Forward-Looking Statements

This report contains forward-looking statements, which can be identified by the use of words such as "believes," "expects," "anticipates," "estimates," or similar expressions. Forward-looking statements include, but are not limited to:

? statements of our goals, intentions, and expectations;

? statements regarding our business plans, prospects, growth, and operating

strategies;

? statements regarding the quality of our loan and investment portfolios; and

? estimates of our risks and future costs and benefits.

These forward-looking statements are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by the forward-looking statements due to, among others, the following factors:

the effect of the COVID-19 pandemic, including on the Company' credit quality

and business operations, as well as its impact on general economic and ? financial market conditions and other uncertainties resulting from the COVID-19

pandemic, such as the extent and duration of the impact on public health, the

U.S. and global economies, and consumer and corporate customers, including

economic activity, employment levels and market liquidity;

? general economic conditions either nationally or in our market area, that are

worse than expected;

the credit risks of lending activities, including changes in the level and ? trend of loan delinquencies, write offs, changes in our allowance for loan

losses, and provision for loan losses that may be impacted by deterioration in

the housing and commercial real estate markets;

? secondary market conditions and our ability to originate loans for sale and

sell loans in the secondary market;

? fluctuations in the demand for loans, the number of unsold homes, land and

other properties, and fluctuations in real estate values in our market area;

staffing fluctuations in response to product demand or the implementation of ? corporate strategies that affect our workforce and potential associated

charges;

the use of estimates in determining fair value of certain of our assets, which ? estimates may prove to be incorrect and result in significant declines in

valuation;

? changes in the interest rate environment that reduce our interest margins or

reduce the fair value of financial instruments;

uncertainty regarding the future of the London Interbank Offered Rate ? ("LIBOR"), and the potential transition away from LIBOR toward new interest

rate benchmarks;

? increased competitive pressures among financial services companies;

our ability to execute our plans to grow our residential construction lending, ? our home lending operations, our warehouse lending, and the geographic

expansion of our indirect home improvement lending;

? our ability to attract and retain deposits;

our ability to successfully integrate any assets, liabilities, customers, ? systems, and management personnel we may in the future acquire into our

operations and our ability to realize related revenue synergies and cost

savings within expected time frames and any goodwill charges related thereto;

? our ability to control operating costs and expenses;

? our ability to retain key members of our senior management team;

? changes in consumer spending, borrowing, and savings habits;

? our ability to successfully manage our growth;

legislative or regulatory changes that adversely affect our business, including

the effect of the Dodd-Frank Wall Street Reform and Consumer Protection Act of ? 2010, changes in regulation policies and principles, an increase in regulatory

capital requirements or change in the interpretation of regulatory capital or

other rules, including as a result of Basel III;

? adverse changes in the securities markets;

changes in accounting policies and practices, as may be adopted by the bank ? regulatory agencies, the Public Company Accounting Oversight Board or the

Financial Accounting Standards Board ("FASB");

? costs and effects of litigation, including settlements and judgments;




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disruptions, security breaches, or other adverse events, failures, or ? interruptions in, or attacks on, our information technology systems or on the

third-party vendors who perform several of our critical processing functions;

? inability of key third-party vendors to perform their obligations to us; and

other economic, competitive, governmental, regulatory, and technical factors

affecting our operations, pricing, products, and services, including the ? potential effects of the CARES Act, and other risks described elsewhere in this

Form 10-Q and our other reports filed with the U.S. Securities and Exchange

Commission ("SEC"), including our Annual Report on Form 10-K for the year ended

December 31, 2019.




Any of the forward-looking statements made in this Form 10-Q and in other public
statements may turn out to be wrong because of inaccurate assumptions we might
make, because of the factors illustrated above or because of other factors that
we cannot foresee. Forward-looking statements are based upon management's
beliefs and assumptions at the time they are made. The Company undertakes no
obligation to update or revise any forward-looking statement included in this
report or to update the reasons why actual results could differ from those
contained in such statements, whether as a result of new information, future
events or otherwise. In light of these risks, uncertainties and assumptions, the
forward-looking statements discussed in this report might not occur and you
should not put undue reliance on any forward-looking statements.

Highlights in Response to the COVID-19 Pandemic

Due to the current global situation surrounding the COVID-19 pandemic, the Company is offering a variety of relief options designed to support our customers and the communities we serve.



Paycheck Protection Program ("PPP") Participation.  The Coronavirus Aid, Relief
and Economic Security Act, or CARES Act, was signed into law on March 27, 2020,
and authorized the Small Business Administration ("SBA") to temporarily
guarantee loans under a loan program called the Paycheck Protection Program, or
PPP.  The goal of the PPP was to avoid as many layoffs as possible, and to
encourage small businesses to maintain payrolls.  As a qualified SBA lender, the
Company was automatically authorized to originate PPP loans upon commencement of
the program in April 2020. PPP loans have: (a) an interest rate of 1.0%, (b) a
two or five-year loan term to maturity, and (c) principal and interest payments
deferred for six months or less from the date of disbursement.  The SBA
guarantees 100% of the PPP loans made to eligible borrowers.  The entire
principal amount of the borrower's PPP loan, including any accrued interest, is
eligible to be forgiven and repaid by the SBA provided that certain criteria is
met by the borrower.  The PPP program concluded on August 8, 2020. The Company
has 471 PPP loans totaling $74.1 million as of September 30, 2020 for customers
who are small- to mid-size businesses as well as independent contractors, sole
proprietors and partnerships as allowed under the PPP guidance issued in April
2020. We have utilized the FRB's Paycheck Protection Program Liquidity Facility
("PPPLF"), pursuant to which the Company has pledged its PPP loans as collateral
at face value to obtain FRB non-recourse loans.  For additional information
regarding the PPPLF, see the discussion included in "Note 18 - COVID-19
Pandemic" to the Notes to Consolidated Financial Statements included in Part I.
Item 1 of this report.

Allowance for Loan Losses and Loan Modifications


The Company recorded a provision of $3.1 million and $11.4 million for the
quarter and nine months ended September 30, 2020, respectively, compared to
$573,000 and $2.2 million for the quarter and nine months ended September 30,
2019, respectively, due primarily to probable loan losses reflecting the adverse
impact of the  COVID-19 pandemic on the economy. According to the CARES Act and
related banking agency guidance, banks are not required to designate as TDRs the
modification of loans as a result of the COVID-19 pandemic, made on a good faith
basis to borrowers who were current, as defined under the CARES Act prior to any
relief. This includes short-term (e.g. less than six months) modifications such
as payment deferrals, fee waivers, extensions of repayment terms, or other
delays in payment that are insignificant.  Borrowers are considered current
under the CARES Act and related banking agency guidance if they are not more
than 30 days past due on their contractual payments as of December 31, 2019, or
prior to any relief, respectively, and have experienced financial difficulty as
a result of COVID-19. As of September 30, 2020, the amount of portfolio loans
remaining under payment/relief agreements includes commercial real estate loans
of $23.8 million, commercial business loans of $7.6 million, portfolio
one-to-four-family loans of $3.3 million, and consumer loans of $280,000. The
primary method of relief is to allow the borrower up to 90-days of interest only
payments and/or loan payment deferments, and, on a more limited basis, waived
interest, late fees, or interest only loan payments and suspended foreclosure

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proceedings. These modifications were not classified as TDRs at September 30,
2020 in accordance with the guidance of the CARES Act and related banking agency
guidance.  Loan modifications in accordance with the CARES Act and related
banking agency guidance are still subject to an evaluation in regard to
determining whether or not a loan is deemed to be impaired.

Branch Operations and Additional Client Support



We have taken various steps to ensure the safety of our customers and our
personnel.  The majority of our employees are working remotely or have flexible
work schedules, and we have established protective measures within our offices
to help ensure the safety of those employees who must work on-site.   The
Families First Coronavirus Response Act also provides additional flexibility to
our employees to help navigate their individual challenges with paid sick leave
or expanded family and medical leave for specified reasons related to COVID-19.
Since the termination of the stay-at-home order in Washington State and phased
re-opening of businesses, the Company has taken steps to resume more normal
branch activities with specific guidelines in place to ensure the safety of the
Company's customers and personnel. All of our branches are currently open.

Overdraft and fee reversals are waived on a case-by-case basis. We are cautious
when paying overdrafts beyond the client's total deposit relationship, overdraft
protection options or their overdraft coverage limits.

Overview

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

The Company is relationship-driven, delivering banking and financial services to
local families, local and regional businesses and industry niches within
distinct Western Washington communities, predominately, the Puget Sound area,
and one loan production office located in the Tri-Cities, Washington.

The Company also maintains its long-standing indirect consumer lending platform
which operates throughout the West Coast. The Company emphasizes long-term
relationships with families and businesses within the communities served,
working with them to meet their financial needs. The Company is also actively
involved in community activities and events within these market areas, which
further strengthens our relationships within those markets.

The Company focuses on diversifying revenues, expanding lending channels, and
growing the banking franchise. Management remains focused on building
diversified revenue streams based upon credit, interest rate, and concentration
risks. Our business plan remains as follows:

? Growing and diversifying our loan portfolio;

? Maintaining strong asset quality;

? Emphasizing lower cost core deposits to reduce the costs of funding our loan

growth;

Capturing our customers' full relationship by offering a wide range of products ? and services by leveraging our well-established involvement in our communities

and by selectively emphasizing products and services designed to meet our

customers' banking needs; and

? Expanding the Company's markets.




The Company is a diversified lender with a focus on the origination of
one-to-four-family loans, commercial real estate mortgage loans, second mortgage
or home equity loan products, consumer loans including indirect home improvement
("fixture secured") loans which also include solar-related home improvement
loans, marine lending, and commercial business loans. As part of our expanding
lending products, the Company experienced growth in residential mortgage and
commercial construction warehouse lending consistent with our business plan to
further diversify revenues.  Historically, consumer loans, in particular,
fixture secured loans had represented the largest portion of the Company's loan
portfolio and had traditionally been the mainstay of the Company's lending
strategy.  At both September 30, 2020 and 2019,

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consumer loans represented 24.0% of the Company's total gross loan portfolio.

In recent years, the Company has placed more of an emphasis on real estate lending products, such as one-to-four-family loans, commercial real estate loans, including speculative residential construction loans, as well as commercial business loans, while growing the current size of the consumer loan portfolio.


Fixture secured loans to finance window, gutter, siding replacement, solar
panels, pools, and other improvement renovations are a large and regionally
expanding segment of the consumer loan portfolio. These fixture secured consumer
loans are dependent on the Bank's contractor/dealer network of 100 active
dealers located throughout Washington, Oregon, California, Idaho, Colorado,
Arizona, Minnesota, and Nevada with four contractor/dealers responsible for
47.4% of the funded loans dollar volume for the three months ended September 30,
2020.  The Company funded $42.0 million, or approximately 2,000 loans during the
quarter ended September 30, 2020. The following table details fixture secured
loan originations by state for the periods indicated:


                         For the Nine Months Ended         For the Twelve Months Ended
                            September 30, 2020                  December 31, 2019
State                      Amount          Percent           Amount           Percent
Washington             $       58,589           42.4 %    $       66,834            41.9 %
Oregon                         36,158           26.1              43,036            27.0
California                     29,054           21.0              34,027            21.4
Idaho                           7,658            5.5               9,371             5.9
Colorado                        3,698            2.7               3,493             2.2
Arizona                         2,188            1.6               2,586             1.6
Minnesota                         592            0.4                   -               -
Nevada                            405            0.3                   -               -
Total consumer loans   $      138,342          100.0 %    $      159,347           100.0 %


The Company originates one-to-four-family residential mortgage loans through
referrals from real estate agents, financial planners, builders, and from
existing customers. Retail banking customers are also an important source of the
Company's loan originations. The Company originated $1.35 billion of
one-to-four-family loans which includes loans held for sale, loans held for
investment, and fixed seconds in addition to loans brokered to other
institutions of $7.0 million through the home lending segment during the nine
months ended September 30, 2020, of which $1.12 billion were sold to investors.
Of the loans sold to investors, $993.4 million were sold to the FNMA, FHLMC,
FHLB, and/or GNMA with servicing rights retained for the purpose of further
developing these customer relationships. At September 30, 2020,
one-to-four-family residential mortgage loans held for investment, which
excludes loans held for sale of $215.1 million, totaled $300.9 million, or
19.8%, of the total gross loan portfolio.

For the nine months ended September 30, 2020, there were higher volumes of
refinances and sales of one-to-four-family homes, compared to the prior years'
surge in construction loans due to lower housing inventories.  Residential
construction and development lending, while not as common as other options like
one-to-four-family loans, will continue to be an important element in our total
loan portfolio, and we will continue to take a disciplined approach by
concentrating our efforts on loans to builders and developers in our market
areas known to us. These short-term loans typically mature in six to twelve
months. In addition, the funding is usually not fully disbursed at origination,
thereby reducing our net loans receivable in the short-term.

The Company is significantly affected by prevailing economic conditions, as well
as government policies and regulations concerning, among other things, monetary
and fiscal affairs. Deposit flows are influenced by a number of factors,
including interest rates paid on time deposits, other investments, account
maturities, and the overall level of personal income and savings. Lending
activities are influenced by the demand for funds, the number and quality of
lenders, and regional economic cycles. Sources of funds for lending activities
include primarily deposits, including brokered deposits, borrowings, payments on
loans, and income provided from operations.

The Company's earnings are primarily dependent upon net interest income, the
difference between interest income and interest expense. Interest income is a
function of the balances of loans and investments outstanding during a given
period and the yield earned on these loans and investments. Interest expense is
a function of the amount of deposits and

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borrowings outstanding during the same period and interest rates paid on these
deposits and borrowings.  Because the length of the COVID-19 pandemic and the
efficacy of the extraordinary measures being put in place to address its
economic consequences are unknown, including the 150 basis point reductions in
the targeted federal funds rate in March 2020, until the pandemic subsides the
Company expects its net interest income and net interest margin will be
adversely affected in 2020 and possibly longer.

Another significant influence on the Company's earnings is fee income from
mortgage banking activities. The Company's earnings are also affected by the
provision for loan losses, service charges and fees, gains from sales of assets,
operating expenses and income taxes.  The Company recorded a provision of $11.4
million for the nine months ended September 30, 2020, compared to $2.2 million
for the same period one year ago, due primarily to the incurred but not yet
experienced probable loan losses reflecting credit deterioration due to the
adverse impact of the COVID-19 pandemic, the increase in the loan portfolio due
to organic growth, and net loan charge-offs.



Critical Accounting Policies and Estimates


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

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

Servicing Rights. Servicing assets are recognized as separate assets when rights
are acquired through the purchase or through the sale of financial assets.
Generally, purchased servicing rights are capitalized at the cost to acquire the
rights. For sales of mortgage loans, the value of servicing is capitalized
during the month of sale. Fair value is based on market prices for comparable
mortgage contracts, when available, or alternatively, is based on a valuation
model that calculates the present value of estimated future net servicing
income. The valuation model incorporates assumptions that market participants
would use in estimating future net servicing income, such as the cost to
service, the discount rate, the custodial earnings rate, an inflation rate,
ancillary income, prepayment speeds, and default rates and losses.

Servicing assets are evaluated quarterly for impairment based upon the fair
value of the rights as compared to amortized cost. Impairment is determined by
stratifying rights into tranches based on predominant characteristics, such as
interest rate, loan type, and investor type. Impairment is recognized through a
valuation allowance for an individual tranche, to the extent that fair value is
less than the capitalized amount for the tranches. If the Company later
determines that all or a portion of the impairment no longer exists for a
particular tranche, a reduction of the allowance may be recorded as a recovery
and an increase to income. Capitalized servicing rights are stated separately on
the Consolidated Balance Sheets and are amortized into noninterest income in
proportion to, and over the period of, the estimated future net servicing income
of the underlying financial assets.

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Derivatives and Hedging Activity. ASC 815, "Derivatives and Hedging," requires
that derivatives of the Company be recorded in the consolidated financial
statements at fair value. Management considers its accounting policy for
derivatives to be a critical accounting policy because these instruments have
certain interest rate risk characteristics that change in value based upon
changes in the capital markets. Fair values for derivative assets and
liabilities are measured on a recurring basis. The Company's primary use of
derivative instruments are related to the mortgage banking activities in the
form of commitments to extend credit, commitments to sell loans, TBA
mortgage-backed securities trades and option contracts to mitigate the risk of
the commitments to extend credit. Estimates of the percentage of commitments to
extend credit on loans to be held for sale that may not fund are based upon
historical data and current market trends. The fair value adjustments of the
derivatives are recorded in the Consolidated Statements of Income with offsets
to other assets or other liabilities on the Consolidated Balance Sheets.

Derivative instruments not related to mortgage banking activities primarily
relate to interest rate swap agreements accounted for as cash flow hedges. To
qualify for hedge accounting, derivatives must be highly effective at reducing
the risk associated with the exposure being hedged and must be designated as a
hedge at the inception of the derivative contract. If derivative instruments are
designated as cash flow hedges, fair value adjustments related to the effective
portion are recorded in other comprehensive income and are reclassified to
earnings when the hedged transaction is reflected in earnings. Ineffective
portions of cash flow hedges are reflected in earnings as they occur. Actual
cash receipts and/or payments and related accruals on derivatives related to
hedges are recorded as adjustments to the interest income or interest expense
associated with the hedged item. During the life of the hedge, the Company
formally assesses whether derivatives designated as hedging instruments continue
to be highly effective in offsetting changes in the fair value or cash flows of
hedged items. If it is determined that a hedge has ceased to be highly
effective, the Company will discontinue hedge accounting prospectively. At such
time, previous adjustments to the carrying value of the hedged item are reversed
into current earnings and the derivative instrument is reclassified to a trading
position recorded at fair value. For derivatives not designated as hedges,
changes in fair value are recognized in earnings, in noninterest income.

Fair Value. ASC 820, "Fair Value Measurements and Disclosures," establishes a
hierarchical disclosure framework associated with the level of pricing
observability utilized in measuring financial instruments at fair value.  The
degree of judgment utilized in measuring the fair value of financial instruments
generally correlates to the level of pricing observability. Financial
instruments with readily available active quoted prices or for which fair value
can be measured from actively quoted prices generally will have a higher degree
of pricing observability and a lesser degree of judgment utilized in measuring
fair value.  Conversely, financial instruments rarely traded or not quoted will
generally have little or no pricing observability and a higher degree of
judgment utilized in measuring fair value.  Pricing observability is impacted by
a number of factors, including the type of financial instrument, whether the
financial instrument is new to the market and not yet established and the
characteristics specific to the transaction.  The objective of a fair value
measurement is to estimate the price at which an orderly transaction to sell the
asset or to transfer the liability would take place between market participants
at the measurement date under current market conditions (that is, an exit price
at the measurement date from the perspective of a market participant that holds
the asset or owes the liability).  For additional details, see "Note 10 - Fair
Value Measurements" of the Notes to Consolidated Financial Statements included
in Part I. Item 1 of this report.

Income Taxes. Income taxes are reflected in the Company's consolidated financial
statements to show the tax effects of the operations and transactions reported
in the consolidated financial statements and consist of taxes currently payable
plus deferred taxes. ASC 740, "Accounting for Income Taxes," requires the asset
and liability approach for financial accounting and reporting for deferred
income taxes. Deferred tax assets and liabilities result from temporary
differences between the financial statement carrying amounts and the tax bases
of assets and liabilities. They are reflected at currently enacted income tax
rates applicable to the period in which the deferred tax assets or liabilities
are expected to be realized or settled and are determined using the assets and
liability method of accounting. The deferred income provision represents the
difference between net deferred tax asset/liability at the beginning and end of
the reported period. In formulating the deferred tax asset, the Company is
required to estimate income and taxes in the jurisdiction in which the Company
operates. This process involves estimating the actual current tax exposure for
the reported period together with assessing temporary differences resulting from
differing treatment of items, such as depreciation and the provision for loan
losses, for tax and financial reporting purposes.

Deferred tax assets and liabilities occur when taxable income is larger or smaller than reported income on the income statements due to accounting valuation methods that differ from tax, as well as tax rate estimates and payments made quarterly and adjusted to actual at the end of the year. Deferred tax assets and liabilities are temporary differences



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deductible or payable in future periods. The Company had net deferred tax liabilities of $2.7 million and $2.0 million, at September 30, 2020 and December 31, 2019, respectively.

Comparison of Financial Condition at September 30, 2020 and December 31, 2019



Assets. Total assets increased $341.6 million, or 19.9%, to $2.05 billion at
September 30, 2020, compared to $1.71 billion at December 31, 2019, primarily
due to increases in loans receivable, net of $155.2 million, loans held for sale
of $145.4 million, securities available-for-sale, of $47.0 million, other assets
of $5.8 million, and securities held-to-maturity of $5.5 million, partially
offset by decreases in total cash and cash equivalents of $9.7 million,
certificates of deposit at other financial institutions of $6.6 million, and
FHLB stock of $1.5 million.  The increases in total assets were primarily funded
by deposit growth and the use of PPPLF funds and FRB borrowings.

Loans receivable, net increased $155.2 million to $1.49 billion at September 30,
2020, from $1.34 billion at December 31, 2019. Total real estate loans increased
$66.8 million, including increases in one-to-four-family portfolio loans of
$39.3 million, which includes $20.1 million of adjustable rate mortgage loans
purchased in the first quarter of 2020, commercial real estate loans of $16.6
million, construction and development loans of $12.3 million, and home equity
loans of $2.3 million, partially offset by a decrease in multi-family loans of
$3.7 million. Undisbursed construction and development loan commitments
increased $48.6 million, or 51.2%, to $143.6 million at September 30, 2020, as
compared to $95.0 million at December 31, 2019. Commercial business loans
increased $62.1 million, due to increases in commercial and industrial loans of
$83.7 million, reflecting primarily PPP loans of $74.1 million originated in the
second and third quarters of 2020 and the $3.7 million purchase of a U.S.
Department of Agriculture guaranteed loan in the first quarter of 2020,
partially offset by the decrease in warehouse lending of $21.6 million.

Consumer loans increased $38.6 million, primarily due to increases of $22.0 million in indirect home improvement loans and $17.5 million in marine loans.



Loans held for sale, consisting of one-to-four-family loans, increased by $145.4
million, or 208.6%, to $215.1 million at September 30, 2020, from $69.7 million
at December 31, 2019. The Company continues to build its home lending operations
and strategically add production staff in the markets we serve.

One-to-four-family loan originations, included $1.26 billion of loans originated
for sale, $86.2 million of portfolio loans including first and second liens, and
$7.0 million of loans brokered to other institutions.  Refinance activity
increased significantly over the last year in response to decreases in market
interest rates.

Originations of one-to-four-family loans to purchase and to refinance a home for the periods indicated were as follows:




               For the Nine Months Ended         For the Nine Months Ended          Year           Year
                   September 30, 2020                September 30, 2019          over Year       over Year
                 Amount           Percent          Amount           Percent       $ Change       % Change
Purchase     $       502,067           37.1 %  $      411,167            64.4 %  $   90,900             22.1
Refinance            851,821           62.9           227,547            35.6       624,274            274.3
Total        $     1,353,888          100.0 %  $      638,714           100.0 %  $  715,174            112.0




During the nine months ended September 30, 2020, the Company sold $1.12 billion
of one-to-four-family loans, compared to sales of $551.6 million for the same
period one year ago. In addition, the cash margin on loans sold, net of deferred
fees and capitalized expenses, increased to 2.24% for the nine months ended
September 30, 2020, compared to 1.66% for the nine months ended September 30,
2019.  Margin reported is based on actual loans sold into the secondary market
and the related value of capitalized servicing, partially offset by recognized
deferred loans fees and capitalized expenses.  The gross cash margins on loans
sold, excluding capitalized costs and deferred fees, were 4.02% and 3.31% for
the nine months ended September 30, 2020 and 2019, respectively.

The ALLL was $24.8 million, or 1.63% of gross loans receivable, excluding loans held for sale at September 30, 2020, compared to $13.2 million, or 0.98% of gross loans receivable, excluding loans held for sale at December 31, 2019.


 Substandard loans increased to $18.5 million at September 30, 2020, compared to
$6.7 million at December 31, 2019. This increase in substandard loans was mostly
driven by the downgrade of two one-to-four-family loan relationships with
principal balances totaling $6.5 million, primarily due to COVID-19 related
factors, the downgrade of two commercial business loans totaling $4.3 million,
which were also classified as non-performing, and two commercial real estate
loans

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totaling $945,000 in the second quarter of 2020. Non-performing loans, consisting solely of non-accruing loans 90-days or more past due, increased to $7.6 million at September 30, 2020, from $3.0 million at December 31, 2019.

At

September 30, 2020, non-performing loans consisted of $4.3 million in commercial
business loans, $1.1 million in commercial real estate loans, $781,000 of
indirect home improvement loans, $733,000 in one-to-four-family loans, and
$636,000 of home equity loans. The ratio of non-performing loans to total gross
loans was 0.50% at September 30, 2020, compared to 0.22% at December 31, 2019.
There was one OREO property in the amount of $90,000 at September 30, 2020, and
two OREO properties totaling $168,000 at December 31, 2019.

In accordance with acquisition accounting, the ALLL does not include the recorded discount on loans acquired in the Anchor Acquisition of $1.8 million and $2.7 million on $159.2 million and $198.5 million of gross loans at September 30, 2020 and December 31, 2019, respectively.



Loans in their respective industries that were downgraded as a result of the
COVID-19 pandemic and remain downgraded at the dates indicated are as follows:


(Dollars in thousands)
Loan types:                September 30, 2020      June 30, 2020     March 31, 2020
Construction              $              4,335    $         4,704    $         4,565
Education/worship                        4,796              5,558              5,525
Food and beverage                       14,346             16,199             12,988
Hospitality                             43,903             44,136             15,578
Manufacturing                           18,765             19,777             18,122
Retail                                   2,663             11,865              4,058
Transportation                           4,992              4,532              5,111
Other                                   23,241             20,040             18,452
Total                     $            117,041    $       126,811    $        84,399




Additionally, management increased the economic factors of the ALLL associated
with the loan portfolio based on current economic conditions and the potential
effects from higher forecasted unemployment rates and lower gross domestic
product, as well as the impact on other economic conditions on the U.S. and
global economies from COVID-19.  Management recognizes the potential impact on
all of our customers and will continue to assess and evaluate our level of
reserves against our homogenous residential and consumer portfolios during the
COVID-19 pandemic.

Liabilities. Total liabilities increased $321.3 million to $1.83 billion at September 30, 2020, from $1.51 billion at December 31, 2019, primarily due to increases of $220.8 million in deposits and $88.8 million in borrowings.



Total deposits increased $220.8 million to $1.61 billion at September 30, 2020,
from $1.39 billion at December 31, 2019. The increase in deposits was primarily
driven by organic growth in customer relationships, proceeds from PPP loans and
government stimulus checks deposited directly into customer accounts, and
reduced withdrawals from deposit accounts due to a change in spending habits as
a result of COVID-19. Relationship-based transactional accounts
(noninterest-bearing checking, interest-bearing checking, and escrow accounts)
increased $134.8 million to $586.4 million at September 30, 2020, from $451.6
million at December 31, 2019, primarily due to a $78.7 million increase in
noninterest-bearing checking, and a $51.6 million increase in interest-bearing
checking.  Money market and savings accounts increased $133.1 million to $522.5
million at September 30, 2020, from $389.3 million at December 31, 2019. Time
deposits decreased $47.2 million to $504.3 million at September 30, 2020, from
$551.5 million at December 31, 2019 due to a managed run-off of higher costing
CDs. Non-retail certificates of deposit ("CDs") which includes brokered CDs,
online CDs, and public funds increased $27.1 million to $173.3 million at
September 30, 2020, compared to $146.2 million at December 31, 2019, primarily
due to a $24.7 million increase in brokered CDs.  Management remains focused on
increasing its lower cost relationship-based deposits to fund long-term asset
growth.





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Deposits are summarized as follows at the periods indicated:




                                                              September 30,       December 31,
                                                               2020 (1)(2)         2019(1)(2)
Noninterest-bearing checking                                 $        338,781    $       260,131
Interest-bearing checking                                             229,576            177,972
Savings                                                               144,886            118,845
Money market (3)                                                      377,585            270,489
Certificates of deposit less than $100,000(4)                         285,650            277,988
Certificates of deposit of $100,000 through $250,000                  150,437            181,402
Certificates of deposit of $250,000 and over(5)                        68,242             92,110
Escrow accounts related to mortgages serviced                          18,062             13,471
Total                                                        $      1,613,219    $     1,392,408


__________________________

(1) Includes $126.3 million of deposits at September 30, 2020 from the Branch

Purchase and $117.1 million at December 31, 2019.

(2) Includes $294.2 million and $299.0 million of deposits at September 30, 2020

and December 31, 2019, respectively, from the Anchor Acquisition.

(3) Includes $15.0 million and $6.2 million of brokered deposits at September 30,

2020 and December 31, 2019, respectively.

(4) Includes $166.2 and $141.4 million of brokered deposits at September 30, 2020

and December 31, 2019, respectively.

(5) Time deposits that meet or exceed the FDIC insurance limit.

Borrowings increased $88.8 million to $173.6 million at September 30, 2020, from $84.9 million at December 31, 2019, primarily related to $74.1 million of advances from the PPPLF and additional overnight FRB borrowings.



Management entered into two liability interest rate swap arrangements designated
as cash flow hedges in the first quarter of 2020 and one liability interest rate
swap arrangement in the third quarter of 2020 to lock the expense costs
associated with $90.0 million in brokered deposits and borrowings.  The average
cost of these $90 million in notional pay fixed interest rate swap agreements
was 73 basis points for which the Bank will pay a fixed rate of 73 basis points
to the interest rate swap counterparty, compared to the quarterly reset of three
month LIBOR that will adjust quarterly.  Management will continue to implement
processes to match balance sheet funding duration and minimize interest rate
risk and costs.

Stockholders' Equity. Total stockholders' equity increased $20.3 million to
$220.6 million at September 30, 2020, from $200.2 million at December 31, 2019.
The increase in stockholders' equity during the nine months ended September 30,
2020, was primarily due to net income of $27.9 million and $2.5 million of other
comprehensive income, net of tax, partially offset by common stock repurchases
of $8.7 million under our 2020 stock repurchase plans.  The Company repurchased
227,010 shares of its common stock in accordance with the stock repurchase plans
during the nine months ended September 30, 2020, at an average price of $38.22
per share. Book value per common share was $52.82 at September 30, 2020,
compared to $45.85 at December 31, 2019.



We calculated book value based on common shares outstanding of 4,263,091 at
September 30, 2020, less 55,092 unvested restricted stock shares, and 32,401 of
unallocated ESOP shares for the reported common shares outstanding of 4,175,598.
Common shares outstanding was calculated using 4,459,041 shares at December 31,
2019, less 40,215 unvested restricted stock shares, and 51,842 of unallocated
ESOP shares for the reported common shares outstanding of 4,366,984.

Comparison of Results of Operations for the Three Months Ended September 30, 2020 and 2019


General. Net income was $12.7 million for the three months ended September 30,
2020, and $7.1 million for the three months ended September 30, 2019.  Net
income for the three months ended September 30, 2020 was primarily impacted by a
$10.8 million, or 160.2% increase in noninterest income, partially offset by a
$2.5 million increase in the provision for loan losses and a $2.5 million, or
16.7% increase in noninterest expense. Earnings for the quarter also reflect the
impact of the COVID-19 pandemic which resulted in a substantial reduction in
business activity or the closing of businesses in the market areas we operate.

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The following table sets forth the average balances of all major categories of
interest-earning assets and interest-bearing liabilities to calculate the
comparison of results of operations for the three months ended September 30,
2020 and 2019:


                                        For the Three Months Ended                  For the Three Months Ended
                                            September 30, 2020                          September 30, 2019
                                    Average        Interest                     Average       Interest
                                    Balance        Earned/                      Balance       Earned/

Average Balances                  Outstanding        Paid      Yield/ Rate    Outstanding       Paid      Yield/ Rate
ASSETS
Loans receivable, net
deferred loan fees (1)           $   1,648,070    $   21,066         5.09%   $   1,368,962   $   21,466         6.22%
Mortgage-backed securities              70,502           408         2.30%          48,152          389         3.21%
Investment securities                   97,055           533         2.18%          51,661          353         2.71%
Federal Home Loan Bank stock             7,219            83         4.57%           8,334          107         5.09%
Interest-bearing deposits at
other financial institutions            97,473           138         0.56%          74,234          396         2.12%
Total interest-earning assets        1,920,319        22,228         4.60% 

     1,551,343       22,711         5.81%
Noninterest-earning assets              94,190                                     101,873
Total assets                     $   2,014,509                               $   1,653,216
LIABILITIES AND STOCKHOLDERS'
EQUITY
Savings and money market         $     499,138    $      464         0.37%   $     366,282   $      777         0.84%
Interest-bearing checking              223,578            87         0.15%         188,883          474         1.00%
Certificates of deposit                546,079         2,086         1.52%         513,024        2,972         2.30%
Borrowings                             152,045           503         1.32%          83,208          582         2.77%
Subordinated note                        9,897           170         6.83%           9,877          171         6.87%
Total interest-bearing
liabilities                          1,430,737         3,310         0.92%       1,161,274        4,976         1.70%
Noninterest-bearing accounts           344,731                             

       276,689
Other noninterest-bearing
liabilities                             28,698                                      23,075
Stockholders' equity                   210,343                                     192,178
Total liabilities and
stockholders' equity             $   2,014,509                               $   1,653,216
Net interest income                               $   18,918                                 $   17,735
Net interest rate spread                                             3.68%                                      4.11%
Net earning assets               $     489,582                               $     390,069
Net interest margin                                                  3.92%                                      4.54%
Average interest-earning
assets to average

interest-bearing liabilities           134.22%                             

       133.59%


_______________________

(1) Includes loans held for sale.






Net Interest Income. Net interest income increased $1.2 million to $18.9 million
for the three months ended September 30, 2020, from $17.7 million for the
three months ended September 30, 2019. This increase was primarily the result of
increased loans and deposits partially offset by lower interest-earning asset
yields and cost of funds.  Interest income decreased $483,000, including
decreases of $400,000 in interest income on loans receivable, including fees,
impacted primarily by the recent significant reduction in market interest rates
decreasing yields on new loan originations and adjustable rate instruments,
including PPP loans, and the impact of refinances of higher yielding
one-to-four-family portfolio loans, along with an $83,000 decrease in interest
and dividends on investment securities, and cash and cash

                                       56

Table of Contents

equivalents. Interest expense decreased $1.7 million, including a $1.6 million decrease in interest expense on deposits and a $79,000 decrease in interest expense on borrowings.


The net interest margin ("NIM") decreased 62 basis points to 3.92% for the
three months ended September 30, 2020, from 4.54% for the same period in the
prior year.  The decrease in NIM was impacted by higher balances of low yielding
cash balances and reduced interest rates on new fixed-rate real estate loan
originations and adjustable-rate commercial loans, as well as repricing loans
from the March 2020 interest rate cuts due to COVID-19.  Management remains
focused on matching deposit/liability duration with the duration of loans/assets
where appropriate.

Interest Income. Interest income for the three months ended September 30, 2020,
decreased $483,000, to $22.2 million, from $22.7 million for the three months
ended September 30, 2019. The decrease during the period was primarily
attributable to a 121 basis point decrease in the average yield on
interest-earning assets to 4.60% for the three months ended September 30, 2020,
compared to 5.81% for the three months ended September 30, 2019. The decrease in
average yield on interest-earning assets compared to the same period a year
earlier primarily reflects the reduction of higher interest rate and fee income
loans, particularly construction and development loans, the impact of refinances
of one-to-four-family loans and the origination of PPP loans. The impact of PPP
loans on loan yields will change during any period based on the volume of
prepayments or amounts forgiven by the SBA as certain criteria are met, but is
expected to cease completely after the maturity of the loans.

The following table compares average earning asset balances, associated yields,
and resulting changes in interest income for the three months ended September
30, 2020 and 2019:


                                                          Three Months Ended September 30,
                                                   2020                      2019              (Decrease)/
                                            Average                   Average                   Increase
                                            Balance       Yield/      Balance       Yield/     in Interest
(Dollars in thousands)                    Outstanding      Rate     Outstanding      Rate        Income
Loans receivable, net and loans held
for sale                                  $  1,648,070      5.09 %  $  1,368,962      6.22 %  $       (400)
Mortgage-backed securities                      70,502      2.30          48,152      3.21               19
Investment securities                           97,055      2.18          51,661      2.71              180
FHLB stock                                       7,219      4.57           8,334      5.09             (24)
Interest-bearing deposits at other
financial institutions                          97,473      0.56          74,234      2.12            (258)
Total interest-earning assets             $  1,920,319      4.60 %  $  1,551,343      5.81 %  $       (483)
Interest Expense. Interest expense decreased $1.7 million, to $3.3 million for
the three months ended September 30, 2020, from $5.0 million for the same
prior year period, due to decreases of interest expense on deposits of $1.6
million and on borrowings of $79,000. The average cost of funds for total
interest-bearing liabilities decreased 78 basis points to 0.92% for the three
months ended September 30, 2020, from 1.70% for the three months ended September
30, 2019.  The decrease was predominantly due to the decrease in cost for market
rate deposits and decreased borrowing costs reflecting the lower market interest
rates.  The average cost of total interest-bearing deposits decreased 74 basis
points to 0.83%, for the three months ended September 30, 2020, compared to
1.57%, for the three months ended September 30, 2019, reflecting lower market
interest rates primarily in interest-bearing checking, brokered CDs, and CDs.













                                       57

  Table of Contents

The following table details average balances for cost of funds on interest-bearing liabilities and the change in interest expense for the three months ended September 30, 2020 and 2019:




                                                       Three Months Ended September 30,
                                                 2020                       2019
                                          Average                    Average                  (Decrease)
                                          Balance        Yield/      Balance       Yield/    in Interest
(Dollars in thousands)                  Outstanding       Rate     Outstanding      Rate       Expense
Savings and money market               $      499,138      0.37 %  $    366,282      0.84 %  $      (313)
Interest-bearing checking                     223,578      0.15         188,883      1.00           (387)
Certificates of deposit                       546,079      1.52         513,024      2.30           (886)
Borrowings                                    152,045      1.32          83,208      2.77            (79)
Subordinated note                               9,897      6.83           9,877      6.87             (1)

Total interest-bearing liabilities $ 1,430,737 0.92 % $ 1,161,274 1.70 % $ (1,666)






Provision for Loan Losses. For the three months ended September 30, 2020, the
provision for loan losses was $3.1 million, compared to $573,000 for the three
months ended September 30, 2019, due primarily to the incurred but not yet
reported probable loan losses reflecting credit deterioration due to the adverse
impact of the COVID-19 pandemic and the increase in the loan portfolio due to
organic growth. The $74.1 million balance of PPP loans was omitted from the
calculation for the allowance for loan and lease losses at September 30, 2020 as
these loans are fully guaranteed by the SBA and management expects that the
great majority of PPP borrowers will seek full or partial forgiveness of their
loan obligations from the SBA within a short time frame, which in turn will
reduce the Bank's loan balance for the amount forgiven. In addition, the current
quarter provision for loan losses also reflects risk rating downgrades on loans
that are considered at risk due to the COVID-19 pandemic. During the
three months ended September 30, 2020, net loan recoveries totaled $175,000,
compared to net loan charge-offs of $147,000 during the three months ended
September 30, 2019. A further decline in national and local economic conditions,
as a result of the COVID-19 pandemic or other factors, could result in a
material increase in the ALLL and may adversely affect the Company's financial
condition and results of operations.

Noninterest Income. Noninterest income increased $10.8 million, or 160.2%, to
$17.5 million for the three months ended September 30, 2020, from $6.7 million
for the three months ended September 30, 2019. The increase between periods was
driven by a $11.6 million, or 254.1% increase in gain on sale of loans,
primarily due to higher sales volume, partially offset by a $1.1 million, or
66.3% decrease in net service charges and fee income, primarily due to an
increase in mortgage servicing rights amortization of $711,000 reflecting higher
volumes of loan payoffs in the underlying servicing portfolio from declining
interest rates and increased refinancing activity.

Noninterest Expense. Noninterest expense increased $2.5 million, or 16.7%, to
$17.2 million for the three months ended September 30, 2020, from $14.7 million
for the three months ended September 30, 2019. The increase in noninterest
expense primarily reflects a $2.4 million increase in salaries and benefits,
primarily attributable to increases in incentives and commissions of $5.9
million driven by increased production of loans held for sale, and compensation
of $792,000, partially offset by increases in recognized deferred costs on
direct loan origination activities of $4.7 million. In addition, FDIC insurance
premiums increased $319,000 to $290,000 as a portion of the Bank's small bank
assessment credit offset the assessment in the quarter ended September 30, 2019,
with no such credit available in the quarter ended September 30, 2020.

The efficiency ratio, which is noninterest expense as a percentage of net interest income and noninterest income, improved to 47.11% for the three months ended September 30, 2020, compared to 60.14% for the three months ended September 30, 2019, representing the increase in noninterest income noted above.



Provision for Income Tax. For the three months ended September 30, 2020, the
Company recorded a provision for income tax expense of $3.5 million on pre-tax
income as compared to $2.0 million for the three months ended September 30,
2019. The effective corporate income tax rates for the three months ended
September 30, 2020 and 2019 were 21.5% and 22.2%, respectively.  The increase in
the tax provision is primarily due to a $7.0 million increase in pre-tax income
during the three months ended September 30, 2020, as compared to the same period
last year.

                                       58

  Table of Contents

Comparison of Results of Operations for the Nine Months Ended September 30, 2020 and 2019



General. Net income was $27.9 million for the nine months ended September 30,
2020, and $16.8 million for the nine months ended September 30, 2019.  Net
income for the nine months ended September 30, 2020 was primarily impacted by a
$23.2 million, or 133.4% increase in noninterest income, partially offset by a
$9.2 million increase in provision for loans losses.   Earnings for the period
also reflect the impact of the COVID-19 pandemic which, until recently, resulted
in a substantial reduction in business activity or the closing of businesses in
the market areas we operate.

The following table sets forth the average balances of all major categories of
interest-earning assets and interest-bearing liabilities to calculate the
comparison of results of operations for the nine months ended September 30,

2020
and 2019:


                                                    For the Nine Months Ended                                       For the Nine Months Ended
                                                        September 30, 2020                                              September 30, 2019
                                        Average Balance        Interest Earned/                                                  Interest Earned/
Average Balances                          Outstanding                Paid           Yield/ Rate   Average Balance Outstanding          Paid          Yield/ Rate
ASSETS
Loans receivable, net deferred
loan fees (1)                      $               1,537,365   $          62,370          5.42%   $                  1,352,007   $          63,677         6.30%
Mortgage-backed securities                            68,996               1,231          2.38%                         47,545               1,027         2.89%
Investment securities                                 83,006               1,401          2.25%                         52,000               1,101         2.83%

Federal Home Loan Bank stock                           8,240                 301          4.88%                          8,482                 342     

5.39%


Interest-bearing deposits at
other financial institutions                         100,836                 587          0.78%                         75,425               1,240     

2.20%


Total interest-earning assets                      1,798,443              65,890          4.89%                      1,535,459              67,387         5.87%
Noninterest-earning assets                            97,435                                                            96,602
Total assets                       $               1,895,878                                      $                  1,632,061
LIABILITIES AND STOCKHOLDERS'
EQUITY
Savings and money market           $                 450,731   $           1,932          0.57%   $                    379,995   $           2,282         0.80%
Interest-bearing checking                            204,592                 299          0.20%                        179,819               1,056         0.79%
Certificates of deposit                              545,473               7,439          1.82%                        506,782               8,651         2.28%
Borrowings                                           138,749               1,458          1.40%                         93,356               1,932         2.77%
Subordinated note                                      9,892                 511          6.90%                          9,872                 508         6.88%
Total interest-bearing
liabilities                                        1,349,437              11,639          1.15%                      1,169,824              14,429         1.65%

Noninterest-bearing accounts                         314,789               

                                           253,529
Other noninterest-bearing
liabilities                                           25,837                                                            20,456
Stockholders' equity                                 205,815                                                           188,252
Total liabilities and
stockholders' equity               $               1,895,878                                      $                  1,632,061
Net interest income                                            $          54,251                                                 $          52,958
Net interest rate spread                                                                  3.74%                                                            4.22%
Net earning assets                 $                 449,006                                      $                    365,635
Net interest margin                                                                       4.03%                                                            4.61%
Average interest-earning assets
to average interest-bearing
liabilities                                          133.27%                                                           131.26%


________________________

(1) Includes loans held for sale



                                       59

Table of Contents

Net Interest Income. Net interest income increased $1.3 million to $54.3 million for the nine months ended September 30, 2020, from $53.0 million for the nine months ended September 30, 2019. This increase was due to decreases in interest expense of $2.8 million and interest income of $1.5 million.



The NIM decreased 58 basis points to 4.03% for the nine months ended
September 30, 2020, from 4.61% for the same period in the prior year.  The
decrease in NIM was primarily impacted by increased cash balances and lower
interest rates on recent fixed-rate real estate loan originations and
adjustable-rate commercial loans, as well as the PPP loans and repricing loans
since the 150 basis point reduction in the targeted federal funds rate in March
2020 due to COVID-19. Management remains focused on matching deposit/liability
duration with the duration of loans/assets where appropriate.

Interest Income. Interest income for the nine months ended September 30, 2020,
decreased $1.5 million, to $65.9 million, from $67.4 million for the nine months
ended September 30, 2019. The decrease during the period was primarily
attributable to a 98 basis point decrease in the average yield on
interest-earning assets to 4.89% for the nine months ended September 30, 2020,
compared to 5.87% for the nine months ended September 30, 2019. The decrease in
average yield on interest-earning assets compared to the same period a year
earlier primarily reflects the reduction of higher interest rate and fee income
loans, particularly construction and development loans, the impact of refinances
of one-to-four-family loans and the origination of PPP loans. The impact of PPP
loans on loan yields will change during any period based on the volume of
prepayments or amounts forgiven by the SBA as certain criteria are met, but is
expected to cease completely after the maturity of the loans.

The following table compares average earning asset balances, associated yields,
and resulting changes in interest income for the nine months ended September 30,
2020 and 2019:


                                                                           

Nine Months Ended September 30,


                                                                      2020                      2019              (Decrease)/
                                                               Average                   Average                   Increase
                                                               Balance       Yield/      Balance       Yield/     in Interest
(Dollars in thousands)                                       Outstanding      Rate     Outstanding      Rate        Income
Loans receivable, net and loans held for sale (1)            $  1,537,365

5.42 % $ 1,352,007 6.30 % $ (1,307) Mortgage-backed securities

                                         68,996      2.38          47,545      2.89              204
Investment securities available-for-sale                           83,006      2.25          52,000      2.83              300
FHLB stock                                                          8,240      4.88           8,482      5.39             (41)
Interest-bearing deposits at other financial institutions         100,836      0.78          75,425      2.20            (653)
Total interest-earning assets                                $  1,798,443
   4.89 %  $  1,535,459      5.87 %  $     (1,497)
Interest Expense. Interest expense decreased $2.8 million, to $11.6 million for
the nine months ended September 30, 2020, from $14.4 million for the same
prior year period, primarily due to decreased interest expense on deposits of
$2.3 million and of interest expense on borrowings of $474,000. The average cost
of funds for total interest-bearing liabilities decreased 50 basis points to
1.15% for the nine months ended September 30, 2020, from 1.65% for the nine
months ended September 30, 2019.  The decrease was predominantly due to lowered
borrowing interest expense, primarily due to the reduction of interest rates for
the use of FHLB borrowings and the repricing of CD deposits. The average cost of
total interest-bearing deposits decreased 42 basis points to 1.08%, for the nine
months ended September 30, 2020, compared to 1.50%, for the nine months ended
September 30, 2019, reflecting lower market interest rates primarily in
interest-bearing checking, brokered CDs, and CDs.









                                       60

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The following table details average balances for cost of funds on interest-bearing liabilities and the change in interest expense for the nine months ended September 30, 2020 and 2019:




                                                      Nine Months Ended September 30,
                                               2020                      2019              (Decrease)/
                                        Average                   Average                   Increase
                                        Balance       Yield/      Balance       Yield/     in Interest
(Dollars in thousands)                Outstanding      Rate     Outstanding      Rate        Expense
Savings and money market              $    450,731      0.57 %  $    379,995      0.80 %  $       (350)
Interest-bearing checking                  204,592      0.20         179,819      0.79            (757)
Certificates of deposit                    545,473      1.82        

506,782      2.28          (1,212)
Borrowings                                 138,749      1.40          93,356      2.77            (474)
Subordinated note                            9,892      6.90           9,872      6.88                3

Total interest-bearing liabilities $ 1,349,437 1.15 % $ 1,169,824 1.65 % $ (2,790)






Provision for Loan Losses. For the nine months ended September 30, 2020, the
provision for loan losses was $11.4 million, compared to $2.2 million for the
nine months ended September 30, 2019, due primarily to the incurred but not yet
reported probable loan losses reflecting credit deterioration due to the adverse
impact of the COVID-19 pandemic, the increase in the loan portfolio due to
organic growth. In addition, the provision for credit losses also reflects risk
rating downgrades on loans that are considered at risk due to the COVID-19
pandemic.  During the nine months ended September 30, 2020, net loan recoveries
totaled $135,000, compared to net loan charge-offs of $1.8 million during the
nine months ended September 30, 2019. A further decline in national and local
economic conditions, as a result of the COVID-19 pandemic or other factors,
could result in a material increase in the ALLL and may adversely affect the
Company's financial condition and results of operations.

Noninterest Income. Noninterest income increased $23.2 million, or 133.4%, to
$40.6 million for the nine months ended September 30, 2020, from $17.4 million
for the nine months ended September 30, 2019. This increase was impacted by a
$24.9 million increase in gain on sale of loans and a $1.5 million, or 153.0%
increase in other noninterest income, mostly due to the one-time sale of Class B
Visa stock shares of $1.5 million in the first quarter of 2020.  These increases
were partially offset by a $3.6 million, or 69.5% decrease in net service
charges and fee income, primarily due to an increase in mortgage servicing
rights amortization of $3.2 million, primarily a result of higher volumes of
loan payoffs in the underlying servicing portfolio.

Noninterest Expense. Noninterest expense increased $1.4 million, or 3.0%, to
$48.0 million for the nine months ended September 30, 2020, from $46.6 million
for the nine months ended September 30, 2019. This increase was primarily due to
was primarily due to a $2.4 million increase in salaries and benefits, primarily
attributable to increases in incentives and commissions of $11.2 million, again
driven by increased production of HFS loans, and compensation of $2.0 million,
partially offset by increases in recognized deferred costs on direct loan
origination activities of $11.9 million.  In addition, there were no acquisition
costs for the nine months ended September 30, 2020, compared to $1.9 million for
the nine months ended September 30, 2019. Other increases between the periods
included $1.1 million in the impairment of servicing rights, and $723,000 in
operations expense, partially offset by decreases of $738,000 in loan costs and
$612,000 in data processing.



The efficiency ratio, which is noninterest expense as a percentage of net interest income and noninterest income, improved to 50.61% for the nine months ended September 30, 2020, compared to 66.24% for the nine months ended September 30, 2019, representing the increase in noninterest income and the decreases in noninterest expense as noted above.


Provision for Income Tax. For the nine months ended September 30, 2020, the
Company recorded a provision for income tax expense of $7.5 million on pre-tax
income of $35.4 million, as compared to a provision of income tax expense of
$4.7 million on pre-tax income of $21.5 million for the nine months ended
September 30, 2019. The effective corporate income tax rates for the nine months
ended September 30, 2020 and 2019 were 21.2% and 21.9%, respectively.

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Liquidity

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

At September 30, 2020, the Bank's total borrowing capacity was $573.8 million
with the FHLB of Des Moines, with unused borrowing capacity of $495.5 million.
The FHLB borrowing limit is based on certain categories of loans, primarily real
estate loans that qualify as collateral for FHLB advances. At September 30,
2020, the Bank held approximately $780.6 million in loans that qualify as
collateral for FHLB advances.

In addition to the availability of liquidity from the FHLB of Des Moines, the
Bank maintained a short-term borrowing line with the FRB, with a current limit
of $173.4 million, and a combined credit limit of $101.0 million in written
federal funds lines of credit through correspondent banking relationships at
September 30, 2020. The FRB borrowing limit is based on certain categories of
loans, primarily consumer loans that qualify as collateral for FRB line of
credit.  At September 30, 2020, the Bank held approximately $355.8 million in
loans that qualify as collateral for the FRB line of credit. The Bank also had
available liquidity from the PPPLF, pursuant to which the Company can pledge its
PPP loans as collateral at face value to obtain FRB non-recourse loans.  As of
September 30, 2020, the Company had pledged $74.1 million in PPP loans under the
PPPLF. At September 30, 2020, the Bank had pledged all qualifying PPP loans as
collateral, with no additional borrowing capacity under the PPPLF.

At September 30, 2020, the outstanding balances of FHLB advances, the FRB line
of credit, and federal funds lines of credit were $72.5 million, $27.0 million,
and $0, respectively. The Bank's Asset and Liability Management Policy permits
management to utilize brokered deposits up to 20% of deposits or $325.1 million
at September 30, 2020. Total brokered deposits at September 30, 2020 were $166.2
million. Management utilizes brokered deposits to mitigate interest rate risk
and liquidity risk exposure when appropriate.

Liquidity management is both a daily and long-term function of the Company's
management.  Excess liquidity is generally invested in short-term investments,
such as overnight deposits and federal funds. On a longer term basis, a strategy
is maintained of investing in various lending products and investment
securities, including U.S. Government obligations and U.S. agency securities.
The Company uses sources of funds primarily to meet ongoing commitments, pay
maturing deposits, fund withdrawals, and to fund loan commitments. At
September 30, 2020, the approved outstanding loan commitments, including unused
lines of credit amounted to $611.4 million.  Certificates of deposit scheduled
to mature in three months or less at September 30, 2020, totaled $155.7 million.
It is management's policy to offer deposit rates that are competitive with other
local financial institutions. Based on this management strategy, the Company
believes that a majority of maturing relationship deposits will remain with the
Bank.

As a separate legal entity from the Bank, FS Bancorp, Inc. must provide for its
own liquidity. Sources of capital and liquidity for FS Bancorp, Inc. include
distributions from the Bank and the issuance of debt or equity securities.
Dividends and other capital distributions from the Bank are subject to
regulatory notice. At September 30, 2020, FS Bancorp, Inc. had $12.6 million in
unrestricted cash to meet liquidity needs.

Commitments and Off-Balance Sheet Arrangements

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

Capital Resources



The Bank is subject to minimum capital requirements imposed by the FDIC.  Based
on its capital levels at September 30, 2020, the Bank exceeded these
requirements as of that date. Consistent with our goals to operate a sound and
profitable organization, our policy is for the Bank to maintain a well
capitalized status under the capital categories of the FDIC.

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Based on capital levels at September 30, 2020, the Bank was considered to be
well capitalized.  Effective January 1, 2020, a bank that elects to use the
Community Bank Leverage Ratio ("CBLR") will generally be considered
well-capitalized and to have met the risk-based and leverage capital
requirements of the capital regulations if it has a leverage ratio greater than
9.0%.  At September 30, 2020, the Bank qualified and elected to use the CBLR to
measure capital adequacy. The Tier 1 leverage-based capital ratio calculated for
the Bank at September 30, 2020 was 10.7%, compared to 11.6% at December 31,
2019.  As required by the CARES Act, the FDIC has temporarily lowered the CBLR
to 8% beginning in the second quarter of 2020 through the end of the year.
Beginning in 2021, the CBLR will increase to 8.5% for that calendar year. The
CBLR will return to 9% on Jan. 1, 2022.

As a bank holding company registered with the Federal Reserve, the Company is
subject to the capital adequacy requirements of the Federal Reserve.  Bank
holding companies with less than $3.0 billion in assets are generally not
subject to compliance with the Federal Reserve's capital regulations, which are
generally the same as the capital regulations applicable to the Bank. The
Federal Reserve has a policy that a bank holding company is required to serve as
a source of financial and managerial strength to the holding company's
subsidiary bank and the Federal Reserve expects the holding company's subsidiary
bank to be well capitalized under the prompt corrective action regulations.

If

FS Bancorp, Inc. were subject to regulatory capital guidelines for bank holding
companies with $3.0 billion or more in assets at September 30, 2020, FS
Bancorp, Inc. would have exceeded all regulatory capital requirements. The Tier
1 leverage-based capital ratio calculated for FS Bancorp, Inc. at September 30,
2020 was 10.8%. For additional information regarding regulatory capital
compliance, see the discussion included in "Note 14 - Regulatory Capital" to the
Notes to Consolidated Financial Statements included in Part I. Item 1 of this
report.

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