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Sound Financial Bancorp, Inc. - Quarter Report: 2013 June (Form 10-Q)

sfbc10q063013.htm
 
 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 10-Q

[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2013
 
OR
[  ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from       to  

COMMISSION FILE NUMBER 001-35633

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.)
     
2005 5th Avenue, Suite 200, 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)

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

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

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

Large accelerated filer [  ]
Accelerated filer [  ]
Non-accelerated filer [  ]
Smaller reporting Company [X]
   
(Do not check if smaller reporting company)
 

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  YES [   ]    NO [X]


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

As of August 12, 2013, there were 2,586,810 shares of the registrant’s common stock outstanding.


 
 

 

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 June 30, 2013 (unaudited) and December 31, 2012
 
3
Condensed Consolidated Statements of Income for the Three and Six Month Periods Ended June 30, 2013 and 2012 (unaudited)
 
4
Condensed Consolidated Statements of Comprehensive Income for the Three and Six Month Periods Ended June 30, 2013 and 2012 (unaudited)
 
5
Condensed Consolidated Statement of Stockholders’ Equity for the Six Months Ended June 30, 2013 and 2012 (unaudited)
 
6
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2013 and 2012 (unaudited)
 
7
Selected Notes to Condensed Consolidated Financial Statements
 
8
Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations
 
29
Item 3.    Quantitative and Qualitative Disclosures About Market Risk
 
39
Item 4.    Controls and Procedures
 
39
PART II OTHER INFORMATION
 
 
Item 1. Legal Proceedings
 
40
Item 1A Risk Factors
 
40
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 
40
Item 3. Defaults Upon Senior Securities
 
40
Item 4.   Mine Safety Disclosures
 
40
Item 5. Other Information
 
40
Item 6. Exhibits
 
41
SIGNATURES
 
 
EXHIBITS
 


 
 

 

SOUND FINANCIAL BANCORP, INC. AND SUBSIDIARY
Condensed Consolidated Balance Sheets (Unaudited)
(In thousands, except share amounts)


   
June 30, 2013
   
December 31, 2012
 
ASSETS
           
Cash and cash equivalents
  $ 11,760     $ 12,727  
Available-for-sale securities, at fair value
    16,965       22,900  
Loans held for sale
    2,078       1,725  
Loans
    358,659       326,744  
Allowance for loan losses
    (4,129 )     (4,248 )
Total Loans, net
    354,530       322,496  
Accrued interest receivable
    1,333       1,280  
Bank-owned life insurance (“BOLI”), net
    10,872       7,220  
Other real estate owned (“OREO”) and repossessed assets, net
    1,190       2,503  
Mortgage servicing rights, at fair value
    2,670       2,306  
Federal Home Loan Bank (“FHLB”) stock, at cost
    2,357       2,401  
Premises and equipment, net
    2,233       2,256  
Other assets
    3,577       3,230  
Total assets
  $ 409,565     $ 381,044  
LIABILITIES
               
Deposits
               
Interest-bearing
  $ 285,544     $ 276,849  
Noninterest-bearing demand
    33,970       35,234  
Total deposits
    319,514       312,083  
Accrued interest payable
    72       83  
Other liabilities
    3,663       3,226  
Advance payments from borrowers for taxes and insurance
    277       331  
Borrowings
    40,542       21,864  
Total liabilities
    364,068       337,587  
COMMITMENTS AND CONTINGENCIES (NOTE 8)
               
STOCKHOLDERS' EQUITY
               
Preferred stock, $0.01 par value, 1,000,000 shares authorized, none issued or outstanding
    -       -  
Common stock, $0.01 par value, 40,000,000 shares authorized, 2,586,810 and 2,587,544 shares issued and outstanding as of June 30, 2013 and December 31, 2012, respectively
    26       26  
Additional paid-in capital
    24,873       24,789  
Unearned shares - Employee Stock Ownership Plan (“ESOP”)
    (1,598 )     (1,598 )
Retained earnings
    22,546       20,736  
Accumulated other comprehensive loss, net of tax
    (350 )     (496 )
Total stockholders’ equity
    45,497       43,457  
Total liabilities and stockholders’ equity
  $ 409,565     $ 381,044  
See notes to condensed consolidated financial statements

 
3

 
SOUND FINANCIAL BANCORP, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Income (unaudited)
(In thousands, except share and per share amounts)


   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2013
   
2012
   
2013
   
2012
 
INTEREST INCOME
                       
Loans, including fees
  $ 4,838     $ 4,514     $ 9,342     $ 9,022  
Interest and dividends on investments, cash and cash equivalents
    48       84       180       139  
Total interest income
    4,886       4,598       9,522       9,161  
INTEREST EXPENSE
                               
Deposits
    498       531       999       1,076  
Borrowings
    46       57       114       112  
Total interest expense
    544       588       1,113       1,188  
Net interest income
    4,342       4,010       8,409       7,973  
PROVISION FOR LOAN LOSSES
    450       1,100       700       2,600  
Net interest income after provision for loan losses
    3,892       2,910       7,709       5,373  
NONINTEREST INCOME
                               
Service charges and fee income
    551       513       1,150       1,064  
Earnings on cash surrender value of bank-owned life insurance
    74       52       152       118  
Mortgage servicing income
    184       21       311       199  
Fair value adjustment on mortgage servicing rights
    250       (76 )     385       308  
Other-than-temporary impairment losses on securities
    (11 )     (32 )     (30 )     (124 )
Net gain on sale of loans
    310       308       756       559  
Total noninterest income
    1,358       786       2,724       2,124  
NONINTEREST EXPENSE
                               
Salaries and benefits
    1,705       1,423       3,392       2,705  
Operations
    991       728       1,958       1,310  
Regulatory assessments
    82       99       182       221  
Occupancy
    309       294       608       604  
Data processing
    318       262       606       505  
Net loss on OREO and repossessed assets
    164       22       838       492  
Total noninterest expense
    3,569       2,828       7,584       5,837  
Income before provision for income taxes
    1,681       868       2,849       1,660  
Provision for income taxes
    539       275       910       520  
Net income
  $ 1,142     $ 593     $ 1,939     $ 1,139  
                                 
Earnings per common share:
                               
Basic
  $ 0.44     $ 0.22     $ 0.75     $ 0.44  
Diluted
  $ 0.43     $ 0.22     $ 0.74     $ 0.43  
Weighted average number of common shares outstanding:
                               
Basic
    2,586,810       2,587,760       2,586,940       2,584,696  
Diluted
    2,637,726       2,615,484       2,636,358       2,610,184  

See notes to condensed consolidated financial statements


 
4

 


SOUND FINANCIAL BANCORP, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Comprehensive Income (unaudited)
(In thousands)
 
   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2013
   
2012
   
2013
   
2012
 
Net income
  $ 1,142     $ 593     $ 1,939     $ 1,139  
Available for sale securities:
                               
Unrealized gains (losses) arising during the period, net of taxes of $48, $(17), $65 and $22, respectively
    94       (33 )     126       42  
Reclassification adjustments for other-than-temporary impairment, net of taxes of $4, $11, $10 and $42, respectively
    7       21       20       82  
Other comprehensive income (loss), net of tax
    101       (12 )     146       124  
Comprehensive income
  $ 1,243     $ 581     $ 2,085     $ 1,263  
 
See notes to condensed consolidated financial statements

 
5

 

SOUND FINANCIAL BANCORP, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Stockholders’ Equity
For the Six Months Ended June 30, 2013 and 2012 (unaudited)
(In thousands, except number of shares)



   
Shares
   
Common
Stock
   
Additional
Paid-in Capital
   
Unearned
ESOP Shares
   
Retained
Earnings
   
Accumulated Other Comprehensive Loss, net of tax
   
Total 
Stockholders’ Equity
 
Balances at December 31, 2011
    2,949,045     $ 30     $ 11,939     $ (693 )   $ 18,096     $ (659 )   $ 28,713  
Net income
                                    1,139               1,139  
Other comprehensive income, net of tax
                                            124       124  
Restricted stock awards
    11,000                                               -  
Share-based compensation
                    66                               66  
Balances at June 30, 2012
    2,960,045     $ 30     $ 12,005     $ (693 )   $ 19,235     $ (535 )   $ 30,042  


   
Shares
   
Common
Stock
   
Additional
Paid-in Capital
   
Unearned
ESOP Shares
   
Retained
Earnings
   
Accumulated Other Comprehensive Loss, net of tax
   
Total 
Stockholders’ Equity
 
Balances at December 31, 2012
    2,587,544     $ 26     $ 24,789     $ (1,598 )   $ 20,736     $ (496 )   $ 43,457  
Net income
                                    1,939               1,939  
Other comprehensive income, net of tax
                                            146       146  
Share-based compensation
                    84                               84  
Restricted stock forfeited and retired
    (734 )                                                
Cash dividends on common stock ($0.05 per share)
                                    (129 )             (129 )
Balances at June 30, 2013
    2,586,810     $ 26     $ 24,873     $ (1,598 )   $ 22,546     $ (350 )   $ 45,497  

See notes to condensed consolidated financial statements

 
6

 

 SOUND FINANCIAL BANCORP, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Cash Flows (unaudited)
(In thousands)
   
Six Months Ended
June 30,
 
   
2013
   
2012
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net income
  $ 1,939     $ 1,139  
Adjustments to reconcile net income to net cash from operating activities
               
Accretion of net premium on investments
    279       (9 )
Other-than-temporary impairment losses on securities
    30       124  
Provision for loan losses
    700       2,600  
Depreciation and amortization
    223       180  
Compensation expense related to stock options and restricted stock
    84       66  
Fair value adjustment on mortgage servicing rights
    (385 )     (308 )
Additions to mortgage servicing rights
    (495 )     (328 )
Amortization of mortgage servicing rights
    516       515  
Increase in cash surrender value of BOLI
    (152 )     (118 )
Gain on sale of loans
    (756 )     (559 )
Proceeds from sale of loans
    74,937       33,046  
Originations of loans held for sale
    (74,534 )     (31,733 )
Loss on sale of OREO and repossessed assets
    776       169  
Change in operating assets and liabilities
               
Accrued interest receivable
    (53 )     -  
Other assets
    (422 )     (1,331 )
Accrued interest payable
    (11 )     (6 )
Other liabilities
    437       629  
Net cash from operating activities
    3,113       4,076  
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Proceeds from principal payments, maturities and sales of available for sale securities
    5,847       263  
FHLB stock redeemed
    44       -  
Purchase of available for sale securities
    -       (6,231 )
Net increase in loans
    (33,999 )     (10,583 )
Improvements to OREO and other repossessed assets
    (33 )     (358 )
Proceeds from sale of OREO and other repossessed assets
    1,835       1,850  
Purchases of premises and equipment, net
    (200 )     (28 )
Purchases of BOLI
    (3,500 )     -  
Net cash used by investing activities
    (30,006 )     (15,087 )
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Net increase in deposits
    7,431       13,732  
Proceeds from borrowings
    160,000       -  
Repayment of borrowings
    (141,322 )     (321 )
Dividends paid on common stock
    (129 )     -  
Net change in advances from borrowers for taxes and insurance
    (54 )     (31 )
Net cash from financing activities
    25,926       13,380  
Net increase in cash and cash equivalents
    (967 )     2,369  
Cash and cash equivalents, beginning of period
    12,727       17,031  
Cash and cash equivalents, end of period
  $ 11,760     $ 19,400  
SUPPLEMENTAL CASH FLOW INFORMATION:
               
Cash paid for income taxes
  $ 730     $ 75  
Interest paid on deposits and borrowings
  $ 1,124     $ 1,194  
Noncash net transfer from loans to OREO and repossessed assets
  $ 1,265     $ 1,679  

See notes to condensed consolidated financial statements

 
7

 

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. (“we,” “us,” “our,” “Sound Financial Bancorp,” or the “Company”) and its wholly owned subsidiary, Sound Community Bank (the “Bank”).  These unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“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 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, 2012, as filed with the SEC on March 31, 2013 (“2012 Form 10-K”).  The results for the interim periods are not necessarily indicative of results for a full year.  For further information, refer to the consolidated financial statements and footnotes for the year ended December 31, 2012, included in the 2012 Form 10-K.

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

On August 22, 2012, the Company completed its conversion from the mutual holding company structure and related public stock offering, so that it is now a stock holding company that is wholly owned by public shareholders.  Please see Note 2 – Conversion and Stock Issuance for more information.

Note 2 – Conversion and Stock Issuance

The Company, a Maryland corporation, was organized by Sound Community MHC, Sound Financial, Inc. and Sound Community Bank to facilitate the “second-step” conversion of Sound Community Bank from the mutual holding company structure to the stock holding company structure (the “Conversion”).  Upon consummation of the Conversion, which occurred on August 22, 2012, the Company became the holding company for Sound Community Bank and now owns all of the issued and outstanding shares of Sound Community Bank’s common stock.

In connection with the Conversion, the Company sold a total of 1,417,500 shares of common stock in offering to certain depositors of Sound Community Bank and others, including 113,400 shares to the Sound Community Bank employee stock ownership plan (“ESOP”).  All shares were sold at a purchase price of $10.00 per share.  Proceeds from the offering, net of $1.5 million in expenses, totaled $12.7 million.  The Company used $1.1 million of the proceeds to fund the ESOP and made a $7.5 million capital contribution to the Bank.  In addition, concurrent with the offering, shares of Sound Financial, Inc. common stock owned by public stockholders were exchanged for 0.87423 shares of the Company’s common stock, with cash being paid in lieu of issuing any fractional shares.  As a result of the offering, exchange and cash in lieu of fractional shares, the Company had 2,587,544 shares outstanding as of June 30, 2013.

All share and per share information in this report for periods prior to the Conversion has been revised to reflect the 0.87423 Conversion exchange ratio.


Note 3 – Accounting Pronouncements Recently Issued or Adopted

In January 2013, the FASB issued ASU No. 2013-01, Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. This update clarifies that ASU No. 2011-11 applies only to derivatives, including bifurcated embedded derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions that are either offset or subject to an enforceable master netting arrangement or similar agreement.  Entities with other types of financial assets and financial liabilities subject to a master netting arrangement or similar agreement are no longer subject to the disclosure requirements in ASU No. 2011-11.  The amendments were effective for annual and interim reporting periods beginning on or after January 1, 2013.  The adoption of ASU No. 2013-01 did not have a material impact on the Company's consolidated financial statements. 


 
8

 
 
SOUND FINANCIAL BANCORP, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (unaudited)


In February 2013, the FASB issued ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.  This update requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component and to present either on the face of the statement where net income is presented, or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income, but only if the amount reclassified is required to be reclassified to net income in its entirety in the same reporting period. The amendments were effective for annual and interim reporting periods beginning on or after December 15, 2012.  The adoption of this update did not have a material impact on the Company's consolidated financial statements.

In July 2013, the FASB issued ASU No. 2013-10, Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes.  This update permits the use of the Fed Funds Effective Swap Rate (OIS) to be used as a U.S. benchmark interest rate for hedge account purposes.  The amendment is effective prospectively for qualifying new or redesignated hedging relationships entered into on or after July 17, 2013. The adoption of this update is not expected to have a material impact on the Company's consolidated financial statements.

In July 2013, the FASB issued ASU No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.  This update requires an entity to present an unrecognized tax benefit, or a portion of an unrecognized tax benefit, as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except to the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets.  No new recurring disclosures are required.  The amendments are effective for annual and interim reporting periods beginning on or after December 15, 2013 and are to be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. The adoption of this update is not expected to have a material impact on the Company's consolidated financial statements.

 
9

 

SOUND FINANCIAL BANCORP, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (unaudited)
 
Note 4 – Investments
 
The amortized cost and fair value of our available-for-sale securities (“AFS”) and the corresponding amounts of gross unrealized gains and losses at the dates indicated were as follows:The amortized cost and fair value of mortgage-backed securities by contractual maturity, at June 30, 2013, are shown below.  Expected maturities of mortgage-backed securities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
 
 
Amortized
Cost
 
Gross Unrealized
 
Estimated
Fair
Value
Gains
 
Losses 1 Year
Or Less
 
Losses Greater
Than 1 Year
 
June 30, 2013
 
(in thousands)
 
Agency mortgage-backed securities
  $ 14,580     $ 11     $ (300 )   $ -     $ 14,290  
Non-agency mortgage-backed securities
    2,916       132       -     $ (373 )     2,675  
Total
  $ 17,496     $ 143     $ (300 )   $ (373 )   $ 16,965  

December 31, 2012
     
Agency mortgage-backed securities
  $ 20,378     $ 27     $ (278 )   $ -     $ 20,127  
Non-agency mortgage-backed securities
    3,273       19       -       (519 )     2,773  
Total
  $ 23,651     $ 46     $ (278 )   $ (519 )   $ 22,900  


   
At June 30, 2013
 
   
Amortized
 Cost
   
Fair
Value
 
   
(In thousands)
 
Due after ten years
  $ 17,496     $ 16,965  

Securities with an amortized cost of $7.2 million and fair value of $7.1 million at June 30, 2013 were pledged to secure Washington State Public Funds.  Additionally, the Company has letters of credit with a notional amount of $20.0 million to secure public deposits.

There were no sales of available for sale securities during the three and six months ended June 30, 2013 and 2012.

 
10

 

SOUND FINANCIAL BANCORP, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (unaudited)
 
 
The following table summarizes at the dates indicated the aggregate fair value and gross unrealized loss by length of time of those investments that have been continuously in an unrealized loss position:
 
   
June 30, 2013
 
   
Less Than 12 Months
   
12 Months or Longer
   
Total
 
   
Fair
Value
   
Unrealized
Loss
   
Fair
Value
   
Unrealized
Loss
   
Fair
Value
   
Unrealized
Loss
 
   
(in thousands)
 
Agency mortgage-backed securities
  $ 13,792     $ (300 )   $ -     $ -     $ 13,792     $ (300 )
Non-agency mortgage-backed securities
    -       -       680       (373 )     680       (373 )
   Total
  $ 13,792     $ (300 )   $ 680     $ (373 )   $ 14,472     $ (673 )

   
December 31, 2012
 
   
Less Than 12 Months
   
12 Months or Longer
   
Total
 
   
Fair
Value
 
Unrealized
 Loss
   
Fair
Value
   
Unrealized
Loss
   
Fair
Value
   
Unrealized
 Loss
 
   
(in thousands)
 
Agency mortgage-backed securities
  $ 17,685     $ (278 )   $ -     $ -     $ 17,685     $ (278 )
Non-agency mortgage-backed securities
    -       -       2,137       (519 )     2,137       (519 )
   Total
  $ 17,685     $ (278 )   $ 2,137     $ (519 )   $ 19,822     $ (797 )

The following table presents the cumulative roll forward of credit losses recognized in earnings during the six months ended June 30, 2013 and 2012 relating to the Company’s non-U.S. agency mortgage backed securities:

   
Three months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2013
   
2012
   
2013
   
2012
 
   
(in thousands)
 
Estimated credit losses, beginning balance
  $ 439     $ 347     $ 420     $ 255  
Additions for credit losses not previously recognized
    11       32       30       124  
Reduction for increases in cash flows
    -       -       -       -  
Reduction for realized losses
    -       -       -       -  
Estimated credit losses, ending balance
  $ 450     $ 379     $ 450     $ 379  

All of the agency mortgage-backed securities in an unrealized loss position at June 30, 2013 are issued or guaranteed by governmental agencies.  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. Because the decline in fair value is attributable to changes in interest rates or widening market spreads and not credit quality, and because the Bank does not intend to sell the securities in this class and it is not likely that the Bank will be required to sell these securities before recovery of their amortized cost basis, which may include holding each security until contractual maturity, the unrealized losses on these investments are not considered other-than-temporarily impaired.

 
11

 


SOUND FINANCIAL BANCORP, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (unaudited)


As of June 30, 2013, our securities portfolio consisted of 17 U.S. agency and five non-U.S. agency mortgage backed securities with a fair value of $17.0 million.  Two of the five non-U.S. agency securities and 14 of the 17 U.S. agency securities were in an unrealized loss position.  The unrealized losses were caused by changes in interest rates and market illiquidity causing a decline in the fair value subsequent to the purchase.  The contractual terms of these investments do not permit the issuer to settle the securities at a price less than par.  While management does not intend to sell the non-agency mortgage backed securities, and it is unlikely that the Company will be required to sell these securities before recovery of its amortized cost basis, management’s impairment evaluation indicates that certain securities possess qualitative and quantitative factors that suggest an other-than-temporary impairment (“OTTI”).  These factors include, but are not limited to: the length of time and extent of the fair value declines, ratings agency down grades, the potential for an increased level of actual defaults, and the extension in duration of the securities.  In addition to the qualitative factors, management’s evaluation includes an assessment of quantitative evidence that involves the use of cash flow modeling and present value calculations as determined by considering the applicable OTTI accounting guidance.  The Company compares the present value of the current estimated cash flows to the present value of the previously estimated cash flows.  Accordingly, if the present value of the current estimated cash flows is less than the present value of the previous period’s present value, an adverse change is considered to exist and the security is considered OTTI.  The associated “credit loss” is the amount by which the security’s amortized cost exceeds the present value of the current estimated cash flows.  Based upon the results of the cash flow modeling, one security reflected OTTI of $30,000 during the six months ended June 30, 2013.  Estimating the expected cash flows and determining the present values of the cash flows involves the use of a variety of assumptions and complex modeling.  In developing its assumptions, the Company considers all available information relevant to the collectability of the applicable security, including information about past events, current conditions, and reasonable and supportable forecasts.  Furthermore, the Company asserts that the cash flows used in the determination of OTTI are its “best estimate” of cash flows.


Note 5 – Loans

The composition of the loan portfolio at the dates indicated, including loans held for sale, was as follows:
 
   
At
June 30,
 2013
   
At
December 31,
2012
 
Real estate loans:
 
(in thousands)
 
One- to four- family
  $ 103,484     $ 95,784  
Home equity
    35,055       35,364  
Commercial and multifamily
    149,157       133,620  
Construction and land
    38,409       25,458  
Total real estate loans
    326,105       290,226  
Consumer loans:
               
Manufactured homes
    14,682       16,232  
Other consumer
    9,265       8,650  
Total consumer loans
    23,947       24,882  
Commercial business loans
    11,802       14,193  
Total loans
    361,854       329,301  
Deferred fees
    (1,117 )     (832 )
Loans held for sale
    (2,078 )     (1,725 )
Total loans, gross
    358,659       326,744  
Allowance for loan losses
    (4,129 )     (4,248 )
Total loans, net
  $ 354,530     $ 322,496  

 
12

 

SOUND FINANCIAL BANCORP, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (unaudited)


The following table presents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method as of June 30, 2013:

   
One-to- four
 family
   
Home
equity
   
Commercial
and multifamily
   
Construction
and land
   
Manufactured
homes
   
Other
consumer
   
Commercial
 business
   
Unallocated
   
Total
 
   
(In thousands)
 
Allowance for loan losses:
 
Individually evaluated for impairment
  $ 315     $ 160     $ -     $ 18     $ 122     $ 8     $ 1     $ -     $ 624  
Collectively evaluated for impairment
    1,233       730       583       429       145       146       96       143       3,505  
Ending balance
  $ 1,548     $ 890     $ 583     $ 447     $ 267     $ 154     $ 97     $ 143     $ 4,129  
Loans receivable:
 
Individually evaluated for impairment
  $ 4,945     $ 1,802     $ 2,814     $ 741     $ 638     $ 55     $ 162     $ -     $ 11,157  
Collectively evaluated for impairment
    98,539       33,253       146,343       37,668       14,044       9,210       11,640       -       350,697  
Ending balance
  $ 103,484     $ 35,055     $ 149,157     $ 38,409     $ 14,682     $ 9,265     $ 11,802     $ -     $ 361,854  

 
The following table presents the balance in the allowance for loan losses and the recorded investment in loans by portfolio segment and based on impairment method as of December 31, 2012:
 
   
One-to- four
family
   
Home
 equity
   
Commercial
and multifamily
   
Construction
and land
   
Manufactured
 homes
   
Other
consumer
   
Commercial
business
   
Unallocated
   
Total
 
   
(In thousands)
 
Allowance for loan losses:
 
Individually evaluated for impairment
  $ 392     $ 247     $ 70     $ 25     $ 117     $ 22     $ 145     $ -     $ 1,018  
Collectively evaluated for impairment
    1,025       750       422       192       143       124       73       501       3,230  
Ending balance
  $ 1,417     $ 997     $ 492     $ 217     $ 260     $ 146     $ 218     $ 501     $ 4,248  
Loans receivable:
 
Individually evaluated for impairment
  $ 6,016     $ 1,731     $ 2,127     $ 571     $ 654     $ 55     $ 839     $ -     $ 11,993  
Collectively evaluated for impairment
    89,768       33,633       131,493       24,887       15,578       8,595       13,354       -       317,308  
Ending balance
  $ 95,784     $ 35,364     $ 133,620     $ 25,458     $ 16,232     $ 8,650     $ 14,193     $ -     $ 329,301  


 
13

 

SOUND FINANCIAL BANCORP, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (unaudited)


The following table summarizes the activity in loan losses for the three months ended June 30, 2013:
 
   
Beginning
Allowance
   
Charge-offs
   
Recoveries
   
Provision
   
Ending
Allowance
 
   
(in thousands)
 
One-to-four family
  $ 1,299     $ (257 )   $ -     $ 506     $ 1,548  
Home equity
    1,003       (74 )     4       (43 )     890  
Commercial and multifamily
    527       -       2       54       583  
Construction and land
    287       -       -       160       447  
Manufactured homes
    217       (30 )     -       80       267  
Other consumer
    178       (16 )     6       (14 )     154  
Commercial business
    200       (2 )     -       (101 )     97  
Unallocated
    335       -       -       (192 )     143  
  Total   $ 4,046     $ (379 )   $ 12     $ 450     $ 4,129  

The following table summarizes the activity in loan losses for the six months ended June 30, 2013:
 
   
Beginning
Allowance
   
Charge-offs
   
Recoveries
   
Provision
   
Ending
Allowance
 
   
(in thousands)
 
One-to-four family
  $ 1,417     $ (326 )   $ -     $ 457     $ 1,548  
Home equity
    997       (221 )     6       108       890  
Commercial and multifamily
    492       (192 )     34       249       583  
Construction and land
    217       (7 )     -       237       447  
Manufactured homes
    260       (54 )     -       61       267  
Other consumer
    146       (27 )     14       21       154  
Commercial business
    218       (46 )     -       (75 )     97  
Unallocated
    501       -       -       (358 )     143  
  Total   $ 4,248     $ (873 )   $ 54     $ 700     $ 4,129  

 
The following table summarizes the activity in loan losses for the three months ended June 30, 2012:
 
   
Beginning
Allowance
   
Charge-offs
   
Recoveries
   
Provision
   
Ending
Allowance
 
   
(in thousands)
 
One-to-four family
  $ 1,582     $ (650 )   $ 4     $ 740     $ 1,676  
Home equity
    1,410       (20 )     130       (308 )     1,212  
Commercial and multifamily
    508       (503 )     83       559       647  
Construction and land
    66       (4 )     -       119       181  
Manufactured homes
    377       (32 )     -       (9 )     336  
Other consumer
    142       (27 )     9       49       173  
Commercial business
    234       (1 )     10       (28 )     215  
Unallocated
    31       -       -       (22 )     9  
  Total   $ 4,350     $ (1,237 )   $ 236     $ 1,100     $ 4,449  

The following table summarizes the activity in loan losses for the six months ended June 30, 2012:
 
   
Beginning
Allowance
   
Charge-offs
   
Recoveries
   
Provision
   
Ending
Allowance
 
   
(in thousands)
 
One-to-four family
  $ 1,117     $ (1,399 )   $ 4     $ 1,954     $ 1,676  
Home equity
    1,426       (735 )     132       389       1,212  
Commercial and multifamily
    969       (503 )     83       98       647  
Construction and land
    105       (41 )     -       117       181  
Manufactured homes
    290       (60 )     -       106       336  
Other consumer
    213       (106 )     16       50       173  
Commercial business
    254       (7 )     10       (42 )     215  
Unallocated
    81       -       -       (72 )     9  
  Total   $ 4,455     $ (2,851 )   $ 245     $ 2,600     $ 4,449  



 
14

 


SOUND FINANCIAL BANCORP, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (unaudited)


Credit Quality Indicators.  Federal regulations provide for the classification of lower quality loans as substandard, doubtful or loss.  An asset is considered substandard if it is inadequately protected by the current net worth and payment capacity of the borrower or of any collateral pledged.  Substandard assets include those characterized by the distinct possibility that we will sustain some loss if the deficiencies are not corrected.  Assets classified as doubtful have all the weaknesses of currently existing facts, conditions and values.  Assets classified as loss are those considered uncollectible and of such little value that their continuance as assets without establishment of a specific loss reserve is not warranted.
 
When we classify problem loans as either substandard or doubtful, we may establish a specific allowance in an amount we deem prudent to address the risk specifically (if the loan is impaired) or we may allow the loss to be addressed in the general allowance (if the loan is not impaired).  General allowances represent loss reserves which have been established to recognize the inherent risk associated with lending activities, but which, unlike specific allowances, have not been specifically allocated to particular problem loans.  When the Company classifies problem loans as a loss, we charge off such assets in the period in which they are deemed uncollectible.  Assets that do not currently expose us to sufficient risk to warrant classification as substandard or doubtful but possess identified weaknesses are classified as either watch or special mention assets.  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”), which can order the establishment of additional loss allowances.  Pass rated loans are loans that are not otherwise classified or criticized.
 
The following table represents the internally assigned grades as of June 30, 2013 by type of loan:
 
   
One-to- four
 family
   
Home
equity
   
Commercial
and multifamily
   
Construction
and land
   
Manufactured
homes
   
Other
consumer
   
Commercial
 business
   
Total
 
Grade:
 
(in thousands)
 
Pass
  $ 91,028     $ 30,411     $ 144,942     $ 37,885     $ 13,027     $ 8,786     $ 10,363     $ 336,442  
Watch
    10,268       3,528       978       421       1,604       446       889       18,134  
Special Mention
    48       138       652       -       -       -       550       1,388  
Substandard
    2,140       978       2,585       103       51       33       -       5,890  
Doubtful
    -       -       -       -       -       -       -       -  
Loss
    -       -       -       -       -       -       -       -  
   Total
  $ 103,484     $ 35,055     $ 149,157     $ 38,409     $ 14,682     $ 9,265     $ 11,802     $ 361,854  

The following table represents the internally assigned grades as of December 31, 2012 by type of loan:
 
   
One-to- four
 family
   
Home
equity
   
Commercial
and multifamily
   
Construction
and land
   
Manufactured
homes
   
Other
consumer
   
Commercial
 business
   
Total
 
Grade:
 
(in thousands)
 
Pass
  $ 84,685     $ 30,927     $ 130,721     $ 24,641     $ 14,898     $ 8,102     $ 12,290     $ 306,264  
Watch
    8,279       3,064       954       347       1,312       520       1,087       15,563  
Special Mention
    490       499       595       -       -       -       -       1,584  
Substandard
    2,329       874       1,350       471       23       28       815       5,890  
Doubtful
    -       -       -       -       -       -       -       -  
Loss
    -       -       -       -       -       -       -       -  
   Total
  $ 95,784     $ 35,364     $ 133,620     $ 25,458     $ 16,232     $ 8,650     $ 14,193     $ 329,301  

Nonaccrual and Past Due Loans.  Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due.  Loans are automatically placed on nonaccrual once the loan is three months 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.
 

 
15

 


SOUND FINANCIAL BANCORP, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (unaudited)

 
The following table presents the recorded investment in nonaccrual loans as of June 30, 2013 and December 31, 2012, by type of loan:
 
   
June 30, 2013
   
December 31, 2012
 
   
(in thousands)
 
One- to four- family
  $ 784     $ 1,013  
Home equity
    443       332  
Commercial and multifamily
    230       1,106  
Construction and land
    -       471  
Other consumer
    24       1  
Commercial business
    -       80  
   Total
  $ 1,481     $ 3,003  

The following table represents the aging of the recorded investment in past due loans as of June 30, 2013 by type of loan:
 
   
30-59 Days
Past Due
   
60-89 Days
Past Due
   
Greater Than 90 Days Past Due
   
Recorded Investment > 90 Days and Accruing
   
Total Past Due
   
Current
   
Total Loans
 
   
(in thousands)
 
One-to-four family
  $ -     $ 479     $ 684     $ -     $ 1,163     $ 102,321     $ 103,484  
Home equity
    361       28       443       -       832       34,223       35,055  
Commercial and multifamily
    -       -       230       -       230       148,927       149,157  
Construction and land
    -       -       -       -       -       38,409       38,409  
Manufactured homes
    110       -       24       -       134       14,548       14,682  
Other consumer
    3       9       -       -       12       9,253       9,265  
Commercial business
    -       -       -       -       -       11,802       11,802  
   Total
  $ 474     $ 516     $ 1,381     $ -     $ 2,371     $ 359,483     $ 361,854  

The following table represents the aging of the recorded investment in past due loans as of December 31, 2012 by type of loan:
 
   
30-59 Days
Past Due
   
60-89 Days
Past Due
   
Greater Than 90 Days Past Due
   
Recorded Investment > 90 Days and Accruing
   
Total Past Due
   
Current
   
Total Loans
 
   
(in thousands)
 
One-to-four family
  $ 2,238     $ 572     $ 836     $ 81     $ 3,727     $ 92,057     $ 95,784  
Home equity
    886       364       332       -       1,582       33,782       35,364  
Commercial and multifamily
    -       -       -       -       -       133,620       133,620  
Construction and land
    243       -       471       -       714       24,744       25,458  
Manufactured homes
    326       2       -       -       328       15,904       16,232  
Other consumer
    65       2       1       -       68       8,582       8,650  
Commercial business
    63       -       80       -       143       14,050       14,193  
   Total
  $ 3,821     $ 940     $ 1,720     $ 81     $ 6,562     $ 322,739     $ 329,301  

Nonperforming Loans.  Loans are considered nonperforming when they are placed on nonaccrual and/or when they are considered to be nonperforming troubled debt restructurings (“TDRs”).  A TDR is a loan to a borrower that is experiencing financial difficulty that has been modified from its original terms and conditions in such a way that the Company is granting the borrower a concession of some kind.  Nonperforming TDRs include TDRs that do not have sufficient payment history (typically greater than six months) to be considered performing or TDRs that have become 31 or more days past due.
 
The following table represents the credit risk profile based on payment activity as of June 30, 2013 by type of loan:
 
   
One-to- four family
   
Home
equity
   
Commercial
and multifamily
   
Construction
and land
   
Manufactured
 homes
   
Other
consumer
   
Commercial
business
   
Total
 
(in thousands)
 
Performing
  $ 102,651     $ 34,513     $ 148,688     $ 38,409     $ 14,658     $ 9,265-     $ 11,802     $ 359,986  
Nonperforming
    833       542       469       -       24       -       -       1,868  
   Total
  $ 103,484     $ 35,055     $ 149,157     $ 38,409     $ 14,682     $ 9,265     $ 11,802     $ 361,854  

 
 
16

 


SOUND FINANCIAL BANCORP, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (unaudited)

 
The following table represents the credit risk profile based on payment activity as of December 31, 2012 by type of loan:
 
   
One-to- four
 family
   
Home
equity
   
Commercial
and multifamily
   
Construction
and land
   
Manufactured
homes
   
Other consumer
   
Commercial business
   
Total
 
(in thousands)
 
Performing
  $ 94,641     $ 34,647     $ 132,273     $ 24,987     $ 16,203     $ 8,642     $ 13,996     $ 325,389  
Nonperforming
    1,143       717       1,347       471       29       8       197       3,912  
   Total
  $ 95,784     $ 35,364     $ 133,620     $ 25,458     $ 16,232     $ 8,650     $ 14,193     $ 329,301  

 
Impaired Loans.  A loan is considered impaired when we have 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 take 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 do not result in a loan being classified as impaired.  The significance of payment delays and shortfalls is considered on a case by case basis, after taking into consideration the totality of circumstances surrounding the loans and the borrowers, including payment history and amounts of any payment shortfall, length and reason for delay, and likelihood of return to stable performance.  Impairment is measured on a loan by loan basis for all loans in the portfolio.  All TDRs are also classified as impaired loans and are included in the loans individually evaluated for impairment in the calculation of the allowance for loan losses.
 
The following table presents loans individually evaluated for impairment as of June 30, 2013 by type of loan:
 
   
Recorded
 Investment
   
Unpaid
Principal Balance
   
Related
Allowance
 
With no related allowance recorded:
 
(In thousands)
 
One-to-four family
  $ 506     $ 977     $ -  
Home equity
    302       402       -  
Commercial and multifamily
    2,812       2,812       -  
Construction and land
    563       563       -  
Manufactured homes
    66       66       -  
Other consumer
    20       20       -  
Commercial business
    48       366       -  
Total
  $ 4,317     $ 5,206     $ -  
With an allowance recorded:
                       
One-to-four family
  $ 4,439     $ 4,479     $ 315  
Home equity
    1,501       1,501       160  
Commercial and multifamily
    2       2       -  
Construction and land
    179       179       18  
Manufactured homes
    571       571       122  
Other consumer
    34       34       8  
Commercial business
    114       114       1  
Total
  $ 6,840     $ 6,880     $ 624  
Totals:
                       
One-to-four family
  $ 4,945     $ 5,456     $ 315  
Home equity
    1,803       1,903       160  
Commercial and multifamily
    2,814       2,814       -  
Construction and land
    742       742       18  
Manufactured homes
    637       637       122  
Other consumer
    54       54       8  
Commercial business
    162       480       1  
Total
  $ 11,157     $ 12,086     $ 624  

 

 
17

 

SOUND FINANCIAL BANCORP, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (unaudited)

 
 
The following table presents loans individually evaluated for impairment as of December 31, 2012 by type of loan:
 
   
Recorded
Investment
   
Unpaid
Principal Balance
   
Related
 Allowance
 
With no related allowance recorded:
 
(in thousands)
 
One-to-four family
  $ 2,521     $ 2,826     $ -  
Home equity
    949       1,132       -  
Commercial and multifamily
    1,883       1,883       -  
Construction and land
    495       608       -  
Manufactured homes
    67       67       -  
Other consumer
    9       49       -  
Commercial business
    682       682       -  
Total
  $ 6,606     $ 7,247     $ -  
With an allowance recorded:
                       
One-to-four family
  $ 3,495     $ 3,651     $ 392  
Home equity
    782       782       247  
Commercial and multifamily
    244       244       70  
Construction and land
    76       76       25  
Manufactured homes
    587       587       117  
Other consumer
    46       46       22  
Commercial business
    157       196       145  
Total
  $ 5,387     $ 5,582     $ 1,018  
Totals:
                       
One-to-four family
  $ 6,016     $ 6,477     $ 392  
Home equity
    1,731       1,914       247  
Commercial and multifamily
    2,127       2,127       70  
Construction and land
    571       684       25  
Manufactured homes
    654       654       117  
Other consumer
    55       95       22  
Commercial business
    839       878       145  
Total
  $ 11,993     $ 12,829     $ 1,018  



 
18

 


SOUND FINANCIAL BANCORP, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (unaudited)


The following table presents loans individually evaluated for impairment as of June 30, 2013 and 2012 by type of loan:

   
Three Months Ended
 
   
June 30, 2013
   
June 30, 2012
 
   
Average Recorded Investment
   
Interest Income Recognized
   
Average Recorded Investment
   
Interest Income Recognized
 
With no related allowance recorded:
 
(In thousands)
 
One-to-four family
  $ 1,333     $ 5     $ 2,751     $ 12  
Home equity
    551       3       643       9  
Commercial and multifamily
    1,792       49       1,903       15  
Construction and land
    293       -       661       6  
Manufactured homes
    83       1       72       1  
Other consumer
    14       1       15       1  
Commercial business
    351       5       836       5  
   Total
  $ 4,417     $ 64     $ 6,881     $ 49  
With an allowance recorded:
                               
One-to-four family
  $ 4,292     $ 49     $ 5,759     $ 46  
Home equity
    1,225       16       1,416       12  
Commercial and multifamily
    123       -       336       2  
Construction and land
    128       3       149       2  
Manufactured homes
    547       12       749       12  
Other consumer
    39       -       117       1  
Commercial business
    244       4       133       2  
   Total
  $ 6,598     $ 84     $ 8,659     $ 77  
Totals:
                               
One-to-four family
  $ 5,625     $ 54     $ 8,510     $ 58  
Home equity
    1,776       19       2,059       21  
Commercial and multifamily
    1,915       49       2,239       17  
Construction and land
    421       3       810       8  
Manufactured homes
    630       13       821       13  
Other consumer
    53       1       132       2  
Commercial business
    595       9       969       7  
   Total
  $ 11,015     $ 148     $ 15,540     $ 126  


 
19

 


SOUND FINANCIAL BANCORP, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (unaudited)


The following table presents loans individually evaluated for impairment as of June 30, 2013 and 2012 by type of loan:

   
Six Months Ended
 
   
June 30, 2013
   
June 30, 2012
 
   
Average Recorded Investment
   
Interest Income Recognized
   
Average Recorded Investment
   
Interest Income Recognized
 
With no related allowance recorded:
 
(In thousands)
 
One-to-four family
  $ 1,729     $ 14     $ 2,868     $ 29  
Home equity
    683       5       686       22  
Commercial and multifamily
    1,822       85       1,863       34  
Construction and land
    360       1       700       18  
Manufactured homes
    78       2       48       3  
Other consumer
    12       2       15       1  
Commercial business
    461       10       635       10  
   Total
  $ 5,469     $ 119     $ 6,815     $ 117  
With an allowance recorded:
                               
One-to-four family
  $ 4,026     $ 102     $ 5,558     $ 117  
Home equity
    1,077       32       1,281       25  
Commercial and multifamily
    163       -       297       3  
Construction and land
    110       7       140       5  
Manufactured homes
    560       22       540       26  
Other consumer
    41       1       107       4  
Commercial business
    215       6       161       3  
   Total
  $ 6,192     $ 170     $ 8,084     $ 183  
Totals:
                               
One-to-four family
  $ 5,755     $ 116     $ 8,426     $ 146  
Home equity
    1,760       37       1,967       47  
Commercial and multifamily
    1,985       85       2,160       37  
Construction and land
    470       8       841       23  
Manufactured homes
    638       24       588       29  
Other consumer
    53       3       121       5  
Commercial business
    676       16       796       13  
   Total
  $ 11,337     $ 289     $ 14,899     $ 300  

Forgone interest on nonaccrual loans was $64,000 and $177,000 at June 30, 2013 and 2012, respectively.  There were no commitments to lend additional funds to borrowers whose loans were classified as nonaccrual, TDR or impaired at June 30, 2013 or December 31, 2012.

Troubled debt restructurings.  Loans classified as TDRs totaled $6.5 million and $7.7 million at June 30, 2013 and December 31, 2012, respectively, and are included in impaired loans.  The Company has granted in its TDRs a variety of concessions to borrowers in the form of loan modifications.  The modifications granted can generally be described in the following categories:

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 in 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.


 
20

 

SOUND FINANCIAL BANCORP, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (unaudited)
 


The following table presents new TDRs by type of modification that occurred during the three months ended June 30, 2013:

   
Three months ended June 30, 2013
 
   
Number of Contracts
   
Rate Modifications
   
Term Modifications
   
Payment Modifications
   
Combination Modifications
   
Total Modifications
 
         
(in thousands)
 
Home equity
    1     $ -     $ -     $ -     $ 99     $ 99  
Total
    1     $ -     $ -     $ -     $ 99     $ 99  

The following table presents new TDRs by type of modification that occurred during the six months ended June 30, 2013:

   
Six months ended June 30, 2013
 
   
Number of Contracts
   
Rate Modifications
   
Term Modifications
   
Payment Modifications
   
Combination Modifications
   
Total Modifications
 
         
(in thousands)
 
One- to- four family
    3     $ -     $ -     $ -     $ 878     $ 878  
Home equity
    1       -       -       -       99       99  
Total
    4     $ -     $ -     $ -     $ 977     $ 977  

The following table presents new TDRs by type of modification that occurred during the three months ended June 30, 2012:

   
Three months ended June 30, 2012
 
   
Number of Contracts
   
Rate Modifications
   
Term Modifications
   
Payment Modifications
   
Combination Modifications
   
Total Modifications
 
         
(in thousands)
 
One- to- four family
    2     $ -     $ -     $ -     $ 276     $ 276  
Commercial and multifamily
    1       -       -       -       183       183  
Construction and land
    2                               26       26  
Other consumer
    1       -       -       -       2       2  
Commercial business
    1       -       -       -       26       26  
Total
    7     $ -     $ -     $ -     $ 513     $ 513  

The following table presents new TDRs by type of modification that occurred during the six months ended June 30, 2012:

   
Six months ended June 30, 2012
 
   
Number of Contracts
   
Rate Modifications
   
Term Modifications
   
Payment Modifications
   
Combination Modifications
   
Total Modifications
 
         
(in thousands)
 
One- to- four family
    4     $ -     $ -     $ -     $ 364     $ 364  
Home equity
    1       -       -       -       49       49  
Commercial and multifamily
    2       -       -       -       426       426  
Construction and land
    2                               26       26  
Other consumer
    2       -       -       -       14       14  
Commercial business
    3       121       -       -       186       307  
Total
    14     $ 121     $ -     $ -     $ 1,065     $ 1,186  

There were no post-modification changes for the recorded investment in loans that were recorded as a result of the TDRs for the three and six months ended June 30, 2013 and 2012, respectively.

 
21

 


SOUND FINANCIAL BANCORP, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (unaudited)
 
 
The following table represents financing receivables modified as TDRs within the previous 12 months for which there was a payment default during the three and six months ended June 30, 2013 and 2012, respectively:

   
Three months ended June 30,
   
Six months ended June 30,
 
   
2013
   
2012
   
2013
   
2012
 
   
(in thousands)
 
One- to four- family
  $ -     $ 1,547     $ -     $ 2,055  
Home equity
    -       129       99       129  
Commercial and multifamily
    -       1,391       -       1,391  
Manufactured homes
    -       362       -       444  
Other consumer
    -       40       -       40  
Commercial business
    -       540       -       540  
Total
  $ -     $ 4,009     $ 99     $ 4,599  

For the preceding tables, a loan is considered in default when a payment is 31 days past due.  No TDRs modified within the previous 12 months were three months past due as of June 30, 2013.  Two one- to four- family TDRs were three months past due as of June 30, 2012 and were therefore on nonaccrual status.

The Company had no commitments to extend additional credit to borrowers owing receivables whose terms have been modified in troubled debt restructurings.


 
22

 

SOUND FINANCIAL BANCORP, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (unaudited)
 

 
Note 6 – Fair Value Measurements
 

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 June 30, 2013 and December 31, 2012:

   
Fair Value at June 30, 2013
 
   
Total
   
Level 1
   
Level 2
   
Level 3
 
FINANCIAL ASSETS:
 
(in thousands)
 
Cash and cash equivalents
  $ 11,760     $ 11,760     $ -     $ -  
Available for sale securities
    16,965       -       14,285       2,680  
FHLB stock
    2,357       -       -       2,357  
Loans held for sale
    2,078       -       2,078       -  
Loans, net
    356,828       -       -       356,828  
Accrued interest receivable
    1,333       1,333       -       -  
Bank owned life insurance, net
    10,872       -       10,872       -  
Mortgage servicing rights
    2,670       -       -       2,670  
FINANCIAL LIABILITIES:
                               
Non-maturity deposits
    175,324       -       175,324       -  
Time deposits
    145,488       -       145,488       -  
Borrowings
    40,469       -       40,469       -  
Accrued interest payable
    72       -       72       -  
Advance payments from borrowers for taxes and insurance
    277       -       277       -  

   
Fair Value at December 31, 2012
 
   
Total
   
Level 1
   
Level 2
   
Level 3
 
FINANCIAL ASSETS:
 
(in thousands)
 
Cash and cash equivalents
  $ 12,727     $ 12,727     $ -     $ -  
Available for sale securities
    22,900       -       20,127       2,773  
FHLB Stock
    2,401       -       -       2,401  
Loans held for sale
    1,725       -       1,725       -  
Loans, net
    327,078       -       -       327,078  
Accrued interest receivable
    1,280       1,280       -       -  
Bank owned life insurance, net
    7,220               7,220       -  
Mortgage servicing rights
    2,306       -       -       2,306  
FINANCIAL LIABILITIES:
                               
Non-maturity deposits
    177,097       -       177,097       -  
Time deposits
    134,007       -       134,007       -  
Borrowings
    21,708       -       21,708       -  
Accrued interest payable
    83       -       83       -  
Advance payments from borrowers for taxes and insurance
    331       -       331       -  

 
23

 


SOUND FINANCIAL BANCORP, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (unaudited)
 


The following table presents the balance of assets measured at fair value on a recurring basis as of June 30, 2013 and December 31, 2012:

   
Fair Value at June 30, 2013
 
   
Total
   
Level 1
   
Level 2
   
Level 3
 
   
(in thousands)
 
Agency mortgage-backed securities
  $ 14,290     $ -     $ 14,290     $ -  
Non-agency mortgage-backed securities
    2,675       -       -       2,675  
Mortgage servicing rights
    2,670       -       -       2,670  

   
Fair Value at December 31, 2012
 
   
Total
   
Level 1
   
Level 2
   
Level 3
 
   
(in thousands)
 
Agency mortgage-backed securities
  $ 20,127     $ -     $ 20,127     $ -  
Non-agency mortgage-backed securities
    2,773       -       -       2,773  
Mortgage servicing rights
    2,306       -       -       2,306  

For the six months ended June 30, 2013 and 2012 there were no transfers between Level 1 and Level 2 nor between Level 2 and Level 3.

The following table provides 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 at June 30, 2013:

Financial Instrument
 
Valuation Technique
 
Unobservable Input(s)
 
Range
(Weighted Average)
Mortgage Servicing Rights
 
Discounted cash flow
 
Prepayment speed assumption
 
242-550% (310%)
       
Discount rate
 
8-12% (10%)
Non-agency mortgage-backed securities
 
Discounted cash flow
 
Discount rate
 
(8%)

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 assumptions 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.

The following table provides a reconciliation of assets and liabilities measured at fair value using significant unobservable inputs (Level 3) on a recurring basis during the six months ended June 30, 2013 and 2012:

   
Six Months Ended
June 30,
 
   
2013
   
2012
 
   
(in thousands)
 
Beginning balance, at fair value
  $ 2,773     $ 2,933  
OTTI impairment losses
    (30 )     (124 )
Sales and principal payments
    (327 )     (245 )
Change in unrealized loss
    264       237  
Ending balance, at fair value
  $ 2,680     $ 2,801  

 
24

 


SOUND FINANCIAL BANCORP, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (unaudited)


Mortgage servicing rights are measured at fair value using significant unobservable input (Level 3) on a recurring basis and a reconciliation of this asset can be found in Note 7 – Mortgage Servicing Rights.

The following table presents the balance of assets measured at fair value on a nonrecurring basis at the dates indicated:

   
Fair Value at June 30, 2013
 
   
Total
   
Level 1
   
Level 2
   
Level 3
 
   
(in thousands)
 
OREO and repossessed assets
  $ 1,190     $ -     $ -     $ 1,190  
Impaired loans
    12,219       -       -       12,219  

   
Fair Value at December 31, 2012
 
   
Total
   
Level 1
   
Level 2
   
Level 3
 
   
(in thousands)
 
OREO and repossessed assets
  $ 2,503     $ -     $ -     $ 2,503  
Impaired loans
    11,993       -       -       11,993  

The following tables present the total losses during the three and six months ended June 30, 2013 and 2012 resulting from fair value adjustments:

   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
 
 
2013
   
2012
   
2013
   
2012
 
   
(in thousands)
 
OREO and repossessed assets
  $ 191     $ 22     $ 776     $ 492  
Impaired loans
    379       1,237       494       2,815  

There were no liabilities carried at fair value, measured on a recurring or nonrecurring basis, at June 30, 2013 or December 31, 2012.

The following table provides a description of the valuation technique, observable 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 nonrecurring basis at June 30, 2013:

Financial Instrument
 
Valuation Technique(s)
 
Unobservable Input(s)
 
Range (Weighted Average)
OREO
 
Market approach
 
Adjustment for differences between comparable sales
 
0-44% (9%)
Impaired loans
 
Market approach
 
Adjustment for differences between comparable sales
 
0-100% (7%)

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

Impaired Loans - The fair value of collateral dependent loans is based on the current appraised value of the collateral or internally developed models utilizing a calculation of expected discounted cash flows which contain management’s assumptions.


 
25

 


SOUND FINANCIAL BANCORP, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (unaudited)


OREO and Repossessed Assets – The fair value of OREO and repossessed assets is based on the current appraised value of the collateral.
 
The following methods and assumptions were used to estimate the fair value of other financial instruments:
 
Cash and cash equivalents, accrued interest receivable and payable, and advance payments from borrowers for taxes and insurance - The estimated fair value is equal to the carrying amount.

AFS 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 and its agencies securities.  Level 3 securities include private label mortgage-backed securities.
 
Loans Held for Sale - Residential mortgage loans held for sale are recorded at the lower of cost or fair value. The fair value of fixed-rate residential loans is based on whole loan forward prices obtained from government sponsored enterprises. At June 30, 2013 and December 31, 2012, loans held for sale were carried at cost.
 
Loans - The estimated fair value for all fixed rate loans is determined by discounting the estimated cash flows using the current rate at which similar loans would be made to borrowers with similar credit ratings and maturities. The estimated fair value for variable rate loans is the carrying amount. The fair value for all loans also takes into account projected loan losses as a part of the estimate.

Mortgage Servicing Rights –The fair value of mortgage servicing rights is determined though 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, which approximates fair value.
 
Bank-owned Life Insurance - The estimated fair value is equal to the cash surrender value of policies, net of surrender charges.
 
Deposits - The estimated fair value of deposit accounts (savings, demand deposit, and money market accounts) is the carrying amount. The fair values of fixed-maturity time certificates of deposit are estimated by discounting the estimated cash flows using the current rate at which similar certificates would be issued.

Borrowings - The fair value of borrowings are estimated using discounted cash flow analyses, based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements.
 
Off-balance-sheet financial instruments - The fair value for the Company’s off-balance-sheet loan commitments are 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 customers. The estimated fair value of these commitments is not significant.
 
We assume interest rate risk (the risk that general interest rate levels will change) as a result of our normal operations. As a result, the fair values of our financial instruments will change when interest rate levels change, which may be favorable or unfavorable to us. Management attempts to match maturities of assets and liabilities to the extent necessary or possible to minimize interest rate risk. However, borrowers with fixed-rate obligations are less likely to prepay in a rising rate environment and more likely to prepay in a falling rate environment. Conversely, depositors who are receiving fixed rates are more likely to withdraw funds before maturity in a rising rate environment and less likely to do so in a falling rate environment. Management monitors rates and maturities of assets and liabilities and attempts to minimize interest rate risk by establishing early withdrawal penalties for certificates of deposit, creating interest rate floors for certain variable rate loans, adjusting terms of new loans and deposits, by borrowing at fixed rates for fixed terms and investing in securities with terms that mitigate our overall interest rate risk.


 
26

 


SOUND FINANCIAL BANCORP, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (unaudited)
 
 
 
Note 7 – Mortgage Servicing Rights
 
The unpaid principal balances of loans serviced for Federal National Mortgage Association (“FNMA”) at June 30, 2013 and December 31, 2012, totaled approximately $365.7 million, and were not included in the Company’s financial statements.
 
A summary of the change in the balance of mortgage servicing rights during the three and six months ended June 30, 2013 and 2012 were as follows:
 
   
Three months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2013
   
2012
   
2013
   
2012
 
   
(in thousands)
 
Beginning balance, at fair value
  $ 2,396     $ 2,791     $ 2,306     $ 2,437  
Servicing rights that result from transfers of financial assets
    278       142       495       328  
Changes in fair value:
                               
Due to changes in model inputs or assumptions(1)
    250       (76 )     385       308  
Other(2)
    (254 )     (299 )     (516 )     (515 )
Ending balance, at fair value
  $ 2,670     $ 2,558     $ 2,670     $ 2,558  
_________________
 
(1) Represents changes in discount rates and prepayment speed assumptions, which are primarily affected by changes in interest rates
 
(2) Represents changes due to collection or realization of expected cash flows over time.
 
The key economic assumptions used in determining the fair value of mortgage servicing rights at the dates indicated are as follows:
 

 
   
At June 30,
 
   
2013
   
2012
 
Prepayment speed (PSA)
    242 %     339 %
Weighted-average life (years)
    5.3       4.1  
Yield to maturity discount rate
    10.0 %     9.0 %

The amount of contractually specified servicing, late and ancillary fees earned, recorded in mortgage servicing income on the Consolidated Statements of Income was $184,000 and $311,000 for the three and six months ended June 30, 2013, respectively, and $21,000 and $199,000 for the three and six months ended June 30, 2012, respectively.

Note 8 – 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 customers’ requests for funding and take the form of loan commitments and lines of credit.
 
Note 9 – Borrowings
 
The Company utilizes a loan agreement with the FHLB of Seattle. The terms of the agreement call for a blanket pledge of a portion of the Company’s mortgage and commercial and multifamily portfolio based on the outstanding balance.  At June 30, 2013, the amount available to borrow under this agreement was approximately 35% of total assets, or up to $143.3 million, subject to the availability of eligible collateral.  Based on eligible collateral, the total amount available under this agreement as of June 30, 2013 and December 31, 2012 was $100.0 million and $90.7 million, respectively.  The Company had outstanding borrowings under this arrangement of $40.5 million and $21.9 million at June 30, 2013 and December 31, 2012, respectively.  Additionally, the Company had outstanding letters of credit from the FHLB with a notional amount of $20.0 million and $31.5 million at June 30, 2013 and December 31, 2012, respectively, to secure public deposits.  The net remaining amount available as of June 30, 2013 and December 31, 2012, was $39.5 million and $37.3 million, respectively.

 
27

 



SOUND FINANCIAL BANCORP, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (unaudited)


The Company participates in the Federal Reserve Bank Borrower-in-Custody program, which gives the Company access to the discount window.  The terms of the program call for a pledge of specific assets.  The Company had unused borrowing capacity of $13.3 million and $11.8 and no outstanding borrowings under this program at June 30, 2013 and December 31, 2012, respectively.

The Company has access to an unsecured line of credit from the Pacific Coast Banker’s Bank.  The line has a two-year term maturing on June 30, 2014 and is renewable biannually.  At June 30, 2013, the amount available under this line of credit was $2.0 million.  There was no balance on this line of credit as of June 30, 2013 and December 31, 2012, respectively.

 
Note 10 – Earnings Per Common Share
 
Non-vested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents are participating securities and are included in the computation of earnings per share pursuant to the two-class method.  The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. Certain of the Company’s non-vested restricted stock awards qualify as participating securities. 
 
Net earnings, less any preferred dividends accumulated for the period (whether or not declared), is allocated between the common stock and participating securities pursuant to the two-class method.  Basic earnings per common share is computed by dividing net earnings available to common shareholders by the weighted average number of common shares outstanding during the period, excluding participating non-vested restricted shares. 
 
Diluted earnings per common share is computed in a similar manner, except that first the denominator is increased to include the number of additional common shares that would have been outstanding if potentially dilutive common shares, excluding the participating securities, were issued using the treasury stock method.  For all periods presented, stock options, certain restricted stock awards and restricted stock units are the only potentially dilutive non-participating instruments issued by the Company.  Next, we determine and include in diluted earnings per common share calculation the more dilutive effect of the participating securities using the treasury stock method or the two-class method.  Undistributed losses are not allocated to the non-vested share-based payment awards (the participating securities) under the two-class method as the holders are not contractually obligated to share in the losses of the Company.

ESOP shares are considered outstanding for basic and diluted earnings per share when the shares are committed to be released.

Earnings per common share are summarized for the periods presented in the following table:

   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2013
   
2012
   
2013
   
2012
 
   
(in thousands, except per share amounts)
 
Net income
  $ 1,142     $ 593     $ 1,939     $ 1,139  
Less net income attributable to participating securities(1)
    6       6       11       11  
Net income available to common shareholders
  $ 1,136     $ 587     $ 1,928     $ 1,128  
Weighted average number of shares outstanding, basic
    2,586,810       2,587,760       2,586,940       2,584,696  
Effect of potentially dilutive common shares(2)
    50,916       27,723       49,418       25,488  
Weighted average number of shares outstanding, diluted
    2,637,726       2,615,484       2,636,358       2,610,184  
Earnings per share, basic
  $ 0.44     $ 0.22     $ 0.75     $ 0.44  
Earnings per share, diluted
  $ 0.43     $ 0.22     $ 0.74     $ 0.43  
------------------------------------------------ 
(1) Represents dividends paid and undistributed earnings allocated to non-vested restricted stock awards.
(2) Represents the effect of the assumed exercise of warrants, assumed exercise of stock options, vesting of non-participating restricted shares, and vesting of restricted stock units, based on the treasury stock method.

There were no shares considered anti-dilutive for the three and six months ended June 30, 2013 or 2012.


 
28

 


SOUND FINANCIAL BANCORP, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (unaudited)
 
Note 11 – Stock-based Compensation
 
Stock Options and Restricted Stock
 
In 2008, the Board of Directors adopted and stockholders approved an Equity Incentive Plan (the “Plan”) which was assumed by the Company in connection with the Conversion.  The Plan permits the grant of restricted stock, restricted stock units, stock options, and stock appreciation rights.  Under the Plan, 126,287 shares of common stock were approved for awards for stock options and stock appreciation rights and 50,514 shares of common stock were approved for awards for restricted stock and restricted stock units, in each case, as adjusted for the Conversion exchange ratio.
 
As of June 30, 2013, on an adjusted basis, awards for stock options totaling 107,456 shares and awards for restricted stock totaling 49,771 shares of Company common stock have been granted, net of any forfeitures, to participants in the Plan.  During the six months ended June 30, 2013 and 2012, share-based compensation expense totaled $84,000 and $66,000, respectively.  All of the awards vest in 20 percent annual increments commencing one year from the grant date.  The options 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 plan awards during the period ended June 30, 2013: 

   
Shares
   
Weighted-
Average
Exercise Price
   
Weighted-Average Remaining Contractual Term In Years
   
Aggregate
Intrinsic
Value
 
             
Outstanding at the beginning of the year
    115,936     $ 8.93       6.78     $ 170,426  
Granted
    -       -                  
Exercised
    -       -                  
Forfeited
    (8,480 )   $ 9.07                  
Expired
    -       -                  
Outstanding at June 30, 2013
    107,456     $ 8.92       6.34     $ 520,087  
Exercisable
    70,115     $ 9.02       5.81     $ 332,345  
Expected to vest, assuming a 0% forfeiture rate over the vesting term
    107,456     $ 8.92       6.34     $ 520,087  

As of June 30, 2013, there was $89,000 of total unrecognized compensation cost related to non-vested stock options granted under the Plan.  The cost is expected to be recognized over the remaining weighted-average vesting period of 5.3 years.

The fair value of each option award is estimated on the date of grant using a Black-Scholes model that uses the assumptions noted in the table below.  The dividend yield is based on the current quarterly dividend in effect at the time of the grant.  

The Company (including the predecessor entity) became a publicly held company in January 2008, so the amount of historical stock price information available is limited.  As a result, the Company elected to use a weighted-average of its peers’ historical stock prices, as well as the Company’s own historical stock prices to estimate volatility.  The Company bases the risk-free interest rate on the U.S. Treasury Constant Maturity Indices in effect on the date of the grant.  The Company elected to use the Staff Accounting Bulletin No. 110, “Share-Based Payments” permitted by the Securities and Exchange Commission to calculate the expected term.  This simplified method uses the vesting term of an option along with the contractual term, setting the expected life at a midpoint in between.


 
29

 


SOUND FINANCIAL BANCORP, INC. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements (unaudited)

Restricted Stock Awards
 
The fair value of the restricted stock awards is equal to the fair value of the Company’s stock at the date of grant.  Compensation expense is recognized over the vesting period that the awards are based. Shares awarded as restricted stock vest ratably over a five-year period beginning at the grant date with 20% vesting on the anniversary date of each grant date.

The following is a summary of the Company’s non-vested restricted stock awards during the six months ended June 30, 2013:

Non-vested Shares
 
Shares
   
Weighted-Average Grant-Date Fair Value Per Share
   
Aggregate Intrinsic Value Per Share
 
Non-vested at January 1, 2013
    24,747     $ 8.44        
Granted
    -                
Vested
    (9,487 )              
Forfeited
    (735 )              
Expired
    -                
Non-vested at June 30, 2013
    14,525     $ 8.44     $ 13.76  
Expected to vest assuming a 0% forfeiture rate over the vesting term
    14,525     $ 8.44     $ 13.76  

The aggregate intrinsic value of the non-vested restricted stock options as of June 30, 2013 was $199,864.

As of June 30, 2013, there was $62,000 of unrecognized compensation cost related to non-vested restricted stock granted under the Plan remaining.  The cost is expected to be recognized over the weighted-average vesting period of 2.2 years.

Employee Stock Ownership Plan

In January 2008, the ESOP borrowed $1.2 million from the Company to purchase common stock of the Company.  In August 2012, in conjunction with the Conversion, the ESOP borrowed an additional $1.1 million from the Company to purchase common stock of the Company.  Both loans are being repaid principally by the Bank through contributions to the ESOP over a period of ten years.  The interest rate on the loans is fixed at 4.0% and 2.25%, per annum, respectively.  At June 30, 2013, the remaining balances of the ESOP loans were $638,000 and $1.0 million, respectively.

Neither the loan balances nor the related interest expense are reflected on the condensed consolidated financial statements.

At June 30, 2013, the ESOP was committed to release 22,900 shares of the Company’s common stock to participants and held 151,115 unallocated shares remaining to be released in future years.  The fair value of the 202,755 restricted shares held by the ESOP trust was $2.8 million at June 30, 2013.  ESOP compensation expense included in salaries and benefits was $97,000 and $173,000 for the three and six months ended June 30, 2013, respectively.  ESOP Compensation expense included in salaries and benefits was $29,000 and $53,000 for the three and six months ended June 30, 2012.

 
Note 12 – Subsequent Event
 
On July 31, 2013, the Company declared a quarterly cash dividend of $0.05 per common share, payable on August 27, 2013 to shareholders of record at the close of business August 13, 2013.

 
30

 


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:
 
·  
changes in economic conditions, either nationally or in our market area;
 
·  
fluctuations in interest rates;
 
·  
the risks of lending and investing activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of our allowance for loan losses;
 
·  
the possibility of other-than-temporary impairments of securities held in our securities portfolio;
 
·  
our ability to access cost-effective funding;
 
·  
fluctuations in the demand for loans, the number of unsold homes, land and other properties, and fluctuations in real estate values and both residential and commercial and multifamily real estate market conditions in our market area;
 
·  
secondary market conditions for loans and our ability to sell loans in the secondary market;
 
·  
our ability to attract and retain  deposits;
 
·  
our ability to successfully integrate any assets, liabilities, customers, systems, and management personnel we may acquire into our operations and our ability to realize related revenue synergies and expected cost savings and other benefits  within the anticipated time frames or at all;
 
·  
legislative or regulatory changes such as the Dodd-Frank Wall Street Reform and Consumer Protection Act and its implementing regulations that adversely affect our business, as well as changes in regulatory policies and principles, or  the interpretation of regulatory capital or other rules including changes related to Basel III;
 
·  
monetary and fiscal policies of the Federal Reserve and the U.S. Government and other governmental initiatives affecting the financial services industry;
 
·  
results of examinations of Sound Financial Bancorp and Sound Community Bank by their regulators, including the possibility that the regulators may, among other things, require us to increase our allowance for loan losses or to write-down assets, change Sound Community Bank’s regulatory capital position or affect our ability to borrow funds or maintain or increase deposits, which could adversely affect our  liquidity and earnings;
 
·  
increases in premiums for deposit insurance;
 
 
 
31

 
 
·  
our ability to control operating costs and expenses;
 
·  
the use of estimates in determining fair value of certain of our assets, which estimates may prove to be incorrect and result in significant declines in valuation;
 
·  
difficulties in reducing risks associated with the loans on our balance sheet;
 
·  
staffing fluctuations in response to product demand or the implementation of corporate strategies that affect our workforce and potential associated charges;
 
·  
computer systems on which we depend could fail or experience a security breach;
 
·  
our ability to retain key members of our senior management team;
 
·  
costs and effects of litigation, including settlements and judgments;
 
·  
our ability to implement our business strategies;
 
·  
increased competitive pressures among financial services companies;
 
·  
changes in consumer spending, borrowing and savings habits;
 
·  
the availability of resources to address changes in laws, rules, or regulations or to respond to regulatory actions;
 
·  
our ability to pay dividends on our common stock;
 
·  
adverse changes in the securities markets;
 
·  
the inability of key third-party providers to perform their obligations to us;
 
·  
changes in accounting policies and practices, as may be adopted by the financial institution regulatory agencies or the Financial Accounting Standards Board, including additional guidance and interpretation on accounting issues and details of the implementation of new accounting methods; and
 
·  
other economic, competitive, governmental, regulatory, and technological factors affecting our operations, pricing, products and services and the other risks described from time to time in this Form 10-Q and our other filings with the U.S. Securities and Exchange Commission (the “SEC”) .
 
We wish to advise 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.
 
References in this document to Sound Financial Bancorp or the (“Company”) refer to Sound Financial Bancorp, Inc. and its predecessor, Sound Financial, Inc., a federal corporation, and references to the “Bank” refer to Sound Community Bank.  References to “we,” “us,” and “our” means Sound Financial Bancorp and its wholly-owned subsidiary, Sound Community Bank, unless the context otherwise requires.
 

 
32

 

General
 
Sound Financial Bancorp, a Maryland corporation, is a full stock holding company for its wholly owned subsidiary, Sound Community Bank (the “Bank”).  On August 22, 2012, Sound Financial Bancorp completed a public offering and share exchange as part of the Bank’s conversion from the mutual holding company structure and the elimination of Sound Financial, Inc. and Sound Community MHC (the “Conversion”). Please see Note 3 Conversion and Stock Issuance of the Notes to Consolidated Financial Statements under Item 1 of this report for more information.  All share and per share information in this report for periods prior to the Conversion has been adjusted to reflect the 0.87423:1 exchange ratio on publicly traded shares.
 
Substantially all of Sound Financial Bancorp’s business is conducted through Sound Community Bank, which until December 28, 2102, was a federal savings bank subject to extensive regulation by the Office of the Comptroller of the Currency.  During October 2012, the Bank filed an application to convert from a federally chartered savings bank to a Washington state-chartered commercial bank.  The charter change was completed on December 28, 2012.  As a Washington commercial bank, the Bank’s regulators are the Washington State Department of Financial Institutions (“WDFI”) and the FDIC.  The Board of Governors of the Federal Reserve System (“Federal Reserve”) remains the primary federal regulator for the Company.  The charter change primarily was undertaken to reduce regulatory examination costs and to move oversight of the Bank to the WDFI, which is focused on local community banks and financial institutions. 
 
Sound Community Bank’s deposits are insured up to applicable limits by the FDIC.  At June 30, 2013, Sound Financial Bancorp had total consolidated assets of $409.6 million, net loans of $354.5 million, deposits of $319.5 million and stockholders’ equity of $45.5 million.  The shares of Sound Financial Bancorp are traded on The NASDAQ Capital Market under the symbol “SFBC.”  Our executive offices are located at 2005 5th Avenue, Suite 200, Seattle, Washington, 98121.
 
Our principal business consists of attracting retail deposits from the general public and investing those funds, along with borrowed funds, in loans secured by first and second mortgages on one- to four-family residences (including home equity loans and lines of credit), commercial and multifamily, consumer and commercial business loans and, to a lesser extent, construction and land loans.  We offer a wide variety of secured and unsecured consumer loan products, including manufactured home loans, automobile loans, boat loans and recreational vehicle loans.  As part of our business, we focus on residential mortgage loan originations, many of which we sell to Fannie Mae.  We sell these loans with servicing retained to maintain the direct customer relationship and to continue providing strong customer service.
 
Our operating revenues are derived principally from earnings on interest earning assets, service charges and fees, and gains on the sale of loans. Our primary sources of funds are deposits, Federal Home Loan Bank (“FHLB”) advances and other borrowings, and payments received on loans and securities.  We offer a variety of deposit accounts that provide a wide range of interest rates and terms, generally including savings, money market, term certificate and demand accounts.
 
Our noninterest expenses consist primarily of salaries and employee benefits, expenses for occupancy, marketing and data processing and FDIC deposit insurance premiums.  Salaries and benefits consist primarily of the salaries and wages paid to our employees, payroll taxes, expenses for retirement and other employee benefits.  Occupancy expenses, which are the fixed and variable costs of buildings and equipment, consist primarily of lease payments, property taxes, depreciation charges, maintenance and the cost of utilities.
 
Critical Accounting Policies

Certain of our accounting policies are important to an understanding of our financial condition, since they 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 borrowers.  Management believes that its critical accounting policies include determining the allowance for loan 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.  Our methodologies for analyzing the allowance for loan losses, mortgage servicing rights, other real estate owned and deferred tax asset accounts are described in our 2012 Form 10-K.  There have been no significant changes in the Company’s application of accounting policies since December 31, 2012.

 
33

 

Comparison of Financial Condition at June 30, 2013 and December 31, 2012
 
General.   Total assets increased by $28.6 million, or 7.5% to $409.6 million at June 30, 2013 from $381.0 million at December 31, 2012.  This increase was primarily the result of a $32.0 million, or 9.9% increase in our net loan portfolio and a $3.7 million, or 50.6% increase in the cash surrender value of bank-owned life insurance partially offset by a $5.9 million or 25.9% decrease in available for sale securities and a $1.3 million or 52.5% decrease in OREO and other repossessed assets.  Asset growth was funded by a $7.4 million increase in deposits, an $18.7 million increase in FHLB advances and a $2.0 million increase in shareholders’ equity primarily as a result of net income.
 
Cash and Securities.  Cash, cash equivalents and our available-for-sale securities in the aggregate decreased by $6.9 million, or 19.4%, to $28.7 million at June 30, 2013.  Cash and cash equivalents decreased by $967,000, or 7.6%, to $11.8 million at June 30, 2013, as excess cash balances were used to fund loans and bank-owned life insurance.  Available-for-sale securities, which consist primarily of agency mortgage-backed securities, decreased by $5.9 million, or 25.9%, from $22.9 million at December 31, 2012 to $17.0 million at June 30, 2013.
 
At June 30, 2013, our available-for-sale securities portfolio consisted of $2.7 million of non-agency mortgage-backed securities.  These securities present a higher credit risk than U.S. agency mortgage-backed securities, of which we had $14.3 million at June 30, 2013.  In order to monitor the increased risk, management receives and reviews a credit surveillance report from a third party quarterly, which evaluates these securities based on a number of factors, including its credit scores, loan-to-value ratios, geographic locations, delinquencies and loss histories of the underlying mortgage loans.  This analysis is prepared in order to project future losses based on various home price depreciation scenarios over a three-year horizon.  Based on these reports, management ascertains the appropriate value for these securities and, during the six months ended June 30, 2013, recorded an other-than-temporary impairment charge of $30,000 on one of these non-agency securities.  Please see Note 4 – Investments in the Notes to Consolidated Financial Statements under Item 1 of this report.  The current market environment significantly limits our ability to mitigate our exposure to value changes in these more risky securities by selling them, and we do not anticipate these conditions to change significantly throughout the year.  Accordingly, if the market and economic environment impacting the loans supporting these securities continues to deteriorate, we could determine that an other-than-temporary impairment must be recorded on these securities, as well as on any other securities in our portfolio.  As a result, our future earnings, equity, regulatory capital and ongoing operations could be materially adversely affected.
 
Loans.  Our total loan portfolio, including loans held for sale, increased $32.6 million, or 9.9%, from $329.3 million at December 31, 2012 to $361.9 million at June 30, 2013.  Loans held for sale increased from $1.7 million at December 31, 2012 to $2.1 million at June 30, 2013, reflecting primarily the timing of transactions and increase in refinancing transaction volume.
 
The following table reflects the changes in the types of loans in our portfolio at June 30, 2013, as compared to December 31, 2012:
   
June 30, 2013
   
December 31, 2012
   
Amount
Change
   
Percent
Change
 
   
(Dollars in thousands)
 
One-to-four-family
  $ 103,484     $ 95,784     $ 7,700       8.0 %
Home equity
    35,055       35,364       (309 )     (0.9 )%
Commercial and multifamily
    149,157       133,620       15,537       11.6  
Construction and land
    38,409       25,458       12,951       50.9  
Manufactured homes
    14,682       16,232       (1,550 )     (9.5 )
Other consumer
    9,265       8,650       615       7.1  
Commercial business
    11,802       14,193       (2,391 )     (16.8 )
Total loans
  $ 361,854     $ 329,301     $ 32,553       9.9 %

The most significant change in our loan portfolio were a result of increases in commercial and multifamily consistent with our operating strategy of increasing these higher yielding loans as a percentage of our assets  and maintaining the diversification of our loan portfolio.  Construction and land loans increased primarily a result of increased demand for new homes, reflecting the improvement in the housing market in the communities we serve.  We work with a small number of well-established single family home builders in our market areas.  Management monitors our exposure on construction loans closely and a third party evaluates each project’s percentage of completion before any draw is allowed.  The increase in our one- to four- family loans was primarily a result of increases in jumbo mortgage loans and other portfolio one-to four- family mortgage loans.  The loan portfolio remains well-diversified with commercial real estate loans accounting for 41.5% of the portfolio, of which 25.4% were owner-occupied. Residential real estate loans accounted for 28.2% of the portfolio. Home equity, manufactured and other consumer loans accounted for 16.4% of the portfolio. Construction and land accounted for 10.7% of the portfolio and commercial business loans accounted for the remaining 3.3% of total loans at June 30, 2013.
 
Mortgage Servicing Rights.  At June 30, 2013, we had $2.7 million in mortgage servicing rights recorded at fair value compared to $2.3 million at December 31, 2012.  The increase was the result of a 10 basis point increase in the estimated market value of the portfolio during the six month period from 63 basis points at December 31, 2012 to 73 basis points at June 30, 2013 primarily as a result of the increase in long-term mortgage rates slowing prepayment speeds.  We record mortgage servicing rights on loans sold to Fannie Mae with servicing retained and upon acquisition of a servicing portfolio.  We stratify our capitalized mortgage servicing rights based on the type, term and interest rates of the underlying loans.  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.
 
 
34

 
 
Nonperforming Assets.  At June 30, 2013, our nonperforming assets totaled $3.1 million, or 0.75% of total assets, compared to $6.4 million, or 1.68% of total assets at December 31, 2012.
 
The table below sets forth the amounts and categories of nonperforming assets in our loan portfolio at the dates indicated:
 
   
Nonperforming Assets
 
   
At
June
30, 2013
   
At December 31, 2012
   
Amount
Change
   
Percent
Change
 
   
(Dollars in thousands)
 
Nonaccrual loans
  $ 1,481     $ 3,003     $ (1,522 )     (50.7 )%
Accruing loans 90 days or more delinquent
    -       81       (81 )     (100.0 )
Nonperforming restructured loans
    387       828       (501 )     (60.5 )
OREO and repossessed assets
    1,190       2,503       (1,313 )     (52.5 )
Total nonperforming assets
  $ 3,058     $ 6,415     $ (3,417 )     (53.3 )%

Nonperforming loans to total loans decreased to 0.52% of total loans at June 30, 2013 from 1.19% at December 31, 2012.  This decrease reflects a $2.1 million decrease in nonperforming loans during the six month period ended June 30, 2013.  Our largest nonperforming loans at June 30, 2013 consisted of a $248,000 home equity loan and a $238,000 commercial real estate loan secured by property located in Clallam County, Washington and a $230,000 commercial real estate loan secured by property located in Pierce County, Washington.
 
OREO and repossessed assets decreased during the six months ended June 30, 2013 primarily due to improving economic conditions in our market and our continued focus on credit administration.  During the six months ended June 30, 2013, we repossessed six personal residences, one commercial land development and five manufactured homes.  We sold four personal residences, two commercial land developments and seven manufactured homes at an aggregate loss of $776,000.  Our largest OREO at June 30, 2013, consisted of a one- to four- family home with a recorded value of $243,000 located in Clallam County, Washington.  Our next largest OREO properties were a $197,000 one- to four- family home located in Clallam County, Washington and a $179,000 one- to four- family home located in Dayton, Washington.
 
Allowance for Loan Losses.  The allowance for loan losses is maintained to cover losses that are probable and can be estimated on the date of evaluation in accordance with generally accepted accounting principles in the United States.  It is our best estimate of probable incurred credit losses in our loan portfolio.
 
Our allowance for loan losses at June 30, 2013 was $4.1 million, or 1.15% of total loans receivable, compared to $4.2 million, or 1.30% of total loans receivable at December 31, 2012.  The $119,000, or 2.8% decrease in the allowance for loan losses reflects the $700,000 provision for loan losses established during the six months ended June 30, 2013 as a result of the growth in our loan portfolio offset by decreasing loan charge-offs and nonperforming loans during this period.
 
The following table reflects the adjustments in our allowance during the periods indicated:
 
   
Six Months Ended June 30,
 
   
2013
   
2012
 
   
(Dollars in thousands)
 
Balance at beginning of period
  $ 4,248     $ 4,455  
Charge-offs
    (873 )     (2,851 )
Recoveries:
    54       245  
Net charge-offs
    (819 )     (2,606 )
Provisions charged to operations
    700       2,600  
Balance at end of period
  $ 4,129     $ 4,449  
                 
Ratio of net charge-offs during the period to average loans outstanding during the period
    0.48 %     1.35 %
Allowance as a percentage of nonperforming loans
    221.04 %     65.65 %
Allowance as a percentage of total loans (end of period)
    1.15 %     1.45 %
 
Specific loan loss reserves decreased $394,000 while general loan loss reserves increased $275,000 at June 30, 2013, compared to the prior year end.  Net charge-offs for the six months ended June 30, 2013 were $819,000, or 0.47% of average loans on an annualized basis, compared to $2.6 million, or 1.35% of average loans for the same period in 2012.  The decrease in net charge-offs was primarily due to the slightly improving economic conditions in our market area and continued credit administration efforts.  As of June 30, 2013, the allowance for loan losses as a percentage of total loans receivable and nonperforming loans was 1.15% and 221.04%, respectively, compared to 1.45% and 65.65%, respectively, at December 31, 2012.  The allowance for loan losses as a percentage of total loans receivable decreased due to the increase in our loan portfolio during the period.  The allowance for loan losses as a percentage of nonperforming loans increased due to the decrease in nonperforming loans.
 
 
35

 
 
Deposits.  Total deposits increased by $7.4 million, or 2.4%, to $319.5 million at June 30, 2013 from $312.1 million at December 31, 2012, primarily as a result of a $9.2 million or 6.8% increase in certificates.  NOW accounts decreased $574,000, or 2.0%, saving accounts decreased $246,000, or 0.9%, and escrow accounts decreased $520,000.  Money market accounts increased $311,000, or 0.4%, and noninterest checking decreased $744,000, or 2.4%.  The increases were primarily a result of various marketing efforts during the period as we continued our emphasis on attracting relatively low-cost core deposit accounts.  The decrease in savings and demand accounts was primarily of result of customers placing these funds in certificate accounts or other higher yielding investments.
 
A summary of deposit accounts with the corresponding weighted average cost of funds is presented below:
 
   
As of June 30, 2013
   
As of December 31, 2012
 
   
Amount
   
Wtd. Avg.
Rate
   
Amount
   
Wtd. Avg.
Rate
 
   
(In thousands)
         
(In thousands)
       
Checking (noninterest)
  $ 30,683       0.00 %   $ 31,427       0.00 %
NOW (interest)
    27,966       0.17       28,540       0.10  
Savings
    26,928       0.13       27,174       0.08  
Money market
    86,460       0.31       86,149       0.32  
Certificates
    144,190       1.14       134,986       1.33  
Escrow
    3,287       0.00       3,807       0.00  
     Total deposits
  $ 319,514       0.62 %   $ 312,083       0.69 %
 
Borrowings.  FHLB advances increased $18.7 million, or 85.4%, to $40.5 million at June 30, 2013, with a weighted-average cost of 0.59%, from $21.9 million at December 31, 2012, with a weighted-average cost of 1.12%.  We rely on FHLB advances to fund interest-earning assets when deposits alone cannot fully fund interest-earning asset growth.  This reliance on borrowings, rather than deposits, may increase our overall cost of funds.
 
Stockholders’ Equity.  Total stockholders’ equity increased $2.0 million, or 4.7%, to $45.5 million at June 30, 2013.  This increase primarily reflects $1.9 million in net income.
 
Comparison of Results of Operation for the Three and Six Months Ended June 30, 2013 and 2012
 
General. Net income increased $549,000 to $1.1 million for the three months ended June 30, 2013, compared to $593,000 for the three months ended June 30, 2012.  Net income increased $800,000 to $1.9 million for the six months ended June 30, 2013, compared to $1.1 million for the six months ended June 30, 2012.  The primary reasons for the improvement in comparative periods was a decrease in the provision for loan losses and increased interest income.
 
Interest Income.  Interest income increased by $288,000, or 6.3%, to $4.9 million for the three months ended June 30, 2013, from $4.6 million for the three months ended June 30, 2012.  Interest income increased $361,000, or 3.9%, to $9.5 million for the six months ended June 30, 2013, from $9.2 million for the six months ended June 30, 2012.  The increase in interest income for both periods primarily reflected the increase in the average balance of interest-earning assets, in particular our average balance of loans receivable which outpaced the decline in the weighted average yield on our interest-earning assets during the three and six months ended June 30, 2013 as compared to the same period last year.
 
Our weighted average yield on interest-earning assets was 5.27% and 4.99% for the three and six months ended June 30, 2013, respectively, compared to 6.01% and 6.02% for the three and six months ended June 30, 2012, respectively.  The weighted average yield on loans decreased to 5.60% and 5.48% for the three and six months ended June 30, 2013, respectively, from 5.89% and 6.00% for the three and six months ended June 30, 2012.  The average balance of net loans receivable increased $44.9 million, or 15.1% for the three months ended June 30, 2013 as compared to the same period last year.  The average balance of net loans receivable increased $40.2 million, or 13.6% for the six months ended June 30, 2013 as compared to the same period last year.  The weighted average yield on available-for-sale securities (excluding OTTI) was 1.04% and 1.81% for the three and six months ended June 30, 2013, respectively, compared to 8.14% and 7.86% for the three and six months ended June 30, 2012,respectively, reflecting higher average balances of agency mortgage-backed securities, which produced a much lower yield than the non-agency mortgage-backed securities.  The average balance of available-for-sale securities increased $14.3 million or 345.8% for the three months ended June 30, 2013 as compared to the same period last year.  The average balance of available-for-sale securities increased $16.3 million, or 461.9% for the six months ended June 30, 2013 as compared to the same period last year.
 
 
36

 
 
Interest Expense.  Interest expense decreased $44,000, or 7.5%, to $544,000 for the three months ended June 30, 2013, from $588,000 for the three months ended June 30, 2012.  Interest expense decreased $75,000, or 6.3%, to $1.1 million for the six months ended June 30, 2013, from $1.2 million for the six months ended June 30, 2012.  These decreases reflects overall lower interest rates paid on deposits and FHLB advances notwithstanding an increase in the average balances of deposits and FHLB advances during the periods.  Our weighted average cost of interest-bearing liabilities was 0.70% and 0.71% for the three and six months ended June 30, 2013, respectively, compared to 0.82% and 0.84% for the three and six months ended June 30, 2012, respectively.
 
Interest paid on deposits decreased $33,000, or 6.2%, to $498,000 for the three months ended June 30, 2013, from $531,000 for the three months ended June 30, 2012.  Interest paid on deposits decreased $77,000, or 7.2%, to $999,000 for the six months ended June 30, 2013, from $1.1 million for the six months ended June 30, 2012. These decreases resulted from decreases in the weighted average cost of deposits over the periods, which were partially offset by increases in the average balances of deposits outstanding in the periods.  We experienced a seven and eight basis point decrease in the average rate paid on deposits during the three and six months ended June 30, 2013, respectively compared to the same period in 2012.  This decrease in average rates was primarily a result of the re-pricing of matured certificates of deposit, most of which we were able to retain at lower rates.
 
Interest expense on borrowings decreased $11,000, or 19.3%, to $46,000 for the three months ended June 30, 2013 from $57,000 for the three months ended June 30, 2012.  The decrease was a result of a 218 basis point decrease in our cost of borrowings to 0.59% for the three months ended June 30, 2013 from 2.77% during the three months ended June 30, 2012.  This decrease was partially offset by the $23.2 million or 280.9% increase in the average balance of borrowings outstanding for the period.

Interest expense on borrowings increased $2,000, or 1.8%, to $114,000 for the six months ended June 30, 2013, from $112,000 for the six months ended June 30, 2012.  The increase was a result of a $22.0 million, or 263.7% increase in our average balance of outstanding borrowings at the FHLB which was partially offset by a 194 basis point decrease in our cost of borrowings which declined to 0.75% for the six months ended June 30, 2013 from 2.69 during the six months ended June 30, 2012 due to the maturity of higher rate fixed rate FHLB advances.
 
Net Interest Income.  Net interest income increased $332,000, or 8.3% to $4.3 million for the three months ended June 30, 2013, from $4.0 for the three months ended June 30, 2012.  Net interest income increased $436,000, or 5.5% to $8.4 million for the six months ended June 30, 2013, from $8.0 for the six months ended June 30, 2012.  The increases for both the three and six months ended June 30, 2013 primarily resulted from increased interest income due to higher average loan balances and to a lesser extent, lower rates paid on deposits and borrowings during these periods as compared to the same periods last year.  Our average yield on loans receivable decreased during the three and six months ended June 30, 2013 as compared to the same periods last year as new loan origination and adjustable rate loans repriced at a reduced yield due to the continued low rate environment.  Our net interest margin was 4.68% and 4.46% for the three and six months ended June 30, 2013, compared to 5.24% for both the three and six months ended June 30, 2012.
 
Provision for Loan Losses.   We establish provisions for loan losses, which are charged to earnings, at a level required to reflect management’s best estimate of the probable incurred credit losses in the loan portfolio.  In evaluating the level of the allowance for loan losses, management considers historical loss experience, the types of loans and the amount of loans in the loan portfolio, adverse situations that may affect borrowers’ ability to repay, estimated value of any underlying collateral, peer group data, prevailing economic conditions, and current factors.  Large groups of smaller balance homogeneous loans, such as one-to four-family, small commercial and multifamily, home equity and consumer loans, are evaluated in the aggregate using historical loss factors adjusted for current economic conditions and other relevant data.  Loans for which management has concerns about the borrowers’ ability to repay, are evaluated individually, and specific loss allocations are provided for these loans when necessary.
 
A provision of $450,000 and $700,000 was made during the three and six months ended June 30, 2013, respectively, compared to a provision of $1.1 million and $2.6 million during the three and six months ended June 30, 2012, respectively.  The reduced provision primarily reflects declines in loan charge-offs and nonperforming loans.  Although the amount of our nonperforming assets and loan charge-offs have declined significantly over the last year, we believe that higher than historical levels of nonperforming assets and charge-offs will continue until the housing market, unemployment, and general economic market conditions further recover in our market area.
 
For the three months ended June 30, 2013, the annualized percentage of net charge-offs to average loans decreased 81 basis points to 0.54% from 1.35% for the three months ended June 30, 2012.  For the six months ended June 30, 2013, the annualized percentage of net charge-offs to average loans decreased 88 basis points to 0.47% from 1.35% for the six months ended June 30, 2012.  The ratio of nonperforming loans to total loans decreased to 0.56% at June 30, 2013 from 2.21% at June 30, 2012..

 
37

 

Noninterest Income.  Noninterest income increased $572,000, or 72.8% to $1.4 million for the three months ended June 30, 2013, as compared to $786,000 for the three months ended June 30, 2012 as reflected below:
 
   
Three Months Ended
June 30,
   
Amount
   
Percent
 
   
2013
   
2012
   
Change
   
Change
 
   
(Dollars in thousands)
 
Service charges and fee income
  $ 551     $ 513     $ 38       7.4 %
Earnings on cash surrender value of BOLI
    74       52       22       42.3  
Mortgage servicing income
    184       21       163       776.2  
Fair value adjustment on mortgage servicing rights
    250       (76 )     326       (428.9 )
Other-than-temporary impairment losses
    (11 )     (32 )     21       (65.6 )
Net gain on sale of loans
    310       308       2       0.6  
Total noninterest income
  $ 1,358     $ 786     $ 572       72.8 %

The fair value adjustment on mortgage servicing rights and increase in mortgage servicing income was positively impacted primarily due to slower prepayment speeds and growth in the mortgage servicing portfolio during the current three month period.  We sold $25.3 million and $14.5 million of loans to Fannie Mae during the three months ended June 30, 2013 and 2012, respectively.  The decrease in OTTI was a result of improving credit trends in the Company’s non-agency mortgage-backed securities.  The increase in earnings on cash surrender value of bank-owned life insurance was primarily a result of additional earnings as a result of a $3.5 million purchase of BOLI in the first quarter of 2013.
 
Noninterest income increased $600,000, or 28.2% to $2.7 million for the six months ended June 30, 2013, as compared to $2.1 million for the six months ended June 30, 2012 as reflected below:
 
   
Six Months Ended
June 30,
   
Amount
   
Percent
 
   
2013
   
2012
   
Change
   
Change
 
   
(Dollars in thousands)
 
Service charges and fee income
  $ 1,149     $ 1,064     $ 85       8.0 %
Earnings on cash surrender value of BOLI
    153       118       35       29.7  
Mortgage servicing income
    311       199       112       56.3  
Fair value adjustment on mortgage servicing rights
    385       308       77       25.0  
Other-than-temporary impairment losses
    (30 )     (124 )     94       (75.8 )
Net gain on sale of loans
    756       559       197       35.2  
Total noninterest income
  $ 2,724     $ 2,124     $ 600       28.2 %

The fair value adjustment on mortgage servicing rights and increase in mortgage servicing income was positively impacted primarily due to slower prepayment speeds and growth in the mortgage servicing portfolio during the current six month period.  The gain on sale of loans increased as a result of more loans originated and sold to Fannie Mae during the six months ended June 30, 2013 at more favorable rates for the majority of the period as compared to the same period last year.  We sold $47.3 million and $32.4 million of loans to Fannie Mae during the six months ended June 30, 2013 and 2012, respectively.  Refinancing activity was particularly significant in 2012 and in the six months ended June 30, 2013, leading to meaningful increases in loans originated for sale, however, the recent rise in mortgage interest rates may result in lower refinancing activity and gain on sale of loans in the future.  The decrease in OTTI was a result of improving credit trends in the Company’s non-agency mortgage-backed securities.  The increase in earnings on cash surrender value of bank-owned life insurance was primarily a result of additional earnings as a result of a $3.5 million purchase of BOLI in the first quarter of 2013.
 
Noninterest Expense.  Noninterest expense increased $741,000, or 26.2%, to $3.6 million during the three months ended June 30, 2013 as compared to $2.8 million during the three months ended June 30, 2012, as reflected below:
 
   
Three Months Ended
June 30,
   
Amount
   
Percent
 
   
2013
   
2012
   
Change
   
Change
 
   
(Dollars in thousands)
 
Salaries and benefits
  $ 1,705     $ 1,423     $ 282       19.8 %
Operations
    991       728       263       36.1  
Regulatory assessments
    82       99       (17 )     (17.2 )
Occupancy
    309       294       15       5.1  
Data processing
    318       262       56       21.4  
Losses and expenses on OREO and repossessed assets
    164       22       142       645.5  
Total noninterest expense
  $ 3,569     $ 2,828     $ 741       26.2 %
 

 
 
38

 
 
Salaries and benefits expense increased during the three months ended June 30, 2013 primarily due to increased loan production by commission-based loan officers and from a modest increase in full time equivalent employees (“FTEs”) since June 30, 2012.  Operations expense increased primarily due to a $177,000 recourse provision for loans sold and higher education and training expenses during the three months ended June 30, 2013 in an effort to expand our investment in knowledge and core competencies of our employees.  Although our loans are generally sold without recourse, other than standard representations and warranties, we may have to repurchase a loan sold to Fannie Mae if it is determined that the loan does not meet their credit requirements, or if one of the parties involved in the loan misrepresented pertinent facts, committed fraud, or if the loan were 90 days past due within 120 days of the loan funding date.  In light of our increased loan sales during 2012 and 2013, a recourse provision was initially established during the first quarter of 2013 to provide for estimated loan repurchases.  There was no recourse provision in 2012.  Regulatory assessments were lower due to a decrease in FDIC insurance assessments as a result of a reduction in the Bank’s FDIC assessment rate as well as a change in the assessment base from total deposits to average total assets less tangible equity.  In addition, these expenses were lower due to the Bank’s change from a national to state charter and related switch to the Washington State Department of Financial Institutions as the Bank’s primary regulator.  Losses and expenses on OREO and repossessed assets increased during the three months ended June 30, 2013 primarily due to the the sale of two commercial land developments during the three months ended June 30, 2013.
 
Noninterest expense increased $1.7 million, or 29.9%, to $7.6 million during the six months ended June 30, 2013 as compared to $5.8 million during the six months ended June 30, 2012, as reflected below:
 
   
Six Months Ended
June 30,
   
Amount
   
Percent
 
   
2013
   
2012
   
Change
   
Change
 
   
(Dollars in thousands)
 
Salaries and benefits
  $ 3,392     $ 2,705     $ 687       25.4 %
Operations
    1,958       1,310       648       49.5  
Regulatory assessments
    182       221       (39 )     (17.6 )
Occupancy
    608       604       4       0.7  
Data processing
    606       505       101       20.0  
Losses and expenses on OREO and repossessed assets
    838       492       346       70.3  
Total noninterest expense
  $ 7,584     $ 5,837     $ 1,747       29.9 %
 
Salaries and benefits expense increased during the six months ended June 30, 2013 primarily due to increased loan production by commission-based loan officers and from a modest increase in full time equivalent employees (“FTEs”) since June 30, 2012.  Operations expense increased primarily due to a $408,000 recourse provision for loans sold and higher education and training expenses during the six months ended June 30, 2013 in an effort to expand our investment in knowledge and core competencies of our employees.  Although our loans are generally sold without recourse, other than standard representations and warranties, we may have to repurchase a loan sold to Fannie Mae if it is determined that the loan does not meet their credit requirements, or if one of the parties involved in the loan misrepresented pertinent facts, committed fraud, or if the loan were 90 days past due within 120 days of the loan funding date.  In light of our increased loan sales during 2012 and 2013, a recourse provision was initially established during the first quarter of 2013 to provide for estimated loan repurchases.  There was no recourse provision in 2012.  Regulatory assessments were lower due to a decrease in FDIC insurance assessments as a result of a reduction in the Bank’s FDIC assessment rate as well as a change in the assessment base from total deposits to average total assets less tangible equity.  In addition, these expenses were lower due to the Bank’s change from a national to state charter and related switch to the Washington State Department of Financial Institutions as the Bank’s primary regulator.  Losses and expenses on OREO and repossessed assets increased during the six months ended June 30, 2013 primarily due to the sale of two commercial land developments during the six months ended June 30, 2013.
 
Income Tax Expense.   For the three months ended June 30, 2013, we had income tax expense of $539,000 on our pre-tax income as compared to $275,000 for the three months ended June 30, 2012.  The effective tax rates for the three months ended June 30, 2013 and 2012 were 32.1% and 31.7%, respectively.  For the six months ended June 30, 2013, we had income tax expense of $910,000 on our pre-tax income as compared to $520,000 for the six months ended June 30, 2012.  The effective tax rates for the six months ended June 30, 2013 and 2012 were 31.9% and 31.3%, respectively.
 
 
39

 


Liquidity

The Management Discussion and Analysis in Item 7 of the Company’s 2012 Form 10-K contains an overview of the Company’s and the Bank’s liquidity management, sources of liquidity and cash flows.  This discussion updates that disclosure for the six months ended June 30, 2013.
 
The Bank’s primary sources of funds are deposits, principal and interest payments on loans and borrowings.  While maturities and scheduled amortization of loans are a predictable source of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions and competition.  The Bank’s primary investing activity is loan originations.  The Bank maintains liquidity levels it believes to be adequate to fund loan commitments, investment opportunities, deposit withdrawals and other financial commitments.  At June 30, 2013, the Bank had $28.7 million in cash and investment securities available for sale and $2.1 million in loans held for sale generally available for its cash needs.  Also, based on existing collateral pledged, the Bank had the ability to borrow an additional $39.5 million in Federal Home Loan Bank advances, $13.3 million through the Federal Reserve’s Discount Window and $2.0 million through Pacific Coast Banker’s Bank.  The Bank uses these sources of funds primarily to meet ongoing commitments, pay maturing deposits and fund withdrawals, and to fund loan commitments.  At June 30, 2013, outstanding loan commitments, including unused lines and letters of credit totaled $61.8 million.  Certificates of deposit scheduled to mature in one year or less at June 30, 2013, totaled $86.0 million.  Based on our competitive pricing, we believe that a majority of maturing deposits will remain with the Bank.

As disclosed in our Condensed Consolidated Statements of Cash Flows in Item 1 of this Quarterly Report on Form 10-Q, cash and cash equivalents decreased $967,000 to $11.8 million as of June 30, 2013, from $12.7 million as of December 31, 2012.  Net cash provided by operating activities was $3.2 million for the six months ended June 30, 2013.  Net cash of $30.1 million was used in investing activities during the six months ended June 30, 2013 and consisted principally of loan originations, net of principal repayments and purchases of BOLI.  The $25.9 million of cash provided by financing activities during the six months ended June 30, 2013 primarily consisted of $7.4 million net increase in deposits and $18.7 million in FHLB advances.

As a separate legal entity from the Bank, the Company must provide for its own liquidity.  At June 30, 2013, the Company, on an unconsolidated basis, had $4.0 million in cash, interest-bearing deposits and liquid investments generally available for its cash needs.  The Company’s principal source of liquidity is dividends from the Bank.

Except as set forth above, management is not aware of any trends, events, or uncertainties that will have, or that are reasonably likely to have a material impact on liquidity, capital resources or operations.

Off-Balance Sheet Activities
 
In the normal course of operations, we engage 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 customers’ requests for funding and take the form of loan commitments and lines of credit.  For the six months ended June 30, 2013, we engaged in no off-balance sheet transactions likely to have a material effect on our financial condition, results of operations or cash flows.
 
A summary of our off-balance sheet loan commitments at June 30, 2013, is as follows (in thousands):
 
Off-balance sheet loan commitments:
 
At
June 30,
2013
 
Residential mortgage commitments
  $ 9,560  
Undisbursed portion of loans closed
    23,799  
Unused lines of credit
    27,903  
Irrevocable letters of credit
    523  
     Total loan commitments
  $ 61,785  


 
40

 


Capital
 
Sound Community Bank is subject to minimum capital requirements imposed by regulations of the FDIC.  Based on its capital levels at June 30, 2013, Sound Community Bank exceeded these requirements as of that date.  Consistent with our goals to operate a sound and profitable organization, our policy is for Sound Community Bank to maintain a “well-capitalized” status under the regulatory capital categories of the FDIC.  Based on capital levels at June 30, 2013, Sound Community Bank was considered to be well-capitalized under applicable regulatory requirements.  Management monitors the capital levels to provide for current and future business opportunities and to maintain Sound Community Bank’s “well-capitalized” status.

The actual regulatory capital amounts and ratios calculated for Sound Community Bank at June 30, 2013 were as follows (dollars in thousands):

         
To Be Well Capitalized
     
For Capital
 
Under Prompt Corrective
 
Actual
 
Adequacy Purposes
 
Action Provisions
 
Amount
 
Ratio
 
Amount
 
Ratio
 
Amount
 
Ratio
As of June 30, 2013
                     
Tier 1 Capital to average assets
$  40,438
 
10.22%
 
$  15,830
4.0%
 
$  19,788
5.0%
Tier 1 Capital to risk-weighted assets
$  40,438
 
12.90%
 
$  12,537
4.0%
 
$  18,806
6.0%
Total Capital to risk-weighted assets
$  44,358
 
14.15%
 
$  25,074
8.0%
 
$  31,343
10.0%


 
41

 

Item 3.    Quantitative and Qualitative Disclosures About Market Risk
 
The Company provided information about market risk in Item 7A of its 2012 Form 10-K.  There have been no material changes in our market risk since our 2012 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 June 30, 2013, was carried out under the supervision and with the participation of the Company's Chief Executive Officer, Chief Financial Officer and several other members of the Company's senior management. The Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2013, 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 Chief Executive Officer and the Chief Financial Officer) in a timely manner, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
 
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 error or mistake. 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 six months ended June 30, 2013, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
 
42

 

PART II OTHER INFORMATION
 
Item 1    Legal Proceedings

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

Item 1A Risk Factors

Not required; the Company is a smaller reporting company.
 
Item 2    Unregistered Sales of Equity Securities and use of Proceeds

Nothing to report.

Item 3     Defaults Upon Senior Securities

Nothing to report.

Item 4      Mine Safety Disclosures

Not Applicable

Item 5.     Other Information
 
Nothing to report.
 
 
43

 

EXHIBIT INDEX
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
Bylaws 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))
4.0
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))
10.1
Employment Agreement by and between Sound Community Bank and Laura Lee Stewart (incorporated herein by reference to the Registration Statement on Form SB-2 filed with the SEC on September 20, 2007 (File No. 333-146196))
10.2
Executive Long Term Compensation Agreement effective August 14, 2007 by and between Sound Community Bank and Laura Lee Stewart (incorporated herein by reference to the Registration Statement on Form SB-2 filed with the SEC on September 20, 2007 (File No. 333-146196))
10.3
Amendment to Freeze Benefit Accruals Under the Executive Long Term Compensation Agreement effective August 14, 2007, by and between Sound Community Bank (incorporated herein by reference to the Current Report on Form 8-K filed with the SEC on January 5, 2012 (File No. 000-52889))
10.4
Supplemental Executive Long Term Compensation Agreement effective December 31, 2011 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 5, 2012 (File No. 000-52889))
10.5
Confidentiality, Non-Competition and Non-Solicitation Agreement  by and between Sound Community Bank and Laura Lee Stewart (incorporated herein by reference to the Report on Form 8-K filed with the SEC on January 5, 2012 (File No. 000-52889)) 
10.6
Employment Agreement by and between Sound Community Bank and Matthew Deines (incorporated herein by reference to the Current Report on Form 8-K filed with the SEC on November 5, 2009 (File No. 000-52889)) 
10.7
Employment Agreement by and between Sound Community Bank and Matthew Moran (incorporated herein by reference to the Current Report on Form 8-K filed with the SEC on November 5, 2009 (File No. 000-52889)) 
10.8
Addendums to the Employment Agreements by and between Sound Community Bank and each of Matthew Deines and Matthew Moran (incorporated herein by reference to the Current Report on Form 8-K filed with the SEC on January 3, 2012 (File No. 000-52889)) 
10.9
Summary of Director Board Fee Arrangements (incorporated herein by reference to the Annual Report on Form 10-K filed with the SEC on March 31, 2011 (File No. 000-52889))
10.10
Sound Financial Bancorp, Inc. 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))
10.11
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))
10.12
Summary of Annual Bonus Plan (incorporated herein by reference to the Registration Statement on Form SB-2 filed with the SEC on September 20, 2007 (File No. 333-146196))
11
Statement re computation of per share earnings (See Note 9 of the Notes to Condensed Consolidated Financial Statements contained in this Quarterly Report on Form 10-Q.)
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
Interactive Data Files*
¯         In accordance with Rule 406T of Regulation S-T, these interactive data files are deemed not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are not deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to        liability under those section.
 
 
44

 

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:  August 15, 2013
By:
/s/  Laura Lee Stewart
 
   
Laura Lee Stewart
 
   
President and Chief Executive Officer
 
       
       
       
Date:  August 15, 2013
By:
/s/  Matthew P. Deines
 
   
Matthew P. Deines
 
   
Executive Vice President and Chief Financial Officer