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8-K - 8-K - FS Bancorp, Inc.f8-k.htm

Exhibit 99.1

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FS Bancorp, Inc. Reports Net Income for the Second Quarter of $4.3 Million Driven by Quarterly Loan Growth of 9.3%.   FS Bancorp, Inc. also Reports Twenty-Second Consecutive Quarterly Dividend.

 

MOUNTLAKE TERRACE, WA – July 26, 2018 – FS Bancorp, Inc. (NASDAQ:FSBW) (the “Company”), the holding company for 1st Security Bank of Washington (the “Bank”) today reported 2018 second quarter net income of $4.3 million and quarterly loan growth of 9.3% which contributed to the increase in assets to $1.1 billion at June 30, 2018.  Second quarter earnings per diluted share were $1.13 and includes a 19.7% increase in net interest income over the comparable quarter one year ago.  

 

“We experienced exceptional loan growth in the second quarter as a result of our new production employees and strength of our historical lending teams, helping drive profitability” stated Joe Adams, CEO of FS Bancorp, Inc.

 

“We are also pleased with the proposed merger of the Company and Anchor Bancorp (“Anchor”) (NASDAQ: ANCB) that was announced on July 17, 2018. The combined company will have approximately $1.5 billion in assets, $1.2 billion in deposits, 22 branch offices throughout Western Washington, and eight loan production offices in Washington State.”    CEO Adams concluded with, “Our lending growth combined with our acquisition of Anchor and the franchise’s long standing history of banking in the communities served will strengthen and build upon our presence in Western Washington and is consistent with our business strategy to appropriately utilize capital and increase operating efficiency and profitability to enhance our banking franchise for the benefit of both our shareholders and the communities we serve.” 

 

CFO of FS Bancorp, Inc. Matthew Mullet also noted, “Our Board of Directors has approved our twenty-second quarterly cash dividend of $0.14 per share for the second quarter.”  The dividend will be paid on August 23, 2018, to shareholders of record as of August 8, 2018.

 

2018 Second Quarter Highlights

 

·

Total gross loans increased $76.1 million during the quarter, or 9.3%, to $893.8 million at June 30, 2018, compared to $817.7 million at March 31, 2018, and increased $173.5 million, or 24.1%, from $720.3 million at June 30, 2017;

·

Announced the signing of a definitive agreement with Anchor which is projected to provide additional operating leverage as well as access to additional core funding growth;

·

Net income was $4.3 million for both the first and second quarters of 2018, compared to $4.4 million in the second quarter one year ago;

·

Deposits increased $12.6 million, to $870.1 million at June 30, 2018, from $857.5 million at March 31, 2018, and increased $84.4 million, from $785.7 million at June 30, 2017; and

·

Capital levels at the Bank increased to 15.6% for total risk-based capital and 12.2% for Tier 1 leverage capital at June 30, 2018, compared to 13.2% and 10.1% at June 30, 2017, respectively.

 

 


 

FS Bancorp Q2 Earnings
July 26, 2018
Page 2

Proposed Acquisition of Anchor Bancorp

On July 17, 2018, the Company entered into a definitive agreement (the “Agreement”) with Anchor Bancorp pursuant to which Anchor will be merged with and into the Company, and immediately thereafter Anchor’s bank subsidiary, Anchor Bank, will be merged with and into the Bank. Under terms of the Agreement, Anchor shareholders will receive 0.2921 shares of FS Bancorp common stock and $12.40 in cash for each share of Anchor common stock. FS Bancorp will pay aggregate consideration of 725,585 shares of FS Bancorp common stock and $30.8 million in cash or approximately $77.0 million in aggregate, including the value of outstanding shares of Anchor restricted stock.

 

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

 

Balance Sheet and Credit Quality

 

Total assets increased $88.9 million, or 8.5%, to $1.1 billion at June 30, 2018, compared to $1.0 billion at March 31, 2018, and increased $204.0 million, or 22.0%, from $928.6 million at June 30, 2017.  The quarter over linked quarter increase of $88.9 million in total assets included increases in loans receivable, net of $75.6 million, securities available-for-sale (“AFS”) of $7.1 million, loans held for sale (“HFS”) of $3.9 million, and Federal Home Loan Bank (“FHLB”) stock of $3.4 million, partially offset by a decrease in total cash and cash equivalents of $3.7 million.  The year-to-date (“YTD”) over YTD increase of $204.0 million in total assets included increases in loans receivable, net of $172.1 million, securities AFS of $19.5 million, total cash and cash equivalents of $4.2 million, FHLB stock of $3.8 million, servicing rights of $3.5 million, bank owned life insurance (“BOLI”) of $3.3 million, and accrued interest receivable of $1.2 million, partially offset by a decrease in loans HFS of $2.1 million, and other assets of $1.4 million.  These increases in assets YTD over YTD were primarily funded by growth in deposits and short-term overnight FHLB borrowings.

 

 


 

FS Bancorp Q2 Earnings
July 26, 2018
Page 3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOAN PORTFOLIO

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in thousands)

 

June 30, 2018

 

March 31, 2018

 

June 30, 2017

 

 

    

Amount

    

Percent

 

Amount

    

Percent

 

Amount

    

Percent

 

REAL ESTATE LOANS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

$

64,599

 

7.2

%  

$

61,956

 

7.6

%  

$

57,997

 

8.0

%

Construction and development

 

 

160,521

 

18.0

 

 

143,611

 

17.5

 

 

119,455

 

16.6

 

Home equity

 

 

25,460

 

2.9

 

 

23,563

 

2.9

 

 

22,450

 

3.1

 

One-to-four-family (excludes HFS)

 

 

177,988

 

19.9

 

 

165,030

 

20.2

 

 

154,826

 

21.5

 

Multi-family

 

 

47,695

 

5.3

 

 

52,431

 

6.4

 

 

42,967

 

6.0

 

Total real estate loans

 

 

476,263

 

53.3

 

 

446,591

 

54.6

 

 

397,695

 

55.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CONSUMER LOANS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Indirect home improvement

 

 

147,067

 

16.5

 

 

136,946

 

16.8

 

 

117,926

 

16.4

 

Solar

 

 

42,189

 

4.7

 

 

41,581

 

5.1

 

 

38,507

 

5.3

 

Marine

 

 

48,591

 

5.4

 

 

38,451

 

4.7

 

 

32,254

 

4.5

 

Other consumer

 

 

2,027

 

0.2

 

 

1,951

 

0.2

 

 

2,042

 

0.3

 

Total consumer loans

 

 

239,874

 

26.8

 

 

218,929

 

26.8

 

 

190,729

 

26.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COMMERCIAL BUSINESS LOANS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

 

110,962

 

12.4

 

 

104,612

 

12.8

 

 

92,713

 

12.9

 

Warehouse lending

 

 

66,681

 

7.5

 

 

47,563

 

5.8

 

 

39,165

 

5.4

 

Total commercial business loans

 

 

177,643

 

19.9

 

 

152,175

 

18.6

 

 

131,878

 

18.3

 

Total loans receivable, gross

 

 

893,780

 

100.0

%  

 

817,695

 

100.0

%  

 

720,302

 

100.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses

 

 

(11,571)

 

 

 

 

(11,140)

 

 

 

 

(10,143)

 

 

 

Deferred costs and fees, net

 

 

(2,885)

 

 

 

 

(2,760)

 

 

 

 

(2,445)

 

 

 

Premiums on purchased loans

 

 

1,876

 

 

 

 

1,837

 

 

 

 

1,388

 

 

 

Total loans receivable, net

 

$

881,200

 

 

 

$

805,632

 

 

 

$

709,102

 

 

 

 

Loans receivable, net increased $75.6 million to $881.2 million at June 30, 2018, from $805.6 million at March 31, 2018, and increased $172.1 million from $709.1 million at June 30, 2017.  During the second quarter, real estate loans increased $29.7 million, including increases in construction and development loans of $16.9 million, one-to-four-family portfolio loans of $13.0 million, commercial loans of $2.6 million, and home equity loans of $1.9 million, partially offset by a decrease of $4.7 million in multi-family loans. Commercial business loans increased $25.5 million, mostly due to an increase in warehouse lending of $19.1 million and $6.4 million of commercial and industrial loans of which $4.4 million was associated with the purchase of the guaranteed portion of U.S. Department of Agriculture loans.  Consumer loans increased $20.9 million, primarily due to the  $10.1 million growth in each of our indirect home improvement and marine loan portfolios. 

 

One-to-four-family loans originated through the home lending segment which includes loans HFS, loans held for investment, fixed seconds, and loans brokered to other institutions increased $22.0 million, or 12.9%, to $192.2 million during the quarter ended June 30, 2018, compared to $170.2 million for the preceding quarter, and decreased from $216.8 million for the same quarter one year ago. During the six months ended June 30, 2018, originations of one-to-four-family loans to purchase a home (purchase production) decreased by $3.9 million, or 1.4% with $274.7 million in loan purchase production closing, down from $278.6 million for the six months ended June 30, 2017.  One-to-four-family loan originations for refinance (refinance production) increased $8.5 million, or 

 


 

FS Bancorp Q2 Earnings
July 26, 2018
Page 4

10.9%  during the six months ended June 30, 2018, with $86.7 million in refinance production closing, up from $78.2 million for the six months ended June 30, 2017.  During the quarter ended June 30, 2018, the Company sold $160.6 million of one-to-four-family loans HFS, compared to sales of $155.0 million for the preceding quarter, and sales of $171.0 million for the same quarter one year ago.

 

Purchase production was 81.5% of the total one-to-four-family loan originations versus 18.5% for refinance production during the second quarter of 2018, compared to 81.1% in purchase production versus 18.9% in refinance production during the same period in 2017.  The slight increase in purchase production reflects the appreciation in home values in our markets and continued strong home purchase demand in the Pacific Northwest and the slight decrease in refinance production reflects increasing market interest rates. 

The allowance for loan losses at June 30, 2018 increased to $11.6 million, or 1.3% of gross loans receivable, excluding loans HFS, compared to $11.1 million, or 1.4% of gross loans receivable, excluding loans HFS at March 31, 2018, and $10.1 million, or 1.4% of gross loans receivable, excluding loans HFS, at June 30, 2017.  Non-performing loans, consisting solely of non-accruing loans, decreased to $627,000 at June 30, 2018, from $720,000 at March 31, 2018, and $754,000 at June 30, 2017.  Substandard loans decreased to $5.8 million at June 30, 2018, compared to $6.0 million at March 31, 2018, and $8.5 million at June 30, 2017.  The $2.7 million decrease in substandard loans from one year ago was primarily due to the sale of a shared national credit of $1.9 million in the third quarter of 2017.  There was no other real estate owned at June 30, 2018, March 31, 2018, or June 30, 2017, respectively.

 

Total deposits were  $870.1 million at June 30, 2018, compared to $857.5 million at March 31, 2018, and $785.7 million at June 30, 2017.  Relationship-based transactional deposits (noninterest-bearing checking, interest-bearing checking, and escrow accounts) decreased $7.9 million, from March 31, 2018, and increased $53.7 million, from June 30, 2017.  Money market and savings accounts decreased $3.1 million from March 31, 2018, and $47.2 million from June 30, 2017, primarily occurring from increased market interest rate competition and more attractive time deposit rates.  Time deposits increased $23.6 million, from March 31, 2018, and increased $77.9 million, from June 30, 2017. 

 

Non-retail certificates of deposit which includes brokered certificates of deposit, online certificates of deposit, and public funds increased $3.4 million from March 31, 2018, primarily due to a $9.1 million increase in brokered certificates of deposit, mostly offset by a $5.7 million decrease in online certificates of deposit. The $32.9 million increase from $54.7 million at June 30, 2017 reflects a $41.9 million increase in brokered certificates of deposit, partially offset by an  $8.8 million decrease in online certificates of deposit.  Management remains focused on increasing our lower cost relationship-based deposits to fund long-term asset growth.

 

 


 

FS Bancorp Q2 Earnings
July 26, 2018
Page 5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DEPOSIT BREAKDOWN

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2018

 

March 31, 2018

 

June 30, 2017

 

 

    

Amount

    

Percent

 

Amount

    

Percent

 

Amount

    

Percent

 

Noninterest-bearing checking

 

$

172,848

 

19.9

%  

$

177,251

 

20.7

%  

$

156,177

 

19.9

%

Interest-bearing checking

 

 

128,080

 

14.7

 

 

130,002

 

15.2

 

 

91,197

 

11.6

 

Savings

 

 

77,631

 

8.9

 

 

76,843

 

9.0

 

 

73,922

 

9.4

 

Money market

 

 

210,742

 

24.2

 

 

214,676

 

25.0

 

 

261,658

 

33.3

 

Certificates of deposit less than $100,000

 

 

144,755

 

16.7

 

 

129,778

 

15.1

 

 

93,142

 

11.9

 

Certificates of deposit of $100,000 through $250,000

 

 

79,131

 

9.1

 

 

73,934

 

8.6

 

 

70,204

 

8.9

 

Certificates of deposit of $250,000 and over

 

 

45,417

 

5.2

 

 

41,944

 

4.9

 

 

28,010

 

3.6

 

Escrow accounts related to mortgages serviced

 

 

11,509

 

1.3

 

 

13,050

 

1.5

 

 

11,387

 

1.4

 

Total

 

$

870,113

 

100.0

%  

$

857,478

 

100.0

%  

$

785,697

 

100.0

%

 

At June 30, 2018, borrowings increased $67.0 million, or 169.5%, to $106.5 million, from $39.5 million at March 31, 2018, and increased $75.9 million, or 247.3%, from $30.7 million at June 30, 2017. The quarter over linked quarter increase reflects the use of short-term overnight FHLB borrowings to support loan growth.

 

Total stockholders’ equity increased $3.9 million, to $129.4 million at June 30, 2018, from $125.4 million at March 31, 2018, and increased $40.5 million, from $88.8 million at June 30, 2017.  The increase in stockholders’ equity from the first quarter of 2018 was primarily due to net income of $4.3 million, partially offset by an increase in accumulated other comprehensive loss, net of tax of $411,000. The $40.5 million increase from the second quarter of 2017 was significantly impacted by net proceeds of $25.6 million received in the third quarter of 2017 due to an issuance and sale of common stock through our underwritten public offering as previously reported. Book value per common share was $35.94 at June 30, 2018, compared to $35.21 at March 31, 2018, and $30.40 at June 30, 2017.

 

The Bank is well capitalized under the minimum capital requirements established by the FDIC with a total risk-based capital ratio of 15.6%, a Tier 1 leverage capital ratio of 12.2%, and a common equity Tier 1 (“CET1”) capital ratio of 14.3% at June 30, 2018.  At June 30, 2017, the total risk-based capital ratio was 13.2%, the Tier 1 leverage capital ratio was 10.1%, and the CET1 capital ratio was 12.0%.

 

The Company exceeded all regulatory capital requirements with a total risk-based capital ratio of 15.2%, a Tier 1 leverage capital ratio of 11.9%, and a CET1 ratio of 13.9% at June 30, 2018, compared to 12.5%, 9.5%, and 11.2%, respectively, at June 30, 2017.

 

Operating Results

 

Net interest income increased $2.0 million, to $11.9 million for the three months ended June 30, 2018, from $10.0 million for the three months ended June 30, 2017, primarily attributable to a $2.7 million increase in loans receivable interest income, partially offset by a $536,000 increase in deposit interest expense due to continued overall growth in interest-bearing deposits with higher market interest rates paid on new interest-bearing deposits, and a  $390,000 increase in interest expense mostly from the use of FHLB borrowings to support loan growth. Net interest income increased $4.5 million, to $23.4 million for the six months ended June 30, 2018, from $18.9 million

 


 

FS Bancorp Q2 Earnings
July 26, 2018
Page 6

for the six months ended June 30, 2017, mostly due to a $5.6 million increase in interest income on loans receivable, partially offset by a $927,000 increase in interest expense on deposits and a $431,000 increase in interest expense on borrowings.

 

The net interest margin (“NIM”) decreased five basis points to 4.58% for the three months ended June 30, 2018, from 4.63% for the same period in the prior year, and increased seven basis points to 4.66% for the six months ended June 30, 2018, from 4.59% for the six months ended June 30, 2017.  The quarter over quarter decrease in NIM was driven primarily by growth in higher cost market rate time deposits and increased borrowings to fund loan growth,  and the year over year increase in NIM was mostly driven by substantial growth in higher yielding loans.  The average cost of funds increased 31 basis points to 0.89% for the three months ended June 30, 2018, from 0.58% for the three and six months ended June 30, 2017, and increased 21 basis points to 0.79% for the six months ended June 30, 2018.  This increase was primarily related to growth in time deposits and an increase in short-term overnight FHLB borrowings at higher market interest rates.  Management remains focused on matching deposit/liability duration with the duration of loans/assets where appropriate.

 

For the three and six months ended June 30, 2018, the provision for loan losses was $450,000 and $800,000, respectively, due to continued loan growth, compared to no provision recorded for the three and six months ended June 30, 2017.  During the three months ended June 30, 2018, net charge-offs totaled $19,000, compared to $4,000 during the three months ended June 30, 2017. Net recoveries totaled $15,000 during the six months ended June 30, 2018, compared to net charge-offs of $68,000 during the six months ended June 30, 2017.

 

Noninterest income decreased $1.3 million, to $5.6 million for the three months ended June 30, 2018, from $7.0 million for the three months ended June 30, 2017.  The decrease during the period reflects a $958,000 reduction in non-recurring gain on sale of mortgage servicing rights,  and a $333,000 reduction in service charges and fee income primarily associated with the sale of servicing assets in the second quarter of 2017, and a $237,000 reduction in gain on sale of investment securities, partially offset by a $211,000 increase in gain on sale of loans.  Noninterest income decreased $1.7 million, to $10.6 million for the six months ended June 30, 2018, from $12.4 million for the six months ended June 30, 2017.  The decrease during the period was primarily due to reductions of  $958,000 in non-recurring gain on sale of mortgage servicing rights and $535,000 in service charges and fee income as described above, a $166,000 reduction in gain on sale of loans, and a $124,000 reduction in gain on sale of investment securities. 

 

Noninterest expense increased $1.2 million, to $12.1 million for the three months ended June 30, 2018, from $10.9 million for the three months ended June 30, 2017.  The increase in noninterest expense was the result of a $755,000 increase in salaries and benefits, which included a $401,000 decrease in incentives and commissions due in part to the reduction of homes available for sale in the Pacific Northwest,  a  $161,000 increase in loan costs, a  $98,000 increase in operations expense, an $86,000 increase in data processing, and a $61,000 increase in professional and board fees. Noninterest expense increased $1.9 million, to $23.2 million for the six months ended June 30, 2018, from $21.3 million for the six months ended June 30, 2017.  The increase in noninterest expense was primarily a result of a $1.7 million increase in salaries and benefits, which included a $381,000 increase in incentives and commissions, and a $159,000 increase in data processing.

 


 

FS Bancorp Q2 Earnings
July 26, 2018
Page 7

 

About FS Bancorp

 

FS Bancorp, Inc., a Washington corporation, is the holding company for 1st Security Bank of Washington.  The Bank provides loan and deposit services to customers who are predominantly small and middle-market businesses and individuals in Western Washington through its 13 bank branches, including the newly opened Silverdale branch on April 12, 2018, and seven loan production offices in various suburban communities in the greater Puget Sound area, and one loan production office in the market area of the Tri-Cities, Washington.  The Bank services home mortgage customers throughout Washington State with an emphasis in the Puget Sound and Tri-Cities home lending markets.

 

Forward-Looking Statements

 

When used in this press release and in other documents filed with or furnished to the Securities and Exchange Commission (the “SEC”), in press releases or other public stockholder communications, or in oral statements made with the approval of an authorized executive officer, the words or phrases “believe,” “will,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” “plans,” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward‑looking statements are not historical facts but instead represent management's current expectations and forecasts regarding future events, many of which are inherently uncertain and outside of our control.  Actual results may differ, possibly materially from those currently expected or projected in these forward-looking statements. Factors that could cause our actual results to differ materially from those described in the forward-looking statements, include but are not limited to, the following: the expected cost savings, synergies and other financial benefits from our pending acquisition of Anchor (“merger”)  might not be realized within the expected time frames or at all; governmental approval of the merger may not be obtained or adverse regulatory conditions may be imposed in connection with governmental approvals of the merger; conditions to the closing of the merger may not be satisfied; the shareholders of Anchor may fail to approve the consummation of the merger; the integration of the combined company, including personnel changes/retention, might not proceed as planned; and the combined company might not perform as well as expected; increased competitive pressures; changes in the interest rate environment; changes in general economic conditions and conditions within the securities markets; our ability to execute our plans to grow our residential construction lending, mortgage banking, and warehouse lending operations, and the geographic expansion of our indirect home improvement lending; our ability to successfully integrate any assets, liabilities, customers, 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; secondary market conditions for loans and our ability to sell loans in the secondary market; legislative and regulatory changes; and other factors described in the Company’s latest Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other filings with the Securities and Exchange Commission which are available on our website at www.fsbwa.com and on the SEC's website at www.sec.gov.  Any of the forward-looking statements that we make in this press release and in the other public statements are based upon management's beliefs and assumptions at the time they are made and may turn out to be wrong because of the inaccurate assumptions we might make, because of the factors illustrated above or because of other factors that we cannot foresee. Therefore, these factors should be considered in evaluating the forward‑looking statements, and undue reliance should not be placed

 


 

FS Bancorp Q2 Earnings
July 26, 2018
Page 8

on such statements. We do not undertake and specifically disclaim any obligation to revise any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. These risks could cause our actual results for 2018 and beyond to differ materially from those expressed in any forward-looking statements made by, or on behalf of us and could negatively affect our operating and stock performance.

 

Additional Information about the Proposed Acquisition of Anchor

   

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed transaction, FS Bancorp, Inc. (“FS Bancorp”) intends to file a registration statement on Form S-4 with the SEC which will contain a proxy statement/prospectus to be distributed to the shareholders of Anchor in connection with their vote on the merger. Each party will also file other documents regarding the proposed transaction with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION REGARDING THE TRANSACTION, SHAREHOLDERS OF ANCHOR ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH SEC, INCLUDING THE PROXY STATEMENT/PROSPECTUS THAT WILL BE PART OF THE REGISTRATION STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The final proxy statement/prospectus will be mailed to shareholders of Anchor. Investors and security holders will be able to obtain the documents free of charge at the SEC's website, www.sec.gov. In addition, documents filed with the SEC by FS Bancorp will be available free of charge by accessing FS Bancorp's website at www.FSBWA.com or by writing FS Bancorp at 6920 220th Street SW Mountlake Terrace, WA 98043, Attention: Investor Relations or calling (425) 771-5299, or by writing Anchor at 601 Woodland Square Loop SE, Lacey, WA 98503, Attention: Corporate Secretary or calling (360) 537-1388.

 

FS Bancorp, Anchor, their directors, executive officers and certain other persons may be deemed to be participants in the solicitation of proxies from Anchor shareholders in favor of the approval of the merger. Information about the directors and executive officers of FS Bancorp and their ownership of FS Bancorp stock is included in the proxy statement for its 2018 annual meeting of shareholders, which was filed with the SEC on March 28, 2018. Information about the directors and executive officers of Anchor and their ownership of Anchor stock is set forth in the proxy statement for its 2017 annual meeting of shareholders, which was filed with the SEC on November 9, 2017, and also will be included in the proxy statement/prospectus for the merger. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the registration statement and the proxy statement/prospectus regarding the proposed merger when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph.

 

 


 

FS Bancorp Q2 Earnings
July 26, 2018
Page 9

FS BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Linked

 

YTD

 

 

 

June 30, 

 

March 31, 

 

June 30, 

 

Quarter

 

Over YTD

 

 

    

2018

    

2018

    

2017

    

% Change

    

% Change

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

$

3,429

 

$

3,532

 

$

3,975

 

(3)

 

(14)

 

Interest-bearing deposits at other financial institutions

 

 

18,548

 

 

22,108

 

 

13,827

 

(16)

 

34

 

Total cash and cash equivalents

 

 

21,977

 

 

25,640

 

 

17,802

 

(14)

 

23

 

Certificates of deposit at other financial institutions

 

 

17,611

 

 

17,611

 

 

18,109

 

 

(3)

 

Securities available-for-sale, at fair value

 

 

98,465

 

 

91,371

 

 

78,932

 

8

 

25

 

Loans held for sale, at fair value

 

 

55,191

 

 

51,315

 

 

57,256

 

8

 

(4)

 

Loans receivable, net

 

 

881,200

 

 

805,632

 

 

709,102

 

9

 

24

 

Accrued interest receivable

 

 

4,071

 

 

3,693

 

 

2,903

 

10

 

40

 

Premises and equipment, net

 

 

16,273

 

 

15,798

 

 

15,550

 

3

 

5

 

Federal Home Loan Bank (“FHLB”) stock, at cost

 

 

7,742

 

 

4,308

 

 

3,909

 

80

 

98

 

Bank owned life insurance (“BOLI”), net

 

 

13,498

 

 

13,410

 

 

10,194

 

1

 

32

 

Servicing rights, held at the lower of cost or fair value

 

 

8,352

 

 

7,515

 

 

4,899

 

11

 

70

 

Goodwill

 

 

2,312

 

 

2,312

 

 

2,312

 

 —

 

 —

 

Core deposit intangible, net

 

 

1,164

 

 

1,240

 

 

1,517

 

(6)

 

(23)

 

Other assets

 

 

4,686

 

 

3,767

 

 

6,097

 

24

 

(23)

 

TOTAL ASSETS

 

$

1,132,542

 

$

1,043,612

 

$

928,582

 

9

 

22

 

LIABILITIES

 

 

  

 

 

  

 

 

 

 

 

 

 

 

Deposits:

 

 

  

 

 

  

 

 

 

 

 

 

 

 

Noninterest-bearing accounts

 

$

184,357

 

$

190,301

 

$

167,564

 

(3)

 

10

 

Interest-bearing accounts

 

 

685,756

 

 

667,177

 

 

618,133

 

3

 

11

 

Total deposits

 

 

870,113

 

 

857,478

 

 

785,697

 

1

 

11

 

Borrowings

 

 

106,526

 

 

39,529

 

 

30,669

 

169

 

247

 

Subordinated note:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Principal amount

 

 

10,000

 

 

10,000

 

 

10,000

 

 —

 

 —

 

Unamortized debt issuance costs

 

 

(145)

 

 

(150)

 

 

(165)

 

(3)

 

(12)

 

Total subordinated note less unamortized debt issuance costs

 

 

9,855

 

 

9,850

 

 

9,835

 

 

 

Deferred tax liability, net

 

 

27

 

 

137

 

 

1,424

 

(80)

 

(98)

 

Other liabilities

 

 

16,650

 

 

11,176

 

 

12,133

 

49

 

37

 

Total liabilities

 

 

1,003,171

 

 

918,170

 

 

839,758

 

9

 

19

 

COMMITMENTS AND CONTINGENCIES

 

 

  

 

 

  

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

  

 

 

  

 

 

 

 

 

 

 

 

Preferred stock, $.01 par value; 5,000,000 shares authorized; none issued or outstanding

 

 

 —

 

 

 —

 

 

 

 

 

Common stock, $.01 par value; 45,000,000 shares authorized; 3,708,660 shares issued and outstanding at June 30, 2018, 3,695,552 at March 31, 2018, and 3,075,168 at June 30, 2017

 

 

37

 

 

37

 

 

31

 

 —

 

19

 

Additional paid-in capital

 

 

56,344

 

 

55,823

 

 

28,208

 

1

 

100

 

Retained earnings

 

 

76,102

 

 

72,349

 

 

61,920

 

5

 

23

 

Accumulated other comprehensive loss, net of tax

 

 

(2,127)

 

 

(1,716)

 

 

(87)

 

24

 

2,345

 

Unearned shares – Employee Stock Ownership Plan (“ESOP”)

 

 

(985)

 

 

(1,051)

 

 

(1,248)

 

(6)

 

(21)

 

Total stockholders’ equity

 

 

129,371

 

 

125,442

 

 

88,824

 

3

 

46

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

1,132,542

 

$

1,043,612

 

$

928,582

 

9

 

22

 

 


 

FS Bancorp Q2 Earnings
July 26, 2018
Page 10

FS BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Three Months Ended

    

Six Months Ended

 

QTR

 

YTD

 

 

June 30, 

 

June 30, 

 

Over QTR

 

Over YTD

 

    

2018

    

2017

    

2018

    

2017

    

% Change

    

% Change

INTEREST INCOME

 

 

 

 

 

 

 

 

 

 

 

 

Loans receivable, including fees

 

$

13,135

 

$

10,401

 

$

25,391

 

$

19,773

 

26

 

28

Interest and dividends on investment securities, cash and cash equivalents, and certificates of deposit at other financial institutions

 

 

887

 

 

736

 

 

1,619

 

 

1,397

 

21

 

16

Total interest and dividend income

 

 

14,022

 

 

11,137

 

 

27,010

 

 

21,170

 

26

 

28

INTEREST EXPENSE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

1,432

 

 

896

 

 

2,675

 

 

1,748

 

60

 

53

Borrowings

 

 

496

 

 

106

 

 

576

 

 

145

 

368

 

297

Subordinated note

 

 

169

 

 

169

 

 

337

 

 

336

 

 

Total interest expense

 

 

2,097

 

 

1,171

 

 

3,588

 

 

2,229

 

79

 

61

NET INTEREST INCOME

 

 

11,925

 

 

9,966

 

 

23,422

 

 

18,941

 

20

 

24

PROVISION FOR LOAN LOSSES

 

 

450

 

 

 —

 

 

800

 

 

 —

 

100

 

100

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES

 

 

11,475

 

 

9,966

 

 

22,622

 

 

18,941

 

15

 

19

NONINTEREST INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service charges and fee income

 

 

670

 

 

1,003

 

 

1,329

 

 

1,864

 

(33)

 

(29)

Gain on sale of loans

 

 

4,671

 

 

4,460

 

 

8,649

 

 

8,815

 

5

 

(2)

Gain on sale of investment securities

 

 

 —

 

 

237

 

 

113

 

 

237

 

(100)

 

(52)

Gain on sale of mortgage servicing rights

 

 

 —

 

 

958

 

 

 —

 

 

958

 

(100)

 

(100)

Earnings on cash surrender value of BOLI

 

 

88

 

 

71

 

 

170

 

 

140

 

24

 

21

Other noninterest income

 

 

185

 

 

228

 

 

377

 

 

363

 

(19)

 

4

Total noninterest income

 

 

5,614

 

 

6,957

 

 

10,638

 

 

12,377

 

(19)

 

(14)

NONINTEREST EXPENSE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and benefits

 

 

7,671

 

 

6,916

 

 

14,719

 

 

13,034

 

11

 

13

Operations

 

 

1,541

 

 

1,443

 

 

2,901

 

 

2,929

 

7

 

(1)

Occupancy

 

 

704

 

 

645

 

 

1,353

 

 

1,289

 

9

 

5

Data processing

 

 

679

 

 

593

 

 

1,319

 

 

1,160

 

15

 

14

Loan costs

 

 

704

 

 

543

 

 

1,332

 

 

1,252

 

30

 

6

Professional and board fees

 

 

463

 

 

402

 

 

907

 

 

883

 

15

 

3

Federal Deposit Insurance Corporation (“FDIC”) insurance

 

 

90

 

 

119

 

 

131

 

 

253

 

(24)

 

(48)

Marketing and advertising

 

 

215

 

 

182

 

 

364

 

 

320

 

18

 

14

Amortization of core deposit intangible

 

 

77

 

 

100

 

 

153

 

 

200

 

(23)

 

(24)

Impairment on servicing rights

 

 

 —

 

 

 1

 

 

 —

 

 

 1

 

(100)

 

(100)

Total noninterest expense

 

 

12,144

 

 

10,944

 

 

23,179

 

 

21,321

 

11

 

9

INCOME BEFORE PROVISION FOR INCOME TAXES

 

 

4,945

 

 

5,979

 

 

10,081

 

 

9,997

 

(17)

 

1

PROVISION FOR INCOME TAXES

 

 

688

 

 

1,620

 

 

1,502

 

 

3,045

 

(58)

 

(51)

NET INCOME

 

$

4,257

 

$

4,359

 

$

8,579

 

$

6,952

 

(2)

 

23

Basic earnings per share

 

$

1.19

 

$

1.50

 

$

2.39

 

$

2.40

 

(21)

 

Diluted earnings per share

 

$

1.13

 

$

1.41

 

$

2.27

 

$

2.25

 

(20)

 

1

 

 


 

FS Bancorp Q2 Earnings
July 26, 2018
Page 11

 

 

 

 

 

 

 

 

KEY FINANCIAL RATIOS AND DATA (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At or For the Three Months Ended

 

 

 

June 30, 

 

March 31, 

 

June 30, 

 

 

    

2018

 

2018

 

2017

 

PERFORMANCE RATIOS:

 

 

 

                

 

 

 

Return on assets (ratio of net income to average total assets) (1)

 

1.58

%  

1.72

%  

1.94

%

Return on equity (ratio of net income to average equity) (1)

 

13.57

 

14.28

 

20.62

 

Yield on average interest-earning assets

 

5.38

 

5.38

 

5.18

 

Interest incurred on liabilities as a percentage of average noninterest bearing deposits and interest-bearing liabilities

 

0.89

 

0.69

 

0.58

 

Interest rate spread information – average during period

 

4.49

 

4.69

 

4.59

 

Net interest margin (1)

 

4.58

 

4.76

 

4.63

 

Operating expense to average total assets

 

4.50

 

4.40

 

4.86

 

Average interest-earning assets to average interest-bearing liabilities

 

136.32

 

139.62

 

133.85

 

Efficiency ratio (2)

 

69.24

 

66.80

 

64.67

 

 

 

 

 

 

 

 

 

 

 

 

At or For the Six Months Ended

 

 

 

June 30, 

 

 

 

June 30, 

 

 

    

2018

 

 

     

2017

 

PERFORMANCE RATIOS:

 

 

 

 

 

 

 

Return on assets (ratio of net income to average total assets) (1)

 

1.65

%  

                

 

1.61

%

Return on equity (ratio of net income to average equity) (1)

 

13.92

 

 

 

16.91

 

Yield on average interest-earning assets

 

5.38

 

 

 

5.13

 

Interest incurred on liabilities as a percentage of average noninterest bearing deposits and interest-bearing liabilities

 

0.79

 

 

 

0.58

 

Interest rate spread information – average during period

 

4.59

 

 

 

4.55

 

Net interest margin (1)

 

4.66

 

 

 

4.59

 

Operating expense to average total assets

 

4.45

 

 

 

4.94

 

Average interest-earning assets to average interest-bearing liabilities

 

137.89

 

 

 

134.70

 

Efficiency ratio (2)

 

68.05

 

 

 

68.08

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 

 

March 31, 

 

June 30, 

 

 

    

2018

 

2018

 

2017

 

ASSET QUALITY RATIOS AND DATA:

 

 

 

 

 

 

 

Non-performing assets to total assets at end of period (3)

 

0.06

%  

0.07

%  

0.08

%

Non-performing loans to total gross loans (4)

 

0.07

 

0.09

 

0.10

 

Allowance for loan losses to non-performing loans (4)

 

1,845.45

 

1,547.22

 

1,345.23

 

Allowance for loan losses to gross loans receivable, excluding HFS loans

 

1.29

 

1.36

 

1.41

 

 

 

 

 

 

 

 

 

CAPITAL RATIOS, BANK ONLY:

 

 

 

 

 

 

 

Tier 1 leverage-based capital

 

 12.23

%  

12.58

%  

10.12

%

Tier 1 risk-based capital

 

 14.32

 

14.96

 

11.97

 

Total risk-based capital

 

 15.57

 

16.21

 

13.23

 

Common equity Tier 1 capital

 

14.32

 

14.96

 

11.97

 

 

 

 

 

 

 

 

 

CAPITAL RATIOS, COMPANY ONLY:

 

 

 

 

 

 

 

Tier 1 leverage-based capital

 

 11.86

%  

12.20

%  

9.50

%

Total risk-based capital

 

 15.15

 

15.76

 

12.49

 

Common equity Tier 1 capital

 

 13.90

 

14.51

 

11.24

 

 

 


 

FS Bancorp Q2 Earnings
July 26, 2018
Page 12

 

 

 

 

 

 

 

 

 

 

 

 

 

At or For the Three Months Ended

 

 

 

 

June 30, 

 

March 31, 

 

June 30, 

 

 

    

2018

     

2018

     

2017

 

PER COMMON SHARE DATA:

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

1.19

 

$

1.22

 

$

1.50

 

Diluted earnings per share

 

$

1.13

 

$

1.15

 

$

1.41

 

Weighted average basic shares outstanding

 

 

3,583,927

 

 

3,556,581

 

 

2,903,323

 

Weighted average diluted shares outstanding

 

 

3,765,724

 

 

3,751,537

 

 

3,097,628

 

Common shares outstanding at period end

 

 

3,599,516

(5)

 

3,563,006

(6)

 

2,921,681

(7)

Book value per share using common shares outstanding

 

$

35.94

 

$

35.21

 

$

30.40

 

Tangible book value per share using common shares outstanding (8)

 

$

34.98

 

$

34.21

 

$

29.09

 


(1)

Annualized.

(2)

Total noninterest expense as a percentage of net interest income and total other noninterest income.

(3)

Non-performing assets consists of non-performing loans (which include non-accruing loans and accruing loans more than 90 days past due), foreclosed real estate and other repossessed assets.

(4)

Non-performing loans consists of non-accruing loans.

(5)

Common shares were calculated using shares outstanding of 3,708,660 at June  30, 2018, less 18,421 restricted stock shares, and 90,724 unallocated ESOP shares.

(6)

Common shares were calculated using shares outstanding of 3,695,552 at March 31, 2018, less 35,342 restricted stock shares, and 97,204 unallocated ESOP shares.

(7)

Common shares were calculated using shares outstanding of 3,075,168 at June  30, 2017, less 36,842 restricted stock shares, and 116,645 unallocated ESOP shares.

(8)

Tangible book value per share using outstanding common shares excludes intangible assets. This ratio represents a non-GAAP financial measure.  See also non-GAAP financial measures below.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended June 30, 

 

For the Six Months Ended June 30, 

 

QTR Over QTR

 

YTD Over YTD

Average Balances

    

2018

    

2017

    

2018

    

2017

 

$ Change

 

$ Change

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans receivable, net deferred loan fees (1)

 

$

899,692

 

$

720,569

 

$

872,394

 

$

685,524

 

$

179,123

 

$

186,870

Securities available-for-sale, at fair value

 

 

96,865

 

 

97,289

 

 

93,716

 

 

95,711

 

 

(424)

 

 

(1,995)

Interest-bearing deposits and certificates of deposit at other financial institutions

 

 

41,952

 

 

40,930

 

 

41,346

 

 

47,760

 

 

1,022

 

 

(6,414)

FHLB stock, at cost

 

 

6,770

 

 

4,019

 

 

5,097

 

 

3,467

 

 

2,751

 

 

1,630

Total interest-earning assets

 

 

1,045,279

 

 

862,807

 

 

1,012,553

 

 

832,462

 

 

182,472

 

 

180,091

Noninterest-earning assets (2)

 

 

37,583

 

 

39,676

 

 

37,419

 

 

38,331

 

 

(2,093)

 

 

(912)

Total assets

 

$

1,082,862

 

$

902,483

 

$

1,049,972

 

$

870,793

 

$

180,379

 

$

179,179

Liabilities and stockholders’ equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing accounts

 

$

656,363

 

$

595,071

 

$

663,173

 

$

580,760

 

$

61,292

 

$

82,413

Borrowings

 

 

100,546

 

 

36,754

 

 

61,294

 

 

24,752

 

 

63,792

 

 

36,542

Subordinated note

 

 

9,852

 

 

9,832

 

 

9,849

 

 

9,829

 

 

20

 

 

20

Total interest-bearing liabilities

 

 

766,761

 

 

641,657

 

 

734,316

 

 

615,341

 

 

125,104

 

 

118,975

Noninterest-bearing accounts

 

 

179,814

 

 

162,919

 

 

180,158

 

 

159,985

 

 

16,895

 

 

20,173

Other noninterest-bearing liabilities

 

 

10,451

 

 

13,112

 

 

11,181

 

 

12,553

 

 

(2,661)

 

 

(1,372)

Stockholders’ equity

 

 

125,836

 

 

84,795

 

 

124,317

 

 

82,914

 

 

41,041

 

 

41,403

Total liabilities and stockholders’ equity

 

$

1,082,862

 

$

902,483

 

$

1,049,972

 

$

870,793

 

$

180,379

 

$

179,179


(1)

Includes loans held for sale

(2)

Includes fixed assets, BOLI, goodwill, and CDI

 


 

FS Bancorp Q2 Earnings
July 26, 2018
Page 13

Non-GAAP Financial Measures:

 

In addition to results presented in accordance with generally accepted accounting principles utilized in the United States (“GAAP”), this earnings release contains the tangible book value per share, a non-GAAP financial measure. Tangible common stockholders’ equity is calculated by excluding intangible assets from stockholders’ equity.  For this financial measure, the Company’s intangible assets are goodwill and core deposit intangible. Tangible book value per share is calculated by dividing tangible common shareholders’ equity by the number of common shares outstanding. The Company believes that this measure is consistent with the capital treatment by our bank regulatory agencies, which excludes intangible assets from the calculation of risk-based capital ratios and presents this measure to facilitate comparison of the quality and composition of the Company's capital over time and in comparison to its competitors.

 

Non-GAAP financial measures have inherent limitations, are not required to be uniformly applied, and are not audited. Further, this non-GAAP financial measure of tangible book value per share should not be considered in isolation or as a substitute for book value per share or total stockholders' equity determined in accordance with GAAP and may not be comparable to a similarly titled measure reported by other companies.

 

Reconciliation of the GAAP and non-GAAP financial measure is presented below.

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 

 

March 31, 

 

June 30, 

 

    

2018

    

2018

    

2017

 

(Dollars in thousands)

Stockholders' equity

 

$

129,371

 

$

125,442

 

$

88,824

Goodwill and core deposit intangible, net

 

 

(3,476)

 

 

(3,552)

 

 

(3,829)

Tangible common stockholders' equity

 

$

125,895

 

$

121,890

 

$

84,995

 

 

 

 

 

 

 

 

 

 

Common shares outstanding at end of period

 

 

3,599,516

 

 

3,563,006

 

 

2,921,681

 

 

 

 

 

 

 

 

 

 

Common stockholders' equity (book value) per share (GAAP)

 

$

35.94

 

$

35.21

 

$

30.40

Tangible common stockholders' equity (tangible book value) per share (non-GAAP)

 

$

34.98

 

$

34.21

 

$

29.09

 

 

 

 

 

 

Contacts:  

 

Joseph C. Adams,

 

Chief Executive Officer

 

Matthew D. Mullet,

 

Chief Financial Officer

 

(425) 771-5299

 

www.FSBWA.com