UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended ~~March 31,~~June 30, 2023


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

For the transition period from to

Commission File Number: 001-35633


Sound Financial Bancorp, Inc.
(Exact name of registrant as specified in its charter)


Maryland						45-5188530
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

2400 3rd Avenue, Suite 150, Seattle, Washington						98121
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (206) 448-0884

None

(Former name, former address and former fiscal year, if changed since last report)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Common Stock, $0.01 par value	SFBC	The NASDAQ Stock Market LLC

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

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

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


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.

As of ~~May 10,~~August 9, 2023, there were ~~2,601,137~~2,570,811 shares of the registrant’s common stock outstanding.

Table of Contents

SOUND FINANCIAL BANCORP, INC.

FORM 10-Q

TABLE OF CONTENTS


			Page Number
PART I FINANCIAL INFORMATION

Item 1. Financial Statements

Condensed Consolidated Balance Sheets as of ~~March 31,~~June 30, 2023 and December 31, 2022 (unaudited)			3

Condensed Consolidated Statements of Income for the Three and Six Months Ended ~~March 31,~~June 30, 2023 and 2022 (unaudited)			4

Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended ~~March 31,~~June 30, 2023 and 2022 (unaudited)			5

Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months Ended ~~March 31,~~June 30, 2023 and 2022 (unaudited)			6

Condensed Consolidated Statements of Cash Flows for the ~~Three~~Six Months Ended ~~March 31,~~June 30, 2023 and 2022 (unaudited)			78

Notes to Condensed Consolidated Financial Statements (unaudited)			89

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			3234

Item 3. Quantitative and Qualitative Disclosures About Market Risk			4651

Item 4. Controls and Procedures			4651

PART II OTHER INFORMATION

Item 1. Legal Proceedings			4752

Item 1A. Risk Factors			4752

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			4752

Item 3. Defaults Upon Senior Securities			4752

Item 4. Mine Safety Disclosures			4752

Item 5. Other Information			4752

Item 6. Exhibits			4853

SIGNATURES			4954

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

SOUND FINANCIAL BANCORP, INC. AND SUBSIDIARY

Condensed Consolidated Balance Sheets (unaudited)

(In thousands, except share and per share amounts)


		March 31, 2023		December 31, 2022			June 30, 2023		December 31, 2022
ASSETS	ASSETS					ASSETS
Cash and cash equivalents	Cash and cash equivalents	$	81,580	$	57,836	Cash and cash equivalents	$	100,169	$	57,836
Available-for-sale securities, at fair value	Available-for-sale securities, at fair value	8,601		10,207		Available-for-sale securities, at fair value	8,398		10,207
Held-to-maturity securities, at amortized cost	Held-to-maturity securities, at amortized cost	2,190		2,199		Held-to-maturity securities, at amortized cost	2,182		2,199
Loans held-for-sale	Loans held-for-sale	1,414		—		Loans held-for-sale	1,716		—
Loans held-for-portfolio	Loans held-for-portfolio	870,545		865,981		Loans held-for-portfolio	855,429		865,981
Allowance for credit losses on loans	Allowance for credit losses on loans	(8,532)		(7,599)		Allowance for credit losses on loans	(8,217)		(7,599)
Total loans held-for-portfolio, net	Total loans held-for-portfolio, net	862,013		858,382		Total loans held-for-portfolio, net	847,212		858,382
Accrued interest receivable	Accrued interest receivable	3,152		3,083		Accrued interest receivable	3,100		3,083
Bank-owned life insurance (“BOLI”), net	Bank-owned life insurance (“BOLI”), net	21,465		21,314		Bank-owned life insurance (“BOLI”), net	21,550		21,314
Other real estate owned (“OREO”) and repossessed assets, net	Other real estate owned (“OREO”) and repossessed assets, net	575		659		Other real estate owned (“OREO”) and repossessed assets, net	575		659
Mortgage servicing rights, at fair value	Mortgage servicing rights, at fair value	4,587		4,687		Mortgage servicing rights, at fair value	4,726		4,687
Federal Home Loan Bank (“FHLB”) stock, at cost	Federal Home Loan Bank (“FHLB”) stock, at cost	2,583		2,832		Federal Home Loan Bank (“FHLB”) stock, at cost	3,583		2,832
Premises and equipment, net	Premises and equipment, net	5,370		5,513		Premises and equipment, net	5,321		5,513
Right of use assets	Right of use assets	5,200		5,102		Right of use assets	4,966		5,102
Other assets	Other assets	5,633		4,537		Other assets	7,276		4,537
Total assets	Total assets	$	1,004,363	$	976,351	Total assets	$	1,010,774	$	976,351
LIABILITIES	LIABILITIES					LIABILITIES
Deposits	Deposits					Deposits
Interest-bearing	Interest-bearing	$	668,568	$	635,567	Interest-bearing	$	663,765	$	635,567
Noninterest-bearing demand	Noninterest-bearing demand	173,079		173,196		Noninterest-bearing demand	158,488		173,196
Total deposits	Total deposits	841,647		808,763		Total deposits	822,253		808,763
Borrowings	Borrowings	35,000		43,000		Borrowings	60,000		43,000
Accrued interest payable	Accrued interest payable	385		395		Accrued interest payable	619		395
Lease liabilities	Lease liabilities	5,543		5,448		Lease liabilities	5,306		5,448
Other liabilities	Other liabilities	9,398		8,318		Other liabilities	10,243		8,318
Advance payments from borrowers for taxes and insurance	Advance payments from borrowers for taxes and insurance	2,099		1,046		Advance payments from borrowers for taxes and insurance	732		1,046
Subordinated notes, net	Subordinated notes, net	11,686		11,676		Subordinated notes, net	11,697		11,676
Total liabilities	Total liabilities	905,758		878,646		Total liabilities	910,850		878,646
COMMITMENTS AND CONTINGENCIES (NOTE 7)	COMMITMENTS AND CONTINGENCIES (NOTE 7)	—		—		COMMITMENTS AND CONTINGENCIES (NOTE 7)	—		—
STOCKHOLDERS’ EQUITY	STOCKHOLDERS’ EQUITY					STOCKHOLDERS’ EQUITY
Preferred stock, $0.01 par value, 10,000,000 shares authorized, none issued or outstanding	Preferred stock, $0.01 par value, 10,000,000 shares authorized, none issued or outstanding	—		—		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, 2,601,443 and 2,583,619 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively		26		26
Common stock, $0.01 par value, 40,000,000 shares authorized, 2,573,223 and 2,583,619 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively						Common stock, $0.01 par value, 40,000,000 shares authorized, 2,573,223 and 2,583,619 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively	25		26
Additional paid-in capital	Additional paid-in capital	28,251		28,004		Additional paid-in capital	28,070		28,004

Retained earnings	Retained earnings	71,362		70,792		Retained earnings	72,923		70,792
Accumulated other comprehensive loss, net of tax	Accumulated other comprehensive loss, net of tax	(1,034)		(1,117)		Accumulated other comprehensive loss, net of tax	(1,094)		(1,117)
Total stockholders’ equity	Total stockholders’ equity	98,605		97,705		Total stockholders’ equity	99,924		97,705
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	1,004,363	$	976,351	Total liabilities and stockholders’ equity	$	1,010,774	$	976,351

See Notes to Condensed Consolidated Financial Statements

SOUND FINANCIAL BANCORP, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Income (unaudited)

(In thousands, except share and per share amounts)


		Three Months Ended March 31,				Three Months Ended June 30,					Six Months Ended June 30,
		2023		2022			2023			2022			2023			2022
INTEREST INCOME	INTEREST INCOME
Loans, including fees	Loans, including fees	$	11,381	$	8,075		Loans, including fees	$	11,551		$	8,697		$	22,932		$	16,772
Interest and dividends on investments, cash and cash equivalents	Interest and dividends on investments, cash and cash equivalents	793		138			Interest and dividends on investments, cash and cash equivalents	861			289			1,654			427
Total interest income	Total interest income	12,174		8,213			Total interest income	12,412			8,986			24,586			17,199
INTEREST EXPENSE	INTEREST EXPENSE						INTEREST EXPENSE
Deposits	Deposits	2,136		427			Deposits	2,953			414			5,088			841
Borrowings	Borrowings	499		—			Borrowings	547			12			1,046			12
Subordinated notes	Subordinated notes	168		168			Subordinated notes	168			168			336			336
Total interest expense	Total interest expense	2,803		595			Total interest expense	3,668			594			6,470			1,189
Net interest income	Net interest income	9,371		7,618			Net interest income	8,744			8,392			18,116			16,010
PROVISION FOR CREDIT LOSSES		10		140
Net interest income after provision for credit losses		9,361		7,478
(RELEASE OF) PROVISION FOR CREDIT LOSSES							(RELEASE OF) PROVISION FOR CREDIT LOSSES	(331)			592			(321)			748
Net interest income after (release of) provision for credit losses							Net interest income after (release of) provision for credit losses	9,075			7,800			18,437			15,262
NONINTEREST INCOME	NONINTEREST INCOME						NONINTEREST INCOME
Service charges and fee income	Service charges and fee income	581		549			Service charges and fee income	670			596			1,251			1,146
Earnings on cash surrender value of bank-owned life insurance		151		21
Earnings on bank-owned life insurance							Earnings on bank-owned life insurance	718			(35)			868			(14)
Mortgage servicing income	Mortgage servicing income	299		320			Mortgage servicing income	297			313			596			633
Fair value adjustment on mortgage servicing rights	Fair value adjustment on mortgage servicing rights	(140)		268			Fair value adjustment on mortgage servicing rights	96			57			(44)			325
Net gain on sale of loans	Net gain on sale of loans	78		365			Net gain on sale of loans	110			84			187			450

Total noninterest income	Total noninterest income	969		1,523			Total noninterest income	1,891			1,015			2,858			2,540
NONINTEREST EXPENSE	NONINTEREST EXPENSE						NONINTEREST EXPENSE
Salaries and benefits	Salaries and benefits	4,485		4,167			Salaries and benefits	4,700			3,969			9,185			8,137
Operations	Operations	1,441		1,299			Operations	1,491			1,436			2,933			2,720
Regulatory assessments	Regulatory assessments	153		101			Regulatory assessments	154			99			307			200
Occupancy	Occupancy	459		432			Occupancy	435			439			894			872
Data processing	Data processing	993		821			Data processing	788			849			1,780			1,670
Net loss (gain) on OREO and repossessed assets		84		—
Net (gain) loss on OREO and repossessed assets							Net (gain) loss on OREO and repossessed assets	(71)			—			13			—
Total noninterest expense	Total noninterest expense	7,615		6,820			Total noninterest expense	7,497			6,792			15,112			13,599
Income before provision for income taxes	Income before provision for income taxes	2,715		2,181			Income before provision for income taxes	3,469			2,023			6,183			4,203
Provision for income taxes	Provision for income taxes	547		458			Provision for income taxes	577			409			1,124			867
Net income	Net income	$	2,168	$	1,723		Net income	$	2,892		$	1,614		$	5,059		$	3,336

Earnings per common share:	Earnings per common share:						Earnings per common share:
Basic	Basic	$	0.84	$	0.66		Basic	$	1.12		$	0.62		$	1.95		$	1.28
Diluted	Diluted	$	0.83	$	0.65		Diluted	$	1.11		$	0.61		$	1.94		$	1.26
Weighted-average number of common shares outstanding:	Weighted-average number of common shares outstanding:						Weighted-average number of common shares outstanding:
Basic	Basic	2,578,413		2,602,168			Basic	2,574,677			2,584,179			2,576,545			2,593,173
Diluted	Diluted	2,604,043		2,640,359			Diluted	2,591,233			2,615,299			2,597,486			2,627,789

See Notes to Condensed Consolidated Financial Statements

SOUND FINANCIAL BANCORP, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Comprehensive Income (unaudited)

(In thousands)


		Three Months Ended March 31,				Three Months Ended June 30,		Six Months Ended June 30,
		2023		2022				2023		2022		2023		2022
Net income	Net income	$	2,168	$	1,723		Net income	$	2,892	$	1,614	$	5,059	$	3,336
Available for sale securities:	Available for sale securities:						Available for sale securities:
Unrealized gains (losses) arising during the period		105		(770)
Income tax (expense) benefit related to unrealized gains (losses)		(22)		162
Other comprehensive income (loss), net of tax		83		(608)
Unrealized (losses) gains arising during the period							Unrealized (losses) gains arising during the period	(76)		(607)		29		(1,377)
Income tax benefit (expense) related to unrealized (losses) gains							Income tax benefit (expense) related to unrealized (losses) gains	16		127		(6)		289
Other comprehensive (loss) income, net of tax							Other comprehensive (loss) income, net of tax	(60)		(480)		23		(1,088)
Comprehensive income	Comprehensive income	$	2,251	$	1,115		Comprehensive income	$	2,832	$	1,134	$	5,082	$	2,248

See Notes to Condensed Consolidated Financial Statements

SOUND FINANCIAL BANCORP, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Stockholders’ Equity

For the Three and Six Months Ended ~~March 31,~~June 30, 2023 and 2022 (unaudited)

(In thousands, except share and per share amounts)


		Shares	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income/(Loss), net of tax		Total Stockholders’ Equity			Shares	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income/(Loss), net of tax		Total Stockholders’ Equity
Balance, at March 31, 2023													Balance, at March 31, 2023	2,601,443	$	26	$	28,251	$	71,362	$	(1,034)	$	98,605
Impact of adoption of Accounting Standards Update (“ASU”) 2016-13													Impact of adoption of Accounting Standards Update (“ASU”) 2016-13	—	—		—				—		—
Net income													Net income	—	—		—		2,892		—		2,892
Other comprehensive loss, net of tax													Other comprehensive loss, net of tax	—	—		—		—		(60)		(60)
Share-based compensation													Share-based compensation	—	—		87		—		—		87

Cash dividends paid on common stock ($0.19 per share)													Cash dividends paid on common stock ($0.19 per share)	—	—		—		(494)		—		(494)
Common stock repurchased													Common stock repurchased	(31,477)	(1)		(324)		(837)		—		(1,162)

Common stock options exercised													Common stock options exercised	3,257	—		56		—		—		56

Balance, at June 30, 2023													Balance, at June 30, 2023	2,573,223	$	25	$	28,070	$	72,923	$	(1,094)	$	99,924

Balance, at December 31, 2022	Balance, at December 31, 2022	2,583,619	$	26	$	28,004	$	70,792	$	(1,117)	$	97,705	Balance, at December 31, 2022	2,583,619	$	26	$	28,004	$	70,792	$	(1,117)	$	97,705
Impact of adoption of Accounting Standards Update (“ASU”) 2016-13		—	—		—		(1,149)		—		(1,149)
Impact of adoption of ASU 2016-13													Impact of adoption of ASU 2016-13	—	—		—		(1,149)		—		(1,149)
Net income	Net income	—	—		—		2,168		—		2,168		Net income	—	—		—		5,059		—		5,059
Other comprehensive income, net of tax	Other comprehensive income, net of tax	—	—		—		—		83		83		Other comprehensive income, net of tax	—	—		—		—		23		23
Share-based compensation	Share-based compensation	—	—		192		—		—		192		Share-based compensation	—	—		279		—		—		279
Restricted stock awards issued	Restricted stock awards issued	8,850	—		—		—		—		—		Restricted stock awards issued	8,850	—		—		—		—		—
Cash dividends paid on common stock ($0.17 per share)		—	—		—		(442)		—		(442)
Cash dividends paid on common stock ($0.36 per share)													Cash dividends paid on common stock ($0.36 per share)	—	—		—		(936)		—		(936)
Common stock repurchased	Common stock repurchased	(204)	—		(2)		(7)		—		(9)		Common stock repurchased	(31,681)	(1)		(326)		(843)		—		(1,170)
Common stock surrendered	Common stock surrendered	(4,750)	—		(190)		—		—		(190)		Common stock surrendered	(4,750)	—		(190)		—		—		(190)
Restricted stock forfeited		(425)	—		—		—		—		—
Restricted shares forfeited													Restricted shares forfeited	(425)	—		—		—		—		—
Common stock options exercised	Common stock options exercised	14,353	—		247		—		—		247		Common stock options exercised	17,610	—		303		—		—		303

Balance, at March 31, 2023		2,601,443	$	26	$	28,251	$	71,362	$	(1,034)	$	98,605

Balance, at June 30, 2023													Balance, at June 30, 2023	2,573,223	$	25	$	28,070	$	72,923	$	(1,094)	$	99,924

Shares Common
Stock Additional Paid-in Capital Retained
Earnings Accumulated Other Comprehensive
Income/(Loss), net of tax Total
Stockholders’
Equity
Balance, at December 31, 2021 2,613,768 $ 26 $ 27,956 $ 65,237 $ 139 $ 93,358
Net income — — — 1,723 — 1,723
Other comprehensive loss, net of tax — — — — (608) (608)
Share-based compensation — — 203 — — 203
Restricted stock awards issued 9,700 — — — — —
Cash dividends paid on common stock ($0.27 per share) — — — (709) — (709)
Common stock repurchased (4,008) (48) (112) (160)
Common stock surrendered (100) — — — — —
Restricted stock forfeited (250) — — — — —
Common stock options exercised 2,421 — 43 — — 43
Balance, at March 31, 2022 2,621,531 $ 26 $ 28,154 $ 66,139 $ (469) $ 93,850


	Shares	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income/(Loss), net of tax		Total Stockholders’ Equity
Balance, at March 31, 2022	2,621,531	$	26	$	28,154	$	66,139	$	(469)	$	93,850
Net income	—	—		—		1,614		—		1,614
Other comprehensive loss, net of tax	—	—		—		—		(480)		(480)
Share-based compensation	—	—		91		—		—		91
Common stock surrendered	(1,010)	—		(38)		—		—		(38)
Cash dividends paid on common stock ($0.17 per share)	—	—		—		(444)		—		(444)
Common stock repurchased	(42,791)	—		(468)		(1,106)		—		(1,574)
Restricted shares forfeited	(585)	—		—		—		—		—

Common stock options exercised	1,450	—		38		—		—		38

Balance, at June 30, 2022	2,578,595	$	26	$	27,777	$	66,203	$	(949)	$	93,057

Balance, at December 31, 2021	2,613,768	$	26	$	27,956	$	65,237	$	139	$	93,358
Net income	—	—		—		3,336		—		3,336
Other comprehensive loss, net of tax	—	—		—		—		(1,088)		(1,088)
Share-based compensation	—	—		294		—		—		294
Restricted stock awards issued	9,700	—		—		—		—		—
Cash dividends paid on common stock ($0.44 per share)	—	—		—		(1,152)		—		(1,152)
Common stock repurchased	(46,799)			(516)		(1,218)				(1,734)
Common stock surrendered	(1,110)	—		(38)		—		—		(38)
Restricted stock forfeited	(835)	—		—		—		—		—
Common stock options exercised	3,871	—		81		—		—		81

Balance, at June 30, 2022	2,578,595	$	26	$	27,777	$	66,203	$	(949)	$	93,057

See Notes to Condensed Consolidated Financial Statements

SOUND FINANCIAL BANCORP, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Cash Flows (unaudited)

(In thousands)


		Three Months Ended March 31,					Six Months Ended June 30,
		2023		2022			2023		2022
CASH FLOWS FROM OPERATING ACTIVITIES:	CASH FLOWS FROM OPERATING ACTIVITIES:					CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	Net income	$	2,168	$	1,723	Net income	$	5,059	$	3,336
Adjustments to reconcile net income to net cash from operating activities:	Adjustments to reconcile net income to net cash from operating activities:					Adjustments to reconcile net income to net cash from operating activities:
Amortization of net discounts on investments	Amortization of net discounts on investments	17		24		Amortization of net discounts on investments	39		47
Provision for credit losses		10		140
(Release of) provision for credit losses						(Release of) provision for credit losses	(321)		748
Depreciation and amortization	Depreciation and amortization	178		173		Depreciation and amortization	354		354
Compensation expense related to stock options and restricted stock	Compensation expense related to stock options and restricted stock	192		203		Compensation expense related to stock options and restricted stock	279		294
Fair value adjustment on mortgage servicing rights	Fair value adjustment on mortgage servicing rights	140		(268)		Fair value adjustment on mortgage servicing rights	44		(325)
Right of use assets amortization	Right of use assets amortization	236		34		Right of use assets amortization	470		263
Change in lease liabilities	Change in lease liabilities	(239)		(31)		Change in lease liabilities	(476)		(262)
Change in cash surrender value of BOLI	Change in cash surrender value of BOLI	(151)		(21)		Change in cash surrender value of BOLI	(301)		14
Net gain on BOLI death benefit						Net gain on BOLI death benefit	(567)		—
Net change in advances from borrowers for taxes and insurance	Net change in advances from borrowers for taxes and insurance	1,053		485		Net change in advances from borrowers for taxes and insurance	(314)		(444)

Net gain on sale of loans	Net gain on sale of loans	(78)		(365)		Net gain on sale of loans	(187)		(450)
Proceeds from sale of loans held-for-sale	Proceeds from sale of loans held-for-sale	3,906		12,424		Proceeds from sale of loans held-for-sale	10,362		15,412
Originations of loans held-for-sale	Originations of loans held-for-sale	(5,282)		(12,118)		Originations of loans held-for-sale	(11,974)		(13,856)
Net loss (gain) on OREO and repossessed assets		84		—
Net loss on OREO and repossessed assets						Net loss on OREO and repossessed assets	13		—
Change in operating assets and liabilities:	Change in operating assets and liabilities:					Change in operating assets and liabilities:
Accrued interest receivable	Accrued interest receivable	(69)		100		Accrued interest receivable	(17)		(133)
Other assets	Other assets	(1,273)		(35)		Other assets	(2,811)		(111)
Accrued interest payable	Accrued interest payable	(10)		(162)		Accrued interest payable	224		(6)
Other liabilities	Other liabilities	1,080		598		Other liabilities	1,925		639
Net cash provided by operating activities	Net cash provided by operating activities	1,962		2,904		Net cash provided by operating activities	1,801		5,520
CASH FLOWS FROM INVESTING ACTIVITIES:	CASH FLOWS FROM INVESTING ACTIVITIES:					CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of available-for-sale securities	Purchase of available-for-sale securities	—		(2,803)		Purchase of available-for-sale securities	—		(2,803)
Proceeds from principal payments, maturities and sales of available-for-sale securities	Proceeds from principal payments, maturities and sales of available-for-sale securities	1,704		215		Proceeds from principal payments, maturities and sales of available-for-sale securities	1,820		437
Purchase of held-to-maturity securities	Purchase of held-to-maturity securities	—		(2,226)		Purchase of held-to-maturity securities	—		(2,226)
Proceeds from principal payments of held-to-maturity securities	Proceeds from principal payments of held-to-maturity securities	9		3		Proceeds from principal payments of held-to-maturity securities	17		10
Net increase in loans		(4,636)		(21,382)

Net decrease (increase) in loans						Net decrease (increase) in loans	10,408		(117,862)
Proceeds from death benefit on BOLI						Proceeds from death benefit on BOLI	632		—
Purchases of premises and equipment, net	Purchases of premises and equipment, net	(35)		(84)		Purchases of premises and equipment, net	(162)		(167)

Net cash used in investing activities		(2,958)		(26,277)
Proceeds from sale of OREO and other repossessed assets						Proceeds from sale of OREO and other repossessed assets	71		—
Net cash provided by (used in) investing activities						Net cash provided by (used in) investing activities	12,786		(122,611)
CASH FLOWS FROM FINANCING ACTIVITIES:	CASH FLOWS FROM FINANCING ACTIVITIES:					CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits		32,884		37,771

Net increase (decrease) in deposits						Net increase (decrease) in deposits	13,490		(12,334)
Proceeds from borrowings						Proceeds from borrowings	40,000		30,000
Repayment of borrowings	Repayment of borrowings	(8,000)		—		Repayment of borrowings	(23,000)		—

FHLB stock redeemed/(purchased)		249		(71)
FHLB stock purchased						FHLB stock purchased	(751)		(1,271)
Common stock repurchases	Common stock repurchases	(9)		(160)		Common stock repurchases	(1,170)		(1,734)
Purchase of stock surrendered to pay tax liability	Purchase of stock surrendered to pay tax liability	(190)		—		Purchase of stock surrendered to pay tax liability	(190)		(38)

Dividends paid on common stock	Dividends paid on common stock	(442)		(709)		Dividends paid on common stock	(936)		(1,152)
Proceeds from common stock option exercises	Proceeds from common stock option exercises	247		43		Proceeds from common stock option exercises	303		81
Net cash provided by financing activities	Net cash provided by financing activities	24,739		36,874		Net cash provided by financing activities	27,746		13,552
Net change in cash and cash equivalents	Net change in cash and cash equivalents	23,743		13,501		Net change in cash and cash equivalents	42,333		(103,539)
Cash and cash equivalents, beginning of period	Cash and cash equivalents, beginning of period	57,836		183,590		Cash and cash equivalents, beginning of period	57,836		183,590
Cash and cash equivalents, end of period	Cash and cash equivalents, end of period	$	81,579	$	197,091	Cash and cash equivalents, end of period	$	100,169	$	80,051
SUPPLEMENTAL CASH FLOW INFORMATION:	SUPPLEMENTAL CASH FLOW INFORMATION:					SUPPLEMENTAL CASH FLOW INFORMATION:

Cash paid for income taxes						Cash paid for income taxes	$	1,580	$	910
Interest paid on deposits and borrowings	Interest paid on deposits and borrowings	2,813		757		Interest paid on deposits and borrowings	6,246		1,195

ROU assets obtained in exchange for new operating lease liabilities	ROU assets obtained in exchange for new operating lease liabilities	334		—		ROU assets obtained in exchange for new operating lease liabilities	334		—
Impact of adoption of ASU 2016-13 on retained earnings	Impact of adoption of ASU 2016-13 on retained earnings	(1,149)		—		Impact of adoption of ASU 2016-13 on retained earnings	(1,149)		—

See Notes to Condensed Consolidated Financial Statements

SOUND FINANCIAL BANCORP, INC. AND SUBSIDIARY

Notes to Condensed Consolidated Financial Statements (unaudited)

Note 1 – Basis of Presentation

The accompanying financial information is unaudited and has been prepared from the consolidated financial statements of Sound Financial Bancorp, Inc., and its wholly owned subsidiaries, Sound Community Bank and Sound Community Insurance Agency, Inc. References in this document to Sound Financial Bancorp refer to Sound Financial Bancorp, Inc. and references to the “Bank” refer to Sound Community Bank. References to “we,” “us,” and “our” or the “Company” refers to Sound Financial Bancorp and its wholly-owned subsidiaries, Sound Community Bank and Sound Community Insurance Agency, Inc., unless the context otherwise requires.

These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the financial position and results of operations for the periods presented have been included. Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the SEC. These unaudited financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 14, 2023 (“2022 Form 10-K”). The results for the interim periods are not necessarily indicative of results for a full year or any other future period.

Certain amounts in the prior period’s consolidated financial statements have been reclassified to conform to the current presentation. These classifications do not have an impact on previously reported consolidated net income, stockholders’ equity or earnings per share.

We have not made any changes in our significant accounting policies from those disclosed in the 2022 Form 10-K, except for the accounting for debt securities, the allowance for credit losses (“ACL”) on loans and unfunded commitments, and loan modifications, as described below.

Allowance for Credit Losses on Investment Securities. The ACL on investment securities is determined for both the held-to-maturity and available-for-sale classifications of the investment portfolio in accordance with Accounting Standards Codification (“ASC”) 326 - Financial Instruments - Credit Losses. For available-for-sale investment securities, we perform a quarterly qualitative evaluation for securities in an unrealized loss position to determine if, for those investments in an unrealized loss position, the decline in fair value is credit related or non-credit related. In determining whether a security’s decline in fair value is credit related, we consider a number of factors including, but not limited to: (i) the extent to which the fair value of the investment is less than its amortized cost; (ii) the financial condition and near-term prospects of the issuer; (iii) downgrades in credit ratings; (iv) payment structure of the security, (v) the ability of the issuer of the security to make scheduled principal and interest payments and (vi) general market conditions, which reflect prospects for the economy as a whole, including interest rates and sector credit spreads. If it is determined that the unrealized loss can be attributed to credit loss, we record the amount of credit loss through a charge to provision for credit losses in current period earnings. However, the amount of credit loss recorded in current period earnings is limited to the amount of the total unrealized loss on the security, which is measured as the amount by which the security’s fair value is below its amortized cost. If it is likely we will be required to sell the security in an unrealized loss position, the total amount of the loss is recognized in current period earnings. For unrealized losses deemed non-credit related, we record the loss, net of tax, through accumulated other comprehensive income.

We determine expected credit losses on available-for-sale and held-to-maturity securities through a discounted cash flow approach, using the security’s effective interest rate. However, as previously mentioned, the measurement of credit losses on available-for-sale securities only occurs when, through our qualitative assessment, ~~it is determined~~ all or a portion of the unrealized loss is ~~deemed~~determined to be credit related. Our discounted cash flow approach incorporates assumptions about the collectability of future cash flows. The amount of credit loss is measured as the amount by which the security’s amortized cost exceeds the present value of expected future cash flows. Credit losses on available-for-sale securities are measured on an individual basis, while credit losses on held-to-maturity securities are measured on a collective basis according to shared risk characteristics. Credit losses on held-to-maturity securities are only recognized at the individual security level when we determine a security no longer possesses risk characteristics similar to others in the portfolio. We do not measure credit losses on an investment’s accrued interest receivable, but rather promptly reverse from current period earnings the amount of accrued interest that is no longer deemed collectable. Accrued interest receivable for investment securities is included in accrued interest receivable balances in the Condensed Consolidated Balance Sheets.

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Allowance for Credit Losses on Loans and Unfunded Loan Commitments. We maintain an ACL on loans and unfunded loan commitments in accordance with ASC 326. ASC 326 requires us to recognize estimates for lifetime credit losses on loans and unfunded loan commitments at the time of origination or acquisition. The recognition of credit losses at origination or acquisition represents our best estimate of lifetime expected credit losses, given the facts and circumstances associated with a particular loan or group of loans with similar risk characteristics. Determining the ACL involves the use of significant management judgement and estimates, which are subject to change based on management’s ongoing assessment of the credit quality of the loan portfolio and changes in economic forecasts used in the model. We use a historical loss rate model when determining estimates for the ACL for our loan portfolio. We also utilize proxy loan data in our ACL model where our own historical data is not sufficiently available. We do not measure credit losses on a loan’s accrued interest receivable, but rather promptly reverse from current period earnings the amount of accrued interest that is no longer deemed collectable. Accrued interest receivable for loans is included in accrued interest receivable balances in the Condensed Consolidated Balance Sheets.

Our ACL model forecasts primarily over a two-year time horizon, which we believe is a reasonable and supportable period. Beyond the two-year forecast time horizon, our ACL model reverts to historical long-term average loss rates. The duration of the forecast horizon, the period over which forecasts revert to long-term averages, the economic forecasts that management utilizes, as well as additional internal and external indicators of economic forecasts that management considers, may change over time depending on the nature and composition of our loan portfolio.

We utilize a discounted cash flow ACL model for individually analyzed loans using internally derived estimates for prepayments in determining the amount and timing of future contractual cash flows we expect to collect, unless the loan is deemed collateral dependent, which requires measurement of the ACL based on the estimated expected fair value of the underlying collateral, less costs to sell. The estimate of future cash flows also incorporates estimates for contractual amounts we believe may not be collected, which are based on assumptions for our estimated exposure at default. Our estimated exposure at default is determined by the contractual payment schedule and expected payment profile of the loan, incorporating estimates for expected prepayments and future draws on revolving credit facilities. Our ACL methodology for unfunded loan commitments also includes assumptions concerning the probability an unfunded commitment will be drawn upon by the borrower. These assumptions are based on the historical experience of banks in an independent third party database.

Expectations of future cash flows are discounted at the loan’s effective interest rate for individually analyzed loans. The effective interest rate represents the contractual rate on the loan, adjusted for any purchase premiums, or discounts, and deferred fees and costs associated with an originated loan. We have made an accounting policy election to adjust the effective interest rate to take into consideration the effects of estimated prepayments. The resulting ACL represents the amount by which the loan’s amortized cost exceeds the net present value of a loan’s discounted cash flows. The ACL is recorded through a charge to provision for credit losses and is reduced by charge-offs, net of recoveries on loans previously charged-off. It is our policy to charge-off loan balances at the time they are not expected to be collected.

The historical loss rate model is derived from our loan portfolio credit history, as well as the comparable credit history for peer banks in Washington state. Key loan level attributes and economic drivers in determining the loss rate for loans include unemployment rates, changes to interest rates, changes in credit quality, changes to the consumer price index, and changes in real estate prices.

In order to develop reasonable and supportable forecasts of future conditions, we estimate how those forecasts are expected to impact a borrower’s ability to satisfy their obligations to us and the ultimate collectability of future cash flows over the life of a loan. Management periodically evaluates appropriateness of economic scenarios and may decide that a particular economic scenario or a combination of probability-weighted economic scenarios should be used in our ACL model. Our ACL model at ~~March 31,~~June 30, 2023 includes assumptions concerning the rising interest rate environment, ongoing inflationary pressures throughout the U.S. economy, higher energy prices, the potential impact of the ongoing war between Russia and Ukraine, general uncertainty concerning future economic conditions, and the potential for recessionary conditions.

It is important to note that our ACL model relies on multiple economic variables, which are used in several economic scenarios. Although no one economic variable can fully demonstrate the sensitivity of the ACL calculation to changes in the economic variables used in the model, we have identified certain economic variables that have significant influence in our model for determining the ACL. These key economic variables include changes in the Washington state unemployment rate, residential real estate prices in the Seattle Metropolitan Statistical Area, and interest rates. Recognizing that forecasts of macroeconomic conditions are inherently uncertain, we believe that the process to consider the available information and associated risks and uncertainties is appropriately governed and that estimates of expected credit losses were reasonable and appropriate upon adoption and for the three and six months ended ~~March 31,~~June 30, 2023.

Our ACL model also includes adjustments for qualitative factors, where appropriate. We recognize that historical information used as the basis for determining future expected credit losses may not always, by itself, provide a sufficient basis for determining future expected credit losses. We therefore consider the need for qualitative adjustments to the ACL on a quarterly

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basis. Qualitative adjustments may be related to and include, but are not limited to, factors such as: (i) management’s assessment of economic forecasts used in the model and how those forecasts align with management’s overall evaluation of current and expected economic conditions, (ii) organization specific risks such as credit concentrations, collateral specific risks, regulatory risks, and external factors that may ultimately impact credit quality, (iii) potential model limitations such as limitations identified through back-testing, and other limitations associated with factors such as underwriting changes, acquisition of new portfolios, and changes in portfolio segmentation, and (iv) management’s overall assessment of the adequacy of the ACL, including an assessment of model data inputs used to determine the ACL.

Qualitative adjustments primarily relate to certain segments of the loan portfolio deemed by management to be of a higher-risk profile or other factors where management believes the quantitative component of our ACL model may not be fully reflective of levels deemed adequate in the judgement of management. Certain qualitative adjustments also relate to heightened uncertainty as to future macroeconomic conditions and the related impact on certain loan segments. Management reviews the need for an appropriate level of qualitative adjustments on a quarterly basis, and as such, the amount and allocation of qualitative adjustments may change in future periods.

Modified Loans to Borrowers Experiencing Financial Difficulty. We occasionally modify loans to alleviate temporary difficulties in the borrower’s financial condition and/or constraints on the borrower’s ability to repay the loan, and to minimize our potential losses. We refer to these modifications as modified loans to troubled borrowers. Modifications may include: changes in the amortization terms of the loan, reductions in interest rates, acceptance of interest only payments, and, in very limited cases, reductions to the outstanding loan balance. Such loans are typically placed on nonaccrual status when there is doubt concerning the full repayment of principal and interest or the loan has been in default for a period of 90 days or more. Such loans may be returned to accrual status when all contractual amounts past due have been brought current, and the borrower’s performance under the modified terms of the loan agreement and the ultimate collectability of all contractual amounts due under the modified terms is no longer in doubt. We typically measure the ACL on modified loans to troubled borrowers on an individual basis when the loans are deemed to no longer share risk characteristics that are similar with other loans in the portfolio. The determination of the ACL for these loans is based on a discounted cash flow approach for loans measured individually, unless the loan is deemed collateral dependent, which requires measurement of the ACL based on the estimated fair value of the underlying collateral, less estimated costs to sell. GAAP requires us to make certain disclosures related to these loans, including certain types of modifications, as well as how such loans have performed since their modifications. Refer to Note 4 – Loans for additional information concerning modified loans to troubled borrowers.

Note 2 – Accounting Pronouncements Recently Issued or Adopted

On March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2020-04, "Reference Rate Reform" ("Topic 848"). This ASU provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The amendments in this update apply to modifications to eligible contracts (e.g., loans, debt securities, derivatives, borrowings) that replace a reference rate affected by reference rate reform (including rates referenced in fallback provisions) and contemporaneous modifications of other contract terms related to the replacement of the reference rate (including contract modifications to add or change fallback provisions). The following optional expedients for applying the requirements of certain Topics or Industry Subtopics in the related Codification are permitted for contracts that are modified because of reference rate reform and that meet certain scope guidance: 1) Modifications of contracts within the scope of Topics 310, Receivables, and 470, Debt, should be accounted for by prospectively adjusting the effective interest rate; 2) Modifications of contracts within the scope of Topics 840, Leases, and 842, Leases, should be accounted for as a continuation of the existing contracts with no reassessments of the lease classification and the discount rate (for example, the incremental borrowing rate) or remeasurements of lease payments that otherwise would be required under those Topics for modifications not accounted for as separate contracts; and 3) Modifications of contracts do not require an entity to reassess its original conclusion about whether that contract contains an embedded derivative that is clearly and closely related to the economic characteristics and risks of the host contract under Subtopic 815-15, Derivatives and Hedging— Embedded Derivatives.

In January 2021, ASU 2021-01 updated amendments in the new ASU to clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. The ASU also amends the expedients and exceptions in Topic 848 to capture the incremental consequences of the scope clarification. The amendments in this ASU have differing effective dates, beginning with interim periods including and subsequent to March 12, 2020 through December 31, 2022. The Company does not expect the adoption of ASU 2020-04 to have a material impact on its consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments and subsequent amendments to the initial guidance in November 2018, ASU No. 2018-19,

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April 2019, ASU 2019-04, May 2019, ASU 2019-05, November 2019, ASU 2019-11, February 2020, ASU 2020-02, and March 2020, ASU 2020-03, all of which clarifies codification and corrects unintended application of the guidance. This ASU replaces the existing incurred loss impairment methodology that recognizes credit losses when a probable loss has been incurred with new methodology where loss estimates are based upon lifetime expected credit losses. The amendments in this ASU require a financial asset that is measured at amortized cost to be presented at the net amount expected to be collected. The income statement would then reflect the measurement of credit losses for newly recognized financial assets as well as changes to the expected credit losses that have taken place during the reporting period.

The Company adopted the provisions of ASC 326 through the application of the modified retrospective transition approach, and recorded a net decrease of approximately $1.1 million to the beginning balance of retained earnings as of January 1, 2023 for the cumulative effect adjustment, reflecting an initial adjustment to the ACL of $1.5 million, net of related deferred tax assets arising from temporary differences of $305 thousand, commonly referred to as the “Day 1” adjustment. The Day 1 adjustment to the ACL is reflective of expected lifetime credit losses associated with the composition of financial assets within in the scope of ASC 326 as of January 1, 2023, which is comprised of loans held for investment and off-balance sheet credit exposures at January 1, 2023, as well as management’s current expectation of future economic conditions.

The following table presents the impact of adopting ASU 2016-13 on January 1, 2023:


(dollars in thousands)	As Reported Under ASC 326		Prior to Adopting ASC 326		Impact of ASC 326 Adoption
Allowance for credit losses - loans
Real estate loans:
One- to four- family	$	2,126	$	1,771	$	355
Home equity	201		132		69
Commercial and multifamily	2,181		2,501		(320)
Construction and land	2,568		1,209		1,359
Total real estate loans	7,075		5,613		1,462
Consumer loans:
Manufactured homes	282		462		(180)
Floating homes	622		456		166
Other consumer	161		324		(163)
Total consumer loans	1,065		1,242		(177)
Commercial business loans	221		256		(35)
Unallocated	(3)		488		(491)
Total loans	8,359		7,599		760

Allowance for credit losses - unfunded commitments
Reserve for unfunded commitments	1,030		335		695

Total	$	9,389	$	7,934	$	1,455

In March 2022, the FASB issued ASU 2022-02, Financial Instruments — Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures. The ASU eliminates the accounting guidance for troubled debt restructured loans (“TDRs”) by creditors while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. Additionally, the ASU requires public business entities to disclose current-period gross write-offs by year of origination for financing receivables and net investments in leases. This ASU was effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, upon the Company’s adoption of the amendments in ASU 2016-13, which is commonly referred to as the current expected credit loss methodology. The Company adopted ASU 2022-02 on January 1, 2023 using the prospective transition guidance which allows the entity to

continue estimating expected credit losses in accordance with legacy U.S. GAAP for receivables modified in a TDR until the receivables are subsequently modified or settled. Once a legacy TDR is modified after adoption of ASU 2022-02, the

prospective transition guidance no longer applies and the impact to the ACL is recognized in earnings in the period of modification. This is not expected to be material.

Note 3 – Investments

At ~~March 31,~~June 30, 2023, the Company did not own any debt securities classified as trading or any equity investment securities.

The amortized cost and fair value of our AFS securities and the corresponding amounts of gross unrealized gains and losses at the dates indicated were as follows (in thousands):


		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value			Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
March 31, 2023
June 30, 2023										June 30, 2023

Municipal bonds	Municipal bonds	$	6,424	$	23	$	(981)	$	5,466	Municipal bonds	$	6,414	$	17	$	(1,000)	$	5,431
Agency mortgage-backed securities	Agency mortgage-backed securities	3,486		1		(352)		3,135		Agency mortgage-backed securities	3,369		1		(403)		2,967

Total	Total	$	9,910	$	24	$	(1,333)	$	8,601	Total	$	9,783	$	18	$	(1,403)	$	8,398

December 31, 2022	December 31, 2022									December 31, 2022
Treasury bills	Treasury bills	$	1,596	$	—	$	(2)	$	1,594	Treasury bills	$	1,596	$	—	$	(2)	$	1,594
Municipal bonds	Municipal bonds	6,434		16		(1,029)		5,421		Municipal bonds	6,434		16		(1,029)		5,421
Agency mortgage-backed securities	Agency mortgage-backed securities	3,591		1		(400)		3,192		Agency mortgage-backed securities	3,591		1		(400)		3,192

Total	Total	$	11,621	$	17	$	(1,431)	$	10,207	Total	$	11,621	$	17	$	(1,431)	$	10,207

The amortized cost and fair value of our HTM securities and the corresponding amounts of gross unrealized gains and losses at the dates indicated were as follows (in thousands):


		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value			Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
March 31, 2023
June 30, 2023										June 30, 2023

Municipal bonds	Municipal bonds	$	705	$	—	$	(171)	$	533	Municipal bonds	$	705	$	—	$	(175)	$	530
Agency mortgage-backed securities	Agency mortgage-backed securities	1,486		—		(200)		1,286		Agency mortgage-backed securities	1,477		—		(210)		1,267

Total	Total	$	2,190	$	—	$	(371)	$	1,819	Total	$	2,182	$	—	$	(385)	$	1,797

December 31, 2022	December 31, 2022									December 31, 2022

Municipal bonds	Municipal bonds	$	705	$	—	$	(169)	$	536	Municipal bonds	$	705	$	—	$	(169)	$	536
Agency mortgage-backed securities	Agency mortgage-backed securities	1,494		—		(219)		1,275		Agency mortgage-backed securities	1,494		—		(219)		1,275

Total	Total	$	2,199	$	—	$	(388)	$	1,811	Total	$	2,199	$	—	$	(388)	$	1,811

The amortized cost and fair value of AFS and HTM securities at ~~March 31,~~June 30, 2023, by contractual maturity, are shown below (in thousands). Expected maturities of AFS securities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Investments not due at a single maturity date,

~~primarily~~ consisting of agency mortgage-backed ~~investments,~~securities, are shown separately.
March 31, 2023
Available-for-sale Held-to-maturity
Amortized
Cost Fair
Value Amortized
Cost Fair
Value
Due within one year $ — $ — $ — $ —
Due after one year through five years 150 151 — —
Due after five years through ten years 1,227 1,243 — —
Due after ten years 5,047 4,072 705 533
Agency mortgage-backed securities 3,486 3,135 1,486 1,286
Total $ 9,910 $ 8,601 $ 2,190 $ 1,819

~~There were no pledged securities at March 31, 2023 or December 31, 2022.~~


	June 30, 2023
	Available-for-sale				Held-to-maturity
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due within one year	$	—	$	—	$	—	$	—
Due after one year through five years	150		150		—		—
Due after five years through ten years	1,227		1,239		—		—
Due after ten years	5,037		4,042		705		530
Agency mortgage-backed securities	3,369		2,967		1,477		1,267
Total	$	9,783	$	8,398	$	2,182	$	1,797

There were no ~~sales of AFS~~pledged securities ~~during the three months ended March 31,~~at June 30, 2023 or December 31, 2022.

There were no sales of AFS or HTM securities during the three and six months ended ~~March 31,~~June 30, 2023 or 2022.

Accrued interest receivable on securities totaled ~~$78~~$49 thousand and $54 thousand at ~~March 31,~~June 30, 2023 and December 31, 2022, respectively, in the accompanying Condensed Consolidated Balance Sheets. Accrued interest receivable is excluded from the estimate of expected credit losses.

The following table summarizes the aggregate fair value and gross unrealized loss by length of time of those investments for which an allowance for credit losses has not been recorded that have been in a continuous unrealized loss position at the dates indicated (in thousands):


		March 31, 2023													June 30, 2023
		Less Than 12 Months				12 Months or Longer				Total					Less Than 12 Months				12 Months or Longer				Total
		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss			Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
Available-for-sale securities	Available-for-sale securities													Available-for-sale securities

Municipal bonds	Municipal bonds	$	597	$	(203)	$	3,193	$	(778)	$	3,790	$	(981)	Municipal bonds	$	—	$	—	$	3,761	$	(1,000)	$	3,761	$	(1,000)
Agency mortgage-backed securities	Agency mortgage-backed securities	456		(14)		2,451		(338)		2,907		(352)		Agency mortgage-backed securities	137		(5)		2,614		(398)		2,751		(403)

Total available-for-sale securities	Total available-for-sale securities	$	1,053	$	(217)	$	5,644	$	(1,116)	$	6,697	$	(1,333)	Total available-for-sale securities	$	137	$	(5)	$	6,375	$	(1,398)	$	6,512	$	(1,403)
Held-to-maturity securities	Held-to-maturity securities													Held-to-maturity securities

Municipal bonds	Municipal bonds	$	—	$	—	$	533	$	(171)	$	533	$	(171)	Municipal bonds	$	—	$	—	$	530	$	(175)	$	530	$	(175)
Agency mortgage-backed securities	Agency mortgage-backed securities	—		—		1,286		(200)		1,286		(200)		Agency mortgage-backed securities	—		—		1,267		(210)		1,267		(210)

Total held-to-maturity securities	Total held-to-maturity securities	$	—	$	—	$	1,819	$	(371)	$	1,819	$	(371)	Total held-to-maturity securities	$	—	$	—	$	1,797	$	(385)	$	1,797	$	(385)


	December 31, 2022
	Less Than 12 Months				12 Months or Longer				Total
	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
Available-for-sale securities
Treasury bills	$	1,594	$	(2)	$	—	$	—	$	1,594	$	(2)
Municipal bonds	2,506		(641)		1,246		(388)		3,752		(1,029)
Agency mortgage-backed securities	2,666		(314)		292		(86)		2,958		(400)

Total	$	6,766	$	(957)	$	1,538	$	(474)	$	8,304	$	(1,431)
Held-to-maturity securities

Municipal bonds	$	536	$	(169)	$	—	$	—	$	536	$	(169)
Agency mortgage-backed securities	1,274		(219)		—		—		1,274		(219)

Total held-to-maturity securities	$	1,810	$	(388)	$	—	$	—	$	1,810	$	(388)

There was no allowance for credit losses on securities at ~~March 31,~~June 30, 2023 or December 31, 2022. At ~~March 31,~~June 30, 2023, the total securities portfolio consisted of 12 agency mortgage-backed securities and 11 municipal bonds, with a total portfolio fair value of ~~$10.4~~$10.2 million. At December 31, 2022, the total securities portfolio consisted of one treasury bill security, 11 agency mortgage-backed securities and 12 municipal bonds, with a fair value of ~~$10.2~~$12.0 million. At ~~March 31,~~June 30, 2023, there were ~~five~~two securities in an unrealized loss position for less than 12 months, and 1316 securities in an unrealized loss position for more than 12 months. Of the ~~five~~two securities in an unrealized loss position for less than 12 months, ~~two securities~~both were classified as ~~HTM.~~AFS. At December 31, 2022, there were 16 securities in an unrealized loss position for less than 12 months, and three securities in an unrealized loss position for more than 12 months. The unrealized losses were caused by changes in market interest rates or the widening of market spreads subsequent to the initial purchase of these securities, and not related to the underlying credit of the issuers or the underlying collateral. It is expected that these securities will not be settled at a price less than the amortized cost of each investment. There was no provision for credit losses recognized for investment securities during the three or six months ended ~~March 31,~~June 30, 2023, because the ~~decline~~declines in fair value iswere not attributable to credit quality and because we do not intend, and it is not likely that we will be required, to sell these securities before recovery of their amortized cost basis.

Note 4 – Loans

Loans-held-for portfolio at the dates indicated, excluding loans held-for-sale, were as follows (in thousands):


		March 31, 2023		December 31, 2022			June 30, 2023		December 31, 2022
Real estate loans:	Real estate loans:					Real estate loans:
One-to-four family	One-to-four family	$	274,687	$	274,638	One-to-four family	$	273,720	$	274,638
Home equity	Home equity	19,631		19,548		Home equity	19,760		19,548
Commercial and multifamily	Commercial and multifamily	307,558		313,358		Commercial and multifamily	301,828		313,358
Construction and land	Construction and land	125,983		116,878		Construction and land	117,382		116,878
Total real estate loans	Total real estate loans	727,859		724,422		Total real estate loans	712,690		724,422
Consumer loans:	Consumer loans:					Consumer loans:
Manufactured homes	Manufactured homes	27,904		26,953		Manufactured homes	31,619		26,953
Floating homes	Floating homes	73,579		74,443		Floating homes	70,596		74,443
Other consumer	Other consumer	17,378		17,923		Other consumer	17,915		17,923
Total consumer loans	Total consumer loans	118,861		119,319		Total consumer loans	120,130		119,319
Commercial business loans	Commercial business loans	25,192		23,815		Commercial business loans	23,939		23,815
Total loans held-for-portfolio	Total loans held-for-portfolio	871,912		867,556		Total loans held-for-portfolio	856,759		867,556
Premiums for purchased loans(1)	Premiums for purchased loans(1)	946		973		Premiums for purchased loans(1)	884		973
Deferred fees, net	Deferred fees, net	(2,313)		(2,548)		Deferred fees, net	(2,214)		(2,548)
Total loans held-for-portfolio, gross	Total loans held-for-portfolio, gross	870,545		865,981		Total loans held-for-portfolio, gross	855,429		865,981
Allowance for credit losses — loans	Allowance for credit losses — loans	(8,532)		(7,599)		Allowance for credit losses — loans	(8,217)		(7,599)
Total loans held-for-portfolio, net	Total loans held-for-portfolio, net	$	862,013	$	858,382	Total loans held-for-portfolio, net	$	847,212	$	858,382

(1)Includes premiums resulting from purchased loans of ~~$499~~$492 thousand related to one-to-four family loans, ~~$310~~$300 thousand related to commercial and multifamily loans, and ~~$137~~$92 thousand related to commercial business loans as of ~~March 31,~~June 30, 2023. Includes premiums resulting from purchased loans of $507 thousand related to one-to-four family loans, $320 thousand related to commercial and multifamily loans, and $146 thousand related to commercial business loans as of December 31, 2022.

As of ~~March 31,~~June 30, 2023, there were three collateral dependent loans, totaling $147 thousand, that were in process of foreclosure.

The following table presents a summary of activity in the ACL on loans and unfunded commitments for the periods indicated (in thousands):

Three Months Ended March 31,
2023 2022
Allowance for Credit Losses - Loans Reserve for Unfunded Loan Commitments Allowance for Credit Losses Allowance for Credit Losses - Loans Reserve for Unfunded Loan Commitments Allowance for Credit Losses
Balance at beginning of period $ 7,599 $ 335 $ 7,934 $ 6,306 $ 404 $ 6,710
Adoption of ASU 2016-13(1) 760 695 1,455 — — —
Provision for credit losses during the period 245 (235) 10 125 15 140
Net (charge-offs)/recoveries during the period (72) — (72) (24) — (24)
Balance at end of period $ 8,532 $ 795 $ 9,327 $ 6,407 $ 419 $ 6,826


	Three Months Ended June 30,
	2023						2022
	Allowance for Credit Losses - Loans		Reserve for Unfunded Loan Commitments		Allowance for Credit Losses		Allowance for Credit Losses - Loans		Reserve for Unfunded Loan Commitments		Allowance for Credit Losses
Balance at beginning of period	$	8,532	$	795	$	9,327	$	6,407	$	419	$	6,826

(Release of) provision for credit losses during the period	(242)		(89)		(331)		600		(8)		592
Net (charge-offs)/recoveries during the period	(73)		—		(73)		110		—		110
Balance at end of period	$	8,217	$	706	$	8,923	$	7,117	$	411	$	7,528

	Six Months Ended June 30,
	2023						2022
	Allowance for Credit Losses - Loans		Reserve for Unfunded Loan Commitments		Allowance for Credit Losses		Allowance for Credit Losses - Loans		Reserve for Unfunded Loan Commitments		Allowance for Credit Losses
Balance at beginning of period	$	7,599	$	335	$	7,934	$	6,306	$	404	$	6,710
Adoption of ASU 2016-13(1)	760		695		1,455		—		—		—
Provision for (release of) credit losses during the period	3		(324)		(321)		725		7		732
Net (charge-offs)/recoveries during the period	(145)		—		(145)		86				86
Balance at end of period	$	8,217	$	706	$	8,923	$	7,117	$	411	$	7,528

(1) Represents the impact of adopting ASU 2016-13, Financial Instruments — Credit Losses on January 1, 2023. Since that date, as a result of adopting ASU 2016-13, our methodology to compute our allowance for credit losses has been based on a current expected credit loss methodology, rather than the previously applied incurred loss methodology.

Accrued interest receivable on loans receivable totaled $3.0 million at both ~~March 31,~~June 30, 2023 and December 31, 2022 in the accompanying Condensed Consolidated Balance Sheets. Accrued interest receivable is excluded from the estimate of expected credit losses.

The following tables summarize the activity in the allowance for ~~loan~~credit losses - loans, excluding accrued interest, for the periods indicated (in thousands):


		Three Months Ended March 31, 2023													Three Months Ended June 30, 2023
		Beginning Allowance		Impact of Adoption of ASU 2016-16		Charge-offs		Recoveries		Provision (Recapture)		Ending Allowance			Beginning Allowance		Charge-offs		Recoveries		Provision (Recapture)		Ending Allowance
One-to-four family	One-to-four family	$	1,771	$	355	$	—	$	—	$	(67)	$	2,059	One-to-four family	$	2,059	$	—	$	—	$	(62)	$	1,997
Home equity(1)	Home equity(1)	132		69		—		—		(4)		197		Home equity(1)	197		(25)		—		22		194
Commercial and multifamily	Commercial and multifamily	2,501		(320)		—		—		44		2,225		Commercial and multifamily	2,225		—		—		43		2,268
Construction and land	Construction and land	1,209		1,359		—		—		210		2,778		Construction and land	2,778		—		—		(280)		2,498
Manufactured homes	Manufactured homes	462		(180)		—		—		1		283		Manufactured homes	283		—		—		26		309
Floating homes	Floating homes	456		166		—		—		(11)		611		Floating homes	611		—		—		(25)		586
Other consumer~~(1)~~(2)	Other consumer~~(1)~~(2)	324		(163)		(79)		7		70		159		Other consumer~~(1)~~(2)	159		(53)		5		49		160
Commercial business	Commercial business	256		(35)		—		—		(5)		216		Commercial business	216		—		—		(11)		205
Unallocated	Unallocated	488		(491)		—		—		7		4		Unallocated	4		—		—		(4)		—
Total	Total	$	7,599	$	760	$	(79)	$	7	$	245	$	8,532	Total	$	8,532	$	(78)	$	5	$	(242)	$	8,217

(1)During the three months ended ~~March 31,~~June 30, 2023, there was one revolving home equity loan that was charged off.

(2)During the three months ended June 30, 2023, the gross charge-offs related entirely to deposit overdrafts that were charged off.

Three Months Ended March 31, 2022
Beginning
Allowance Charge-offs Recoveries Provision
(Recapture) Ending
Allowance
One-to-four family $ 1,402 $ — $ — $ 72 $ 1,474
Home equity 93 — 2 1 96
Commercial and multifamily 2,340 — — (113) 2,227
Construction and land 650 — — 48 698
Manufactured homes 475 — — (27) 448
Floating homes 372 — — 4 376
Other consumer 310 (26) 5 44 333
Commercial business 269 (6) 1 (26) 238
Unallocated 395 — — 122 517
Total $ 6,306 $ (32) $ 8 $ 125 $ 6,407


	Six Months Ended June 30, 2023
	Beginning Allowance		Impact of Adoption of ASU 2016-16		Charge-offs		Recoveries		Provision (Recapture)		Ending Allowance
One-to-four family	$	1,771	$	355	$	—	$	—	$	(129)	$	1,997
Home equity(1)	132		69		(25)		—		18		194
Commercial and multifamily	2,501		(320)		—		—		87		2,268
Construction and land	1,209		1,359		—		—		(70)		2,498
Manufactured homes	462		(180)		—		—		27		309
Floating homes	456		166		—		—		(36)		586
Other consumer(2)	324		(163)		(132)		12		119		160
Commercial business	256		(35)		—		—		(16)		205
Unallocated	488		(491)		—		—		3		—
Total	$	7,599	$	760	$	(157)	$	12	$	3	$	8,217

(1)During the six months ended June 30, 2023, there was one revolving home equity loan that was charged off.

(2)During the six months ended June 30, 2023, the gross charge-offs related entirely to deposit overdrafts that were charged off.



	Three Months Ended June 30, 2022
	Beginning Allowance		Charge-offs		Recoveries		Provision (Recapture)		Ending Allowance
One-to-four family	$	1,474	$	—	$	45	$	119	$	1,638
Home equity	96		—		57		(40)		113
Commercial and multifamily	2,227		—		—		85		2,312
Construction and land	698		—		—		326		1,024
Manufactured homes	448		—		12		(16)		444
Floating homes	376		—		—		34		410
Other consumer	333		(11)		1		8		331
Commercial business	238		—		6		(4)		240
Unallocated	517		—		—		88		605
Total	$	6,407	$	(11)	$	121	$	600	$	7,117



	Six Months Ended June 30, 2022
	Beginning Allowance		Charge-offs		Recoveries		Provision (Recapture)		Ending Allowance
One-to-four family	$	1,402	$	—	$	45	$	191	$	1,638
Home equity	93		—		58		(38)		113
Commercial and multifamily	2,340		—		—		(28)		2,312
Construction and land	650		—		—		374		1,024
Manufactured homes	475		—		12		(43)		444
Floating homes	372		—		—		38		410
Other consumer	310		(35)		6		50		331
Commercial business	269		(6)		6		(29)		240
Unallocated	395		—		—		210		605
Total	$	6,306	$	(41)	$	127	$	725	$	7,117

Credit Quality Indicators. Federal regulations provide for the classification of lower quality loans and other assets (such as OREO and repossessed assets), debt and equity securities considered as "substandard," "doubtful" or "loss." An asset is considered "substandard" if it is inadequately protected by the current net worth and paying capacity of the obligor or of the

collateral pledged, if any. "Substandard" assets include those characterized by the "distinct possibility" that the insured institution will sustain "some loss" if the deficiencies are not corrected. Assets classified as "doubtful" have all of the weaknesses in those classified "substandard," with the added characteristic that the weaknesses present make "collection or liquidation in full," on the basis of currently existing facts, conditions and values, "highly questionable and improbable." Assets classified as "loss" are those considered "uncollectible" and of such little value that their continuance as assets without the establishment of a specific loss reserve is not warranted.

Management regularly reviews loans in the portfolio to assess credit quality indicators and to determine appropriate loan classification and grading. The grades for watch and special mention loans are used by the Company to identify and track potential problem loans which do not rise to the levels described for substandard, doubtful, or loss. These are loans which have been criticized and deserve management's close attention based upon known characteristics such as periodic payment delinquency, failure to comply with contractual terms of the loan, or collateral concerns. Loans identified as watch, special mention, substandard, doubtful, or loss are subject to additional problem loan reporting to management every three months.

When we classify problem assets as either substandard or doubtful, we may determine that these assets should be individually analyzed if they no longer share common risk characteristics with the rest of the portfolio. Therefore we may establish a specific allowance in an amount we deem prudent to address those risks. General allowances represent loss allowances which have been established to recognize the inherent risk associated with lending activities for pooled loans with common risk characteristics, but which, unlike specific allowances, have not been specifically allocated to particular problem assets. When an insured institution classifies problem assets as a loss, it is required to charge off those assets in the period in which they are deemed uncollectible. Our determination as to the classification of our assets and the amount of our valuation allowances is subject to review by the Federal Deposit Insurance Corporation (“FDIC”), the Bank's federal regulator, and, the Washington Department of Financial Institutions, the Bank's state banking regulator, which can order the establishment of additional loss allowances. Assets which do not currently expose us to sufficient risk to warrant classification in one of the aforementioned categories but possess weaknesses are required to be designated as special mention.

The following table presents the internally assigned grades as of ~~March 31,~~June 30, 2023, by type of loan and origination year (in thousands):


		Term Loans Amortized Cost Basis by Origination Year												Revolving Loans Amortized Cost Basis			Revolving Loans Amortized Cost Basis Converted to Term								Term Loans Amortized Cost Basis by Origination Year																		Revolving Loans Amortized Cost Basis			Revolving Loans Amortized Cost Basis Converted to Term
		2023		2022		2021		2020		2019		Prior						Total					2023			2022			2021			2020			2019			Prior						Total

One-to-four family:	One-to-four family:																				One-to-four family:
Pass	Pass	$	4,665	$	91,568	$	115,210	$	18,313	$	13,457	$	30,927		$	—		$	—		$	274,140		Pass		$	8,560		$	88,786		$	114,092		$	18,192		$	13,276		$	30,140		$	—		$	—		$	273,046
Special mention	Special mention	—		—		—		—		—		—		—			—			—	Special mention				—			—			—			—			—			—			—			—			—
Substandard	Substandard	—		—		—		—		281		622		—			—			903	Substandard				—			—			124			—			271			611			—			—			1,006
Doubtful	Doubtful	—		—		—		—		—		—		—			—			—	Doubtful				—			—			—			—			—			—			—			—			—
Loss	Loss	—		—		—		—		—		—		—			—			—	Loss				—			—			—			—			—			—			—			—			—
Total one-to-four family	Total one-to-four family	4,665		91,568		115,210		18,313		13,738		31,549		—			—			275,043	Total one-to-four family				8,560			88,786			114,216			18,192			13,547			30,751			—			—			274,052
Home equity:	Home equity:																				Home equity:
Pass	Pass	437		3,642		1,212		310		104		1,976		10,368			1,563			19,612	Pass				1,499			2,895			1,107			308			102			1,825			10,551			1,511			19,798
Special mention	Special mention	—		—		—		—		—		—		—			—			—	Special mention				—			—			—			—			—			—			—			—			—
Substandard	Substandard	—		—		—		—		—		67		14			219			300	Substandard				—			—			—			—			—			66			—			182			248
Doubtful	Doubtful	—		—		—		—		—		—		—			—			—	Doubtful				—			—			—			—			—			—			—			—			—
Loss	Loss	—		—		—		—		—		—		—			—			—	Loss				—			—			—			—			—			—			—			—			—
Total home equity	Total home equity	437		3,642		1,212		310		104		2,043		10,382			1,782			19,912	Total home equity				1,499			2,895			1,107			308			102			1,891			10,551			1,693			20,046
Commercial and multifamily:	Commercial and multifamily:																				Commercial and multifamily:
Pass	Pass	3,649		84,027		82,012		28,366		32,687		61,767		—			—			292,508	Pass				4,455			83,689			86,522			26,992			31,037			59,917			—			—			292,612
Special mention	Special mention	—		—		—		—		—		355		—			—			355	Special mention				—			—			—			—			—			355			—			—			355
Substandard	Substandard	—		—		—		—		5,150		8,596		—			—			13,746	Substandard				—			—			—			1,329			5,143			1,456			—			—			7,928
Doubtful	Doubtful	—		—		—		—		—		—		—			—			—	Doubtful				—			—			—			—			—			—			—			—			—
Loss	Loss	—		—		—		—		—		—		—			—			—	Loss				—			—			—			—			—			—			—			—			—
Total commercial and multifamily	Total commercial and multifamily	3,649		84,027		82,012		28,366		37,837		70,718		—			—			306,609	Total commercial and multifamily				4,455			83,689			86,522			28,321			36,180			61,728			—			—			300,895
Construction and land:
Pass		914		65,368		48,423		5,068		782		1,393		—			—			121,948
Special mention		—		—		—		—		—		—		—			—			—
Substandard		—		—		—		1,335		704		1,297		—			—			3,336
Doubtful		—		—		—		—		—		—		—			—			—
Loss		—		—		—		—		—		—		—			—			—
Total construction and land		914		65,368		48,423		6,403		1,486		2,690		—			—			125,284
Manufactured homes:
Pass		2,165		8,823		5,003		2,343		2,694		6,600		—			—			27,628
Special mention		—		—		—		—		—		—		—			—			—
Substandard		—		—		—		88		—		115		—			—			203
Doubtful		—		—		—		—		—		—		—			—			—
Loss		—		—		—		—		—		—		—			—			—
Total manufactured homes		2,165		8,823		5,003		2,431		2,694		6,715		—			—			27,831
Floating homes:
Pass		—		21,836		29,773		6,602		2,558		12,453		—			—			73,222
Special mention		—		—		—		—		—		—		—			—			—
Substandard		—		—		—		—		—		—		—			—			—
Doubtful		—		—		—		—		—		—		—			—			—
Loss		—		—		—		—		—		—		—			—			—
Total floating homes		—		21,836		29,773		6,602		2,558		12,453		—			—			73,222

1718


Construction and land:																				Construction and land:
Pass																				Pass	4,271		67,837		36,991		3,855		614		2,408		—		—		115,976
Special mention																				Special mention	—		—		—		—		—		—		—		—		—
Substandard																				Substandard	—		—		—		—		700		71		—		—		771
Doubtful																				Doubtful	—		—		—		—		—		—		—		—		—
Loss																				Loss	—		—		—		—		—		—		—		—		—
Total construction and land																				Total construction and land	4,271		67,837		36,991		3,855		1,314		2,479		—		—		116,747
Manufactured homes:																				Manufactured homes:
Pass																				Pass	6,562		8,629		4,946		2,386		2,512		6,340		—		—		31,375
Special mention																				Special mention	—		—		—		—		—		—		—		—		—
Substandard																				Substandard	—		28		—		22		—		108		—		—		158
Doubtful																				Doubtful	—		—		—		—		—		—		—		—		—
Loss																				Loss	—		—		—		—		—		—		—		—		—
Total manufactured homes																				Total manufactured homes	6,562		8,657		4,946		2,408		2,512		6,448		—		—		31,533
Floating homes:																				Floating homes:
Pass																				Pass	1,736		21,741		27,302		6,557		1,925		10,972		—		—		70,233
Special mention																				Special mention	—		—		—		—		—		—		—		—		—
Substandard																				Substandard	—		—		—		—		—		—		—		—		—
Doubtful																				Doubtful	—		—		—		—		—		—		—		—		—
Loss																				Loss	—		—		—		—		—		—		—		—		—
Total floating homes																				Total floating homes	1,736		21,741		27,302		6,557		1,925		10,972		—		—		70,233
Other consumer:	Other consumer:																			Other consumer:
Pass	Pass	517		2,466		4,104		6,386		870		2,420		531		—		17,294		Pass	1,763		2,024		4,018		6,333		832		2,386		480		—		17,836
Special mention	Special mention	—		—		—		—		—		—		—		—		—		Special mention	—		—		—		—		—		—		—		—		—
Substandard	Substandard	—		—		—		72		—		—		—		—		72		Substandard	—		—		—		72		—		—		—		—		72
Doubtful	Doubtful	—		—		—		—		—		—		—		—		—		Doubtful	—		—		—		—		—		—		—		—		—
Loss	Loss	—		—		—		—		—		—		—		—		—		Loss	—		—		—		—		—		—		—		—		—
Total other consumer	Total other consumer	517		2,466		4,104		6,458		870		2,420		531		—		17,366		Total other consumer	1,763		2,024		4,018		6,405		832		2,386		480		—		17,908
Commercial business:	Commercial business:																			Commercial business:
Pass	Pass	2,121		513		4,529		537		434		7,119		9,471		—		24,724		Pass	3,150		492		3,812		493		367		5,771		9,473		—		23,558
Special mention	Special mention	—		—		—		—		—		—		—		—		—		Special mention	—		—		—		—		—		—		—		—		—
Substandard	Substandard	—		76		475		—		—		3		—		—		554		Substandard	—		69		386		—		—		2		—		—		457
Doubtful	Doubtful	—		—		—		—		—		—		—		—		—		Doubtful	—		—		—		—		—		—		—		—		—
Loss	Loss	—		—		—		—		—		—		—		—		—		Loss	—		—		—		—		—		—		—		—		—
Total commercial business	Total commercial business	2,121		589		5,004		537		434		7,122		9,471		—		25,278		Total commercial business	3,150		561		4,198		493		367		5,773		9,473		—		24,015

Total loans	Total loans																			Total loans
Pass	Pass	$	14,468	$	278,243	$	290,266	$	67,925	$	53,586	$	124,655	$	20,370	$	1,563	$	851,076	Pass	$	31,996	$	276,093	$	278,790	$	65,116	$	50,665	$	119,759	$	20,504	$	1,511	$	844,434
Special mention	Special mention	—		—		—		—		—		355		—		—		355		Special mention	—		—		—		—		—		355		—		—		355
Substandard	Substandard	—		76		475		1,495		6,135		10,700		14		219		19,114		Substandard	—		97		510		1,423		6,114		2,314		—		182		10,640
Doubtful	Doubtful	—		—		—		—		—		—		—		—		—		Doubtful	—		—		—		—		—		—		—		—		—
Loss	Loss	—		—		—		—		—		—		—		—		—		Loss	—		—		—		—		—		—		—		—		—
Total loans	Total loans	$	14,468	$	278,319	$	290,741	$	69,420	$	59,721	$	135,710	$	20,384	$	1,782	$	870,545	Total loans	$	31,996	$	276,190	$	279,300	$	66,539	$	56,779	$	122,428	$	20,504	$	1,693	$	855,429

The following tables present the internally assigned grades as of December 31, 2022, by type of loan (in thousands):


	December 31, 2022
	One-to- four family		Home equity		Commercial and multifamily		Construction and land		Manufactured homes		Floating homes		Other consumer		Commercial business		Total
Grade:
Pass	$	271,295	$	19,230	$	291,677	$	109,484	$	26,583	$	74,443	$	17,661	$	22,853	$	833,226
Watch	279		2		7,538		4,037		134		—		—		161		12,151
Special Mention	—		—		4,096		—		—		—		—		—		4,096
Substandard	3,064		316		10,047		3,357		236		—		262		801		18,083


Total	$	274,638	$	19,548	$	313,358	$	116,878	$	26,953	$	74,443	$	17,923	$	23,815	$	867,556

Nonaccrual and Past Due Loans. Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Loans are placed on nonaccrual once the loan is 90 days past due or sooner if,

in management’s opinion, the borrower may be unable to meet payment of obligations as they become due, as well as when required by regulatory provisions.

The following table presents the amortized cost of nonaccrual loans as of the dates indicated, by type of loan (in thousands):


		March 31, 2023				December 31, 2022					June 30, 2023				December 31, 2022
		Total Nonaccrual Loans		Total Nonaccrual Loans with no ACL		Total Nonaccrual Loans		Total Nonaccrual Loans with no ACL			Total Nonaccrual Loans		Total Nonaccrual Loans with no ACL		Total Nonaccrual Loans		Total Nonaccrual Loans with no ACL
One-to-four family	One-to-four family	$	697	$	697	$	2,135	$	2,135	One-to-four family	$	914	$	914	$	2,135	$	2,135
Home equity	Home equity	138		138		142		142		Home equity	88		88		142		142

Commercial and multifamily										Commercial and multifamily	323		323		—		—
Construction and land	Construction and land	322		322		324		324		Construction and land	25		25		324		324
Manufactured homes	Manufactured homes	134		92		96		52		Manufactured homes	156		115		96		52

Other consumer	Other consumer	1		—		262		262		Other consumer	5		—		262		262

Total	Total	$	1,293	$	1,250	$	2,959	$	2,914	Total	$	1,511	$	1,465	$	2,959	$	2,915

The following tables present the aging of past due loans, based on amortized cost, as of the dates indicated, by type of loan (in thousands):


		March 31, 2023															June 30, 2023
		30-59 Days Past Due		60-89 Days Past Due		90 Days and Greater Past Due		> 90 Days and Accruing		Total Past Due		Current		Total Loans			30-59 Days Past Due		60-89 Days Past Due		90 Days and Greater Past Due		> 90 Days and Accruing		Total Past Due		Current		Total Loans
One-to-four family	One-to-four family	$	1,341	$	—	$	131	$	—	$	1,472	$	273,571	$	275,043	One-to-four family	$	—	$	168	$	365	$	—	$	533	$	273,519	$	274,052
Home equity	Home equity	—		—		116		—		116		19,796		19,912		Home equity	270		—		88		—		358		19,688		20,046
Commercial and multifamily	Commercial and multifamily	324		—		—		—		324		306,285		306,609		Commercial and multifamily	—		—		322		—		322		300,573		300,895
Construction and land	Construction and land	—		—		295		—		295		124,989		125,284		Construction and land	2,866		—		—		—		2,866		113,881		116,747
Manufactured homes	Manufactured homes	289		—		93		—		382		27,449		27,831		Manufactured homes	—		177		78		—		255		31,278		31,533
Floating homes	Floating homes	—		—		—		—		—		73,222		73,222		Floating homes	—		—		—		—		—		70,233		70,233
Other consumer	Other consumer	5		2		—		—		7		17,359		17,366		Other consumer	9		6		—		—		15		17,893		17,908
Commercial business	Commercial business	669		—		—		—		669		24,609		25,278		Commercial business	—		46		—		—		46		23,969		24,015
Total	Total	$	2,628	$	2	$	635	$	—	$	3,265	$	867,280	$	870,545	Total	$	3,145	$	397	$	853	$	—	$	4,394	$	851,035	$	855,429

December 31, 2022
30-59 Days
Past Due 60-89 Days
Past Due 90 Days and Greater Past Due > 90 Days and Accruing Total Past
Due Current Total Loans
One-to-four family $ 393 $ 289 $ 1,934 $ — $ 2,616 $ 272,022 $ 274,638
Home equity 115 — 116 — 231 19,317 19,548
Commercial and multifamily 7,198 — — — 7,198 306,160 313,358
Construction and land 1,210 — 296 — 1,506 115,372 116,878
Manufactured homes 261 155 52 — 468 26,485 26,953
Floating homes — — — — — 74,443 74,443
Other consumer 360 5 — — 365 17,558 17,923
Commercial business 4 — — — 4 23,811 23,815
Total $ 9,541 $ 449 $ 2,398 $ — $ 12,388 $ 855,168 $ 867,556


	December 31, 2022
	30-59 Days Past Due		60-89 Days Past Due		90 Days and Greater Past Due		> 90 Days and Accruing		Total Past Due		Current		Total Loans
One-to-four family	$	393	$	289	$	1,934	$	—	$	2,616	$	272,022	$	274,638
Home equity	115		—		116		—		231		19,317		19,548
Commercial and multifamily	7,198		—		—		—		7,198		306,160		313,358
Construction and land	1,210		—		296		—		1,506		115,372		116,878
Manufactured homes	261		155		52		—		468		26,485		26,953
Floating homes	—		—		—		—		—		74,443		74,443
Other consumer	360		5		—		—		365		17,558		17,923
Commercial business	4		—		—		—		4		23,811		23,815
Total	$	9,542	$	449	$	2,398	$	—	$	12,389	$	855,167	$	867,556

Nonperforming Loans. Loans are considered nonperforming when they are placed on nonaccrual. The following table presents the credit risk profile of our loan portfolio based on payment activity as of the ~~dates~~date indicated, by type of loan (in thousands):


	December 31, 2022
	One-to-four family		Home equity		Commercial and multifamily		Construction and land		Manufactured homes		Floating homes		Other consumer		Commercial business		Total
Performing	$	272,503	$	19,406	$	313,358	$	116,554	$	26,857	$	74,443	$	17,661	$	23,815	$	864,597
Nonperforming	2,135		142		—		324		96		—		262		—		2,959
Total	$	274,638	$	19,548	$	313,358	$	116,878	$	26,953	$	74,443	$	17,923	$	23,815	$	867,556

Loan Modifications to Borrowers Experiencing Financial Difficulty. Loans modified to borrowers experiencing financial difficulty totaled $2.0 million at ~~March 31,~~June 30, 2023. The Company has granted modifications which can generally be described in the following categories:

Principal Forgiveness: A modification in which the principal is reduced.

Rate Modification: A modification in which the interest rate is changed.

Term Modification: A modification in which the maturity date, timing of payments or frequency of payments is changed.

Payment Modification: A modification in which the dollar amount of the payment is changed. Interest only modifications in which a loan is converted to interest only payments for a period of time are included in this category.

Combination Modification: Any other type of modification, including the use of multiple categories above.

The Company had no commitments to extend additional credit to borrowers owing loan receivables whose terms have been modified at ~~March 31,~~June 30, 2023.

During the ~~three~~six months ended ~~March 31,~~June 30, 2023, there was one one-to-four family loan modified to borrowers experiencing financial difficulty that was in current status as of ~~March 31,~~June 30, 2023. This loan received a term extension for 90 days, with an amortized cost basis of $90 thousand representing 0.03% of the total class of loans. There were no loans modified within the three months ended June 30, 2023.

We have no modified loan receivables that have subsequently defaulted at ~~March 31,~~June 30, 2023.

Troubled debt restructurings. Prior to the adoption of ASU 2022-02, Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, the Company had granted a variety of concessions to borrowers in the form of loan modifications that were considered TDRs. Loans classified as TDRs totaled $2.0 million at December 31, 2022, and were previously included in impaired loans.

Collateral Dependent Loans. Loans that have been classified as collateral dependent are loans where substantially all repayment of the loan is expected to come from the operation of or eventual liquidation of the collateral. Collateral dependent loans are evaluated individually for purposes of determining the ACL, which is determined based on the estimated fair value of the collateral. Estimates for costs to sell are included in the determination of the ACL when liquidation of the collateral is anticipated. In cases where the loan is well secured and the estimated value of the collateral exceeds the amortized cost of the loan, no ACL is recorded.

The following tables summarize collateral dependent loans by collateral type as of the dates indicated (in thousands):


		March 31, 2023							June 30, 2023
			Residential Real Estate		Land		Other Residential			Total			Commercial Real Estate		Residential Real Estate		Land		Other Residential		Total
Real estate loans:	Real estate loans:											Real estate loans:
One- to four- family	One- to four- family		$	985	$	—	$	168		$	1,153	One- to four- family	$	—	$	1,075	$	—	$	292	$	1,367
Home equity	Home equity		138		—		—			138		Home equity	—		88		—		—		88

Commercial and multifamily												Commercial and multifamily	323		—		—		—		323
Construction and land	Construction and land		—		322		—			322		Construction and land	—		—		25		—		25
Total real estate loans	Total real estate loans		1,123		322		168			1,614		Total real estate loans	323		1,163		25		292		1,803
Consumer loans:	Consumer loans:											Consumer loans:
Manufactured homes	Manufactured homes		—		—		134			134		Manufactured homes	—		—		—		156		156

Total consumer loans	Total consumer loans		—		—		134			134		Total consumer loans	—		—		—		156		156

Total loans	Total loans		$	1,123	$	322	$	302		$	1,748	Total loans	$	323	$	1,163	$	25	$	448	$	1,959

Impaired Loans. Prior to the adoption of ASC 326 on January 1, 2023, we classified loans as impaired when we determined that we may be unable to collect payments of principal or interest when due under the terms of the loan. In the process of identifying loans as impaired, we took into consideration factors which include payment history and status, collateral value, financial condition of the borrower, and the probability of collecting scheduled payments in the future. Minor payment delays and insignificant payment shortfalls typically did not result in a loan being classified as impaired. The significance of payment delays and shortfalls was considered on a case by case basis, after taking into consideration the totality of circumstances surrounding the loan and the borrower, including payment history. Impairment was measured on a loan by loan basis for all loans in the portfolio. All TDRs were also classified as impaired loans and were included in the loans individually evaluated for impairment in the calculation of the allowance for loan losses.

Impaired loans at the dates indicated, by type of loan were as follows (in thousands):


	December 31, 2022
			Recorded Investment
	Unpaid Principal Balance		Without Allowance		With Allowance		Total Recorded Investment		Related Allowance
One-to-four family	$	3,758	$	3,038	$	708	$	3,746	$	102
Home equity	210		142		68		210		5
Commercial and multifamily	—		—		—		—		—
Construction and land	358		324		34		358		3
Manufactured homes	187		93		94		187		52
Floating homes	—		—		—		—		—
Other consumer	343		261		82		343		22
Commercial business	—		—		—		—		—
Total	$	4,856	$	3,858	$	986	$	4,844	$	184

The following tables present the average recorded investment and interest income recognized on impaired loans for the periods indicated, by loan types (in thousands):


			Three Months Ended March 31,						Three Months Ended June 30,				Six Months Ended June 30,
		2022						2022	2022
			Average Recorded Investment		Interest Income Recognized				Average Recorded Investment		Interest Income Recognized		Average Recorded Investment		Interest Income Recognized
One-to-four family	One-to-four family		$	3,762	$	25	One-to-four family		$	3,377	$	19	$	3,607	$	44
Home equity	Home equity		221		4		Home equity		226		3		222		7
Commercial and multifamily	Commercial and multifamily		2,358		29		Commercial and multifamily		2,322		22		2,341		51
Construction and land	Construction and land		67		1		Construction and land		65		1		67		2
Manufactured homes	Manufactured homes		218		4		Manufactured homes		204		4		210		8
Floating homes	Floating homes		247		—		Floating homes		—		—		164		—
Other consumer	Other consumer		227		4		Other consumer		341		6		263		10
Commercial business	Commercial business		173		1		Commercial business		85		(1)		115		—
Total	Total		$	7,273	$	68	Total		$	6,620	$	54	$	6,989	$	122

Note 5 – Fair Value Measurements

The Company determines the fair values of its financial instruments based on the requirements established in ASC 820, Fair Value Measurements (“ASC 820”), which provides a framework for measuring fair value in accordance with U.S. GAAP and requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 defines fair values for financial instruments as the exit price, the price that would be received for an asset or paid to transfer a liability, in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date under current market conditions. The Company’s fair values for financial instruments at ~~March 31,~~June 30, 2023 and December 31, 2022 were determined based on these requirements.

The following methods and assumptions were used to estimate the fair value of other financial instruments:

Cash and cash equivalents - The estimated fair value is equal to the carrying amount.

Available-for-sale securities – AFS securities are recorded at fair value based on quoted market prices, if available. If quoted market prices are not available, management utilizes third-party pricing services or broker quotations from dealers in the specific instruments. Level 2 securities include those traded on an active exchange, as well as U.S. government securities.

Held-to-maturity securities – HTM securities are recorded at amortized cost, adjusted for the amortization or accretion of premiums or discounts. The fair value is based on quoted market prices, if available. If quoted market prices are not available,

management utilizes third-party pricing services or broker quotations from dealers in the specific instruments. Level 2 securities include those traded on an active exchange, as well as U.S. government securities.

Loans held-for-sale - One-to-four family mortgage loans held-for-sale are recorded at the lower of cost or fair value. The fair value of fixed-rate one-to-four family loans held-for-sale is based on whole loan forward prices obtained from government sponsored enterprises. At ~~March 31,~~June 30, 2023 and December 31, 2022, loans held-for-sale were carried at cost, as no impairment was required.

Loans held-for-portfolio - The estimated fair value of loans held-for-portfolio consists of a credit adjustment to reflect the estimated adjustment to the carrying value of the loans due to credit-related factors and a yield adjustment, to reflect the estimated adjustment to the carrying value of the loans due to a differential in yield between the portfolio loan yields and estimated current market rate yields on loans with similar characteristics. The estimated fair values of loans held-for-portfolio reflect exit price assumptions. The liquidity premium/discounts are part of the valuation for exit pricing.

Mortgage servicing rights –The fair value of mortgage servicing rights is determined through a discounted cash flow analysis, which uses interest rates, prepayment speeds, discount rates, and delinquency rate assumptions as inputs.

FHLB stock - The estimated fair value is equal to the par value of the stock.

Non-maturity deposits - The estimated fair value is equal to the carrying amount.

Time deposits - The estimated fair value of time deposits is based on the difference between interest costs paid on the Company’s time deposits and current market rates for time deposits with comparable characteristics.

Borrowings - The fair value of borrowings are estimated using the Company’s current incremental borrowing rates for similar types of borrowing arrangements.

Subordinated notes - The fair value of subordinated notes is estimated using discounted cash flows based on current lending rates for similar long-term debt instruments with similar terms and remaining time to maturity.

A description of the valuation methodologies used for impaired loans and OREO is as follows:

Collateral dependent loans - The fair value of collateral dependent loans is based on the current appraised value of the collateral less estimated costs to sell.

Troubled debt restructurings (prior to adoption of ASU 2022-02) - The fair value of loan modifications that were considered TDRs prior to the adoption of ASU 2022-02 is based on the current appraised value of the collateral less estimated costs to sell, or internally developed models utilizing a calculation of expected discounted cash flows which contain management’s assumptions.

OREO and repossessed assets – The fair value of OREO and repossessed assets is based on the current appraised value of the collateral less estimated costs to sell.

Off-balance sheet financial instruments - The fair value for the Company’s off-balance sheet loan commitments is estimated based on fees charged to others to enter into similar agreements, taking into account the remaining terms of the agreements and credit standing of the Company’s clients. The estimated fair value of these commitments is not significant.

In certain cases, the inputs used to measure fair value may fall into different levels of the hierarchy. In such cases, the lowest level of inputs that is significant to the measurement is used to determine the hierarchy for the entire asset or liability. Transfers between levels of the fair value hierarchy are recognized on the actual date of the event or circumstances that caused the transfer, which generally coincides with the Company’s quarterly valuation process. There were no transfers between levels during the three and six months ended ~~March 31,~~June 30, 2023 and 2022.

2324

The following tables present information about the level in the fair value hierarchy for the Company’s financial assets and liabilities, whether or not recognized or recorded at fair value as of the dates indicated (in thousands):


		March 31, 2023				Fair Value Measurements Using:							June 30, 2023				Fair Value Measurements Using:
		Carrying Value		Estimated Fair Value		Level 1		Level 2		Level 3			Carrying Value		Estimated Fair Value		Level 1		Level 2		Level 3
FINANCIAL ASSETS:	FINANCIAL ASSETS:											FINANCIAL ASSETS:
Cash and cash equivalents	Cash and cash equivalents	$	81,580	$	81,580	$	81,580	$	—	$	—	Cash and cash equivalents	$	100,169	$	100,169	$	100,169	$	—	$	—
Available-for-sale securities	Available-for-sale securities	8,601		8,601		—		8,601		—		Available-for-sale securities	8,398		8,398		—		8,398		—
Held-to-maturity securities	Held-to-maturity securities	2,190		1,819		—		1,819		—		Held-to-maturity securities	2,182		1,797		—		1,797		—
Loans held-for-sale	Loans held-for-sale	1,414		1,414		—		1,414		—		Loans held-for-sale	1,716		1,716		—		1,716		—
Loans held-for-portfolio, net	Loans held-for-portfolio, net	862,013		802,836		—		—		802,836		Loans held-for-portfolio, net	847,212		798,190		—		—		798,190

Mortgage servicing rights	Mortgage servicing rights	4,587		4,587		—		—		4,587		Mortgage servicing rights	4,726		4,726		—		—		4,726
FHLB stock	FHLB stock	2,583		2,583		—		2,583		—		FHLB stock	3,583		3,583		—		3,583		—
FINANCIAL LIABILITIES:	FINANCIAL LIABILITIES:											FINANCIAL LIABILITIES:
Non-maturity deposits	Non-maturity deposits	570,530		570,530		—		570,530		—		Non-maturity deposits	533,768		533,768		—		533,768		—
Time deposits	Time deposits	271,117		271,958		—		271,958		—		Time deposits	288,485		289,681		—		289,681		—

Borrowings	Borrowings	35,000		35,000		—		35,000		—		Borrowings	60,000		60,000		—		60,000		—
Subordinated notes	Subordinated notes	11,686		9,979		—		9,979		—		Subordinated notes	11,697		10,032		—		10,032		—


		December 31, 2022				Fair Value Measurements Using:							December 31, 2022				Fair Value Measurements Using:
		Carrying Value		Estimated Fair Value		Level 1		Level 2		Level 3			Carrying Value		Estimated Fair Value		Level 1		Level 2		Level 3
FINANCIAL ASSETS:	FINANCIAL ASSETS:											FINANCIAL ASSETS:
Cash and cash equivalents	Cash and cash equivalents	$	57,836	$	57,836	$	57,836	$	—	$	—	Cash and cash equivalents	$	57,836	$	57,836	$	57,836	$	—	$	—
Available-for-sale securities	Available-for-sale securities	10,207		10,207		—		10,207		—		Available-for-sale securities	10,207		10,207		—		10,207		—
Held-to-maturity securities	Held-to-maturity securities	2,199		1,811		—		1,811		—		Held-to-maturity securities	2,199		1,811		—		1,811		—

Loans held-for-portfolio, net	Loans held-for-portfolio, net	858,382		801,153		—		—		801,153		Loans held-for-portfolio, net	858,382		801,153		—		—		801,153
Mortgage servicing rights	Mortgage servicing rights	4,687		4,687		—		—		4,687		Mortgage servicing rights	4,687		4,687		—		—		4,687
FHLB stock	FHLB stock	2,832		2,832		—		2,832		—		FHLB stock	2,832		2,832		—		2,832		—
FINANCIAL LIABILITIES:	FINANCIAL LIABILITIES:											FINANCIAL LIABILITIES:
Non-maturity deposits	Non-maturity deposits	598,458		598,458		—		598,458		—		Non-maturity deposits	598,458		598,458		—		598,458		—
Time deposits	Time deposits	210,305		209,965		—		209,965		—		Time deposits	210,305		209,965		—		209,965		—
Borrowings	Borrowings	43,000		43,000		—		—		—		Borrowings	43,000		43,000		—		43,000		—
Subordinated notes	Subordinated notes	11,676		10,420		—		10,420		—		Subordinated notes	11,676		10,420		—		10,420		—

2425

The following tables present the balance of assets measured at fair value on a recurring basis as of the dates indicated (in thousands):


		Fair Value at March 31, 2023									Fair Value at June 30, 2023
Description	Description	Total		Level 1		Level 2		Level 3		Description	Total		Level 1		Level 2		Level 3

Municipal bonds	Municipal bonds	$	5,466	$	—	$	5,466	$	—	Municipal bonds	$	5,431	$	—	$	5,431	$	—
Agency mortgage-backed securities	Agency mortgage-backed securities	3,135		—		3,135		—		Agency mortgage-backed securities	2,967		—		2,967		—

Mortgage servicing rights	Mortgage servicing rights	4,587		—		—		4,587		Mortgage servicing rights	4,726		—		—		4,726


	Fair Value at December 31, 2022
Description	Total		Level 1		Level 2		Level 3
Treasury bills	$	1,594	$	—	$	1,594	$	—
Municipal bonds	5,421		—		5,421		—
Agency mortgage-backed securities	3,192		—		3,192		—

Mortgage servicing rights	4,687		—		—		4,687

The following tables provide a description of the valuation technique, unobservable input, and qualitative information about the unobservable inputs for the Company’s assets and liabilities classified as Level 3 and measured at fair value on a recurring basis as of the dates indicated:

~~March 31,~~June 30, 2023

Financial Instrument

Valuation Technique

Unobservable Input(s)

Range
(Weighted-Average)

Mortgage Servicing Rights

Discounted cash flow

Prepayment speed assumption

~~123%-477% (139%~~106%-524% (126%)

Discount rate

10.5%-14.5% (12.5%)

December 31, 2022

Financial Instrument

Valuation Technique

Unobservable Input(s)

Range
(Weighted-Average)

Mortgage Servicing Rights

Discounted cash flow

Prepayment speed assumption

119%-461% (132%)

Discount rate

10.5%-14.5% (12.5%)

Generally, any significant increases in the constant prepayment rate and discount rate utilized in the fair value measurement of the mortgage servicing rights will result in a negative fair value adjustment (and decrease in the fair value measurement). Conversely, a decrease in the constant prepayment rate and discount rate will result in a positive fair value adjustment (and increase in the fair value measurement). An increase in the weighted-average life will result in a decrease in the constant prepayment rate and conversely, a decrease in the weighted-average life will result in an increase of the constant prepayment rate. As a result of the difficulty in observing certain significant valuation inputs affecting our “Level 3” fair value assets, we are required to make judgments regarding these items’ fair values. Different persons in possession of the same facts may reasonably arrive at different conclusions as to the inputs to be applied in valuing these assets and their fair values. Such differences may result in significantly different fair value measurements.

There were no assets or liabilities (excluding mortgage servicing rights) measured at fair value using significant unobservable inputs (Level 3) on a recurring basis during the three and six months ended ~~March 31,~~June 30, 2023 and 2022.

Mortgage servicing rights are measured at fair value using a significant unobservable input (Level 3) on a recurring ~~basis - additional~~basis. Additional information is included in “Note 6—Mortgage Servicing Rights.”

2526

The fair value of individually evaluated loans with specific allocations of the ACL based on collateral values and OREO is generally based on recent real estate appraisals and automated valuation models (“AVMs”). These appraisals may utilize a single valuation approach or a combination of approaches, including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the appraisers for differences between the comparable sales and income data available. Such adjustments are typically deemed significant unobservable inputs used for determining fair value and result in a Level 3 classification.

The following tables present the balance of assets measured at fair value on a nonrecurring basis at the dates indicated (in thousands):


		Fair Value at March 31, 2023									Fair Value at June 30, 2023
		Total		Level 1		Level 2		Level 3			Total		Level 1		Level 2		Level 3
OREO and repossessed assets	OREO and repossessed assets	$	575	$	—	$	—	$	575	OREO and repossessed assets	$	575	$	—	$	—	$	575
Collateral dependent loans	Collateral dependent loans	1,748		—		—		1,748		Collateral dependent loans	1,959		—		—		1,959


	Fair Value at December 31, 2022
	Total		Level 1		Level 2		Level 3
OREO and repossessed assets	$	659	$	—	$	—	$	659
Impaired loans	4,844		—		—		4,844

There were no liabilities carried at fair value, measured on a recurring or nonrecurring basis, at both ~~March 31,~~June 30, 2023 and December 31, 2022.

Note 6 – Mortgage Servicing Rights

The unpaid principal balance of the Company’s mortgage servicing rights portfolio totaled ~~$468.8~~$463.6 million at ~~March 31,~~June 30, 2023 compared to $472.5 million at December 31, 2022. Of this total balance, the unpaid principal balance of loans serviced for Federal National Mortgage Association (“Fannie Mae”) at ~~March 31,~~June 30, 2023 and December 31, 2022 were ~~$466.6~~$461.4 million and $470.3 million, respectively. The unpaid principal balance of loans serviced for other financial institutions at ~~March 31,~~June 30, 2023 and December 31, 2022, totaled $2.2 million and $2.2 million, respectively. Loans serviced for others are not included in the Company’s financial statements as they are not assets of the Company.

A summary of the change in the balance of mortgage servicing assets during the periods indicated were as follows (in thousands):


		Three Months Ended March 31,				Three Months Ended June 30,		Six Months Ended June 30,
		2023		2022				2023		2022		2023		2022
Beginning balance, at fair value	Beginning balance, at fair value	$	4,687	$	4,273		Beginning balance, at fair value	$	4,587	$	4,668	$	4,687	$	4,273
Servicing rights that result from transfers and sale of financial assets	Servicing rights that result from transfers and sale of financial assets	40		127			Servicing rights that result from transfers and sale of financial assets	43		29		83		156
Changes in fair value:	Changes in fair value:						Changes in fair value:
Due to changes in model inputs or assumptions and other(1)	Due to changes in model inputs or assumptions and other(1)	(140)		268			Due to changes in model inputs or assumptions and other(1)	96		57		(44)		325

Ending balance, at fair value	Ending balance, at fair value	$	4,587	$	4,668		Ending balance, at fair value	$	4,726	$	4,754	$	4,726	$	4,754

(1) Represents changes due to collection/realization of expected cash flows and curtailments.

The key economic assumptions used in determining the fair value of mortgage servicing rights at the dates indicated are as follows:


		March 31, 2023		December 31, 2022			June 30, 2023		December 31, 2022
Prepayment speed (Public Securities Association “PSA” model)	Prepayment speed (Public Securities Association “PSA” model)	139	%	132	%	Prepayment speed (Public Securities Association “PSA” model)	126	%	132	%
Weighted-average life	Weighted-average life	7.3 years		7.5 years		Weighted-average life	7.8 years		7.5 years
Discount rate		12.5	%	12.5	%
Weighted average discount rate						Weighted average discount rate	12.5	%	12.5	%

The amount of contractually specified servicing, late and ancillary fees earned on the mortgage servicing rights are included in

2627

mortgage servicing income on the Condensed Consolidated Statements of Income and totaled ~~$299~~$297 thousand and ~~$320~~$596 thousand for the three and six months ended ~~March 31,~~June 30, 2023, and ~~March 31,~~$313 thousand and $633 thousand for the three and six months ended June 30, 2022, respectively.

Note 7 – Commitments and Contingencies

In the normal course of operations, the Company engages in a variety of financial transactions that are not recorded in our financial statements. These transactions involve varying degrees of off-balance sheet credit, interest rate and liquidity risks. These transactions are used primarily to manage clients’ requests for funding and take the form of loan commitments and lines of credit.

Note 8 – Borrowings, FHLB Stock and Subordinated Notes

FHLB Advances

The following table presents advances from the FHLB as of the dates indicated:


		March 31, 2023			December 31, 2022				June 30, 2023			December 31, 2022
Fixed Rate:	Fixed Rate:							Fixed Rate:
Outstanding balance	Outstanding balance	$	25,000		$	—		Outstanding balance	$	40,000		$	—
Interest rates ranging from	Interest rates ranging from	4.06		%	—		%	Interest rates ranging from	4.06		%	—		%
Interest rates ranging to	Interest rates ranging to	4.27		%	—		%	Interest rates ranging to	4.35		%	—		%
Weighted average interest rate	Weighted average interest rate	4.19		%	—		%	Weighted average interest rate	4.25		%	—		%
Variable rate:	Variable rate:							Variable rate:
Outstanding balance	Outstanding balance	$	10,000		$	43,000		Outstanding balance	$	20,000		$	43,000
Weighted average interest rate	Weighted average interest rate	4.92		%	2.14		%	Weighted average interest rate	5.37		%	2.14		%

FHLB Des Moines Borrowing Capacity

The Company has a loan agreement with the FHLB of Des Moines. The terms of the agreement call for a blanket pledge of a portion of the Company’s mortgage and commercial and multifamily loan portfolio based on the outstanding balance. At March 31, 2023 and December 31, 2022, the amount available to borrow under this credit facility was $439.4 million and $442.1 million, respectively, subject to eligible pledged collateral. At March 31, 2023, the credit facility was collateralized as follows: one-to-four family mortgage loans with an advance equivalent of $199.9 million, commercial and multifamily mortgage loans with an advance equivalent of $42.7 million and home equity loans with an advance equivalent of $497 thousand. At December 31, 2022, the credit facility was collateralized as follows: one-to-four family mortgage loans with an advance equivalent of $204.1 million, commercial and multifamily mortgage loans with an advance equivalent of $45.4 million and home equity loans with an advance equivalent of $505 thousand.

Additionally, the Company had outstanding letters of credit from the FHLB of Des Moines ~~with a notional amount of $11.0 million and $8.0 million at March 31, 2023 and December 31, 2022, respectively,~~ to secure public deposits. The ~~remaining amount available to borrow~~following table presents the borrowing capacity from the FHLB as of ~~March 31, 2023 and December 31, 2022, was $197.0 million and $199.0 million, respectively.~~the dates indicated:


	June 30, 2023		December 31, 2022
Amount available to borrow under credit facility(1)	$	451,949	$	442,078
Advance equivalent of collateral:
One-to-four family mortgage loans	201,590		204,097
Commercial and multifamily mortgage loans	38,172		45,437
Home equity loans	489		505
Notional amount of letters of credit outstanding	11,000		8,000
Remaining FHLB borrowing capacity	$	169,251	$	199,039

(1)Subject to eligible pledged collateral.

As a member of the FHLB, the Company is required to maintain a minimum level of investment in FHLB of Des Moines stock based on specific percentages of its outstanding FHLB advances. At ~~March 31,~~June 30, 2023 and December 31, 2022, the Company had an investment of ~~$2.6~~$3.6 million and $2.8 million, respectively in FHLB of Des Moines stock.

Federal Reserve Bank of San Francisco (“FRB SF”) Borrowings

The Company has a borrowing agreement with the FRB SF. The terms of the agreement call for a blanket pledge of a portion of the Company’s consumer and commercial business loans based on the outstanding balance. At ~~March 31,~~June 30, 2023 and December 31, 2022, the amount available to borrow under this credit facility was ~~$22.0~~$18.4 million and $20.8 million, respectively, subject to eligible pledged collateral. The Company had no outstanding borrowings under this arrangement at ~~March 31,~~June 30, 2023 and December 31, 2022.

Other Borrowings

The Company has access to an unsecured Fed Funds line of credit from Pacific Coast Banker’s Bank (“PCBB”). The line has a one year term maturing on June 30, ~~2023~~2024 and is renewable annually. As of ~~March 31,~~June 30, 2023, the amount available under this line of credit was $20.0 million. There was no balance on this line of credit as of ~~March 31,~~June 30, 2023 and December 31, 2022.

Subordinated Debt

In September 2020, the Company issued $12.0 million of fixed to floating rate subordinated notes that mature in 2030. The subordinated notes have an initial fixed interest rate of 5.25% to, but excluding, October 1, 2025, payable semi-annually in arrears. From, and including, October 1, 2025, the interest rate on the subordinated notes will reset quarterly to a floating rate per annum equal to a benchmark rate, which is expected to be the then-current three-month term Secured Overnight Financing Rate, or SOFR, plus 513 basis points, payable quarterly in arrears. The subordinated notes mature on May 15, ~~2030.~~2030, and may be redeemed by the Company, in whole or in part, on October 1, 2025, or on any subsequent interest payment due. Prior to October 1, 2025, the Company may redeem these notes, in whole but not in part, only under certain limited circumstances set forth in the terms of the subordinated ~~notes and are redeemable by the Company in whole or in part beginning with the interest payment date of October 1, 2025.~~notes. The balance of the subordinated notes was $11.7 million as of both ~~March 31,~~June 30, 2023 and December 31, 2022.

Note 9 – Earnings Per Common Share

The following table summarizes the calculation of earnings per share for the periods indicated (in thousands, except per share data):


		Three Months Ended					Three Months Ended				Six Months Ended
		2023		2022			2023		2022		2023		2022
Net income	Net income	$	2,168	$	1,723	Net income	$	2,892	$	1,614	$	5,059	$	3,336
LESS: Participating dividends - Unvested Restricted Stock Awards (“RSAs”)	LESS: Participating dividends - Unvested Restricted Stock Awards (“RSAs”)	(3)		(5)		LESS: Participating dividends - Unvested Restricted Stock Awards (“RSAs”)	(3)		(3)		(6)		(8)
LESS: Income allocated to participating securities - Unvested RSAs	LESS: Income allocated to participating securities - Unvested RSAs	(11)		(7)		LESS: Income allocated to participating securities - Unvested RSAs	(15)		(8)		(26)		(15)
Net income available to common stockholders - basic	Net income available to common stockholders - basic	2,154		1,711		Net income available to common stockholders - basic	2,874		1,603		5,027		3,313
ADD BACK: Income allocated to participating securities - Unvested RSAs	ADD BACK: Income allocated to participating securities - Unvested RSAs	11		7		ADD BACK: Income allocated to participating securities - Unvested RSAs	15		8		26		15
LESS: Income reallocated to participating securities - Unvested RSAs	LESS: Income reallocated to participating securities - Unvested RSAs	(11)		(7)		LESS: Income reallocated to participating securities - Unvested RSAs	(15)		(8)		(26)		(15)
Net income available to common stockholders - diluted	Net income available to common stockholders - diluted	$	2,154	$	1,711	Net income available to common stockholders - diluted	$	2,874	$	1,603	$	5,027	$	3,313

Weighted average number of shares outstanding, basic	Weighted average number of shares outstanding, basic	2,578,413		2,602,168		Weighted average number of shares outstanding, basic	2,574,677		2,584,179		2,576,545		2,593,173
Effect of potentially dilutive common shares	Effect of potentially dilutive common shares	25,630		38,191		Effect of potentially dilutive common shares	16,556		31,120		20,941		34,616
Weighted average number of shares outstanding, diluted	Weighted average number of shares outstanding, diluted	2,604,043		2,640,359		Weighted average number of shares outstanding, diluted	2,591,233		2,615,299		2,597,486		2,627,789

Earnings per share, basic	Earnings per share, basic	$	0.84	$	0.66	Earnings per share, basic	$	1.12	$	0.62	$	1.95	$	1.28
Earnings per share, diluted	Earnings per share, diluted	$	0.83	$	0.65	Earnings per share, diluted	$	1.11	$	0.61	$	1.94	$	1.26

There were ~~8,009~~13,080 anti-dilutive securities at ~~March 31,~~June 30, 2023 and 2,656 anti-dilutive securities at ~~March 31,~~June 30, 2022.

Note 10 – Stock-based Compensation

Stock Options and Restricted Stock

The Company currently has one active ~~stockholder approved~~stockholder-approved stock-based compensation plan, the Amended and Restated 2013 Equity Incentive Plan (the "2013 Plan"). The 2013 Plan permits the grant of restricted stock, restricted stock units, stock options, and stock appreciation rights. The equity incentive plan approved by stockholders in 2008 (the"2008 Plan") expired in November 2018 and no further awards may be made under the 2008 Plan; provided, however, all awards outstanding under the 2008 Plan remain outstanding in accordance with their terms. Under the 2013 Plan, 181,750 shares of common stock were approved for awards for stock options and stock appreciation rights and 116,700 shares of common stock were approved for awards for restricted stock and restricted stock units.

As of ~~March 31,~~June 30, 2023, on an adjusted basis, awards for stock options totaling ~~295,581~~295,464 shares and awards for restricted stock totaling 159,396 shares of Company common stock have been granted, net of any forfeitures, to participants in the 2013 Plan and the 2008 Plan. Share-based compensation expense was ~~$192~~$87 thousand and ~~$203~~$279 thousand for the three and six months ended ~~March 31,~~June 30, 2023, and ~~March 31,~~$91 thousand and $294 thousand for the three and six months ended June 30, 2022, respectively.

Stock Option Awards

All stock option awards granted under the 2008 Plan vest in 20% annual increments commencing one year from the grant date in accordance with the requirements of the 2008 Plan. The stock option awards granted to date under the 2013 Plan provide for immediate vesting of a portion of the award with the balance of the award vesting on the anniversary date of each grant date in

equal annual installments over periods of one-to-four years subject to the continued service of the participant with the Company. All of the options granted under the 2008 Plan and the 2013 Plan are exercisable for a period of 10 years from the date of grant, subject to vesting.

The following is a summary of the Company’s stock option award activity during the three months ended ~~March 31,~~June 30, 2023 (dollars in thousands, except per share amounts):


		Shares	Weighted- Average Exercise Price		Weighted-Average Remaining Contractual Term in Years	Aggregate Intrinsic Value			Shares	Weighted- Average Exercise Price		Weighted-Average Remaining Contractual Term in Years	Aggregate Intrinsic Value
Outstanding at January 1, 2023		91,525	$	27.64	4.65	$	1,109
Outstanding at April 1, 2023								Outstanding at April 1, 2023	89,269	$	31.00	5.68	$	647
Granted	Granted	12,425	40.13					Granted	—	—
Exercised	Exercised	(14,353)	17.23					Exercised	(3,257)	17.21
Forfeited		(328)	42.02

Expired	Expired	—	—					Expired	(117)	42.27

Outstanding at March 31, 2023		89,269	31.00		5.68	647
Outstanding at June 30, 2023								Outstanding at June 30, 2023	85,895	31.51		5.62	495
Exercisable	Exercisable	66,924	28.23		4.61	627		Exercisable	63,550	28.77		4.55	482
Expected to vest, assuming a 0% forfeiture rate over the vesting term	Expected to vest, assuming a 0% forfeiture rate over the vesting term	89,269	$	31.00	5.68	$	647	Expected to vest, assuming a 0% forfeiture rate over the vesting term	85,895	$	31.51	5.62	$	495

The following is a summary of the Company’s stock option award activity during the six months ended June 30, 2023 (dollars in thousands, except per share amounts):


	Shares	Weighted- Average Exercise Price		Weighted-Average Remaining Contractual Term in Years	Aggregate Intrinsic Value
Outstanding at January 1, 2023	91,525	$	27.64	4.65	$	1,109
Granted	12,425	40.13
Exercised	(17,610)	17.23
Forfeited	(328)	42.02
Expired	(117)	42.27
Outstanding at June 30, 2023	85,895	31.51		5.62	495
Exercisable	63,550	28.77		4.55	482
Expected to vest, assuming a 0% forfeiture rate over the vesting term	85,895	$	31.51	5.62	$	495

As of ~~March 31,~~June 30, 2023, there was ~~$199~~$179 thousand of total unrecognized compensation cost related to non-vested stock options granted under the Plans. The cost is expected to be recognized over the remaining weighted-average vesting period of approximately ~~2.9~~2.7 years. The total intrinsic value of the shares exercised during the three and six months ended ~~March 31,~~June 30, 2023 was $61 thousand and $388 thousand, and for the three and six months ended 2022 was ~~$327 thousand~~$0 and $54 thousand, respectively.

The fair value of each option grant is estimated as of the grant date using the Black-Scholes option-pricing model. The fair value of options granted during the ~~three~~six months ended ~~March 31,~~June 30, 2023 and 2022 were determined using the following weighted-average assumptions as of the grant date.


		Three Months Ended March 31,								Six Months Ended June 30,
			2023			2022					2023			2022
Annual dividend yield	Annual dividend yield		1.69		%	1.59		%	Annual dividend yield		1.69		%	1.59		%
Expected volatility	Expected volatility		28.15		%	26.48		%	Expected volatility		28.15		%	26.48		%
Risk-free interest rate	Risk-free interest rate		3.60		%	1.64		%	Risk-free interest rate		3.60		%	1.64		%
Expected term	Expected term		6.00 years			6.00 years			Expected term		6.00 years			6.00 years
Weighted-average grant date fair value per option granted	Weighted-average grant date fair value per option granted		$	11.33		$	9.95		Weighted-average grant date fair value per option granted		$	11.33		$	9.95

There were ~~12,425 and 12,800~~no options granted during the three months ended ~~March 31,~~June 30, 2023 ~~and March 31, 2022, respectively.~~or 2022.

Restricted Stock Awards

The fair value of the restricted stock awards is equal to the fair value of the Company's common stock at the date of grant. Compensation expense is recognized over the vesting ~~period that~~periods of the ~~awards are based.~~awards. The restricted stock awards granted under the 2008 Plan vest in 20% annual increments commencing one year from the grant date. The restricted stock awards granted to date under the 2013 Plan provide for immediate vesting of a portion of the award with the balance of the award vesting on the anniversary dates of the grant date in equal annual installments over periods of one-to-four years subject to the continued service of the participant with the Company.

The following is a summary of the Company’s non-vested restricted stock award activity during the three months ended ~~March 31,~~June 30, 2023:


		Shares	Weighted-Average Grant-Date Fair Value Per Share		Aggregate Intrinsic Value Per Share			Shares	Weighted-Average Grant-Date Fair Value Per Share		Aggregate Intrinsic Value Per Share
Non-Vested at January 1, 2023		17,879	$	37.63
Non-Vested at April 1, 2023							Non-Vested at April 1, 2023	16,342	$	39.17
Granted	Granted	8,850	40.13				Granted	—	—
Vested	Vested	(9,962)	37.14				Vested	—	—
Forfeited	Forfeited	(425)	41.95				Forfeited	—	—
Non-Vested at March 31, 2023		16,342	39.17		37.01
Non-Vested at June 30, 2023							Non-Vested at June 30, 2023	16,342	39.17		35.50
Expected to vest assuming a 0% forfeiture rate over the vesting term	Expected to vest assuming a 0% forfeiture rate over the vesting term	16,342	$	39.17	$	37.01	Expected to vest assuming a 0% forfeiture rate over the vesting term	16,342	$	39.17	$	35.50

The following is a summary of the Company’s non-vested restricted stock award activity during the six months ended June 30, 2023:


	Shares	Weighted-Average Grant-Date Fair Value Per Share		Aggregate Intrinsic Value Per Share
Non-Vested at January 1, 2023	17,879	$	37.63
Granted	8,850	40.13
Vested	(9,962)	37.14
Forfeited	(425)	41.95
Non-Vested at June 30, 2023	16,342	$	39.17	$	35.50
Expected to vest assuming a 0% forfeiture rate over the vesting term	16,342	$	39.17	$	35.50

As of ~~March 31,~~June 30, 2023, there was ~~$594~~$527 thousand of unrecognized compensation cost related to non-vested restricted stock granted under the Plans. The cost is expected to be recognized over the weighted-average vesting period of ~~2.7~~2.6 years. The total fair value of shares vested for the ~~three~~six months ended ~~March 31,~~June 30, 2023 and 2022 was $370 thousand and $306 thousand, respectively.

Employee Stock Ownership Plan

The fair value of the ~~155,135~~162,901 shares held by the Company’s Employee Stock Ownership Plan (the “ESOP”) trust was ~~$6.1~~$5.8 million at ~~March 31,~~June 30, 2023. ESOP compensation expense included in salaries and benefits was $204 thousand and ~~$205~~$408 thousand for the three and six months ended ~~March 31,~~June 30, 2023, and ~~March 31,~~$170 thousand and $375 thousand for the three and six months ended June 30, 2022, respectively.

Note 11 – Leases

We have operating leases for branch locations, a loan production office, our corporate office and in the past, for certain equipment. The term for our leases begins on the date we become legally obligated for the rent payments or take possession of the building, whichever is earlier. Generally, our real estate leases have initial terms of three to ten years and typically include one renewal option. Our leases have remaining lease terms of ~~under~~ ~~two~~one to six years. The operating leases generally contain renewal options and require us to pay property taxes and operating expenses for the properties.

The following table presents the lease right-of-use assets and lease liabilities recorded on the Condensed Consolidated Balance Sheets at the dates indicated (in thousands):


		March 31, 2023		December 31, 2022			June 30, 2023		December 31, 2022
Operating lease right-of-use assets	Operating lease right-of-use assets	$	5,200	$	5,102	Operating lease right-of-use assets	$	4,966	$	5,102
Operating lease liabilities	Operating lease liabilities	$	5,543	$	5,448	Operating lease liabilities	$	5,306	$	5,448

The following table presents the components of lease expense for the periods indicated (in thousands):

Three Months Ended March 31,
2023 2022
Operating lease expense
Office leases $ 268 $ 273
Sublease income (3) (3)
Net lease expense $ 265 $ 270


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Operating lease expense
Office leases	$	269	$	279	$	537	$	562

Sublease income	(3)		(3)		(6)		(6)
Net lease expense	$	266	$	276	$	531	$	556

The following table presents the schedule of lease liabilities at the date indicated (in thousands):


		March 31, 2023			June 30, 2023
Remainder of 2023	Remainder of 2023	$	1,106	Remainder of 2023	$	1,113
2024	2024	1,083		2024	1,040
2025	2025	933		2025	930
2026	2026	944		2026	948
2027	2027	963		2027	954
Thereafter	Thereafter	979		Thereafter	750
Total lease payments	Total lease payments	6,008		Total lease payments	5,735
Less: Present value discount	Less: Present value discount	465		Less: Present value discount	429
Present value of lease liabilities	Present value of lease liabilities	$	5,543	Present value of lease liabilities	$	5,306

Lease term and discount rate by lease type consist of the following at the dates indicated:

March 31,
2023

December 31,
2022

June 30,
2023

December 31,
2022

Weighted-average remaining lease term:

Office leases

6.1 years

Office leases

5.6 years

6.1 years

Weighted-average discount rate (annualized):

Office leases

2.66

2.63

Office leases

2.77

2.63

Supplemental cash flow information related to leases was as follows for the periods indicated (in thousands):


		Three Months Ended March 31,				Three Months Ended June 30,				Six Months Ended June 30,
		2023		2022				2023		2022		2023		2022
Cash paid for amounts included in the measurement of lease liabilities for operating leases:	Cash paid for amounts included in the measurement of lease liabilities for operating leases:						Cash paid for amounts included in the measurement of lease liabilities for operating leases:
Operating cash flows	Operating cash flows						Operating cash flows
Office leases	Office leases	$	271	$	265		Office leases	$	266	$	265	$	537	$	530

Note 12 – Subsequent Events

On ~~April 24,~~July 25, 2023, the Company announced that its Board of Directors declared a quarterly cash dividend of $0.19 per common share, payable on ~~May 24,~~August 23, 2023 to stockholders of record at the close of business on ~~May 10,~~August 9, 2023.

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Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Special Note Regarding Forward-Looking Statements

Certain matters discussed in this Form 10-Q constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to our financial condition, results of operations, plans, objectives, future performance or business. Forward-looking statements are not statements of historical fact, are based on certain assumptions and are generally identified by use of the words “believes,” “expects,” “anticipates,” “estimates,” “forecasts,” “intends,” “plans,” “targets,” “potentially,” “probably,” “projects,” “outlook” or similar expressions or future or conditional verbs such as “may,” “will,” “should,” “would” and “could.” Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, assumptions and statements about, among other things, expectations of the business environment in which we operate, projections of future performance or financial items, perceived opportunities in the market, potential future credit experience, and statements regarding our mission and vision. These forward-looking statements are based upon current management expectations and may, therefore, involve risks and uncertainties. Our actual results, performance, or achievements may differ materially from those suggested, expressed, or implied by forward-looking statements as a result of a wide variety or range of factors including, but not limited to:

•potential adverse impacts to economic conditions in the Company’s local market areas, other markets where the Company has lending relationships, or other aspects of the Company’s business operations or financial markets, including, without limitation, as a result of employment levels, labor shortages and the effects of inflation, a potential recession, ~~the failure of the U.S. Congress to increase the debt ceiling,~~ or slowed economic growth caused by increasing political instability from acts of war including Russia’s invasion of Ukraine, as well as increasing ~~oil prices and~~ supply chain ~~disruptions, and any governmental or societal responses to recent bank failures or new COVID-19 variants;~~disruptions;

•changes in consumer spending, borrowing and savings habits;

•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 credit losses;

•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;

•the impact of bank failures or adverse developments at other banks and related negative press about the banking industry in general on investor and depositor sentiment;

•fluctuations in the demand for loans, the number of unsold homes, land and other properties;

•fluctuations in real estate values and both residential and commercial and multifamily real estate market conditions in our market area;

•our ability to access cost-effective funding, including maintaining the confidence of depositors;

•the possibility that unexpected outflows of uninsured deposits may require us to sell investment securities at a loss;

•the transition ~~away~~ from the London Interbank Offered Rate (“LIBOR”) ~~toward~~to new interest-rate benchmarks;

•our ability to control operating costs and expenses;

•secondary market conditions for loans and our ability to sell loans in the secondary market;

•fluctuations in interest rates;

•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 credit 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;

•the inability of key third-party providers to perform their obligations to us;

•our ability to attract and retain deposits;

•competitive pressures among financial services companies;

•our ability to successfully integrate into our operations 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;

•the use of estimates in determining the fair ~~value~~values 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;

•changes in accounting policies and practices, as may be adopted by the financial institution regulatory agencies or the Financial Accounting Standards Board;

•legislative or regulatory changes that adversely affect our business, including changes in banking, securities and tax law, in regulatory policies and principles, or the interpretation of regulatory capital or other rules, and other

3234

governmental initiatives affecting the financial services industry and the availability of resources to address such changes;

•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;

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

•the effects of climate change, severe weather events, natural disasters, pandemics, epidemics and other public health crises, acts of war or terrorism, and other external events on our business;

•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 our reports filed with or furnished to the U.S. Securities and Exchange Commission (the "SEC"), including this Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2022 (“2022 Form 10-K”).

We caution readers not to place undue reliance on any forward-looking statements and that the factors listed above could materially affect our financial performance and could cause our actual results for future periods to differ materially from any such forward-looking statements expressed with respect to future periods and could negatively affect our stock price performance.

We do not undertake and specifically decline any obligation to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

General

Sound Financial Bancorp, a Maryland corporation, is a bank holding company for its wholly owned subsidiary, Sound Community Bank. Substantially all of Sound Financial Bancorp’s business is conducted through Sound Community Bank, a Washington state-chartered commercial bank. As a Washington commercial bank that is not a member of the Federal Reserve System, the Bank’s regulators are the Washington Department of Financial Institutions and the Federal Deposit Insurance Corporation (the “FDIC”). As a bank holding company, Sound Financial Bancorp is regulated by the Federal Reserve. We also sell insurance products and services for clients through Sound Community Insurance Agency, Inc., a wholly owned subsidiary of the Bank.

Sound Community Bank’s deposits are insured up to applicable limits by the FDIC. At ~~March 31,~~June 30, 2023, Sound Financial Bancorp, on a consolidated basis, had assets of ~~$1.00~~$1.01 billion, net loans held-for-portfolio of ~~$862.0~~$847.2 million, deposits of ~~$841.6~~$822.3 million and stockholders’ equity of ~~$98.6~~$99.9 million. The common stock of Sound Financial Bancorp is listed on the NASDAQ Capital Market under the symbol “SFBC.” Our executive offices are located at 2400 3rd Avenue, Suite 150, Seattle, Washington, 98121.

Our principal business consists of attracting retail and commercial deposits from the general public and investing those funds in loans secured by first and second mortgages on one-to-four family residences (including home equity loans and lines of credit), loans secured by commercial and multifamily real estate, construction and land loans, consumer loans and commercial business loans. Our commercial business loans include unsecured lines of credit and secured term loans and lines of credit secured by inventory, equipment and accounts receivable. We also offer a variety of secured and unsecured consumer loan products, including manufactured home loans, floating home loans, automobile loans, boat loans and recreational vehicle loans. As part of our business, we focus on the origination of residential mortgage loans, a significant portion of which we sell to Fannie Mae and other correspondents and the remainder of which we retain for our loan portfolio consistent with our asset/liability objectives. We sell loans that conform to the underwriting standards of Fannie Mae (“conforming”) in which we retain the servicing of the loan in order to maintain the direct customer relationship and to generate noninterest income. Residential loans that do not conform to the underwriting standards of Fannie Mae (“non-conforming”) are held in our loan portfolio. We originate and retain a significant amount of commercial real estate loans, including those secured by owner-occupied and nonowner-occupied commercial real estate, multifamily properties and mobile home parks, as well as construction and land development loans.

Critical Accounting Estimates

Certain of our accounting policies require management to make difficult, complex or subjective judgments, which may relate to matters that are inherently uncertain. Estimates associated with these policies are susceptible to material changes as a result of changes in facts and circumstances. Facts and circumstances that could affect these judgments include, but are not limited to, changes in interest rates, changes in the performance of the economy and changes in the financial condition of

3335

borrowers. Management believes that its critical accounting estimates include determining the allowance for credit losses, accounting for other-than-temporary impairment of securities, accounting for mortgage servicing rights, accounting for other real estate owned and accounting for deferred income taxes. There have been no material changes in the Company’s critical accounting policies and estimates as previously disclosed in the Company’s 2022 Form 10-K, except as disclosed in “Note 1 —Basis of Presentation” in the Notes to Condensed Consolidated Financial Statements in this report.

Comparison of Financial Condition at ~~March 31,~~June 30, 2023 and December 31, 2022

General. Total assets increased ~~$28.0~~$34.4 million, or ~~2.9%~~3.5%, to ~~$1.00~~$1.01 billion at ~~March 31,~~June 30, 2023 from $976.4 million at December 31, 2022. The increase primarily was a result of ~~loan growth and~~ an increase in cash and cash ~~equivalents.~~equivalents, partially offset by a decrease in loans held-for-portfolio.

Cash and Securities, and Investment Securities. Cash and cash equivalents increased ~~$23.7~~$42.3 million, or ~~41.1%~~73.2%, to ~~$81.6~~$100.2 million at ~~March 31,~~June 30, 2023 from $57.8 million at December 31, 2022, consistent with management’s strategy to increase liquidity in light of the continued volatility in the banking sector. The increase was primarily ~~due to due to~~from an increase in deposits, primarily certificate and money market accounts, ~~partially offset by the repayment of~~and FHLB ~~overnight~~ advances. Investment securities decreased ~~$1.6~~$1.8 million, or ~~13.0%~~14.7%, to ~~$10.8~~$10.6 million at ~~March 31,~~June 30, 2023, compared to $12.4 million at December 31, 2022. Held-to-maturity securities totaled $2.2 million, both at ~~March 31,~~June 30, 2023 and at December 31, 2022. Available-for-sale securities totaled ~~$8.6~~$8.4 million at ~~March 31,~~June 30, 2023, compared to $10.2 million at December 31, 2022. The decrease in available-for-sale securities was primarily due to the maturity of $1.6 million in treasury bills and regularly scheduled payments and maturities.

Loans. Loans held-for-portfolio, net, ~~increased $3.6~~decreased $11.2 million, or ~~0.4%~~1.3%, to ~~$862.0~~$847.2 million at ~~March 31,~~June 30, 2023 from $858.4 million at December 31, 2022, driven by ~~increases~~declines in ~~construction~~commercial and ~~land, commercial business~~multifamily real estate and ~~manufactured~~floating home loans, partially offset by ~~declines~~an increase in ~~commercial real estate, multifamily, floating homes and other consumer~~manufactured home loans. ~~The increase from December 31, 2022 in total loans held-for-portfolio primarily resulted from the funding of commercial construction projects and a new commercial and industrial relationship.~~

The following table reflects the changes in the ~~loan~~ mix of our loan portfolio at ~~March 31,~~June 30, 2023, as compared to December 31, 2022 (dollars in thousands):


		March 31, 2023		December 31, 2022		Amount Change		Percent Change			June 30, 2023		December 31, 2022		Amount Change		Percent Change
One-to-four family	One-to-four family	$	274,687	$	274,638	$	49	—	%	One-to-four family	$	273,720	$	274,638	$	(918)	(0.3)	%
Home equity	Home equity	19,631		19,548		83		0.4		Home equity	19,760		19,548		212		1.1
Commercial and multifamily	Commercial and multifamily	307,558		313,358		(5,800)		(1.9)		Commercial and multifamily	301,828		313,358		(11,530)		(3.7)
Construction and land	Construction and land	125,983		116,878		9,105		7.8		Construction and land	117,382		116,878		504		0.4
Manufactured homes	Manufactured homes	27,904		26,953		951		3.5		Manufactured homes	31,619		26,953		4,666		17.3
Floating homes	Floating homes	73,579		74,443		(864)		(1.2)		Floating homes	70,596		74,443		(3,847)		(5.2)
Other consumer	Other consumer	17,378		17,923		(545)		(3.0)		Other consumer	17,915		17,923		(8)		—
Commercial business	Commercial business	25,192		23,815		1,377		5.8		Commercial business	23,939		23,815		124		0.5
Premiums for purchased loans	Premiums for purchased loans	946		973		(26)		(2.7)		Premiums for purchased loans	884		973		(89)		(9.1)
Deferred loan fees	Deferred loan fees	(2,313)		(2,548)		234		(9.2)		Deferred loan fees	(2,214)		(2,548)		334		(13.1)
Total loans held-for-portfolio, gross	Total loans held-for-portfolio, gross	870,545		865,981		4,564		0.5		Total loans held-for-portfolio, gross	855,429		865,981		(10,552)		(1.2)
Allowance for credit losses — loans	Allowance for credit losses — loans	(8,532)		(7,599)		(933)		12.3		Allowance for credit losses — loans	(8,217)		(7,599)		(618)		8.1
Total loans held-for-portfolio, net	Total loans held-for-portfolio, net	$	862,013	$	858,382	$	3,631	0.4	%	Total loans held-for-portfolio, net	$	847,212	$	858,382	$	(11,170)	(1.3)	%

The ~~increase~~decrease in ~~construction~~commercial and ~~land~~multifamily real estate and floating home loans ~~during the period~~ was primarily due to ~~advances of commercial construction loans. The increase in commercial business loans was primarily the result of a new commercial business relationship. These increases were partially offset by~~ payoffs and paydowns during the period, including the payoff of ~~$2.7~~$10.0 million related to three multifamily loans and $3.7 million related to two ~~multifamily~~floating homes loans. These decreases were partially offset by the increase in manufactured home loans during the period as a result of high demand. At ~~March 31,~~June 30, 2023, our loan portfolio, net of deferred loan fees, remained well-diversified. ~~Commercial~~At that date, commercial and multifamily real estate loans accounted for ~~35.3%~~35.2% of total loans, one-to-four family loans, including home equity loans, accounted for ~~33.7%~~34.1% of total loans, commercial business loans accounted for ~~2.9%~~2.8% of total loans, and consumer loans, consisting of manufactured homes, floating homes, and other consumer loans, accounted for ~~13.6%~~14.0% of total ~~loans at March 31, 2023.~~loans. Construction and land loans accounted for ~~14.4%~~13.7% of total loans at ~~March 31,~~June 30, 2023.

Loans held-for-sale totaled ~~$1.4~~$1.7 million at ~~March 31,~~June 30, 2023, compared to none at December 31, 2022. The increase was primarily due to timing of mortgage originations and sales.

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Allowance for Credit Losses.

The following table reflects the adjustments in our allowance for credit losses (“ACL”) during the periods indicated (dollars in thousands):


		Three Months Ended March 31,						Three Months Ended June 30,					Six Months Ended June 30,
		2023			2022					2023			2022			2023			2022
Allowance for Credit Losses — Loans:	Allowance for Credit Losses — Loans:								Allowance for Credit Losses — Loans:
Balance at beginning of period	Balance at beginning of period	$	7,599		$	6,306			Balance at beginning of period	$	8,532		$	6,407		$	7,599		$	6,306
Impact of Adoption of ASU 2016-16		760			—
Impact of Adoption of ASU 2016-13									Impact of Adoption of ASU 2016-13	—			—			760			—
Charge-offs	Charge-offs	(79)			(32)				Charge-offs	(78)			(11)			(157)			(41)
Recoveries	Recoveries	7			8				Recoveries	5			121			12			127
Net charge-offs	Net charge-offs	(72)			(24)				Net charge-offs	(73)			110			(145)			86
Provision for credit losses during the period		245			125
(Release of) provision for credit losses									(Release of) provision for credit losses	(242)			600			3			725
Balance at end of period	Balance at end of period	8,532			$	6,407			Balance at end of period	8,217			$	7,117		$	8,217		$	7,117
Reserve for Unfunded Commitments:	Reserve for Unfunded Commitments:								Reserve for Unfunded Commitments:
Balance at beginning of period	Balance at beginning of period	335			404				Balance at beginning of period	795			419			335			404
Adoption of ASU 2016-13		695			—
(Reversal of) provision for credit losses		(235)			15
Impact of Adoption of ASU 2016-13									Impact of Adoption of ASU 2016-13	—			—			695			—
(Release of) provision for credit losses									(Release of) provision for credit losses	(89)			(8)			(324)			7
Balance at end of period	Balance at end of period	795			419				Balance at end of period	706			411			706			411
Allowance for credit losses	Allowance for credit losses	$	9,327		$	6,826			Allowance for credit losses	$	8,923		$	7,528		$	8,923		$	7,528
Ratio of net charge-offs during the period to average loans outstanding during the period	Ratio of net charge-offs during the period to average loans outstanding during the period	(0.03)		%	(0.01)		%		Ratio of net charge-offs during the period to average loans outstanding during the period	(0.03)		%	0.06		%	(0.03)		%	0.02		%

Our ACL — loans increased ~~$933~~$618 thousand, or ~~12.3%~~8.1%, to ~~$8.5~~$8.2 million at ~~March 31,~~June 30, 2023, from $7.6 million at December 31, 2022.

The change in the ACL - loans from December 31, 2022 to ~~March 31,~~June 30, 2023 was primarily a result of the adjustment for the adoption of ASU 2016-16. The provision for credit losses had a minimal impact on the change in the ACL, as a result of the ~~growth~~decline in the loan portfolio ~~primarily related to~~from the payoff of three large multifamily loans and the completion of construction projects decreasing the ACL - loans, partially offset by construction advances that were outstanding at December 31, 2022 ~~funding~~and funded during the ~~three~~six months ended ~~March 31,~~June 30, 2023, thus reducing the reserve for unfunded commitments and increasing the ACL - loans. Net charge-offs for the three months ended March 31, 2023 totaled $72 thousand, compared to net charge-offs of $24 thousand for the three months ended March 31, 2022. At March 31, 2023, the ACL - loans as a percentage of total loans and nonperforming loans was 0.98% and 659.97%, compared to 0.88% and 256.81%, at December 31, 2022, respectively. See “Comparison of Results of Operations for the Three and Six Months Ended ~~March 31,~~June 30, 2023 and 2022 — Provision for Credit Losses.”

3537

The following tables show certain credit ratios at and for the dates and periods indicated and the components of each ~~component of the~~ ratio's ~~calculations~~calculation (dollars in thousands).


		March 31, 2023			December 31, 2022				At June 30, 2023			At December 31, 2022
Allowance for credit losses - loans as a percentage of total loans outstanding at period end		0.98		%	0.88		%
Allowance for credit losses - loans as a percentage of total loans outstanding								Allowance for credit losses - loans as a percentage of total loans outstanding	0.96		%	0.88		%
Allowance for credit losses — loans	Allowance for credit losses — loans	$	8,532		$	7,599		Allowance for credit losses — loans	$	8,217		$	7,599
Total loans outstanding	Total loans outstanding	$	871,912		$	867,556		Total loans outstanding	$	856,759		$	867,556

Nonaccrual loans as a percentage of total loans outstanding at period end		0.15		%	0.34		%
Nonaccrual loans as a percentage of total loans outstanding								Nonaccrual loans as a percentage of total loans outstanding	0.18		%	0.34		%
Total nonaccrual loans	Total nonaccrual loans	$	1,293		$	2,959		Total nonaccrual loans	$	1,511		$	2,959
Total loans outstanding	Total loans outstanding	$	871,912		$	867,556		Total loans outstanding	$	856,759		$	867,556

Allowance for credit losses - loans as a percentage of nonaccrual loans at period end		659.94		%	256.81		%
Allowance for credit losses - loans as a percentage of nonaccrual loans								Allowance for credit losses - loans as a percentage of nonaccrual loans	543.94		%	256.81		%
Allowance for credit losses — loans	Allowance for credit losses — loans	$	8,532		$	7,599		Allowance for credit losses — loans	$	8,217		$	7,599
Total nonaccrual loans	Total nonaccrual loans	$	1,293		$	2,959		Total nonaccrual loans	$	1,511		$	2,959

Allowance for credit losses as a percentage of total loans outstanding at period end		1.07		%	0.91		%
Allowance for credit losses as a percentage of total loans outstanding								Allowance for credit losses as a percentage of total loans outstanding	1.04		%	0.91		%
Allowance for credit losses	Allowance for credit losses	$	9,327		$	7,934		Allowance for credit losses	$	8,923		$	7,934
Total loans outstanding	Total loans outstanding	$	871,912		$	867,556		Total loans outstanding	$	856,759		$	867,556

Allowance for credit losses as a percentage of nonaccrual loans at period end		721.46		%	268.13		%
Allowance for credit losses as a percentage of nonaccrual loans								Allowance for credit losses as a percentage of nonaccrual loans	590.67		%	268.13		%
Allowance for credit losses	Allowance for credit losses	$	9,327		$	7,934		Allowance for credit losses	$	8,923		$	7,934
Total nonaccrual loans	Total nonaccrual loans	$	1,293		$	2,959		Total nonaccrual loans	$	1,511		$	2,959

3638


		Three Months Ended March 31,							Three Months Ended June 30,					Six Months Ended June 30,
		2023			2022						2023			2022			2023		2022
		($ in thousands)						($ in thousands)
Net recoveries (charge-offs) during period to average loans outstanding:	Net recoveries (charge-offs) during period to average loans outstanding:									Net recoveries (charge-offs) during period to average loans outstanding:
One-to-four family:	One-to-four family:	—		%	—		%			One-to-four family:	—		%	0.08		%	—	%	0.04	%
Net recoveries (charge-offs)		$	—		$	—
Net recoveries										Net recoveries	$	—		$	45		—		45
Average loans outstanding	Average loans outstanding	$	274,261		$	211,315				Average loans outstanding	$	274,066		$	232,173		274,163		221,801

Home equity:	Home equity:	—		%	0.06		%			Home equity:	(0.51)		%	1.51		%	(0.26)	%	0.82	%
Net recoveries (charge-offs)		$	—		$	2
Net (charge-offs) recoveries										Net (charge-offs) recoveries	$	(25)		$	57		(25)		58
Average loans outstanding	Average loans outstanding	$	19,580		$	13,449				Average loans outstanding	$	19,723		$	15,168		19,652		14,313

Commercial and multifamily real estate:	Commercial and multifamily real estate:	—		%	—		%			Commercial and multifamily real estate:	—		%	—		%	—	%	—	%
Net (charge-offs) recoveries	Net (charge-offs) recoveries	$	—		$	—				Net (charge-offs) recoveries	$	—		$	—		—		—
Average loans outstanding	Average loans outstanding	$	310,960		$	279,237				Average loans outstanding	$	305,553		$	288,935		308,241		284,112

Construction and land:	Construction and land:	—		%	—		%			Construction and land:	—		%	—		%	—	%	—	%
Net (charge-offs) recoveries	Net (charge-offs) recoveries	$	—		$	—				Net (charge-offs) recoveries	$	—		$	—		—		—
Average loans outstanding	Average loans outstanding	$	120,704		$	65,314				Average loans outstanding	$	121,577		$	78,884		121,143		72,137

Manufactured homes:	Manufactured homes:	—		%	—		%			Manufactured homes:	—		%	0.21		%	—	%	0.11	%
Net recoveries	Net recoveries	$	—		$	—				Net recoveries	$	—		$	12		—		12
Average loans outstanding	Average loans outstanding	$	27,279		$	21,896				Average loans outstanding	$	29,655		$	22,535		28,474		22,217

Floating homes:	Floating homes:	—		%	—		%			Floating homes:	—		%	—		%	—	%	—	%
Net (charge-offs) recoveries	Net (charge-offs) recoveries	$	—		$	—				Net (charge-offs) recoveries	$	—		$	—		—		—
Average loans outstanding	Average loans outstanding	$	74,043		$	59,797				Average loans outstanding	$	73,246		$	62,404		73,642		61,108

Other consumer:	Other consumer:	(1.68)		%	(0.50)		%			Other consumer:	(1.10)		%	(0.22)		%	(1.39)	%	(0.34)	%
Net (charge-offs)	Net (charge-offs)	$	(72)		$	(21)				Net (charge-offs)	$	(48)		$	(10)		(120)		(29)
Average loans outstanding	Average loans outstanding	$	17,333		$	16,892				Average loans outstanding	$	17,527		$	18,436		17,431		17,668

Commercial business:	Commercial business:	—		%	(0.08)		%			Commercial business:	—		%	0.10		%	—	%	—	%
Net (charge-offs)		$	—		$	(5)
Net recoveries										Net recoveries	$	—		$	6		—		—
Average loans outstanding	Average loans outstanding	$	24,107		$	25,657				Average loans outstanding	$	24,285		$	23,968		24,196		24,808

Total loans:	Total loans:	(0.03)		%	(0.01)		%			Total loans:	(0.03)		%	0.06		%	(0.03)	%	0.02	%
Net recoveries (charge-offs)		$	(72)		$	(24)
Net (charge-offs) recoveries										Net (charge-offs) recoveries	$	(73)		$	110		(145)		86
Average loans outstanding	Average loans outstanding	$	868,266		$	693,556				Average loans outstanding	$	865,631		$	742,504		866,942		718,165

Nonperforming Assets. At ~~March 31,~~June 30, 2023, nonperforming assets, which are comprised of nonaccrual loans and other real estate owned (“OREO”), totaled ~~$1.9~~$2.1 million, or ~~0.19%~~0.21% of total assets, compared to $3.6 million, or 0.37% of total assets at December 31, 2022.

The table below sets forth the amounts and categories of nonperforming assets at the dates indicated (dollars in thousands):


		Nonperforming Assets									Nonperforming Assets
		March 31, 2023		December 31, 2022		Amount Change		Percent Change			June 30, 2023		December 31, 2022		Amount Change		Percent Change

Total nonperforming loans	Total nonperforming loans	$	1,293	$	2,958	$	(1,665)	(56.3)		Total nonperforming loans	$	1,511	$	2,958	$	(1,447)	(48.9)
OREO and repossessed assets	OREO and repossessed assets	575		659		(84)		(12.7)		OREO and repossessed assets	575		659		(84)		(12.7)
Total nonperforming assets	Total nonperforming assets	$	1,868	$	3,617	$	(1,749)	(48.4)	%	Total nonperforming assets	$	2,086	$	3,617	$	(1,531)	(42.3)	%

Nonperforming assets, which are comprised of nonaccrual loans, nonperforming modified loans and OREO, decreased $1.7 million, or 48.4%, to $1.9 million at March 31, 2023 from $3.6 million at December 31, 2022. The decrease in nonperforming

3739

Nonperforming assets, which are comprised of nonperforming loans (nonaccrual loans and nonperforming modified loans) and other real estate owned (“OREO”) and repossessed assets, decreased $1.5 million, or 42.3%, to $2.1 million, or 0.21% of total assets, at June 30, 2023 from $3.6 million, or 0.37% of total assets, at December 31, 2022. The decrease in nonperforming assets primarily was due to the payoff of $1.5 million in nonperforming one-to-four family loans related to a single borrower and the write-off of one residential property for $84 ~~thousand during the three months ended March 31, 2023.~~thousand. The percentage of nonperforming loans to total loans was ~~0.15%~~0.18% at ~~March 31,~~June 30, 2023, compared to 0.34% of total loans at December 31, 2022.

Mortgage Servicing Rights. The fair value of mortgage servicing rights was ~~$4.6~~$4.7 million at ~~March 31,~~June 30, 2023, ~~a decrease~~an increase of ~~$100~~$39 thousand, or ~~2.1%~~0.8%, from $4.7 million at December 31, 2022. We record mortgage servicing rights on loans sold with servicing retained and upon acquisition of a servicing portfolio. Mortgage servicing rights are carried at fair value. If the fair value of our mortgage servicing rights fluctuates significantly, our financial results could be materially impacted.

Deposits and Borrowings. Total deposits increased ~~$32.9~~$13.5 million, or ~~4.1%~~1.7%, to ~~$841.6~~$822.3 million at ~~March 31,~~June 30, 2023 from $808.8 million at December 31, 2022. The increase was primarily a result of higher balances in certificate and money market accounts, partially offset by lower balances in all other deposit products, largely driven by consumer behavior to move funds from lower rate deposit products into higher rate deposit products. Noninterest-bearing deposits decreased ~~$117 thousand,~~$14.7 million, or ~~0.1%~~8.5%, to ~~$173.1~~$158.5 million at ~~March 31,~~June 30, 2023, compared to $173.2 million at December 31, 2022. Noninterest-bearing deposits represented ~~20.6%~~19.3% of total deposits at ~~March 31,~~June 30, 2023, compared to 21.4% at December 31, 2022.

A summary of deposit accounts with the corresponding weighted-average cost of funds at the dates indicated is presented below (dollars in thousands):


		March 31, 2023				December 31, 2022					June 30, 2023				December 31, 2022
		Amount		Wtd. Avg. Rate		Amount		Wtd. Avg. Rate			Amount		Wtd. Avg. Rate		Amount		Wtd. Avg. Rate
Noninterest-bearing demand	Noninterest-bearing demand	$	168,522	—	%	$	170,549	—	%	Noninterest-bearing demand	$	156,011	—	%	$	170,549	—	%
Interest-bearing demand	Interest-bearing demand	235,836		0.43		254,982		0.21		Interest-bearing demand	208,571		0.50		254,982		0.21
Savings	Savings	83,991		0.05		95,641		0.05		Savings	79,349		0.05		95,641		0.05
Money market	Money market	77,624		0.55		74,639		0.28		Money market	87,360		0.84		74,639		0.28
Time deposits	Time deposits	271,117		2.66		210,305		0.97		Time deposits	288,485		2.91		210,305		0.97
Escrow (1)	Escrow (1)	4,557		—		2,647		—		Escrow (1)	2,477		—		2,647		—
Total deposits	Total deposits	$	841,647	1.05	%	$	808,763	0.37	%	Total deposits	$	822,253	1.24	%	$	808,763	0.37	%

(1) Escrow balances shown in noninterest-bearing deposits on the Condensed Consolidated Balance Sheets.

Scheduled maturities of time deposits at ~~March 31,~~June 30, 2023, are as follows (in thousands):


Year Ending December 31,	Year Ending December 31,	Amount		Year Ending December 31,	Amount
2023	2023	$	180,202	2023	$	137,571
2024	2024	52,826		2024	111,344
2025	2025	31,541		2025	33,902
2026	2026	1,734		2026	3,633
2027	2027	4,686		2027	1,924
Thereafter	Thereafter	128		Thereafter	111
		$	271,117		$	288,485

Savings, demand, and money market accounts have no contractual maturity. Certificates of deposit have maturities of ~~six~~five years or less.

The aggregate amount of time deposits in denominations of more than $250,000 at ~~March 31,~~June 30, 2023 and December 31, 2022, totaled ~~$82.1~~$80.4 million and $56.1 million, respectively. Deposit amounts in excess of $250,000 are not federally insured. As of ~~March 31,~~June 30, 2023, uninsured deposits totaled ~~$174.1~~$140.0 million, which represented ~~20.7%~~17.0% of total deposits, as compared to uninsured deposits of $161.9 million, or 20.0% of total deposits as of December 31, 2022. The uninsured amounts are estimates based on the methodologies and assumptions used for the Bank’s regulatory reporting requirements. The ~~increase~~decrease in uninsured deposits primarily related to the ~~increase in certificates~~increased customer use of ~~deposit.~~deposit insurance products, such as ICS® (Insured Cash Sweep) and CDARS® (Certificate of Deposit Registry Service), that reduced the level of uninsured deposits following the recent failures of some banks during 2023.

Borrowings, comprised of FHLB advances, ~~decreased $8.0~~increased $17.0 million to ~~$35.0~~$60.0 million at ~~March 31,~~June 30, 2023 from $43.0 million at December 31, 2022, ~~primarily as a result of paydowns of our FHLB advances due~~consistent with management’s strategy to ~~the increase in deposits.~~maintain higher liquidity levels.

Subordinated notes, net totaled $11.7 million at both ~~March 31,~~June 30, 2023 and December 31, 2022.

Stockholders’ Equity. Total stockholders’ equity increased ~~$900 thousand,~~$2.2 million, or ~~0.9%~~2.3%, to ~~$98.6~~$99.9 million at ~~March 31,~~June 30, 2023, from $97.7 million at December 31, 2022. This increase primarily reflects ~~$2.2~~$5.1 million of net income earned during the ~~current quarter, a $83 thousand decrease in accumulated other comprehensive loss, net of tax,~~six months ended June 30, 2023 and ~~$247~~$303 thousand in proceeds from exercises of stock options, partially offset by $1.2 million in stock repurchases and the cash payment of ~~$442~~$936 thousand in dividends to the Company’s stockholders. In addition, stockholders' equity was negatively impacted by the adoption of CECL in the first quarter of 2023, which as of January 1, 2023, resulted in an after-tax decrease to opening retained earnings of $1.1 million.

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Average Balances, Net Interest Income, Yields Earned and Rates Paid

The following tables present, for the periods indicated, the total dollar amount of interest income from average interest-earning assets and the resultant yields, as well as the interest expense on average interest-bearing liabilities, expressed both in dollars and rates. Income and yields on tax-exempt obligations have not been computed on a tax equivalent basis. All average balances are daily average balances. Nonaccrual loans have been included in the table as loans carrying a zero yield for the period they have been on nonaccrual (dollars in thousands).


		Three Months Ended March 31,															Three Months Ended June 30,
		2023							2022								2023							2022
		Average Outstanding Balance		Interest Earned/ Paid			Yield/ Rate Annualized		Average Outstanding Balance		Interest Earned/ Paid			Yield/ Rate Annualized			Average Outstanding Balance		Interest Earned/ Paid			Yield/ Rate Annualized		Average Outstanding Balance		Interest Earned/ Paid			Yield/ Rate Annualized
Interest-earning assets:	Interest-earning assets:															Interest-earning assets:
Loans receivable	Loans receivable	$	867,724	$	11,381		5.32	%	$	694,920	$	8,075		4.71	%	Loans receivable	$	866,008	$	11,551		5.35	%	$	741,626	$	8,697		4.70	%
Investments, cash and cash equivalents	Investments, cash and cash equivalents	80,244		793			4.01		190,385		138			0.29		Investments, cash and cash equivalents	79,001		861			4.37		138,943		289			0.83
Total interest-earning assets (1)	Total interest-earning assets (1)	947,968		12,174			5.21		885,305		8,213			3.76		Total interest-earning assets (1)	945,009		12,412			5.27		880,569		8,986			4.09
Interest-bearing liabilities:	Interest-bearing liabilities:															Interest-bearing liabilities:
Savings and money market accounts	Savings and money market accounts	164,270		93			0.23		196,128		30			0.06		Savings and money market accounts	163,165		350			0.86		195,339		29			0.06
Demand and NOW accounts	Demand and NOW accounts	241,088		267			0.45		315,181		122			0.16		Demand and NOW accounts	215,120		182			0.34		311,941		125			0.16
Certificate accounts	Certificate accounts	246,578		1,776			2.92		102,315		275			1.09		Certificate accounts	279,774		2,421			3.47		95,974		260			1.09
Subordinated notes	Subordinated notes	11,683		168			5.83		11,637		168			5.85		Subordinated notes	11,693		168			5.76		11,648		168			5.79
Borrowings	Borrowings	44,911		499			4.51		—		—			—		Borrowings	48,138		547			4.56		2,418		12			1.99
Total interest-bearing liabilities	Total interest-bearing liabilities	708,530		2,803			1.60	%	625,261		595			0.39	%	Total interest-bearing liabilities	717,890		3,668			2.05	%	617,320		594			0.39	%
Net interest income	Net interest income			$	9,371						$	7,618				Net interest income			$	8,744						$	8,392
Net interest rate spread	Net interest rate spread						3.60	%						3.38	%	Net interest rate spread						3.22	%						3.71	%
Net earning assets	Net earning assets	$	239,438						$	260,044						Net earning assets	$	227,119						$	263,249
Net interest margin	Net interest margin						4.01	%						3.49	%	Net interest margin						3.71	%						3.82	%
Average interest-earning assets to average interest-bearing liabilities	Average interest-earning assets to average interest-bearing liabilities			133.79		%					141.59		%			Average interest-earning assets to average interest-bearing liabilities			131.64		%					142.64		%
Noninterest-bearing deposits	Noninterest-bearing deposits	$	172,805						$	194,556						Noninterest-bearing deposits	$	159,284						$	192,843
Total deposits	Total deposits	824,741		2,136			1.05	%	808,180		427			0.21	%	Total deposits	817,343		2,953			1.45	%	796,097		414			0.21	%
Total funding(2)	Total funding(2)	881,335		2,803			1.29	%	819,817		595			0.29	%	Total funding(2)	877,174		3,668			1.68	%	810,163		594			0.29	%

(1) Calculated net of deferred loan fees, loan discounts and loans in process.

(2) Total funding is the sum of average interest-bearing liabilities and average noninterest-bearing deposits. The cost of total funding is calculated as annualized total interest expense divided by average total funding.



	Six Months Ended June 30,
	2023							2022
	Average Outstanding Balance		Interest Earned/ Paid			Yield/ Rate Annualized		Average Outstanding Balance		Interest Earned/ Paid			Yield/ Rate Annualized
Interest-earning assets:
Loans receivable	$	866,862	$	22,932		5.33	%	$	718,402	$	16,772		4.71	%
Investments, cash and cash equivalents	78,499		1,654			4.25		162,304		427			0.53
Total interest-earning assets (1)	945,361		24,586			5.24	%	880,706		17,199			3.94
Interest-bearing liabilities:
Savings and money market accounts	163,714		477			0.59		195,731		59			0.06
Demand and NOW accounts	228,032		414			0.37		313,552		247			0.16
Certificate accounts	263,268		4,197			3.21		99,127		535			1.09
Subordinated notes	11,688		336			5.80		11,643		336			5.82
Borrowings	46,533		1,046			4.53		1,215		12			1.99
Total interest-bearing liabilities	713,235		6,470			1.83	%	621,268		1,189			0.39	%
Net interest income			$	18,116						$	16,010
Net interest rate spread						3.42	%						3.55	%
Net earning assets	$	232,126						$	259,438
Net interest margin						3.86	%						3.67	%
Average interest-earning assets to average interest-bearing liabilities			132.55		%					141.76		%
Noninterest-bearing deposits	$	166,007						$	193,695
Total deposits	821,021		5,088			1.25	%	802,105		841			0.21	%
Total funding(2)	879,242		6,470			1.48	%	814,963		1,189			0.29	%

(1)Calculated net of deferred loan fees, loan discounts and loans in process.

(2)Total funding is the sum of average interest-bearing liabilities and average noninterest-bearing deposits. The cost of total funding is calculated as annualized total interest expense divided by average total funding.

Rate/Volume Analysis

The following table presents, for the periods indicated, the dollar amount of changes in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities. It distinguishes between changes related to outstanding balances and changes due to interest rates. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (i) changes in volume (i.e., changes in volume multiplied by old rate) and (ii) changes in rate (i.e., changes in rate multiplied by old volume). For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately to the change due to volume and the change due to rate (dollars in thousands).

4043


		Three Months Ended March 31, 2023 vs. 2022						Three Months Ended June 30, 2023 vs. 2022							Six Months Ended June 30, 2023 vs. 2022
		Increase (Decrease) due to				Total Increase (Decrease)			Increase (Decrease) due to						Total Increase (Decrease)			Increase (Decrease) due to								Total Increase (Decrease)
		Volume		Rate						Volume				Rate			Total Increase (Decrease)			Volume				Rate				Total Increase (Decrease)
Interest-earning assets:	Interest-earning assets:										Interest-earning assets:
Loans receivable	Loans receivable	$	2,266	$	1,040	$	3,306				Loans receivable	$	1,659		$	1,195				$	2,854			$	3,927			$	2,233			$	6,160
Investments, cash and cash equivalents	Investments, cash and cash equivalents	(1,088)		1,743		655					Investments, cash and cash equivalents	(653)			1,225			572				(1,766)				2,993				1,227
Total interest-earning assets	Total interest-earning assets	1,178		2,783		3,961					Total interest-earning assets	1,006			2,420			3,426				2,161				5,226				7,387
Interest-bearing liabilities:	Interest-bearing liabilities:										Interest-bearing liabilities:
Savings and Money Market accounts	Savings and Money Market accounts	(18)		81		63					Savings and Money Market accounts	(69)			390			321				(93)				511				418
Demand and NOW accounts	Demand and NOW accounts	(82)		227		145					Demand and NOW accounts	(82)			139			57				(155)				322				167
Certificate accounts	Certificate accounts	1,039		462		1,501					Certificate accounts	1,590			571			2,161				2,617				1,045				3,662
Subordinated notes	Subordinated notes	1		(1)		—					Subordinated notes	1			(1)			—				1				(1)				—
Borrowings	Borrowings	499		—		499					Borrowings	520			15			535				1,019				15				1,034
Total interest-bearing liabilities	Total interest-bearing liabilities	$	1,439	$	769	$	2,208				Total interest-bearing liabilities	$	1,960		$	1,114		$	3,074			$	3,389			$	1,892			$	5,281
Change in net interest income	Change in net interest income					$	1,753				Change in net interest income							$	352											$	2,106

Comparison of Results of Operation for the Three and Six Months Ended ~~March 31,~~June 30, 2023 and 2022

General.

Q1Q2 2023 vs Q1Q2 2022. Net income increased ~~$445 thousand,~~$1.3 million, or ~~25.8%~~79.2%, to ~~$2.2~~$2.9 million, or ~~$0.83~~$1.11 per diluted common share, for the three months ended ~~March 31,~~June 30, 2023, compared to ~~$1.7~~$1.6 million, or ~~$0.65~~$0.61 per diluted common share, for the three months ended ~~March 31,~~June 30, 2022. The increase was primarily the result of a ~~$1.8 million~~$352 thousand increase in net interest income, ~~and~~ a ~~$130~~$923 thousand decrease in the provision for credit losses and a $876 thousand increase in noninterest income, partially offset by a ~~$554~~$705 thousand increase in noninterest expense.

YTD 2023 vs. YTD 2022. Net income increased $1.7 million, or 51.6%, to $5.1 million, or $1.94 per diluted common share, for the six months ended June 30, 2023, compared to $3.3 million, or $1.26 per diluted common share, for the six months ended June 30, 2022. The increase was primarily a result of a $2.1 million increase in net interest income, a $1.1 million decrease in the provision for credit losses and a $318 thousand increase in noninterest income, ~~and~~partially offset by a ~~$795 thousand~~$1.5 million increase in noninterest expense.

Interest Income

Q1Q2 2023 vs Q1Q2 2022. Interest income increased ~~$4.0~~$3.4 million, or ~~48.2%~~38.1%, to ~~$12.2~~$12.4 million for the three months ended ~~March 31,~~June 30, 2023, from ~~$8.2~~$9.0 million for the three months ended ~~March 31,~~June 30, 2022, primarily due to higher average loan balances, a 6165 basis point increase in the average loan yield and a ~~371~~354 basis point increase in the average yield on investments, cash and ~~interest-bearing~~ cash equivalents, partially offset by a lower average balance of investments, cash and ~~interest-bearing cash.~~cash equivalents.

Interest income on loans increased ~~$3.3~~$2.9 million, or ~~40.9%~~32.8%, to ~~$11.4~~$11.6 million for the three months ended ~~March 31,~~June 30, 2023, compared to ~~$8.1~~$8.7 million for the three months ended ~~March 31,~~June 30, 2022. The average balance of total loans was ~~$867.7~~$866.0 million for the three months ended ~~March 31,~~June 30, 2023, compared to ~~$694.9~~$741.6 million for the three months ended ~~March 31,~~June 30, 2022, primarily resulting from increased balances ~~related to construction advances, partially offset by a decrease~~ in all loan categories, excluding commercial ~~and multifamily loans resulting from the payoff of a few large multifamily loans during the past year.~~business loans. The average yield on total loans was ~~5.32%~~5.35% for three months ended ~~March 31,~~June 30, 2023, compared to ~~4.71%~~4.70% for the three months ended ~~March 31,~~June 30, 2022. The average yield on total loans increased primarily due to variable rate loans adjusting to higher market interest rates and new loan originations at higher interest rates.

Interest income on the investment portfolio and cash and cash equivalents increased ~~$655~~$572 thousand, or ~~474.6%~~197.9%, to ~~$793~~$861 thousand for the three months ended ~~March 31,~~June 30, 2023, compared to ~~$138~~$289 thousand for the three months ended ~~March 31,~~June 30, 2022. The increase in the interest income on investment securities and cash and cash equivalents was due to higher average yields, partially offset by lower average balances. The average balance on investments and cash and cash equivalents was ~~$80.2~~$79.0 million for the three months ended ~~March 31,~~June 30, 2023, compared to ~~$190.4~~$138.9 million for the three months ended ~~March 31,~~June 30, 2022. The

decrease in average ~~balances~~balance was due to lower average cash balances as we redeployed funds into higher interest-earning assets, specifically ~~loans and, to a lesser extent, investment securities.~~loans. The average yield on investments and cash and cash equivalents increased to ~~4.01%~~4.37% for the three months ended ~~March 31,~~June 30, 2023, compared to ~~0.29%~~0.83% for the three months ended ~~March 31,~~June 30, 2022, as a result of the rising interest rate environment.

YTD 2023 vs. YTD 2022. Interest income increased $7.4 million, or 43.0%, to $24.6 million for the six months ended June 30, 2023, from $17.2 million for the six months ended June 30, 2022, primarily due to higher average loan balances, a 62 basis point increase in the average loan yield and a 372 basis point increase in the average yield earned on investments, cash and cash equivalents, partially offset by a lower average balance of investments, cash and cash equivalents.

Interest income on loans increased $6.2 million, or 36.7%, to $22.9 million for the six months ended June 30, 2023, compared to $16.8 million for the six months ended June 30, 2022, driven by higher average total loans and a 62 basis points increase in the average yield on loans. The average balance of total loans was $866.9 million for the six months ended June 30, 2023, compared to $718.4 million for the six months ended June 30, 2022, primarily resulting from increased balances related to all loan categories, excluding other consumer and commercial business loans. The average yield on total loans was 5.33% for the six months ended June 30, 2023, compared to 4.71% for the six months ended June 30, 2022. The average yield on total loans increased primarily due to variable rate loans adjusting to higher market interest rates and new loan originations at higher interest rates

Interest income on the investment portfolio and cash and cash equivalents increased $1.2 million, or 287.4%, to $1.7 million for the six months ended June 30, 2023, compared to $427 thousand for the six months ended June 30, 2022. The increase in interest income on investment securities and cash and cash equivalents was due to higher average yields, partially offset by lower average balances. The average yield on investments and cash and cash equivalents was 4.25% for the six months ended June 30, 2023, compared to 0.53% for the six months ended June 30, 2022, as a result of the rising interest rate environment.

Interest Expense

Q1Q2 2023 vs Q1Q2 2022. Interest expense increased ~~$2.2~~$3.1 million, or ~~371.1%~~517.5%, to ~~$2.8~~$3.7 million for the three months ended ~~March 31,~~June 30, 2023, from ~~$595~~$594 thousand for the three months ended ~~March 31,~~June 30, 2022. Interest expense on deposits increased ~~$1.7~~$2.5 million, or

~~400.2%~~ 613.3%, to ~~$2.1~~$3.0 million for the three months ended ~~March 31,~~June 30, 2023, compared to ~~$427~~$414 thousand for the same period a year ago. The increase was primarily the result of a ~~$44.9 million increase in the average balance of borrowings and a $144.3~~$183.8 million increase in the average balance of certificate accounts, as well as higher average rates paid on all interest-bearing deposits, partially offset by a ~~$106.0~~$129.0 million decrease in the average balance of interest-bearing deposits other than certificate accounts. The increase in the rate paid on certificate accounts contributed to a 84124 basis point increase in the average cost of total deposits to ~~1.05%~~1.45% for the quarter ended ~~March 31,~~June 30, 2023, from 0.21% for the quarter ended ~~March 31,~~June 30, 2022.

Interest expense on borrowings, comprised solely of FHLB advances, was ~~$499~~$547 thousand for the three months ended ~~March 31,~~June 30, 2023, compared to ~~none~~$12 thousand for the three months ended ~~March 31,~~June 30, 2022, reflecting the increased use of FHLB advances to supplement our liquidity needs. Interest expense on subordinated notes was $168 thousand for both the three ~~month periods~~months ended ~~March 31,~~June 30, 2023 and 2022.

YTD 2023 vs. YTD 2022. Interest expense increased $5.3 million, or 444.2%, to $6.5 million for the six months ended June 30, 2023, from $1.2 million for the six months ended June 30, 2022. Interest expense on deposits increased $4.2 million, or 505.0%, to $5.1 million for the six months ended June 30, 2023, compared to $841 thousand for the six months ended June 30, 2022. The increase was primarily the result of an increase in the average balance of certificate accounts, as well as higher average rates paid on all interest-bearing deposits, partially offset by a decrease in the average balance of interest-bearing deposits other than certificate accounts. The average cost of total deposits increased 104 basis points to 1.25% for the six months ended June 30, 2023, from 0.21% for the six months ended June 30, 2022.

Interest expense on borrowings, comprised solely of FHLB advances, was $1.0 million for the six months ended June 30, 2023, compared to $12 thousand for the six months ended June 30, 2022, reflecting the increased use of FHLB advances to supplement our liquidity needs. Interest expense on subordinated notes was $336 thousand for both the six months ended June 30, 2023 and 2022.

Net Interest Income.

Q1Q2 2023 vs Q1Q2 2022. Net interest income increased ~~$1.8 million,~~$352 thousand, or ~~23.0%~~4.2%, to ~~$9.4~~$8.7 million for the three months ended ~~March 31,~~June 30, 2023, from ~~$7.6~~$8.4 million for the three months ended ~~March 31,~~June 30, 2022. Our net interest margin was ~~4.01%~~3.71% and ~~3.49%~~3.82% for the three months ended ~~March 31,~~June 30, 2023 and 2022, respectively. The increase in net interest income primarily was the result of a higher ~~interest income~~average balance of and yield earned on ~~loans, investments and interest-bearing cash,~~interest-earning assets, partially offset by a higher ~~interest expense~~average balance of and rate paid on ~~deposits and borrowings.~~interest-bearing liabilities. The ~~increase~~decrease in net interest margin primarily was due to the higher interest ~~income earned~~expense on ~~interest-earning assets,~~interest-bearing liabilities, driven by ~~the higher average balance of and yield earned on loans,~~ the increase in rates paid on interest-bearing liabilities and the higher average ~~balance~~balances of certificates of deposits and borrowings, partially offset by higher interest income earned on interest-earning assets.

YTD 2023 vs. YTD 2022. Net interest income increased $2.1 million, or 13.2%, to $18.1 million for the six months ended June 30, 2023, from $16.0 million for the six months ended June 30, 2022. Our net interest margin was 3.86% and 3.67% for the six months ended June 30, 2023 and 2022, respectively. The increase in net interest income primarily resulted from higher average balances and yield earned on interest-earning assets, partially offset by an increase in the average balances of and rate paid on deposits and borrowings The increase in net interest margin primarily was due to average yields earned on interest-earning assets increasing at a faster pace than the average interest rates paid on interest-bearing liabilities, partially offset by an increase in average borrowings.

Since March 2022, in response to inflation, the Federal Open Market Committee of the Federal Reserve has increased the target range for the federal funds rate by ~~475~~500 basis points, including 5075 basis points during ~~the first quarter of~~ 2023, to a range of ~~4.75%~~5.00% to ~~5.00%~~5.25% as of ~~March 31,~~June 30, 2023. In ~~May~~July 2023, the FOMC increased the target range for the federal funds rate another 25 basis points to a range of ~~5.00%~~5.25% to ~~5.25%~~5.50%.

Provision for Credit Losses.

AThe following table reflects the components of the (release of) provision for credit losses ~~of $10 thousand was recorded for~~during the three months ended March 31, 2023, consisting of a provision for credit losses on loans of $245 thousand and a release of reserve for unfunded loan commitments of $235 thousand. This compared to a provision for credit losses of $140 thousand for the three months ended March 31, 2022, consisting of a provision for loan losses and unfunded loan commitments of $125 thousand and $15 thousand respectively. periods indicated (dollars in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
(Release of) provision for credit losses on loans	$	(242)	$	600	$	3	$	725
(Release of) provision for credit losses on unfunded loan commitments	(89)		(8)		(324)		7
(Release of) provision for credit losses	$	(331)	$	592	$	(321)	$	732

The ~~decrease~~change in the provision for credit losses for both periods in 2023 from the comparable periods in 2022 resulted primarily from changes in methodology used to reserve for credit losses. The Company adopted the CECL standard as of January 1, 2023, which resulted in a one-time upward adjustment to the ACL - loans of $760 thousand and an ACL - unfunded loan commitments of $695 thousand, and an after-tax decrease to opening retained earnings of $1.1 million.2023. All amounts prior to January 1, 2023 were calculated using the previous incurred loss methodology to compute our allowance for loan losses, which is not directly comparable to the new current expected credit losses methodology. ~~The~~During the three months ended June 30, 2023, the release of credit losses on loans resulted primarily from the decrease in our loans held-for-portfolio, with most of the decline occurring within our commercial construction portfolio as projects were completed, while the release of credit losses on unfunded loan commitments related to construction advances funding and moving into the ACL - loans. During the six months ended June 30, 2023, the provision for credit losses on loans primarily relates to the mix of the loan portfolio, partially offset by the decline in the balance of the loan portfolio, while the release of credit losses on unfunded loan commitments occurred for the same reasons discussed above for the three months ended June 30, 2023. Under CECL, the provision for credit losses for the three and six months ended ~~March 31,~~June 30, 2023 ~~also~~ reflects assumptions related to our forecast concerning the economic environment as a result of local, national and global events, including recent bank failures. In addition, expected loss estimates consider various factors, including customer-specific information, changes in risk ratings, projected delinquencies, and the impact of economic conditions on borrowers' ability to repay. Net charge-offs for the ~~three~~six months ended ~~March 31,~~June 30, 2023 totaled ~~$72~~$145 thousand, compared to net ~~charge-offs~~recoveries of ~~$24~~$86 thousand for the ~~three~~six months ended ~~March 31,~~June 30, 2022.

While we believe the estimates and assumptions used in our determination of the adequacy of the ACL are reasonable, there can be no assurance that such estimates and assumptions will not be proven incorrect in the future, or that the actual amount of future provisions will not exceed the amount of past provisions or that any increased provisions that may be required will not have a material adverse impact on our financial condition and results of operations. A further decline in national and local economic conditions, as a result of the effects of inflation, and a potential recession or slowed economic growth, among other factors, could result in a material increase in the ACL and have a material adverse impact on our financial condition and results of operations. In addition, the determination of the amount of our ACL is subject to review by bank regulators as part of the routine examination process, which may result in the adjustment of reserves based upon their judgment of information available to them at the time of their examination.

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Noninterest Income. Noninterest income ~~decreased $554~~increased $876 thousand, or ~~36.4%~~86.3%, to $1.9 million for the three months ended June 30, 2023, as compared to $1.0 million for the three months ended ~~March 31, 2023, as compared to $1.5 million for the three months ended March 31,~~June 30, 2022, as reflected below (dollars in thousands):


		Three Months Ended March 31,				Amount Change					Percent Change			Three Months Ended June 30,								Amount Change			Percent Change
		2023		2022						2023					2022
Service charges and fee income	Service charges and fee income	$	581	$	549			$	32					5.8		%	Service charges and fee income	$	670		$	596		$	74		12.4	%
Earnings on cash surrender value of BOLI		151		21		130					619.0
Earnings on BOLI													Earnings on BOLI	718					(35)			753			(2,151.4)
Mortgage servicing income	Mortgage servicing income	299		320		(21)					(6.6)		Mortgage servicing income	297					313			(16)			(5.1)
Fair value adjustment on mortgage servicing rights	Fair value adjustment on mortgage servicing rights	(140)		268		(408)					(152.2)		Fair value adjustment on mortgage servicing rights	96					57			39			68.4
Net gain on sale of loans	Net gain on sale of loans	78		365		(287)					(78.6)		Net gain on sale of loans	110					84			26			31.0
Total noninterest income	Total noninterest income	$	969	$	1,523	$	(554)				(36.4)	%	Total noninterest income	$	1,891				$	1,015		$	876		86.3	%

The ~~decrease~~increase in noninterest income during the three months ended ~~March 31,~~June 30, 2023 compared to the same quarter in 2022 primarily was due to a ~~$287~~$753 thousand ~~decrease~~increase in earnings on BOLI, reflecting $567 thousand in earnings on death benefits paid under our BOLI policies and an increase in the cash surrender value due to recent price increases in the securities market, an insurance settlement received during the current quarter on a prior OREO property included in service charges and fee income, a $26 thousand increase in net gain on sale of loans as a result of ~~a decline~~an increase in both the amount of loans originated for sale and gross margins earned on loans sold and a ~~$408~~$39 thousand ~~decrease~~increase in the fair value adjustment on mortgage servicing rights due primarily to ~~a decrease~~an increase in ~~the servicing portfolio,~~market values, partially offset by a ~~$130~~decrease in mortgage servicing income as our servicing loan portfolio continues to pay down. Loans sold during the quarter ended June 30, 2023, totaled $6.4 million, compared to $2.9 million during the quarter ended June 30, 2022.

Noninterest income increased $318 thousand, or 12.5%, to $2.9 million for the six months ended June 30, 2023, as compared to $2.5 million for the six months ended June 30, 2022, as reflected below (dollars in thousands):


	Six Months Ended June 30,				Amount Change		Percent Change
	2023		2022
Service charges and fee income	$	1,251	$	1,146	$	105	9.2	%
Earnings on BOLI	868		(14)		882		(6,300.0)
Mortgage servicing income	596		633		(37)		(5.8)
Fair value adjustment on mortgage servicing rights	(44)		325		(369)		(113.5)
Net gain on sale of loans	187		450		(263)		(58.4)
Total noninterest income	$	2,858	$	2,540	$	318	12.5	%

The increase in noninterest income during the six months ended June 30, 2023, compared to the same period in 2022 primarily was due to a $882 thousand increase in earnings on BOLI, reflecting $567 thousand in earnings on death benefits paid under our BOLI policies and an increase in the cash surrender value ~~of BOLI, reflecting~~due to recent price increases in the securities ~~markets.~~market and a $105 thousand increase in service fees and fee income for the same reasons discussed above for the three months ended June 30, 2023. These increases were partially offset by a $369 thousand downward adjustment in the fair value of mortgage servicing rights, a $263 thousand decrease in net gain on sale of loans resulting from lower mortgage activity and a $37 thousand decline in mortgage servicing income for the same reasons discussed above for the three months ended June 30, 2023. Loans sold during the ~~quarter~~six months ended ~~March 31,~~June 30, 2023, totaled ~~$3.9~~$10.3 million, compared to ~~$12.2~~$15.1 million during the ~~quarter~~six months ended ~~March 31,~~June 30, 2022.

Noninterest Expense. Noninterest expense increased ~~$795~~$705 thousand, or ~~11.7%~~10.4%, to ~~$7.6~~$7.5 million during the three months ended ~~March 31,~~June 30, 2023, compared to $6.8 million during the three months ended ~~March 31,~~June 30, 2022, as reflected below (dollars in thousands):


		Three Months Ended March 31,				Amount Change					Percent Change			Three Months Ended June 30,								Amount Change			Percent Change
		2023		2022						2023					2022
Salaries and benefits	Salaries and benefits	$	4,485	$	4,167			$	318					7.6		%	Salaries and benefits	$	4,700		$	3,969		$	731		18.4	%
Operations	Operations	1,441		1,299		142					10.9		Operations	1,491					1,436			55			3.8
Regulatory assessments	Regulatory assessments	153		101		52					51.5		Regulatory assessments	154					99			55			55.6
Occupancy	Occupancy	459		432		27					6.3		Occupancy	435					439			(4)			(0.9)
Data processing	Data processing	993		821		172					21.0		Data processing	788					849			(61)			(7.2)
Net gain on OREO and repossessed assets													Net gain on OREO and repossessed assets	(71)					—			(71)			(100.0)
Total noninterest expense	Total noninterest expense	$	7,615	$	6,820	$	795				11.7	%	Total noninterest expense	$	7,497				$	6,792		$	705		10.4	%

The increase in noninterest expense during the three months ended ~~March 31,~~June 30, 2023 compared to the same quarter in 2022 was mainly attributable to an increase in salaries and benefits of ~~$318~~$731 thousand, ~~primarily due to~~reflecting higher wages, ~~and~~ lower deferred compensation and higher medical expense, partially offset by a decrease in incentive compensation as a result of a lower percentage earned on loans originated, changes to incentive compensation programs, such as the addition of non-production performance requirements, and lower commission expense related to a decline in mortgage originations. Operations expense increased ~~$142~~$55 thousand compared to the quarter ended ~~March 31,~~June 30, 2022 due to increases in various accounts including ~~travel expenses, debit card processing,~~loan origination costs, legal fees, audit fees, ~~fixed assets,~~ state and local taxes, charitable contributions and office expenses. Regulatory assessments rose due to our increased asset size. These increases were partially offset by ~~lower loan origination costs due to lower mortgage origination volume and~~ decreases in various accounts, including marketing, ~~legal~~travel and ~~professional fees.~~costs related to our deposit products, specifically debit card processing expenses. Data processing expense decreased as a result of the recovery of expenses written off in the first quarter of 2023, partially offset by higher expenses as a result of increased data processing costs related to contract rate increases. The net gain on OREO relates to the sale of a former OREO property that was charged off during the first quarter of 2023.

The efficiency ratio for the quarter ended ~~March 31,~~June 30, 2023 was ~~73.65%~~70.49%, compared to ~~74.61%~~72.20% for the quarter ended ~~March 31,~~June 30, 2022. The improvement in the efficiency ratio for the current quarter compared to the ~~same period in the~~ prior ~~year~~quarter is primarily due to the increase in noninterest income, largely related to the death benefits paid on BOLI, and net interest income rising at a faster rate than the increase in noninterest expense.

Noninterest expense increased $1.5 million, or 11.1%, to $15.1 million during the six months ended June 30, 2023, compared to $13.6 million during the six months ended June 30, 2022, as reflected below (dollars in thousands):


	Six Months Ended June 30,				Amount Change		Percent Change
	2023		2022
Salaries and benefits	$	9,185	$	8,137	$	1,048	12.9	%
Operations	2,933		2,720		213		7.8
Regulatory assessments	307		200		107		53.5
Occupancy	894		872		22		2.5
Data processing	1,780		1,670		110		6.6
Net loss on OREO and repossessed assets	13		—		13		(100.0)
Total noninterest expense	$	15,112	$	13,599	$	1,513	11.1	%

Salaries and ~~the~~benefits increased primarily due to higher wages and incentive compensation, hiring for strategic initiatives, higher medical expenses and lower deferred compensation, partially offset by a decrease in commission expense related to a decline in ~~noninterest income.~~loan origination activity in 2023 as compared to the same period in 2022. Operations expense increased primarily due to increases in various accounts including legal fees, audit fees, state and local taxes, charitable contributions and office expenses, partially offset by marketing costs and professional fees. Regulatory assessments increased due to our increased asset size. Data processing expense increased due to technology investments and contract rate increases.

Income Tax Expense. We incurred income tax expense of ~~$547~~$577 thousand and $1.1 million for the three and six months ended ~~March 31,~~June 30, 2023, compared to ~~$458~~$409 thousand and $867 thousand for the same ~~period~~periods in ~~2022.~~2022, respectively. The effective tax rates for the three and six months ended ~~March 31,~~June 30, 2023 were 16.63% and ~~March 31,~~18.18%, respectively. The effective tax rates for the three and six months ended June 30, 2022 were ~~20.15%~~20.22% and ~~21.00%~~20.63%, respectively.

Capital and Liquidity

The ~~Management~~Management’s Discussion and Analysis in Item 7 of the Company’s 2022 Form 10-K contains an overview of Sound Financial Bancorp’s and the Bank’s liquidity management, sources of liquidity and cash flows. Although there have been no

material changes in our liquidity management, sources of liquidity and cash flows since our 2022 Form 10-K, this discussion updates that disclosure for the ~~three~~six months ended ~~March 31,~~June 30, 2023.

Capital. Stockholders’ equity totaled ~~$98.6~~$99.9 million at ~~March 31,~~June 30, 2023 and $97.7 million at December 31, 2022. In addition to net income of ~~$2.2~~$5.1 million, other sources of capital during the ~~three~~six months ended ~~March 31,~~June 30, 2023 included ~~$247~~$303 thousand in proceeds from stock option exercises and other comprehensive income, net of tax, of ~~$83~~$23 thousand. Uses of capital during the ~~three~~six months ended ~~March 31,~~June 30, 2023 primarily included ~~$442~~$936 thousand of dividends paid on common stock and ~~$9 thousand~~$1.2 million of stock repurchases. In addition, stockholders' equity was negatively impacted by the adoption of CECL in the first quarter of 2023, which as of January 1, 2023, resulted in an after-tax decrease to opening retained earnings of $1.1 million.

We paid regular quarterly dividends of ~~$0.17~~$0.36 per common share during the ~~three~~six months ended ~~March 31,~~June 30, 2023 and regular quarterly dividends of ~~$0.17~~$0.34 per common share and a special dividend of $0.10 per common share during the ~~three~~six months ended ~~March 31,~~June 30, 2022, which equates to a dividend payout ratio of ~~20.39%~~18.50% in the first ~~quarter~~half of 2023 and ~~41.15%~~34.53% in the first ~~quarter~~half of 2022. The Company expects to continue paying quarterly cash dividends on its common stock, subject to the Board of Directors' discretion to change this practice at any time and for any reason, without prior notice. Assuming continued payment of the regular quarterly cash dividend during the remainder of 2023 at the new rate of $0.19 per share, which the Company announced in April 2023, our average total dividend paid each quarter would be approximately ~~$494~~$489 thousand based on the number of ~~our current~~ outstanding shares as of ~~March 31,~~June 30, 2023.

The dividends, if any, we may pay may be limited as more fully discussed under “Business—How We Are Regulated—Limitations on Dividends and Stock Repurchases” contained in Item 1, Part I of the Company’s 2022 Form 10-K.

Stock Repurchase Programs. From time to time, our ~~board~~Board of ~~directors~~Directors has authorized stock repurchase programs. In general, stock repurchases allow us to proactively manage our capital position and return excess capital to stockholders. Stock repurchases may also ~~provide us with shares~~offset the dilutive effects of ~~common stock necessary to satisfy obligations related to~~ stock compensation awards. As of ~~March 31,~~June 30, 2023, approximately ~~$2.1 million~~$969 thousand of our common stock remained available for repurchase under our existing stock repurchase program. Purchases under the Company’s existing stock repurchase program may be made through open market purchases, privately-negotiated transactions, or otherwise in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as well as any constraints specified in any trading plan that may be adopted in accordance with SEC Rule 10b5-1. The repurchase program may be suspended, terminated or modified at any time for any reason, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate. The Company’s stock repurchase program does not obligate the Company to purchase any particular number of shares. For additional details on our stock repurchase program, see “Unregistered Sales of Equity Securities and Use of Proceeds” contained in Part II, Item 2 of this Form 10-Q.

Liquidity. Liquidity measures the ability to meet current and future cash flow needs as they become due. The liquidity of a financial institution reflects its ability to meet loan requests, to accommodate possible outflows in deposits and to take advantage of interest rate market opportunities. The ability of a financial institution to meet its current financial obligations is a function of its balance sheet structure, its ability to liquidate assets and its access to alternative sources of funds. The objective of our liquidity management is to manage cash flow and liquidity reserves so that they are adequate to fund our operations and to meet obligations and other commitments on a timely basis and at a reasonable cost. We seek to achieve this objective and ensure that funding needs are met by maintaining an appropriate level of liquid funds through asset/liability management, which includes managing the mix and time to maturity of financial assets and financial liabilities on our balance sheet. Our liquidity position is enhanced by our ability to raise additional funds as needed in the wholesale markets.

Asset liquidity is provided by ~~liquid~~ assets ~~which~~that are readily marketable or pledgeable or ~~which~~that will mature in the near future. Liquid assets generally include cash, interest-bearing deposits in banks, securities available for sale, maturities and cash flow from securities, sales of fixed rate residential mortgage loans in the secondary market and federal funds sold. Liability liquidity generally is provided by access to funding sources, which include core deposits and advances from the FHLB and other borrowing relationships with third party financial institutions.

Our liquidity position is continuously monitored and adjustments are made to the balance between sources and uses of funds as deemed appropriate. Liquidity risk management is an important element in our asset/liability management process. We regularly model liquidity stress scenarios to assess potential liquidity outflows or funding challenges resulting from economic disruptions, volatility in the financial markets, unexpected credit events or other significant occurrences deemed problematic by management. These scenarios are incorporated into our contingency funding plan, which provides the basis for the identification of our liquidity needs.

4449

As of ~~March 31,~~June 30, 2023, we had ~~$92.4~~$110.7 million in cash and cash equivalents and available-for-sale investment securities, and ~~$1.4~~$1.7 million in loans held-for-sale. At ~~March 31,~~June 30, 2023, we had the ability to borrow ~~$197.0~~$169.3 million in FHLB advances and access to additional borrowings of ~~$22.0~~$18.4 million through the Federal Reserve's discount window, in each case subject to certain collateral requirements. We had ~~$35.0~~$60.0 million in outstanding advances ~~with~~from the FHLB and none ~~with~~from the Federal Reserve at ~~March 31,~~June 30, 2023. We also had a $20.0 million credit facility with ~~PCBB~~Pacific Coast Banker’s Bank available, with no balance outstanding at ~~March 31,~~June 30, 2023. Subject to market conditions, we expect to utilize these borrowing facilities from time to time in the future to fund loan originations and deposit withdrawals, to satisfy other financial commitments, repay maturing debt and to take advantage of investment opportunities to the extent feasible. As of ~~March 31,~~June 30, 2023, management iswas not aware of any events ~~that are~~ reasonably likely to have a material adverse effect on our liquidity, capital resources or operations. In addition, management is not aware of any regulatory recommendations regarding liquidity that would have a material adverse effect on us. For additional details, see “Note 8—Borrowings, FHLB Stock and Subordinated Notes” in the Notes to Condensed Consolidated Financial Statements contained in "Item 1. Financial Statements" of this Form 10-Q.

In the ordinary course of business, we have entered into contractual obligations and have made other commitments to make future payments. Refer to the accompanying Notes to Condensed Consolidated Financial Statements elsewhere in this report for the expected timing of such payments as of ~~March 31,~~June 30, 2023. These include payments related to (i) long-term borrowings (Note 8—Borrowings, FHLB Stock and Subordinated Notes) and (ii) operating leases (Note 11—Leases). See the discussion below for commitments to extend credit and standby letters of credit.

The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its clients. These financial instruments generally represent a commitment to extend credit in the form of loans. The instruments involve, to varying degrees, elements of credit- and interest-rate risk in excess of the amount recognized in the Condensed Consolidated Balance Sheets.

The Company's exposure to credit loss, in the event of nonperformance by the other party to the financial instrument for commitments to extend credit, is represented by the contractual notional amount of those instruments. The Company uses the same credit policies in making commitments as it does for on-balance-sheet instruments.

Commitments to extend credit are agreements to lend to a client as long as there is no violation of any condition established by the agreement. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Because many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. These commitments are not reflected in the condensed consolidated financial statements. The Company evaluates each client's creditworthiness on a case-by-case basis. The amount of collateral obtained, if it is deemed necessary by the Company, is based on management's credit evaluation of the client.

~~Financial instruments whose~~At June 30, 2023 and December 31, 2022, financial instrument contract ~~amount represents~~amounts representing credit risk were as ~~follow~~follows (in thousands):


		March 31, 2023		December 31, 2022			June 30, 2023		December 31, 2022
Residential mortgage commitments	Residential mortgage commitments	$	8,693	$	3,184	Residential mortgage commitments	$	6,502	$	3,184
Unfunded construction commitments	Unfunded construction commitments	50,089		65,072		Unfunded construction commitments	44,437		65,072
Unused lines of credit	Unused lines of credit	28,828		32,793		Unused lines of credit	27,498		32,793
Irrevocable letters of credit	Irrevocable letters of credit	255		275		Irrevocable letters of credit	265		275
Total loan commitments	Total loan commitments	$	87,864	$	101,324	Total loan commitments	$	78,702	$	101,324

Sound Financial Bancorp is a separate legal entity from Sound Community Bank and must provide for its own liquidity. In addition to its own operating expenses (many of which are paid to Sound Community Bank), Sound Financial Bancorp is responsible for paying for any stock repurchases, dividends declared to its stockholders, interest and principal on its outstanding debt, and other general corporate expenses.

Sound Financial Bancorp is a holding company and does not conduct operations; its sources of liquidity are generally dividends up-streamed from Sound Community Bank, interest on investment securities, if any, and borrowings from outside sources. Banking regulations may limit the dividends that may be paid to Sound Financial Bancorp by Sound Community Bank. See “Business — How We Are Regulated — Limitations on Dividends and Stock Repurchases” contained in Item 1, Part I of the Company’s 2022 Form 10-K. At ~~March 31,~~June 30, 2023 Sound Financial Bancorp, on an unconsolidated basis, had ~~$2.2 million~~$603 thousand in cash, noninterest-bearing deposits and liquid investments generally available for its cash needs.

See also the “Condensed Consolidated Statements of Cash Flows” included in “Item 1. Financial Statements and Supplementary Data” of this Form 10-Q, for further information.

4550

Regulatory Capital

Consistent with our goal to operate a sound and profitable financial organization, we actively seek to maintain a well-capitalized status for the Bank per the regulatory framework for prompt corrective action (“PCA”). Qualifying institutions that elect to use the Community Bank Leverage Ratio, or CBLR, framework, such as the Bank and the Company, that maintain the required minimum leverage ratio will be considered to have satisfied the generally applicable risk-based and leverage capital requirements in the regulatory agencies' capital rules, and to have met the capital requirements for the well capitalized category under the agencies’ PCA framework. As of ~~March 31,~~June 30, 2023, the Bank and Company’s CBLR was ~~10.94%~~11.31% and ~~9.93%~~10.11%, respectively, which exceeded the minimum requirement of 9%.

In February 2019, the U.S. federal bank regulatory agencies approved a final rule modifying their regulatory capital rules and providing an option to phase-in over a three-year period the Day 1 adverse regulatory capital effects of the CECL accounting standard. The capital relief is phased into regulatory capital at 25% per year over a three-year transition period. The final rule was adopted and became effective in September 2020. The Company implemented the CECL model commencing January 1, 2023 and elected to phase in the full effect of CECL on regulatory capital over the three-year transition period.

See "Part I, Item 1. Business – Regulation of Sound Community Bank – Capital Rules " in the Company's 2022 Form 10-K for additional information related to regulatory capital.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company provided information about market risk in Item 7A of its 2022 Form 10-K. There have been no material changes in our market risk since our 2022 Form 10-K.

Item 4. Controls and Procedures

(a)Evaluation of Disclosure Controls and Procedures.

An evaluation of the Company’s disclosure controls and procedures (as defined in Rule 13a -15(e) under the Securities Exchange Act of 1934 (the “Act”), as of ~~March 31,~~June 30, 2023, was carried out under the supervision and with the participation of the Company’s principal executive officer and principal financial officer, and several other members of the Company’s senior management. The Company’s principal executive officer and principal financial officer concluded that, as of ~~March 31,~~June 30, 2023, the Company’s disclosure controls and procedures were effective in ensuring that the information required to be disclosed by the Company in the reports it files or submits under the Act is: (i) accumulated and communicated to the Company’s management (including the Company’s principal executive officer and principal financial officer) in a timely manner, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

We intend to continually review and evaluate the design and effectiveness of the Company’s disclosure controls and procedures and to improve the Company’s controls and procedures over time and to correct any deficiencies that we may discover in the future. The goal is to ensure that senior management has timely access to all material financial and non-financial information concerning the Company’s business. While we believe the present design of the disclosure controls and procedures is effective to achieve this goal, future events affecting our business may cause the Company to modify its disclosure controls and procedures.

The Company does not expect that its disclosure controls and procedures will prevent all error and all fraud. A control procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control procedure are met. Because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any control procedure is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies and procedures may deteriorate. Because of the inherent limitations in a cost-effective control procedure, misstatements due to error or fraud may occur and not be detected.

(b)Changes in Internal Control over Financial Reporting.

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Act) that occurred during the three months ended ~~March 31,~~June 30, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

4651

PART II OTHER INFORMATION

Item 1 Legal Proceedings

In the normal course of business, the Company occasionally becomes involved in various legal proceedings. Any liability from such currently pending proceedings is not expected to have a material adverse effect on the business or financial condition of the Company.

Item 1A Risk Factors

There have been no material changes in the Risk Factors previously disclosed in Item 1A of our 2022 Form 10-K.

Item 2 Unregistered Sales of Equity Securities and ~~use~~Use of Proceeds

(a) Not applicable.

(b)Not applicable.

(c)The following table sets forth information with respect to our repurchases of our outstanding common shares during the three months ended June 30, 2023:


	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximated Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs(1)
April 1, 2023 - April 30, 2023	—	$	—	—	$	2,135,462
May 1, 2023 - May 31, 2023	26,510	$	37.35	26,510	1,145,407
June 1, 2023 - June 30, 2023	4,967	$	34.55	4,967	973,781
Total	31,477	$	36.91	31,477	$	973,781

(1)Dollar amount excludes commissions paid.

On ~~April~~July 25, ~~2022,~~2023, the Company announced that its Board of Directors approved an extension of ~~a previously announced~~the Company’s existing stock repurchase program, which was set to expire on ~~April 29, 2022,~~July 31, 2023, until ~~October 29, 2022.~~January 31, 2024. Under ~~this~~the existing stock repurchase program, the Company ~~was~~is authorized to repurchase up to ~~$2.0~~$4.0 million of its outstanding shares of common stock (of which approximately $974 thousand remained available as of June 30, 2023) from time to time in the open market, based on prevailing market prices, or in privately negotiated transactions. On July 26, 2022, the Company announced that its Board of Directors amended the program to increase the authorized repurchase amount to $4.0 million and to further extend the program maturity to January 31, 2023. On January 27, 2023, the Company announced that its Board of Directors again extended the program, scheduled to expire on January 31, 2023, to July 31, 2023. The actual timing, number and value of shares repurchased under the stock repurchase program will depend on a number of factors, including constraints specified in any trading plan that may be adopted in accordance with Rule 10b5-1 of the SEC and limitations imposed on repurchases made pursuant to Rule 10b-18 under the Securities Exchange Act of 1934, price, general business and market conditions, and alternative investment opportunities.

~~The following table sets forth information with respect to our repurchases of our outstanding common shares during the three months ended March 31, 2023:~~

Total Number of Shares Purchased(1)
Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximated Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs
January 1, 2023 - January 31, 2023 — $ — — $ 2,140,223
February 1, 2023 - February 28, 2023 4,750 $ 40.07 — 2,140,223
March 1, 2023 - March 31, 2023 204 $ 37.93 204 2,132,475
Total 4,954 $ 39.98 204 $ 2,132,475

~~________________________~~

~~(1)~~ Includes the surrender of shares of Company common stock that the participants already own as payment of the exercise price for stock options. Shares surrendered by participants in the equity incentive plans are repurchased pursuant to the terms of the plan and applicable award agreement and not pursuant to publicly announced share repurchase programs.

Item 3 Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

4752

Item 6. Exhibits


Exhibits:
3.1			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))
3.2			Amended and Restated Bylaws of Sound Financial Bancorp, Inc. (incorporated herein by reference to the Current Report on Form 8-K filed with the SEC on October 26, 2021 (File No. 001-35633))
4.1			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))
4.3			Forms of 5.25% Fixed-to-Floating Rate Subordinated Note due October 1, 2030 (included as Exhibit A to the Subordinate Note Purchase Agreement included in Exhibit 10.16) (incorporated herein by reference to the Current Report on Form 8-K filed with the SEC on September 21, 2020 (File No. 001-35633)).
10.1+			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))
10.2+			Amended and Restated Supplemental Executive Retirement Agreement dated July 11, 2022, 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 July 14, 2022 (File No. 001-35633))
10.3+			Amended and Restated Long Term Compensation Agreement dated November 23, 2015, 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))
10.4+			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))
10.5+			2008 Equity Incentive Plan (incorporated herein by reference to the Annual Report on Form 10-K filed with the SEC on March 31, 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))
10.7+			Summary of Annual Bonus Plan (incorporated herein by reference to the Current Report on Form 8-K filed with the SEC on February 3, 2020 (File No. 000-35633))
10.8+			2013 Equity Incentive Plan (included as Exhibit 10.13 to the Registrant's Quarterly Report on Form 10-Q/A for the quarter ended September 30, 2013 and incorporated herein by reference (File No. 001-35633))
10.9+			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/A for the quarter ended September 30, 2013 and incorporated herein by reference (File No. 001-35633))
10.10+			Form of Adoption Agreement for the Sound Community Bank Nonqualified Deferred Compensation Plan (incorporated herein by reference to the Annual Report on Form 10-K filed with the SEC on March 30, 2021 (File No. (001-35633))
10.11+			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))
10.12+			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))
10.13+			Credit Union of the Pacific Incentive Compensation Achievement Plan, dated January 1, 1994 (incorporated herein by reference to the Annual Report on Form 10-K filed with the SEC on March 14, 2019 (File No. (001-35633))
10.14+			Form of Subordinated Note Purchase Agreement, dated September 18, 2020, by and among Sound Financial Bancorp, Inc. and the Purchasers (incorporated herein by reference to the Current Report on Form 8-K filed with the SEC on September 21, 2020 (File No. 001-35633)).
10.15+			Change in Control Agreement dated August 25, 2021 by and among Sound Financial Bancorp, Inc., Sound Community Bank and Wes Ochs (incorporated herein by reference to the Current Report on Form 8-K filed with the SEC on August 31, 2021 (File No. 001-35633)).
31.1			Rule 13(a)-14(a) Certification (Chief Executive Officer)
31.2			Rule 13(a)-14(a) Certification (Chief Financial Officer)
32			Section 1350 Certification
101			The following financial statements from the Sound Financial Bancorp, Inc. Quarterly Report on Form 10-Q for the three months ended ~~March 31,~~June 30, 2023, formatted in Extensive Business Reporting Language (XBRL): (i) condensed consolidated balance sheets, (ii) condensed consolidated statements of income, (iii) condensed consolidated statements of comprehensive income, (iv) condensed consolidated statements of equity (v) condensed consolidated statements of cash flows and (vi) the notes to condensed consolidated financial statements
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

+ Indicates management contract or compensatory plan or arrangement.

4853

SIGNATURES

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


Sound Financial Bancorp, Inc.

Date: ~~May 12,~~August 11, 2023	By:	/s/ Laura Lee Stewart
		Laura Lee Stewart
		President/Chief Executive Officer
		(Principal Executive Officer)

	By:	/s/ Wes Ochs
		Wes Ochs
		Executive Vice President/Chief Strategy Officer and Chief Financial Officer
		(Principal Financial Officer)

4954



	Three Months Ended March 31, 2022
	Beginning Allowance		Charge-offs		Recoveries		Provision (Recapture)		Ending Allowance
One-to-four family	$	1,402	$	—	$	—	$	72	$	1,474
Home equity	93		—		2		1		96
Commercial and multifamily	2,340		—		—		(113)		2,227
Construction and land	650		—		—		48		698
Manufactured homes	475		—		—		(27)		448
Floating homes	372		—		—		4		376
Other consumer	310		(26)		5		44		333
Commercial business	269		(6)		1		(26)		238
Unallocated	395		—		—		122		517
Total	$	6,306	$	(32)	$	8	$	125	$	6,407


	Total Number of Shares Purchased(1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximated Dollar Value of Shares That May Yet be Purchased Under the Plans or Programs
January 1, 2023 - January 31, 2023	—	$	—	—	$	2,140,223
February 1, 2023 - February 28, 2023	4,750	$	40.07	—	2,140,223
March 1, 2023 - March 31, 2023	204	$	37.93	204	2,132,475
Total	4,954	$	39.98	204	$	2,132,475