
|
$
|
(12,633
|
)
|
|
(13.76
|
)%
|
|
10.84
|
%
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
61,810
|
|
|
$
|
60,680
|
|
Available-for-sale securities, at fair value
|
4,957
|
|
|
5,435
|
|
||
Loans held-for-sale
|
1,172
|
|
|
1,777
|
|
||
Loans held for portfolio
|
619,543
|
|
|
548,595
|
|
||
Allowance for loan losses
|
(5,774
|
)
|
|
(5,241
|
)
|
||
Total loans held for portfolio, net
|
613,769
|
|
|
543,354
|
|
||
Accrued interest receivable
|
2,287
|
|
|
1,977
|
|
||
Bank-owned life insurance, net
|
13,365
|
|
|
12,750
|
|
||
Other real estate owned ("OREO") and repossessed assets, net
|
575
|
|
|
610
|
|
||
Mortgage servicing rights, at fair value
|
3,414
|
|
|
3,426
|
|
||
Federal Home Loan Bank ("FHLB") stock, at cost
|
4,134
|
|
|
3,065
|
|
||
Premises and equipment, net
|
7,044
|
|
|
7,392
|
|
||
Other assets
|
4,208
|
|
|
4,778
|
|
||
Total assets
|
$
|
716,735
|
|
|
$
|
645,244
|
|
LIABILITIES
|
|
|
|
||||
Deposits
|
|
|
|
||||
Interest-bearing
|
$
|
457,535
|
|
|
$
|
442,277
|
|
Noninterest-bearing demand
|
96,066
|
|
|
72,123
|
|
||
Total deposits
|
553,601
|
|
|
514,400
|
|
||
Borrowings
|
84,000
|
|
|
59,000
|
|
||
Accrued interest payable
|
137
|
|
|
77
|
|
||
Other liabilities
|
6,681
|
|
|
5,972
|
|
||
Advance payments from borrowers for taxes and insurance
|
689
|
|
|
635
|
|
||
Total liabilities
|
645,108
|
|
|
580,084
|
|
||
COMMITMENTS AND CONTINGENCIES (NOTE 7 and 17)
|
|
|
|
|
|
||
STOCKHOLDERS' EQUITY
|
|
|
|
||||
Preferred stock, $0.01 par value, 10,000,000 shares authorized, none issued or outstanding
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value, 40,000,000 shares authorized, 2,544,059 and 2,511,127 issued and outstanding as of December 31, 2018 and 2017, respectively
|
25
|
|
|
25
|
|
||
Additional paid-in capital
|
25,663
|
|
|
24,986
|
|
||
Unearned shares - Employee Stock Ownership Plan ("ESOP")
|
(340
|
)
|
|
(453
|
)
|
||
Retained earnings
|
46,165
|
|
|
40,493
|
|
||
Accumulated other comprehensive income, net of tax
|
114
|
|
|
109
|
|
||
Total stockholders' equity
|
71,627
|
|
|
65,160
|
|
||
Total liabilities and stockholders' equity
|
$
|
716,735
|
|
|
$
|
645,244
|
|
|
Year Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
INTEREST INCOME
|
|
|
|
||||
Loans, including fees
|
$
|
31,661
|
|
|
$
|
26,707
|
|
Interest and dividends on investments, cash and cash equivalents
|
1,286
|
|
|
742
|
|
||
Total interest income
|
32,947
|
|
|
27,449
|
|
||
INTEREST EXPENSE
|
|
|
|
||||
Deposits
|
3,839
|
|
|
3,021
|
|
||
Borrowings
|
1,521
|
|
|
347
|
|
||
Total interest expense
|
5,360
|
|
|
3,368
|
|
||
Net interest income
|
27,587
|
|
|
24,081
|
|
||
PROVISION FOR LOAN LOSSES
|
525
|
|
|
500
|
|
||
Net interest income after provision for loan losses
|
27,062
|
|
|
23,581
|
|
||
NONINTEREST INCOME
|
|
|
|
||||
Service charges and fee income
|
1,876
|
|
|
1,895
|
|
||
Earnings on cash surrender value of bank-owned life insurance
|
320
|
|
|
327
|
|
||
Mortgage servicing income
|
562
|
|
|
566
|
|
||
Net gain on sale of loans
|
1,258
|
|
|
1,071
|
|
||
Other income
|
490
|
|
|
—
|
|
||
Total noninterest income
|
4,506
|
|
|
3,859
|
|
||
NONINTEREST EXPENSE
|
|
|
|
||||
Salaries and benefits
|
12,775
|
|
|
10,733
|
|
||
Operations
|
5,370
|
|
|
4,348
|
|
||
Occupancy
|
2,139
|
|
|
1,889
|
|
||
Data processing
|
2,021
|
|
|
1,736
|
|
||
Regulatory assessments
|
432
|
|
|
431
|
|
||
Net loss and expenses on OREO and repossessed assets
|
86
|
|
|
110
|
|
||
Total noninterest expense
|
22,823
|
|
|
19,247
|
|
||
Income before provision for income taxes
|
8,745
|
|
|
8,193
|
|
||
Provision for income taxes
|
1,706
|
|
|
3,068
|
|
||
Net income
|
7,039
|
|
|
5,125
|
|
||
Earnings per common share:
|
|
|
|
||||
Basic
|
$
|
2.82
|
|
|
$
|
2.05
|
|
Diluted
|
$
|
2.74
|
|
|
$
|
2.00
|
|
Weighted average number of common shares outstanding:
|
|
|
|
||||
Basic
|
2,498,161
|
|
|
2,504,430
|
|
||
Diluted
|
2,567,165
|
|
|
2,568,082
|
|
|
Year Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
Net income
|
$
|
7,039
|
|
|
$
|
5,125
|
|
Available for sale securities:
|
|
|
|
||||
Unrealized gains arising during the year
|
7
|
|
|
43
|
|
||
Income tax expense related to unrealized gains/losses
|
(2
|
)
|
|
(15
|
)
|
||
Other comprehensive income, net of tax
|
5
|
|
|
28
|
|
||
Comprehensive income
|
$
|
7,044
|
|
|
$
|
5,153
|
|
|
Shares
|
|
Common Stock
|
|
Additional
Paid-in Capital
|
|
Unearned
ESOP Shares
|
|
Retained
Earnings
|
|
Accumulated Other Comprehensive
Income, net of tax
|
|
Total
Stockholders' Equity
|
|||||||||||||
Balance at December 31, 2016
|
2,498,804
|
|
|
$
|
25
|
|
|
$
|
23,979
|
|
|
$
|
(683
|
)
|
|
$
|
36,873
|
|
|
$
|
81
|
|
|
$
|
60,275
|
|
Net income
|
|
|
|
|
|
|
|
|
5,125
|
|
|
|
|
5,125
|
|
|||||||||||
Other comprehensive loss, net of tax
|
|
|
|
|
|
|
|
|
|
|
28
|
|
|
28
|
|
|||||||||||
Share-based compensation
|
|
|
|
|
523
|
|
|
|
|
|
|
|
|
523
|
|
|||||||||||
Restricted stock awards
|
576
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||
Cash dividends on common stock ($0.60 per share)
|
|
|
|
|
|
|
|
|
(1,505
|
)
|
|
|
|
(1,505
|
)
|
|||||||||||
Common stock repurchased
|
(3,353
|
)
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||
Common stock options exercised
|
15,100
|
|
|
|
|
43
|
|
|
|
|
|
|
|
|
43
|
|
||||||||||
Allocation of ESOP shares
|
|
|
|
|
441
|
|
|
230
|
|
|
|
|
|
|
671
|
|
||||||||||
Balance at December 31, 2017
|
2,511,127
|
|
|
$
|
25
|
|
|
$
|
24,986
|
|
|
$
|
(453
|
)
|
|
$
|
40,493
|
|
|
$
|
109
|
|
|
$
|
65,160
|
|
|
Shares
|
|
Common Stock
|
|
Additional
Paid-in Capital
|
|
Unearned
ESOP Shares
|
|
Retained
Earnings
|
|
Accumulated Other Comprehensive
Income, net of tax
|
|
Total
Stockholders' Equity
|
|||||||||||||
Balance at December 31, 2017
|
2,511,127
|
|
|
$
|
25
|
|
|
$
|
24,986
|
|
|
$
|
(453
|
)
|
|
$
|
40,493
|
|
|
$
|
109
|
|
|
$
|
65,160
|
|
Net income
|
|
|
|
|
|
|
|
|
7,039
|
|
|
|
|
7,039
|
|
|||||||||||
Other comprehensive income, net of tax
|
|
|
|
|
(22
|
)
|
|
|
|
|
|
5
|
|
|
(17
|
)
|
||||||||||
Share-based compensation
|
|
|
|
|
273
|
|
|
|
|
|
|
|
|
273
|
|
|||||||||||
Restricted stock awards
|
323
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||
Cash dividends on common stock ($0.54 per share)
|
|
|
|
|
|
|
|
|
(1,367
|
)
|
|
|
|
(1,367
|
)
|
|||||||||||
Common stock repurchased
|
(16,314
|
)
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||
Restricted shares forfeited
|
(343)
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
||||||||||||
Common stock options exercised
|
49,266
|
|
|
|
|
118
|
|
|
|
|
|
|
|
|
118
|
|
||||||||||
Allocation of ESOP shares
|
|
|
|
|
308
|
|
|
113
|
|
|
|
|
|
|
421
|
|
||||||||||
Balance at December 31, 2018
|
2,544,059
|
|
|
$
|
25
|
|
|
$
|
25,663
|
|
|
$
|
(340
|
)
|
|
$
|
46,165
|
|
|
$
|
114
|
|
|
$
|
71,627
|
|
|
Year Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
||||
Net income
|
$
|
7,039
|
|
|
$
|
5,125
|
|
Adjustments to reconcile net income to net cash from operating activities:
|
|
|
|
||||
Amortization (accretion) of net premiums/discounts on investments
|
41
|
|
|
(2
|
)
|
||
Provision for loan losses
|
525
|
|
|
500
|
|
||
Depreciation and amortization
|
989
|
|
|
943
|
|
||
Compensation expense related to stock options and restricted stock
|
273
|
|
|
523
|
|
||
Change in fair value of mortgage servicing rights
|
513
|
|
|
135
|
|
||
Increase in cash surrender value of BOLI
|
(320
|
)
|
|
(327
|
)
|
||
Net change in advances from borrowers for taxes and insurance
|
54
|
|
|
(3
|
)
|
||
Deferred income tax
|
69
|
|
|
106
|
|
||
Net gain on sale of loans
|
(1,258
|
)
|
|
(1,071
|
)
|
||
Proceeds from sale of loans held-for-sale
|
49,341
|
|
|
51,959
|
|
||
Originations of loans held-for-sale
|
(47,979
|
)
|
|
(51,794
|
)
|
||
Net loss on OREO and repossessed assets
|
74
|
|
|
94
|
|
||
Change in operating assets and liabilities:
|
|
|
|
||||
Accrued interest receivable
|
(310
|
)
|
|
(161
|
)
|
||
Other assets
|
505
|
|
|
(305
|
)
|
||
Accrued interest payable
|
60
|
|
|
4
|
|
||
Other liabilities
|
709
|
|
|
1,098
|
|
||
Net cash provided by operating activities
|
10,325
|
|
|
6,824
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
||||
Proceeds from principal payments, maturities and sales of available for sale securities
|
416
|
|
|
1,214
|
|
||
Net increase in loans
|
(70,995
|
)
|
|
(48,651
|
)
|
||
Purchase of BOLI
|
(295
|
)
|
|
(341
|
)
|
||
Proceeds from sale of OREO and other repossessed assets
|
16
|
|
|
468
|
|
||
Purchases of premises and equipment, net
|
(641
|
)
|
|
(2,474
|
)
|
||
Net cash received from branch acquisition
|
—
|
|
|
13,671
|
|
||
Net cash used in investing activities
|
(71,499
|
)
|
|
(36,113
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
||||
Net increase in deposits
|
39,201
|
|
|
32,195
|
|
||
Proceeds from borrowings
|
262,000
|
|
|
229,000
|
|
||
Repayment of borrowings
|
(237,000
|
)
|
|
(224,792
|
)
|
||
FHLB stock purchased
|
(1,069
|
)
|
|
(225
|
)
|
||
ESOP shares released
|
421
|
|
|
671
|
|
||
Proceeds from common stock option exercises
|
118
|
|
|
43
|
|
||
Dividends paid on common stock
|
(1,367
|
)
|
|
(1,505
|
)
|
||
Net cash provided by financing activities
|
62,304
|
|
|
35,387
|
|
||
Net increase in cash and cash equivalents
|
1,130
|
|
|
6,098
|
|
||
Cash and cash equivalents, beginning of year
|
60,680
|
|
|
54,582
|
|
||
Cash and cash equivalents, end of year
|
$
|
61,810
|
|
|
$
|
60,680
|
|
|
|
|
|
||||
SUPPLEMENTAL CASH FLOW INFORMATION
|
|
|
|
||||
Cash paid for income taxes
|
$
|
2,670
|
|
|
$
|
2,460
|
|
Interest paid on deposits and borrowings
|
5,300
|
|
|
3,364
|
|
||
Noncash net transfer from loans to OREO and repossessed assets
|
55
|
|
|
—
|
|
||
Acquired assets
|
—
|
|
|
803
|
|
||
Assumed liabilities
|
$
|
—
|
|
|
$
|
14,474
|
|
|
Amortized
Cost
|
|
Gross
Unrealized Gains
|
|
Gross
Unrealized Losses
|
|
Estimated
Fair Value
|
||||||||
December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Municipal bonds
|
$
|
3,218
|
|
|
$
|
122
|
|
|
$
|
(23
|
)
|
|
$
|
3,317
|
|
Agency mortgage-backed securities
|
1,594
|
|
|
46
|
|
|
—
|
|
|
1,640
|
|
||||
Total
|
$
|
4,812
|
|
|
$
|
168
|
|
|
$
|
(23
|
)
|
|
$
|
4,957
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2017
|
|
|
|
|
|
|
|
||||||||
Municipal bonds
|
$
|
3,240
|
|
|
$
|
155
|
|
|
$
|
(26
|
)
|
|
$
|
3,369
|
|
Agency mortgage-backed securities
|
2,030
|
|
|
36
|
|
|
—
|
|
|
2,066
|
|
||||
Total
|
$
|
5,270
|
|
|
$
|
191
|
|
|
$
|
(26
|
)
|
|
$
|
5,435
|
|
|
December 31, 2018
|
|||||||||
|
Amortized
Cost
|
|
Fair
Value
|
|
Weighted-Average Yield
|
|||||
Due in one to five years
|
$
|
1,566
|
|
|
$
|
1,550
|
|
|
1.93
|
%
|
Due after five to ten years
|
460
|
|
|
485
|
|
|
4.75
|
|
||
Due after ten years
|
1,192
|
|
|
1,282
|
|
|
5.43
|
|
||
Mortgage-backed securities
|
1,594
|
|
|
1,640
|
|
|
4.14
|
|
||
Total
|
$
|
4,812
|
|
|
$
|
4,957
|
|
|
3.82
|
%
|
|
December 31, 2018
|
||||||||||||||||||||||
|
Less Than 12 Months
|
|
12 Months or Longer
|
|
Total
|
||||||||||||||||||
|
Fair
Value
|
|
Unrealized
Loss
|
|
Fair
Value
|
|
Unrealized
Loss
|
|
Fair
Value
|
|
Unrealized
Loss
|
||||||||||||
Municipal bonds
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,283
|
|
|
$
|
(23
|
)
|
|
$
|
1,283
|
|
|
$
|
(23
|
)
|
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,283
|
|
|
$
|
(23
|
)
|
|
$
|
1,283
|
|
|
$
|
(23
|
)
|
|
December 31, 2017
|
||||||||||||||||||||||
|
Less Than 12 Months
|
|
12 Months or Longer
|
|
Total
|
||||||||||||||||||
|
Fair
Value
|
|
Unrealized
Loss
|
|
Fair
Value
|
|
Unrealized
Loss
|
|
Fair
Value
|
|
Unrealized
Loss
|
||||||||||||
Municipal bonds
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,302
|
|
|
$
|
(26
|
)
|
|
$
|
1,302
|
|
|
$
|
(26
|
)
|
Total
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,302
|
|
|
$
|
(26
|
)
|
|
$
|
1,302
|
|
|
$
|
(26
|
)
|
|
At December 31,
|
||||||
|
2018
|
|
2017
|
||||
Real estate loans:
|
|
|
|
||||
One-to-four family
|
$
|
169,830
|
|
|
$
|
157,417
|
|
Home equity
|
27,655
|
|
|
28,379
|
|
||
Commercial and multifamily
|
252,644
|
|
|
211,269
|
|
||
Construction and land
|
65,259
|
|
|
61,482
|
|
||
Total real estate loans
|
515,388
|
|
|
458,547
|
|
||
Consumer loans:
|
|
|
|
||||
Manufactured homes
|
20,145
|
|
|
17,111
|
|
||
Floating homes
|
40,806
|
|
|
29,120
|
|
||
Other consumer
|
6,628
|
|
|
4,902
|
|
||
Total consumer loans
|
67,579
|
|
|
51,133
|
|
||
Commercial business loans
|
38,804
|
|
|
40,829
|
|
||
Total loans
|
621,771
|
|
|
550,509
|
|
||
Deferred fees
|
(2,228
|
)
|
|
(1,914
|
)
|
||
Total loans, gross
|
619,543
|
|
|
548,595
|
|
||
Allowance for loan losses
|
(5,774
|
)
|
|
(5,241
|
)
|
||
Total loans, net
|
$
|
613,769
|
|
|
$
|
543,354
|
|
|
Allowance: Individually evaluated for impairment
|
|
Allowance: Collectively evaluated for impairment
|
|
Ending balance
|
|
Loans held for investment: Individually evaluated for impairment
|
|
Loans held for investment: Collectively evaluated for impairment
|
|
Ending balance
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
One-to-four family
|
$
|
228
|
|
|
$
|
1,086
|
|
|
$
|
1,314
|
|
|
$
|
2,760
|
|
|
$
|
167,070
|
|
|
$
|
169,830
|
|
Home equity
|
25
|
|
|
177
|
|
|
202
|
|
|
440
|
|
|
27,215
|
|
|
27,655
|
|
||||||
Commercial and multifamily
|
—
|
|
|
1,638
|
|
|
1,638
|
|
|
702
|
|
|
251,942
|
|
|
252,644
|
|
||||||
Construction and land
|
8
|
|
|
423
|
|
|
431
|
|
|
163
|
|
|
65,096
|
|
|
65,259
|
|
||||||
Manufactured homes
|
299
|
|
|
128
|
|
|
427
|
|
|
424
|
|
|
19,721
|
|
|
20,145
|
|
||||||
Floating homes
|
—
|
|
|
265
|
|
|
265
|
|
|
—
|
|
|
40,806
|
|
|
40,806
|
|
||||||
Other consumer
|
64
|
|
|
48
|
|
|
112
|
|
|
157
|
|
|
6,471
|
|
|
6,628
|
|
||||||
Commercial business
|
112
|
|
|
244
|
|
|
356
|
|
|
1,192
|
|
|
37,612
|
|
|
38,804
|
|
||||||
Unallocated
|
—
|
|
|
1,029
|
|
|
1,029
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
736
|
|
|
$
|
5,038
|
|
|
$
|
5,774
|
|
|
$
|
5,838
|
|
|
$
|
615,933
|
|
|
$
|
621,771
|
|
|
Allowance: Individually evaluated for impairment
|
|
Allowance: Collectively evaluated for impairment
|
|
Ending balance
|
|
Loans held for investment: Individually evaluated for impairment
|
|
Loans held for investment: Collectively evaluated for impairment
|
|
Ending balance
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
One-to-four family
|
$
|
555
|
|
|
$
|
881
|
|
|
$
|
1,436
|
|
|
$
|
6,256
|
|
|
$
|
151,161
|
|
|
$
|
157,417
|
|
Home equity
|
120
|
|
|
173
|
|
|
293
|
|
|
1,028
|
|
|
27,351
|
|
|
28,379
|
|
||||||
Commercial and multifamily
|
—
|
|
|
1,250
|
|
|
1,250
|
|
|
1,699
|
|
|
209,570
|
|
|
211,269
|
|
||||||
Construction and land
|
13
|
|
|
365
|
|
|
378
|
|
|
141
|
|
|
61,341
|
|
|
61,482
|
|
||||||
Manufactured homes
|
258
|
|
|
97
|
|
|
355
|
|
|
385
|
|
|
16,726
|
|
|
17,111
|
|
||||||
Floating homes
|
—
|
|
|
169
|
|
|
169
|
|
|
—
|
|
|
29,120
|
|
|
29,120
|
|
||||||
Other consumer
|
43
|
|
|
37
|
|
|
80
|
|
|
194
|
|
|
4,708
|
|
|
4,902
|
|
||||||
Commercial business
|
135
|
|
|
237
|
|
|
372
|
|
|
1,000
|
|
|
39,829
|
|
|
40,829
|
|
||||||
Unallocated
|
—
|
|
|
908
|
|
|
908
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
1,124
|
|
|
$
|
4,117
|
|
|
$
|
5,241
|
|
|
$
|
10,703
|
|
|
$
|
539,806
|
|
|
$
|
550,509
|
|
|
Beginning
Allowance
|
|
Charge-offs
|
|
Recoveries
|
|
Provision
|
|
Ending
Allowance
|
||||||||||
One-to-four family
|
$
|
1,436
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
(123
|
)
|
|
$
|
1,314
|
|
Home equity
|
293
|
|
|
(7
|
)
|
|
44
|
|
|
(128
|
)
|
|
202
|
|
|||||
Commercial and multifamily
|
1,250
|
|
|
—
|
|
|
—
|
|
|
388
|
|
|
1,638
|
|
|||||
Construction and land
|
378
|
|
|
—
|
|
|
—
|
|
|
53
|
|
|
431
|
|
|||||
Manufactured homes
|
355
|
|
|
(12
|
)
|
|
—
|
|
|
84
|
|
|
427
|
|
|||||
Floating homes
|
169
|
|
|
—
|
|
|
—
|
|
|
96
|
|
|
265
|
|
|||||
Other consumer
|
80
|
|
|
(31
|
)
|
|
12
|
|
|
51
|
|
|
112
|
|
|||||
Commercial business
|
372
|
|
|
—
|
|
|
1
|
|
|
(17
|
)
|
|
356
|
|
|||||
Unallocated
|
908
|
|
|
—
|
|
|
—
|
|
|
121
|
|
|
1,029
|
|
|||||
|
$
|
5,241
|
|
|
$
|
(50
|
)
|
|
$
|
58
|
|
|
$
|
525
|
|
|
$
|
5,774
|
|
|
Beginning
Allowance
|
|
Charge-offs
|
|
Recoveries
|
|
Provision
|
|
Ending
Allowance
|
||||||||||
One-to-four family
|
$
|
1,542
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(106
|
)
|
|
$
|
1,436
|
|
Home equity
|
378
|
|
|
(89
|
)
|
|
33
|
|
|
(29
|
)
|
|
293
|
|
|||||
Commercial and multifamily
|
1,144
|
|
|
(24
|
)
|
|
1
|
|
|
129
|
|
|
1,250
|
|
|||||
Construction and land
|
459
|
|
|
—
|
|
|
—
|
|
|
(81
|
)
|
|
378
|
|
|||||
Manufactured homes
|
168
|
|
|
(12
|
)
|
|
8
|
|
|
191
|
|
|
355
|
|
|||||
Floating homes
|
132
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|
169
|
|
|||||
Other consumer
|
112
|
|
|
(18
|
)
|
|
20
|
|
|
(34
|
)
|
|
80
|
|
|||||
Commercial business
|
175
|
|
|
—
|
|
|
—
|
|
|
197
|
|
|
372
|
|
|||||
Unallocated
|
712
|
|
|
—
|
|
|
—
|
|
|
196
|
|
|
908
|
|
|||||
|
$
|
4,822
|
|
|
$
|
(143
|
)
|
|
$
|
62
|
|
|
$
|
500
|
|
|
$
|
5,241
|
|
|
One-to-four
family
|
|
Home
equity
|
|
Commercial
and multifamily
|
|
Construction
and land
|
|
Manufactured
homes
|
|
Floating
homes
|
|
Other
consumer
|
|
Commercial
business
|
|
Total
|
||||||||||||||||||
Grade:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Pass
|
$
|
163,655
|
|
|
$
|
27,150
|
|
|
$
|
246,907
|
|
|
$
|
55,916
|
|
|
$
|
19,860
|
|
|
$
|
40,806
|
|
|
$
|
6,576
|
|
|
$
|
35,876
|
|
|
$
|
596,746
|
|
Watch
|
—
|
|
|
—
|
|
|
1,139
|
|
|
5,968
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
689
|
|
|
7,796
|
|
|||||||||
Special Mention
|
—
|
|
|
—
|
|
|
2,497
|
|
|
3,252
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
367
|
|
|
6,116
|
|
|||||||||
Substandard
|
6,175
|
|
|
505
|
|
|
2,101
|
|
|
123
|
|
|
285
|
|
|
—
|
|
|
52
|
|
|
1,872
|
|
|
11,113
|
|
|||||||||
Doubtful
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Total
|
$
|
169,830
|
|
|
$
|
27,655
|
|
|
$
|
252,644
|
|
|
$
|
65,259
|
|
|
$
|
20,145
|
|
|
$
|
40,806
|
|
|
$
|
6,628
|
|
|
$
|
38,804
|
|
|
$
|
621,771
|
|
|
One-to-four
family
|
|
Home
equity
|
|
Commercial
and multifamily
|
|
Construction
and land
|
|
Manufactured
homes
|
|
Floating
homes
|
|
Other
consumer
|
|
Commercial
business
|
|
Total
|
||||||||||||||||||
Grade:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Pass
|
$
|
153,793
|
|
|
$
|
27,493
|
|
|
$
|
199,887
|
|
|
$
|
61,390
|
|
|
$
|
16,877
|
|
|
$
|
29,120
|
|
|
$
|
4,708
|
|
|
$
|
39,089
|
|
|
$
|
532,357
|
|
Watch
|
244
|
|
|
—
|
|
|
9,683
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
827
|
|
|
10,754
|
|
|||||||||
Special Mention
|
137
|
|
|
—
|
|
|
357
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
784
|
|
|
1,278
|
|
|||||||||
Substandard
|
3,243
|
|
|
886
|
|
|
1,342
|
|
|
92
|
|
|
234
|
|
|
—
|
|
|
194
|
|
|
129
|
|
|
6,120
|
|
|||||||||
Doubtful
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Total
|
$
|
157,417
|
|
|
$
|
28,379
|
|
|
$
|
211,269
|
|
|
$
|
61,482
|
|
|
$
|
17,111
|
|
|
$
|
29,120
|
|
|
$
|
4,902
|
|
|
$
|
40,829
|
|
|
$
|
550,509
|
|
|
2018
|
|
2017
|
||||
One-to-four family
|
$
|
1,075
|
|
|
$
|
791
|
|
Home equity
|
360
|
|
|
722
|
|
||
Other consumer
|
—
|
|
|
8
|
|
||
Commercial and multifamily
|
534
|
|
|
201
|
|
||
Construction and land
|
123
|
|
|
92
|
|
||
Manufactured homes
|
214
|
|
|
206
|
|
||
Commercial
|
235
|
|
|
129
|
|
||
Total
|
$
|
2,541
|
|
|
$
|
2,149
|
|
|
30-59 Days
Past Due
|
|
60-89 Days
Past Due
|
|
Greater than 90
Days Past Due
|
|
Recorded Investment
> 90 Days and Accruing
|
|
Total
Past Due
|
|
Current
|
|
Total
Loans
|
||||||||||||||
One-to-four family
|
$
|
1,362
|
|
|
$
|
167
|
|
|
$
|
514
|
|
|
$
|
—
|
|
|
$
|
2,043
|
|
|
$
|
167,787
|
|
|
$
|
169,830
|
|
Home equity
|
298
|
|
|
149
|
|
|
284
|
|
|
—
|
|
|
731
|
|
|
26,924
|
|
|
27,655
|
|
|||||||
Commercial and multifamily
|
139
|
|
|
—
|
|
|
353
|
|
|
—
|
|
|
492
|
|
|
252,152
|
|
|
252,644
|
|
|||||||
Construction and land
|
650
|
|
|
—
|
|
|
50
|
|
|
—
|
|
|
700
|
|
|
64,559
|
|
|
65,259
|
|
|||||||
Manufactured homes
|
78
|
|
|
129
|
|
|
199
|
|
|
—
|
|
|
406
|
|
|
19,739
|
|
|
20,145
|
|
|||||||
Floating homes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,806
|
|
|
40,806
|
|
|||||||
Other consumer
|
11
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
6,612
|
|
|
6,628
|
|
|||||||
Commercial business
|
228
|
|
|
177
|
|
|
122
|
|
|
—
|
|
|
527
|
|
|
38,277
|
|
|
38,804
|
|
|||||||
Total
|
$
|
2,766
|
|
|
$
|
627
|
|
|
$
|
1,522
|
|
|
$
|
—
|
|
|
$
|
4,915
|
|
|
$
|
616,856
|
|
|
$
|
621,771
|
|
|
30-59 Days
Past Due
|
|
60-89 Days
Past Due
|
|
Greater Than 90
Days Past Due
|
|
Recorded Investment
> 90 Days and Accruing
|
|
Total
Past Due
|
|
Current
|
|
Total
Loans
|
||||||||||||||
One-to-four family
|
$
|
2,092
|
|
|
$
|
1,819
|
|
|
$
|
727
|
|
|
$
|
—
|
|
|
$
|
4,638
|
|
|
$
|
152,779
|
|
|
$
|
157,417
|
|
Home equity
|
521
|
|
|
5
|
|
|
633
|
|
|
—
|
|
|
1,159
|
|
|
27,220
|
|
|
28,379
|
|
|||||||
Commercial and multifamily
|
313
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
313
|
|
|
210,956
|
|
|
211,269
|
|
|||||||
Construction and land
|
51
|
|
|
—
|
|
|
92
|
|
|
—
|
|
|
143
|
|
|
61,339
|
|
|
61,482
|
|
|||||||
Manufactured homes
|
185
|
|
|
50
|
|
|
197
|
|
|
—
|
|
|
432
|
|
|
16,679
|
|
|
17,111
|
|
|||||||
Floating homes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,120
|
|
|
29,120
|
|
|||||||
Other consumer
|
15
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
4,887
|
|
|
4,902
|
|
|||||||
Commercial business
|
400
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
400
|
|
|
40,429
|
|
|
40,829
|
|
|||||||
Total
|
$
|
3,577
|
|
|
$
|
1,874
|
|
|
$
|
1,649
|
|
|
$
|
—
|
|
|
$
|
7,100
|
|
|
$
|
543,409
|
|
|
$
|
550,509
|
|
|
One-to-four
family
|
|
Home
equity
|
|
Commercial
and multifamily
|
|
Construction
and land
|
|
Manufactured
homes
|
|
Floating
homes
|
|
Other
consumer
|
|
Commercial
business
|
|
Total
|
||||||||||||||||||
Performing
|
$
|
168,710
|
|
|
$
|
27,296
|
|
|
$
|
252,110
|
|
|
$
|
65,136
|
|
|
$
|
19,931
|
|
|
$
|
40,806
|
|
|
$
|
6,628
|
|
|
$
|
38,487
|
|
|
$
|
619,104
|
|
Nonperforming
|
1,120
|
|
|
359
|
|
|
534
|
|
|
123
|
|
|
214
|
|
|
—
|
|
|
—
|
|
|
317
|
|
|
2,667
|
|
|||||||||
Total
|
$
|
169,830
|
|
|
$
|
27,655
|
|
|
$
|
252,644
|
|
|
$
|
65,259
|
|
|
$
|
20,145
|
|
|
$
|
40,806
|
|
|
$
|
6,628
|
|
|
$
|
38,804
|
|
|
$
|
621,771
|
|
|
One-to-four
family
|
|
Home
equity
|
|
Commercial
and multifamily
|
|
Construction
and land
|
|
Manufactured
homes
|
|
Floating
homes
|
|
Other
consumer
|
|
Commercial
business
|
|
Total
|
||||||||||||||||||
Performing
|
$
|
156,580
|
|
|
$
|
27,657
|
|
|
$
|
211,068
|
|
|
$
|
61,390
|
|
|
$
|
16,905
|
|
|
$
|
29,120
|
|
|
$
|
4,894
|
|
|
$
|
40,612
|
|
|
$
|
548,226
|
|
Nonperforming
|
837
|
|
|
722
|
|
|
201
|
|
|
92
|
|
|
206
|
|
|
—
|
|
|
8
|
|
|
217
|
|
|
2,283
|
|
|||||||||
Total
|
$
|
157,417
|
|
|
$
|
28,379
|
|
|
$
|
211,269
|
|
|
$
|
61,482
|
|
|
$
|
17,111
|
|
|
$
|
29,120
|
|
|
$
|
4,902
|
|
|
$
|
40,829
|
|
|
$
|
550,509
|
|
|
December 31, 2018
|
||||||||||||||||||
|
|
|
Recorded Investment
|
|
|
||||||||||||||
|
Unpaid Principal
Balance
|
|
Without
Allowance
|
|
With
Allowance
|
|
Total
Recorded
Investment
|
|
Related
Allowance
|
||||||||||
One-to-four family
|
$
|
2,894
|
|
|
$
|
1,085
|
|
|
$
|
1,675
|
|
|
$
|
2,760
|
|
|
$
|
228
|
|
Home equity
|
520
|
|
|
359
|
|
|
81
|
|
|
440
|
|
|
25
|
|
|||||
Commercial and multifamily
|
702
|
|
|
702
|
|
|
—
|
|
|
702
|
|
|
—
|
|
|||||
Construction and land
|
163
|
|
|
123
|
|
|
40
|
|
|
163
|
|
|
8
|
|
|||||
Manufactured homes
|
430
|
|
|
—
|
|
|
424
|
|
|
424
|
|
|
299
|
|
|||||
Other consumer
|
156
|
|
|
—
|
|
|
157
|
|
|
157
|
|
|
64
|
|
|||||
Commercial business
|
1,192
|
|
|
659
|
|
|
533
|
|
|
1,192
|
|
|
112
|
|
|||||
Total
|
$
|
6,057
|
|
|
$
|
2,928
|
|
|
$
|
2,910
|
|
|
$
|
5,838
|
|
|
$
|
736
|
|
|
December 31, 2017
|
||||||||||||||||||
|
|
|
Recorded Investment
|
|
|
||||||||||||||
|
Unpaid Principal
Balance
|
|
Without
Allowance
|
|
With
Allowance
|
|
Total
Recorded
Investment
|
|
Related
Allowance
|
||||||||||
One-to-four family
|
$
|
6,562
|
|
|
$
|
3,197
|
|
|
$
|
3,059
|
|
|
$
|
6,256
|
|
|
$
|
555
|
|
Home equity
|
1,149
|
|
|
677
|
|
|
351
|
|
|
1,028
|
|
|
120
|
|
|||||
Commercial and multifamily
|
1,722
|
|
|
1,699
|
|
|
—
|
|
|
1,699
|
|
|
—
|
|
|||||
Construction and land
|
141
|
|
|
100
|
|
|
41
|
|
|
141
|
|
|
13
|
|
|||||
Manufactured homes
|
409
|
|
|
23
|
|
|
362
|
|
|
385
|
|
|
258
|
|
|||||
Other consumer
|
194
|
|
|
125
|
|
|
69
|
|
|
194
|
|
|
43
|
|
|||||
Commercial business
|
1,017
|
|
|
784
|
|
|
216
|
|
|
1,000
|
|
|
135
|
|
|||||
Total
|
$
|
11,194
|
|
|
$
|
6,605
|
|
|
$
|
4,098
|
|
|
$
|
10,703
|
|
|
$
|
1,124
|
|
|
Year Ended
December 31, 2018
|
|
Year Ended
December 31, 2017
|
||||||||||||
|
Average
Recorded
Investment
|
|
Interest Income
Recognized
|
|
Average
Recorded
Investment
|
|
Interest Income
Recognized
|
||||||||
One-to-four family
|
$
|
4,704
|
|
|
$
|
214
|
|
|
$
|
5,514
|
|
|
$
|
320
|
|
Home equity
|
740
|
|
|
29
|
|
|
931
|
|
|
38
|
|
||||
Commercial and multifamily
|
2,564
|
|
|
140
|
|
|
1,643
|
|
|
96
|
|
||||
Construction and land
|
726
|
|
|
95
|
|
|
112
|
|
|
4
|
|
||||
Manufactured homes
|
414
|
|
|
35
|
|
|
349
|
|
|
29
|
|
||||
Other consumer
|
169
|
|
|
9
|
|
|
129
|
|
|
10
|
|
||||
Commercial business
|
1,854
|
|
|
140
|
|
|
809
|
|
|
62
|
|
||||
Total
|
$
|
11,171
|
|
|
$
|
662
|
|
|
$
|
9,487
|
|
|
$
|
559
|
|
|
December 31,
|
||||||
|
2018
|
|
2017
|
||||
Balance, beginning of period
|
$
|
4,012
|
|
|
$
|
3,180
|
|
Advances
|
291
|
|
|
248
|
|
||
New / (reclassified) loans, net
(1)
|
(526
|
)
|
|
1,387
|
|
||
Repayments
|
(407
|
)
|
|
(803
|
)
|
||
Balance, end of period
|
$
|
3,370
|
|
|
$
|
4,012
|
|
|
At December 31,
|
||||||
|
2018
|
|
2017
|
||||
Beginning balance, at fair value
|
$
|
3,426
|
|
|
$
|
3,561
|
|
Servicing rights that result from transfers and sale of financial assets
|
482
|
|
|
277
|
|
||
Changes in fair value:
|
|
|
|
||||
Due to changes in model inputs or assumptions
(1)
|
(494
|
)
|
|
(412
|
)
|
||
Ending balance, at fair value
|
$
|
3,414
|
|
|
$
|
3,426
|
|
|
At December 31,
|
||||
|
2018
|
|
2017
|
||
Prepayment speed (Public Securities Association "PSA" model)
|
123
|
%
|
|
160
|
%
|
Weighted-average life
|
7.7 years
|
|
|
6.9 years
|
|
Yield to maturity discount rate
|
12.5
|
%
|
|
13.0
|
%
|
|
At December 31,
|
||||||
|
2018
|
|
2017
|
||||
Land
|
$
|
920
|
|
|
$
|
920
|
|
Buildings and improvements
|
6,393
|
|
|
6,302
|
|
||
Furniture and equipment
|
5,203
|
|
|
4,715
|
|
||
Less: Accumulated depreciation and amortization
|
(5,472
|
)
|
|
(4,545
|
)
|
||
Premises and equipment, net
|
$
|
7,044
|
|
|
$
|
7,392
|
|
Year Ended December 31,
|
Amount
|
||
2019
|
$
|
1,085
|
|
2020
|
1,043
|
|
|
2021
|
986
|
|
|
2022
|
960
|
|
|
2023
|
931
|
|
|
Thereafter
|
4,820
|
|
|
|
$
|
9,825
|
|
|
Year Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
Beginning balance
|
$
|
610
|
|
|
$
|
1,172
|
|
Additions to OREO and repossessed assets
|
55
|
|
|
—
|
|
||
Sales
|
(16
|
)
|
|
(468
|
)
|
||
Write-downs/Losses
|
(74
|
)
|
|
(94
|
)
|
||
|
$
|
575
|
|
|
$
|
610
|
|
|
As of December 31, 2018
|
|
As of December 31, 2017
|
||||||||||
|
Deposit
Balance
|
|
Wtd. Avg
Rate
|
|
Deposit
Balance
|
|
Wtd. Avg
Rate
|
||||||
Noninterest-bearing demand
|
$
|
93,823
|
|
|
—
|
%
|
|
$
|
69,094
|
|
|
—
|
%
|
Interest-bearing demand
|
164,919
|
|
|
0.47
|
|
|
173,413
|
|
|
0.43
|
|
||
Savings
|
54,102
|
|
|
0.29
|
|
|
49,450
|
|
|
0.21
|
|
||
Money market
|
46,689
|
|
|
0.24
|
|
|
54,860
|
|
|
0.21
|
|
||
Certificates
|
191,825
|
|
|
1.58
|
|
|
164,554
|
|
|
1.33
|
|
||
Escrow
(1)
|
2,243
|
|
|
—
|
|
|
3,029
|
|
|
—
|
|
||
Total
|
$
|
553,601
|
|
|
0.71
|
%
|
|
$
|
514,400
|
|
|
0.61
|
%
|
(1)
|
Escrow balances shown in noninterest-bearing deposits on the consolidated balance sheets.
|
Year Ending December 31,
|
Amount
|
||
2019
|
$
|
110,749
|
|
2020
|
53,052
|
|
|
2021
|
16,129
|
|
|
2022
|
8,509
|
|
|
Thereafter
|
3,386
|
|
|
|
$
|
191,825
|
|
|
December 31, 2018
|
|
Fair Value Measurements Using:
|
||||||||||||||||
|
Carrying
Value
|
|
Estimated
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
FINANCIAL ASSETS:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
61,810
|
|
|
$
|
61,810
|
|
|
$
|
61,810
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Available for sale securities
|
4,957
|
|
|
4,957
|
|
|
—
|
|
|
4,957
|
|
|
—
|
|
|||||
Loans held-for-sale
|
1,172
|
|
|
1,172
|
|
|
—
|
|
|
1,172
|
|
|
—
|
|
|||||
Loans held for portfolio, net
(1)
|
613,769
|
|
|
613,371
|
|
|
—
|
|
|
—
|
|
|
613,371
|
|
|||||
Mortgage servicing rights
|
3,414
|
|
|
3,414
|
|
|
—
|
|
|
—
|
|
|
3,414
|
|
|||||
FHLB Stock
|
4,134
|
|
|
4,134
|
|
|
—
|
|
|
4,134
|
|
|
—
|
|
|||||
FINANCIAL LIABILITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-maturity deposits
|
361,776
|
|
|
361,776
|
|
|
—
|
|
|
361,776
|
|
|
—
|
|
|||||
Time deposits
(1)
|
191,825
|
|
|
191,679
|
|
|
—
|
|
|
191,679
|
|
|
—
|
|
|||||
Borrowings
|
84,000
|
|
|
84,000
|
|
|
—
|
|
|
84,000
|
|
|
—
|
|
|
December 31, 2017
|
|
Fair Value Measurements Using:
|
||||||||||||||||
|
Carrying
Value
|
|
Estimated
Fair Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||||
FINANCIAL ASSETS:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
60,680
|
|
|
$
|
60,680
|
|
|
$
|
60,680
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Available for sale securities
|
5,435
|
|
|
5,435
|
|
|
—
|
|
|
5,435
|
|
|
—
|
|
|||||
Loans held-for-sale
|
1,777
|
|
|
1,777
|
|
|
—
|
|
|
1,777
|
|
|
—
|
|
|||||
Loans held for portfolio, net
(1)
|
543,354
|
|
|
543,400
|
|
|
—
|
|
|
—
|
|
|
543,400
|
|
|||||
Mortgage servicing rights
|
3,426
|
|
|
3,426
|
|
|
—
|
|
|
—
|
|
|
3,426
|
|
|||||
FHLB Stock
|
3,065
|
|
|
3,065
|
|
|
—
|
|
|
3,065
|
|
|
—
|
|
|||||
FINANCIAL LIABILITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-maturity deposits
|
349,846
|
|
|
349,846
|
|
|
—
|
|
|
349,846
|
|
|
—
|
|
|||||
Time deposits
(1)
|
164,554
|
|
|
163,485
|
|
|
—
|
|
|
163,485
|
|
|
—
|
|
|||||
Borrowings
|
59,000
|
|
|
59,000
|
|
|
—
|
|
|
59,000
|
|
|
—
|
|
|
|
Fair Value at December 31, 2018
|
||||||||||||||
Description
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Municipal bonds
|
|
$
|
3,317
|
|
|
$
|
—
|
|
|
$
|
3,317
|
|
|
$
|
—
|
|
Agency mortgage-backed securities
|
|
1,640
|
|
|
—
|
|
|
1,640
|
|
|
—
|
|
||||
Mortgage servicing rights
|
|
3,414
|
|
|
—
|
|
|
—
|
|
|
3,414
|
|
|
|
Fair Value at December 31, 2017
|
||||||||||||||
Description
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Municipal bonds
|
|
$
|
3,369
|
|
|
$
|
—
|
|
|
$
|
3,369
|
|
|
$
|
—
|
|
Agency mortgage-backed securities
|
|
2,066
|
|
|
—
|
|
|
2,066
|
|
|
—
|
|
||||
Mortgage servicing rights
|
|
3,426
|
|
|
—
|
|
|
—
|
|
|
3,426
|
|
Financial
Instrument
|
|
Valuation
Technique
|
|
Unobservable Input(s)
|
|
Range
(Weighted Average)
|
Mortgage Servicing Rights
|
|
Discounted cash flow
|
|
Prepayment speed assumption
|
|
80-515% (123%)
|
|
|
|
|
Discount rate
|
|
13%-14% (12.5%)
|
Financial
Instrument
|
|
Valuation
Technique
|
|
Unobservable Input(s)
|
|
Range
(Weighted Average)
|
Mortgage Servicing Rights
|
|
Discounted cash flow
|
|
Prepayment speed assumption
|
|
103-412% (160%)
|
|
|
|
|
Discount rate
|
|
13%-15% (12.5%)
|
|
|
|
||
|
|
2017
|
||
Beginning balance, at fair value
|
|
$
|
347
|
|
OTTI impairment losses
|
|
—
|
|
|
Sales, redemptions and principal payments
|
|
(347
|
)
|
|
Change in unrealized loss
|
|
—
|
|
|
Ending balance, at fair value
|
|
$
|
—
|
|
|
|
Fair Value at December 31, 2018
|
||||||||||||||
Description
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
OREO and repossessed assets
|
|
$
|
575
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
575
|
|
Impaired loans
|
|
5,838
|
|
|
—
|
|
|
—
|
|
|
5,838
|
|
|
|
Fair Value at December 31, 2017
|
||||||||||||||
Description
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
OREO and repossessed assets
|
|
$
|
610
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
610
|
|
Impaired loans
|
|
10,703
|
|
|
—
|
|
|
—
|
|
|
10,703
|
|
Financial
Instrument
|
|
Valuation
Technique(s)
|
|
Unobservable Input(s)
|
|
Range
(Weighted Average)
|
OREO
|
|
Market approach
|
|
Adjusted for difference
between comparable sales
|
|
0-0% (0%)
|
Impaired loans
|
|
Market approach
|
|
Adjusted for difference
between comparable sales
|
|
0-100% (13%)
|
Financial
Instrument
|
|
Valuation
Technique(s)
|
|
Unobservable Input(s)
|
|
Range
(Weighted Average)
|
OREO
|
|
Market approach
|
|
Adjusted for difference
between comparable sales
|
|
0-0% (0%)
|
Impaired loans
|
|
Market approach
|
|
Adjusted for difference
between comparable sales
|
|
0-100% (8%)
|
|
Year Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
Net income
|
$
|
7,039
|
|
|
$
|
5,125
|
|
Weighted average number of shares outstanding, basic
|
2,498
|
|
|
2,504
|
|
||
Effect of potentially dilutive common shares
|
69
|
|
|
64
|
|
||
Weighted average number of shares outstanding, diluted
|
2,567
|
|
|
2,568
|
|
||
Earnings per share, basic
|
$
|
2.82
|
|
|
$
|
2.05
|
|
Earnings per share, diluted
|
$
|
2.74
|
|
|
$
|
2.00
|
|
|
Shares
|
|
Weighted-Average
Exercise Price
|
|
Weighted-Average
Remaining Contractual
Term In Years
|
|
Aggregate
Intrinsic Value
|
|||||
Outstanding at the beginning of the year
|
186,363
|
|
|
$
|
18.04
|
|
|
6.26
|
|
$
|
2,977,279
|
|
Granted
|
3,400
|
|
|
36.00
|
|
|
|
|
|
|||
Exercised
|
(49,266
|
)
|
|
14.92
|
|
|
|
|
|
|||
Forfeited
|
(7,321
|
)
|
|
17.99
|
|
|
|
|
|
|||
Expired
|
—
|
|
|
—
|
|
|
|
|
|
|||
Outstanding at December 31, 2018
|
133,176
|
|
|
19.66
|
|
|
5.89
|
|
1,716,306
|
|
||
Exercisable
|
101,788
|
|
|
18.56
|
|
|
5.60
|
|
1,423,658
|
|
||
Expected to vest, assuming a 0% forfeiture rate over the vesting term
|
31,388
|
|
|
$
|
23.23
|
|
|
6.83
|
|
$
|
292,648
|
|
|
2018
|
|
2017
|
||||
Annual dividend yield
|
1.72
|
%
|
|
1.28
|
%
|
||
Expected volatility
|
21.75
|
%
|
|
22.99
|
%
|
||
Risk-free interest rate
|
2.95
|
%
|
|
2.20
|
%
|
||
Expected term
|
6.50 years
|
|
6.50 years
|
||||
Weighted-average grant date fair value per option granted
|
$
|
7.63
|
|
|
$
|
6.62
|
|
Non-vested Shares
|
|
Shares
|
|
Weighted-Average
Grant-Date Fair Value
Per Share
|
|
Aggregate
Intrinsic Value
Per Share
|
|||||
Non-vested at January 1, 2018
|
|
11,785
|
|
|
$
|
19.05
|
|
|
|
||
Granted
|
|
323
|
|
|
35.27
|
|
|
|
|||
Vested
|
|
(10,907
|
)
|
|
18.93
|
|
|
|
|||
Forfeited
|
|
(343
|
)
|
|
18.36
|
|
|
|
|||
Expired
|
|
—
|
|
|
—
|
|
|
|
|||
Non-vested at December 31, 2018
|
|
858
|
|
|
26.96
|
|
|
$
|
32.55
|
|
|
Expected to vest assuming a 0% forfeiture rate over the vesting term
|
|
858
|
|
|
$
|
26.96
|
|
|
$
|
32.55
|
|
|
At December 31,
|
||||||
|
2018
|
|
2017
|
||||
Current
|
$
|
1,637
|
|
|
$
|
2,962
|
|
Deferred
|
69
|
|
|
(203
|
)
|
||
Rate change
|
—
|
|
|
309
|
|
||
Total tax expense
|
$
|
1,706
|
|
|
$
|
3,068
|
|
|
Year Ended December 31,
|
||||||
|
2018
|
|
2017
|
||||
Provision at statutory rate
|
$
|
1,836
|
|
|
$
|
2,786
|
|
Tax-exempt income
|
(79
|
)
|
|
(79
|
)
|
||
Rate change
|
—
|
|
|
309
|
|
||
Other
|
(51
|
)
|
|
52
|
|
||
|
$
|
1,706
|
|
|
$
|
3,068
|
|
Federal Tax Rate
|
21.0
|
%
|
|
35.0
|
%
|
||
Tax exempt rate
|
(0.9
|
)
|
|
(1.0
|
)
|
||
Rate change
|
—
|
|
|
3.8
|
|
||
Other
|
(0.6
|
)
|
|
0.6
|
|
||
Effective tax rate
|
19.5
|
%
|
|
38.4
|
%
|
|
At December 31,
|
||||||
|
2018
|
|
2017
|
||||
Deferred tax assets
|
|
|
|
||||
Deferred compensation and supplemental retirement
|
$
|
411
|
|
|
$
|
342
|
|
Other, net
|
89
|
|
|
66
|
|
||
Equity based compensation
|
35
|
|
|
84
|
|
||
Intangible assets
|
66
|
|
|
53
|
|
||
Allowance for loan losses
|
1,212
|
|
|
844
|
|
||
Total deferred tax assets
|
1,813
|
|
|
1,389
|
|
||
Deferred tax liabilities
|
|
|
|
||||
Prepaid expenses
|
(59
|
)
|
|
(62
|
)
|
||
FHLB stock dividends
|
(87
|
)
|
|
(87
|
)
|
||
Unrealized gain on securities
|
(30
|
)
|
|
(35
|
)
|
||
Depreciation
|
(312
|
)
|
|
(258
|
)
|
||
Mortgage servicing rights
|
(161
|
)
|
|
(67
|
)
|
||
Deferred loan costs
|
(728
|
)
|
|
(380
|
)
|
||
Total deferred tax liabilities
|
(1,377
|
)
|
|
(889
|
)
|
||
Net deferred tax asset
|
$
|
436
|
|
|
$
|
500
|
|
|
|
Actual
|
|
Minimum Capital
Requirements
|
|
Minimum Required to be
Well-Capitalized Under Prompt Corrective Action Provisions
|
|||||||||||||||
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
As of December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Tier 1 Capital to total adjusted assets
(1)
|
|
$
|
69,685
|
|
|
9.73
|
%
|
|
$
|
28,659
|
|
|
4.0
|
%
|
|
$
|
35,824
|
|
|
5.0
|
%
|
Common Equity Tier 1 risk-based capital ratio
(2)
|
|
69,685
|
|
|
11.76
|
|
|
26,665
|
|
|
4.5
|
|
|
38,516
|
|
|
6.5
|
|
|||
Tier 1 Capital to risk-weighted assets
(2)
|
|
69,685
|
|
|
11.76
|
|
|
35,553
|
|
|
6.0
|
|
|
47,404
|
|
|
8.0
|
|
|||
Total Capital to risk-weighted assets
(2)
|
|
$
|
75,874
|
|
|
12.80
|
%
|
|
$
|
47,404
|
|
|
8.0
|
%
|
|
$
|
59,255
|
|
|
10.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
As of December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Tier 1 Capital to total adjusted assets
(3)
|
|
$
|
62,432
|
|
|
10.10
|
%
|
|
$
|
24,721
|
|
|
4.0
|
%
|
|
$
|
30,902
|
|
|
5.0
|
%
|
Common Equity Tier 1 risk-based capital ratio
(4)
|
|
62,432
|
|
|
12.03
|
|
|
23,354
|
|
|
4.5
|
|
|
33,733
|
|
|
6.5
|
|
|||
Tier 1 Capital to risk-weighted assets
(4)
|
|
62,432
|
|
|
12.03
|
|
|
31,138
|
|
|
6.0
|
|
|
41,518
|
|
|
8.0
|
|
|||
Total Capital to risk-weighted assets
(4)
|
|
$
|
67,868
|
|
|
13.08
|
%
|
|
$
|
41,518
|
|
|
8.0
|
%
|
|
$
|
51,897
|
|
|
10.0
|
%
|
(1)
|
Based on total adjusted assets of
$716,475
at
December 31, 2018
.
|
(2)
|
Based on risk-weighted assets of
$592,551
at
December 31, 2018
.
|
(3)
|
Based on total adjusted assets of
$618,035
at
December 31, 2017
.
|
(4)
|
Based on risk-weighted assets of
$518,970
at
December 31, 2017
.
|
|
At December 31,
|
||||||
|
2018
|
|
2017
|
||||
Commitments to make loans
|
$
|
3,176
|
|
|
$
|
1,689
|
|
Unfunded construction commitments
|
60,632
|
|
|
39,400
|
|
||
Unused lines of credit
|
45,315
|
|
|
32,440
|
|
||
Irrevocable letters of credit
|
1,460
|
|
|
1,400
|
|
||
Total loan commitments
|
$
|
110,583
|
|
|
$
|
74,929
|
|
Balance sheets
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
18
|
|
|
$
|
882
|
|
Investment in Sound Community Bank
|
|
70,785
|
|
|
63,535
|
|
||
Other assets
|
|
824
|
|
|
743
|
|
||
Total assets
|
|
$
|
71,627
|
|
|
$
|
65,160
|
|
Liabilities and Stockholders' Equity
|
|
|
|
|
||||
Other liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
Total liabilities
|
|
—
|
|
|
—
|
|
||
Stockholders' equity
|
|
71,627
|
|
|
65,160
|
|
||
Total liabilities and stockholders' equity
|
|
$
|
71,627
|
|
|
$
|
65,160
|
|
Statements of Income
|
|
Year Ended December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Other expenses
|
|
$
|
(310
|
)
|
|
$
|
(243
|
)
|
Income before income tax benefit and equity in undistributed net
|
|
|
|
|
||||
Income of subsidiary
|
|
(310
|
)
|
|
(243
|
)
|
||
Income tax benefit
|
|
65
|
|
|
83
|
|
||
Equity in undistributed earnings of subsidiary
|
|
7,284
|
|
|
5,285
|
|
||
Net income
|
|
$
|
7,039
|
|
|
$
|
5,125
|
|
Statements of Cash Flows
|
|
Year Ended December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Cash flows from operating activities:
|
|
|
|
|
||||
Net income
|
|
$
|
7,039
|
|
|
$
|
5,125
|
|
Adjustments to reconcile net income to net cash provided by operating activities
|
|
|
|
|
||||
Other, net
|
|
(65
|
)
|
|
(83
|
)
|
||
Change in undistributed equity of subsidiary
|
|
(7,284
|
)
|
|
(5,285
|
)
|
||
Net cash used in operating activities
|
|
(310
|
)
|
|
(243
|
)
|
||
Cash flows from investing activities:
|
|
|
|
|
||||
ESOP shares released
|
|
—
|
|
|
671
|
|
||
Net cash provided by investing activities
|
|
—
|
|
|
671
|
|
||
Cash flows from financing activities:
|
|
|
|
|
||||
Dividends paid
|
|
(1,367
|
)
|
|
(1,505
|
)
|
||
Dividends received from subsidiary
|
|
711
|
|
|
—
|
|
||
Stock options exercised
|
|
102
|
|
|
43
|
|
||
Net cash used in financing activities
|
|
(554
|
)
|
|
(1,462
|
)
|
||
Net decrease in cash
|
|
(864
|
)
|
|
(1,034
|
)
|
||
Cash and cash equivalents at beginning of year
|
|
882
|
|
|
1,916
|
|
||
Cash and cash equivalents at end of year
|
|
$
|
18
|
|
|
$
|
882
|
|
|
|
Year Ended December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Noninterest income:
|
|
|
|
|
||||
Service charges and fee income
|
|
|
|
|
||||
Account maintenance fees
|
|
$
|
192
|
|
|
$
|
178
|
|
Transaction-based and overdraft service charges
|
|
481
|
|
|
417
|
|
||
Debit/ATM interchange fees
|
|
927
|
|
|
912
|
|
||
Credit card interchange fees
|
|
40
|
|
|
32
|
|
||
Loan fees (a)
|
|
188
|
|
|
296
|
|
||
Other fees (a)
|
|
48
|
|
|
60
|
|
||
Total service charges and fee income
|
|
1,876
|
|
|
1,895
|
|
||
Earnings on cash surrender value of bank-owned life insurance (a)
|
|
320
|
|
|
327
|
|
||
Mortgage servicing income (a)
|
|
562
|
|
|
566
|
|
||
Net gain on sale of loans (a)
|
|
1,258
|
|
|
1,071
|
|
||
Other income (a)
|
|
490
|
|
|
—
|
|
||
Total noninterest income
|
|
$
|
4,506
|
|
|
$
|
3,859
|
|
Item 9.
|
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Plan Category
|
|
Number of securities
to be issued upon
exercise of outstanding
options, warrants and rights
|
|
Weighted average
exercise price of
outstanding options,
warrants and rights
|
|
Number of securities
remaining available
for future issuance
under equity compensation plan
|
||||
Equity Incentive Plan approved by security holders
|
|
101,788
|
|
|
$
|
18.56
|
|
|
(1
|
)
|
Equity Incentive Plan not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
101,788
|
|
|
$
|
18.56
|
|
|
—
|
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Item 14.
|
Principal Accounting Fees and Services
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
Exhibits:
|
|
|
|
Articles of Incorporation of Sound Financial Bancorp, Inc. (incorporated herein by reference to the Registration Statement on Form S-1 filed with the SEC on March 27, 2012 (File No. 333-180385))
|
|
|
Bylaws of Sound Financial Bancorp, Inc . (incorporated herein by reference to the Current Report on Form 8-K filed with the SEC on February 3, 2015 (File No. 001-35633))
|
|
|
Form of Common Stock Certificate of Sound Financial Bancorp, Inc . (incorporated herein by reference to the Registration Statement on Form S-1 filed with the SEC on March 27, 2012 (File No. 333-180385))
|
|
|
Form of Amended and Restated Employment Agreement dated August 30, 2016, among Sound Financial Bancorp, Inc., Sound Community Bank and Laura Lee Stewart (incorporated herein by reference to the Current Report on Form 8-K filed with the SEC on September 1, 2016 (File No. 001-35633))
|
|
|
Amended and Restated Supplemental Executive Retirement Agreement by and between Sound Community Bank and Laura Lee Stewart (incorporated herein by reference to the Current Report on Form 8-K filed with the SEC on November 27, 2015 (File No. 001-35633))
|
|
|
Amended and Restated Long Term Compensation Agreement by and between Sound Community Bank and Laura Lee Stewart (incorporated herein by reference to the Current Report on Form 8-K filed with the SEC on November 27, 2015 (File No. 001-35633))
|
|
|
Amended and Restated Confidentiality, Non-Competition and Non-Solicitation Agreement by and between Sound Community Bank and Laura Lee Stewart (incorporated herein by reference to the Current Report on Form 8-K filed with the SEC on November 27, 2015 (File No. 001-35633))
|
|
|
2008 Equity Incentive Plan (incorporated herein by reference to the Annual Report on Form 10-K filed with the SEC on March 30, 2009 (File No. 000-52889))
|
|
10.6
|
|
Forms of Incentive Stock Option Agreement
,
Non-Qualified Stock Option Agreement
and
Restricted Stock Agreements
under the 2008 Equity Incentive Plan (incorporated herein by reference to the Current Report on Form 8-K filed with the SEC on January 29, 2009 (File No. 000-52889))
|
|
Summary of Annual Bonus Plan (incorporated herein by reference to the Registration Statement on Form SB-2 filed with the SEC on September 20, 2007 (File No. 333-146196))
|
|
|
2013 Equity Inventive Plan (included as Exhibit 10.13 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30,2013 and incorporated herein by reference (File No. 001-35633))
|
|
Form of Incentive Stock Option Agreement, Non-Qualified Stock Option Agreement and Restricted Stock Agreement under the 2013 Equity Incentive Plan (included as Exhibit 10.14 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 and incorporated herein by reference (File No. 001-35633))
|
|
|
Amended and Restated Change of Control Agreement dated June 21, 2016, by and among Sound Financial Bancorp, Inc., Sound Community Bank and Matthew P. Deines (incorporated herein by reference to the Current Report on Form 8-K filed with the SEC on June 24, 2016 (File No. 001-35633))
|
|
|
Change of Control Agreement dated June 21, 2016, by and among Sound Financial Bancorp, Inc., Sound Community Bank and Elliott Pierce (included as Exhibit 10.11 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 and incorporated herein by reference (File No. 001-35633))
|
|
|
Adoption Agreement for the Sound Community Bank Nonqualified Deferred Compensation Plan (incorporated herein by reference to the Current Report on Form 8-K filed with the SEC on March 24, 2017 (File No. 001-35633))
|
|
|
The Sound Community Bank Nonqualified Deferred Compensation Plan (incorporated herein by reference to the Current Report on Form 8-K filed with the SEC on March 24, 2017 (File No. 001-35633))
|
|
|
Change of Control Agreement dated June 22, 2016, by and among Sound Financial Bancorp, Inc., Sound Community Bank and Christina Gehrke (included as Exhibit 10.14 to the Registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 and incorporated herein by reference (File No. 001-35633))
|
|
|
Separation Agreement and Release of All Claims entered into between Mathew P. Deines and Sound Community Bank)(incorporated herein by reference to the Current Report on Form 8-K/A filed with the SEC on April 12, 2018 (File No. 001-35633))
|
|
|
Change of Control Agreement dated October 25, 2018, by and among Sound Financial Bancorp, Inc., Sound Community Bank and Daphne Kelley (incorporated herein by reference to the Current Report on Form 8-K filed with the SEC on October 26, 2018 (File No. (001-35633))
|
|
|
Change of Control Agreement dated October 25, 2018, by and among Sound Financial Bancorp, Inc., Sound Community Bank and Heidi Sexton (incorporated herein by reference to the Current Report on Form 8-K filed with the SEC on October 26, 2018 (File No. (001-35633))
|
|
|
Credit Union of the Pacific Incentive Compensation Achievement Plan, dated January 1, 1994
|
|
|
Amended and Restated Employment Agreement dated January 25, 2019, by and between Sound Community Bank and Laura Lee Stewart (incorporated herein by reference to the Current Report on Form 8-K filed with the SEC on January 30, 2019 (File No. 001-35633))
|
|
|
Amended and Restated Confidentiality, Non-Competition, and Non-Solicitation Agreement dated January 25, 2019, by and between Sound Community Bank and Laura Lee Stewart (incorporated herein by reference to the Current Report on Form 8-K filed with the SEC on January 30, 2019 (File No. 001-35633))
|
|
|
Statement re computation of per share earnings (See Note 12 of the Notes to Consolidated Financial Statements contained in Item 8, Part II of this Annual Report on Form 10-K.)
|
|
|
Subsidiaries of Registrant (incorporated herein by reference to the Registration Statement on Form SB-2 filed with the SEC on September 20, 2007 (File No. 333-146196))
|
|
|
Consent of Moss Adams LLP
|
|
|
Power of Attorney (set forth on signature page)
|
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
|
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
|
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith.
|
|
101
|
|
Interactive Data File
|
|
Sound Financial Bancorp, Inc.
|
|
|
|
|
Date: March 14, 2019
|
By:
|
/s/ Laura Lee Stewart
|
|
|
Laura Lee Stewart, President and Chief Executive Officer
|
|
|
(Duly Authorized Representative)
|
/s/ Laura Lee Stewart
|
|
/s/ Tyler K. Myers
|
Laura Lee Stewart, President and Director
|
|
Tyler K. Myers, Chairman of the Board
|
(Principal Executive Officer)
|
|
Date: March 14, 2019
|
Date: March 14, 2019
|
|
|
|
|
|
/s/ David S. Haddad, Jr.
|
|
/s/ Robert F. Carney
|
David S. Haddad, Jr., Director
|
|
Robert F. Carney, Director
|
Date: March 14, 2019
|
|
Date: March 14, 2019
|
|
|
|
/s/ Debra Jones
|
|
/s/ Rogelio Riojas
|
Debra Jones, Director
|
|
Rogelio Riojas, Director
|
Date: March 14, 2019
|
|
Date: March 14, 2019
|
|
|
|
/s/ James E. Sweeney
|
|
/s/ Kathleen B. Cook
|
James E. Sweeney, Director
|
|
Kathleen B. Cook, Director
|
Date: March 14, 2019
|
|
Date: March 14, 2019
|
|
|
|
/s/ Daphne D. Kelley
|
|
|
Daphne D. Kelley, Executive Vice President and Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
|
|
Date: March 14, 2019
|
|
|
1.
|
I have reviewed this annual report on Form 10-K of Sound Financial Bancorp, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth quarter in the case of an annual report)that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: March 14, 2019
|
By:
|
/s/ Laura Lee Stewart
|
|
|
Laura Lee Stewart
|
|
|
President/Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this annual report on Form 10-K of Sound Financial Bancorp, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth quarter in the case of an annual report)that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
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Date: March 14, 2019
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By:
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/s/ Daphne D. Kelley
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Daphne D. Kelley
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Executive Vice President and Chief Financial Officer
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(Principal Financial and Accounting Officer)
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Date:
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Date: March 14, 2019
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By:
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/s/ Laura Lee Stewart
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Laura Lee Stewart
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President and Chief Executive Officer
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Date:
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Date: March 14, 2019
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By:
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/s/ Daphne D. Kelley
|
|
|
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Daphne D. Kelley
|
|
|
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Executive Vice President and Chief Financial Officer
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