MCHB 10-Q Quarterly Report Sept. 30, 2018 | Alphaminr
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MCHB 10-Q Quarter ended Sept. 30, 2018

Balance Sheet
Cash Flow
Income Statement
HOMESTREET, INC.
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10-Q 1 hmst-20180930x10q.htm FORM 10-Q Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________
FORM 10-Q
________________________________
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 2018
Commission file number: 001-35424
________________________________
HOMESTREET, INC.
(Exact name of registrant as specified in its charter)
________________________________
Washington
91-0186600
(State or other jurisdiction of incorporation)
(IRS Employer Identification No.)
601 Union Street, Suite 2000
Seattle, Washington 98101
(Address of principal executive offices)
(Zip Code)
(206) 623-3050
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act:
Large Accelerated Filer
o
Accelerated Filer
x
Non-accelerated Filer
o
Smaller Reporting Company
o
Emerging growth Company
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 12(a) of the Exchange Act.
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The number of outstanding shares of the registrant's common stock as of October 31, 2018 was 26,991,909.6 .




PART I – FINANCIAL INFORMATION
ITEM 1
FINANCIAL STATEMENTS
ITEM 2

2




Unless we state otherwise or the content otherwise requires, references in this Form 10-Q to “HomeStreet,” “we,” “our,” “us” or the “Company” refer collectively to HomeStreet, Inc., a Washington corporation, HomeStreet Bank (“Bank”), HomeStreet Capital Corporation (“HomeStreet Capital”) and other direct and indirect subsidiaries of HomeStreet, Inc.


3

PART I
ITEM 1 FINANCIAL STATEMENTS


HOMESTREET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Unaudited)

(in thousands, except share data)
September 30,
2018
December 31,
2017
ASSETS
Cash and cash equivalents (including interest-earning instruments of $35,763 and $30,268)
$
59,006

$
72,718

Investment securities (includes $831,102 and $846,268 carried at fair value)
903,685

904,304

Loans held for sale (includes $350,948 and $577,313 carried at fair value)
404,440

610,902

Loans held for investment (net of allowance for loan losses of $40,438 and $37,847; includes $4,089 and $5,477 carried at fair value)
5,026,301

4,506,466

Mortgage servicing rights (includes $263,622 and $258,560 carried at fair value)
291,759

284,653

Other real estate owned
751

664

Federal Home Loan Bank stock, at cost
40,732

46,639

Premises and equipment, net
95,737

104,654

Goodwill
22,564

22,564

Other assets
184,107

188,477

Total assets
$
7,029,082

$
6,742,041

LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Deposits
$
5,155,042

$
4,760,952

Federal Home Loan Bank advances
816,591

979,201

Accounts payable and other liabilities
162,252

172,234

Federal funds purchased and securities sold under agreements to repurchase
55,000

—

Long-term debt
125,415

125,274

Total liabilities
6,314,300

6,037,661

Commitments and contingencies (Note 7)


Shareholders’ equity:
Preferred stock, no par value, authorized 10,000 shares, issued and outstanding, 0 shares and 0 shares
—

—

Common stock, no par value, authorized 160,000,000 shares, issued and outstanding, 26,989,742 shares and 26,888,288 shares
511

511

Additional paid-in capital
341,606

339,009

Retained earnings
396,782

371,982

Accumulated other comprehensive loss
(24,117
)
(7,122
)
Total shareholders' equity
714,782

704,380

Total liabilities and shareholders' equity
$
7,029,082

$
6,742,041


See accompanying notes to interim consolidated financial statements (unaudited).

4

HOMESTREET, INC. AND SUBSIDIARIES
INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended September 30,
Nine Months Ended September 30,
(in thousands, except share data)
2018
2017
2018
2017
Interest income:
Loans
$
63,905

$
56,547

$
181,250

$
157,251

Investment securities
5,580

5,264

16,666

16,315

Other
188

170

620

431

69,673

61,981

198,536

173,997

Interest expense:
Deposits
11,286

6,020

28,636

17,510

Federal Home Loan Bank advances
4,720

3,405

13,138

8,174

Federal funds purchased and securities sold under agreements to repurchase
83

—

139

5

Long-term debt
1,695

1,520

4,941

4,513

Other
245

196

575

436

18,029

11,141

47,429

30,638

Net interest income
51,644

50,840

151,107

143,359

Provision for credit losses
750

250

2,500

750

Net interest income after provision for credit losses
50,894

50,590

148,607

142,609

Noninterest income:
Net gain on loan origination and sale activities
44,571

71,010

149,939

197,199

Loan servicing income
7,828

8,282

22,434

26,285

Income from WMS Series LLC
4

166

315

757

Depositor and other retail banking fees
2,038

1,839

5,936

5,306

Insurance agency commissions
588

535

1,658

1,432

(Loss) gain on sale of investment securities available for sale, net
(4
)
331

234

888

Other
3,083

1,721

7,812

7,486

58,108

83,884

188,328

239,353

Noninterest expense:
Salaries and related costs
60,335

75,374

196,153

223,072

General and administrative
14,009

16,147

43,300

49,147

Amortization of core deposit intangibles
406

470

1,219

1,477

Legal
1,111

352

2,680

662

Consulting
539

914

2,174

2,743

Federal Deposit Insurance Corporation assessments
942

791

2,950

2,312

Occupancy
8,442

12,391

31,575

29,480

Information services
8,809

8,760

25,967

24,580

Net cost (benefit) from operation and sale of other real estate owned
2

(502
)
(89
)
(658
)
94,595

114,697

305,929

332,815

Income before income taxes
14,407

19,777

31,006

49,147

Income tax expense
2,572

5,938

6,206

15,116

NET INCOME
$
11,835

$
13,839

$
24,800

$
34,031

Basic income per share
$
0.44

$
0.51

$
0.92

$
1.27

Diluted income per share
$
0.44

$
0.51

$
0.91

$
1.26

Basic weighted average number of shares outstanding
26,985,425

26,883,392

26,963,260

26,857,006

Diluted weighted average number of shares outstanding
27,181,688

27,089,040

27,165,672

27,077,032


See accompanying notes to interim consolidated financial statements (unaudited).

5

HOMESTREET, INC. AND SUBSIDIARIES
INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)

Three Months Ended September 30,
Nine Months Ended September 30,
(in thousands)
2018
2017
2018
2017
Net income
$
11,835

$
13,839

$
24,800

$
34,031

Other comprehensive (loss) income, net of tax:
Unrealized gain (loss) on investment securities available for sale:
Unrealized holding (loss) gain arising during the period, net of tax (benefit) expense of $(1,169) and $665 for the three months ended September 30, 2018 and 2017, and $(4,469), and $3,552 for the nine months ended September 30, 2018 and 2017, respectively
(4,399
)
1,236

(16,811
)
6,597

Reclassification adjustment for net losses (gains) included in net income, net of tax (benefit) expense of zero and $116 for the three months ended September 30, 2018 and 2017, and $49 and $311 for the nine months ended September 30, 2018 and 2017, respectively
4

(215
)
(184
)
(577
)
Other comprehensive (loss) income
(4,395
)
1,021

(16,995
)
6,020

Comprehensive income
$
7,440

$
14,860

$
7,805

$
40,051


See accompanying notes to interim consolidated financial statements (unaudited).

6

HOMESTREET, INC. AND SUBSIDIARIES
INTERIM CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Unaudited)

(in thousands, except share data)
Number
of shares
Common
stock
Additional
paid-in
capital
Retained
earnings
Accumulated
other
comprehensive
income (loss)
Total
Balance, January 1, 2017
26,800,183

$
511

$
336,149

$
303,036

$
(10,412
)
$
629,284

Net income
—

—

—

34,031

—

34,031

Share-based compensation expense
—

—

1,884

—

—

1,884

Common stock issued
84,219

—

250

—

—

250

Other comprehensive income
—

—

—

—

6,020

6,020

Balance, September 30, 2017
26,884,402

$
511

$
338,283

$
337,067

$
(4,392
)
$
671,469

Balance, January 1, 2018
26,888,288

$
511

$
339,009

$
371,982

$
(7,122
)
$
704,380

Net income
—

—

—

24,800

—

24,800

Share-based compensation expense
—

—

2,236

—

—

2,236

Common stock issued
101,454

—

361

—

—

361

Other comprehensive loss
—

—

—

—

(16,995
)
(16,995
)
Balance, September 30, 2018
26,989,742

$
511

$
341,606

$
396,782

$
(24,117
)
$
714,782


See accompanying notes to interim consolidated financial statements (unaudited).

7

HOMESTREET, INC. AND SUBSIDIARIES
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

Nine Months Ended September 30,
(in thousands)
2018
2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
$
24,800

$
34,031

Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation, amortization and accretion
18,671

16,765

Provision for credit losses
2,500

750

Net fair value adjustment and gain on sale of loans held for sale
(71,098
)
(170,209
)
Fair value adjustment of loans held for investment
35

(1,056
)
Origination of mortgage servicing rights
(50,551
)
(56,067
)
Change in fair value of mortgage servicing rights
(28,243
)
31,916

Net gain on sale of investment securities
(234
)
(888
)
Net gain on sale of loans originated as held for investment
(169
)
(2,161
)
Net fair value adjustment, gain on sale and provision for losses on other real estate owned
(92
)
(504
)
Loss on disposal of fixed assets
303

157

Loss on lease abandonment
6,073

4,450

Net deferred income tax expense
4,372

11,513

Share-based compensation expense
2,528

2,129

Origination of loans held for sale
(4,850,098
)
(5,789,638
)
Proceeds from sale of loans originated as held for sale
5,175,266

5,889,561

Changes in operating assets and liabilities:
Decrease in accounts receivable and other assets
4,986

11,660

Decrease in accounts payable and other liabilities
(10,250
)
(13,769
)
Net cash provided by (used in) operating activities
228,799

(31,360
)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of investment securities
(147,134
)
(296,843
)
Proceeds from sale of investment securities
38,465

342,461

Principal repayments and maturities of investment securities
82,432

81,156

Proceeds from sale of other real estate owned
460

3,211

Proceeds from sale of loans originated as held for investment
319,004

140,642

Proceeds from sale of mortgage servicing rights
65,318

—

Mortgage servicing rights purchased from others
—

(565
)
Capital expenditures related to other real estate owned
—

(57
)
Origination of loans held for investment and principal repayments, net
(887,449
)
(695,199
)
Proceeds from sale of property and equipment
467

—

Purchase of property and equipment
(7,056
)
(35,771
)
Net cash acquired from acquisitions
—

19,285

Net cash used in investing activities
(535,493
)
(441,680
)

8

Nine Months Ended September 30,
(in thousands)
2018
2017
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in deposits, net
$
393,916

$
219,332

Proceeds from Federal Home Loan Bank advances
9,077,500

7,557,200

Repayment of Federal Home Loan Bank advances
(9,240,000
)
(7,290,200
)
Proceeds from federal funds purchased and securities sold under agreements to repurchase
1,733,700

351,618

Repayment of federal funds purchased and securities sold under agreements to repurchase
(1,678,700
)
(351,618
)
Proceeds from line of credit draws
30,000

—

Repayment of line of credit draws
(30,000
)
Proceeds from Federal Home Loan Bank stock repurchase
151,771

131,603

Purchase of Federal Home Loan Bank stock
(145,864
)
(143,742
)
Proceeds from stock issuance, net
69

11

Payments from equity raise
—

(46
)
Net cash provided by financing activities
292,392

474,158

NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
(14,302
)
1,118

CASH, CASH EQUIVALENTS AND RESTRICTED CASH:
Cash, cash equivalents and restricted cash, beginning of year
73,909

56,378

Cash, cash equivalents and restricted cash, end of period
59,607

57,496

Less restricted cash included in other assets
(601
)
(2,446
)
CASH AND CASH EQUIVALENTS AT END OF PERIOD
$
59,006

$
55,050

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest paid
$
47,007

$
29,347

Federal and state income taxes refunded, net
193

23,382

Non-cash activities:
Loans held for investment foreclosed and transferred to other real estate owned
455

1,125

Loans transferred from held for investment to held for sale
423,504

246,664

Loans transferred from held for sale to held for investment
57,061

41,686

Ginnie Mae loans recognized with the right to repurchase, net
415

493

Receivable from sale of mortgage servicing rights
3,414

—


See accompanying notes to interim consolidated financial statements (unaudited).

9

HomeStreet, Inc. and Subsidiaries
Notes to Interim Consolidated Financial Statements (Unaudited)

NOTE 1–SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

HomeStreet, Inc. and its wholly owned subsidiaries (the "Company") is a diversified financial services company serving customers primarily on the West Coast of the United States, including Hawaii. The Company is principally engaged in commercial banking, mortgage banking, and consumer/retail banking activities. The Company's consolidated financial statements include the accounts of HomeStreet, Inc. and its wholly owned subsidiaries, HomeStreet Capital Corporation, HomeStreet Statutory Trusts and HomeStreet Bank (the "Bank"), and the Bank’s subsidiaries, HomeStreet/WMS, Inc., HomeStreet Reinsurance, Ltd., Continental Escrow Company, HomeStreet Foundation, HS Properties, Inc., HS Evergreen Corporate Center LLC, Union Street Holdings LLC, HS Cascadia Holdings LLC and YNB Real Estate LLC. HomeStreet Bank was formed in 1986 and is a state-chartered commercial bank.

The Company’s accounting and financial reporting policies conform to accounting principles generally accepted in the United States of America ("U.S. GAAP"). Inter-company balances and transactions have been eliminated in consolidation. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and revenues and expenses during the reporting periods and related disclosures. Some of these estimates require application of management's most difficult, subjective or complex judgments and result in amounts that are inherently uncertain and may change in future periods. Management has made significant estimates in several areas, including the fair value of assets acquired and liabilities assumed in business combinations, allowance for credit losses (Note 3, Loans and Credit Quality ), valuation of residential mortgage servicing rights and loans held for sale (Note 6, Mortgage Banking Operations ), valuation of certain loans held for investment (Note 3, Loans and Credit Quality ), valuation of investment securities (Note 2, Investment Securities ), and valuation of derivatives (Note 5, Derivatives and Hedging Activities ). We have reclassified certain prior period amounts to conform to the current period presentation. These reclassifications are immaterial and have no effect on net income, comprehensive income, cash flows, total assets or total shareholder's equity as previously reported.

These unaudited interim financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the results of the periods presented. These adjustments are of a normal recurring nature, unless otherwise disclosed in this Form 10-Q. The results of operations in the interim financial statements do not necessarily indicate the results that may be expected for the full year. The interim financial information should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2017, filed with the Securities and Exchange Commission ("2017 Annual Report on Form 10-K").

Recent Accounting Developments


In August 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. This ASU adds, eliminates, and modifies certain disclosure requirements for fair value measurements. Among the changes, entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. ASU No. 2018-13 is effective for interim and annual reporting periods beginning after December 15, 2019; early adoption is permitted. Entities are also allowed to elect early adoption of the eliminated or modified disclosure requirements and delay adoption of the added disclosure requirements until their effective date. As ASU No. 2018-13 only revises disclosure requirements, it will not have a material impact on the Company’s Consolidated Financial Statements.

In July 2018, the FASB issued ASU No. 2018-11, “Leases (Topic 842) - Targeted Improvements” to provide entities with relief from the costs of implementing certain aspects of the new leasing standard, ASU No. 2016-02. Specifically, under the amendments in ASU 2018-11: (1) entities may elect not to recast the comparative periods presented when transitioning to the new leasing standard, and (2) lessors may elect to not separate non-lease components from leases when certain conditions are met. The amendments have the same effective date as ASU 2016-02 (January 1, 2019 for the Company). The Company expects to elect both transition options. ASU 2018-11 is not expected to have a material impact on the Company’s Consolidated Financial Statements.

10

In February 2018, the FASB issued ASU No.2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, or ASU 2018-02. The amendments in this update allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act ("Tax Act"). The update does not have any impact on the underlying ASC 740 guidance that requires the effect of a change in tax law be included in income from continuing operations. The amendments in this update are effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted and should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Act is recognized. The Company is currently evaluating the provisions of this guidance to determine the potential impact the new standard will have on the Company's consolidated financial statements.

In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, or ASU 2017-12. This standard better aligns an entity's risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. To meet that objective, the amendments expand and refine hedge accounting for both nonfinancial and financial risk components and align the recognition and presentation of the effects of the hedge instruments and the hedged item in the financial statements. Adoption for this ASU is required for fiscal years and interim periods beginning after December 15, 2018 and early adoption is permitted. The Company is currently evaluating the provisions of this guidance to determine the potential impact the new standard will have on the Company's consolidated financial statements.
In March 2017, the FASB issued ASU No. 2017-08, Receivables - Nonrefundable Fees and other Costs (Subtopic 320-20): Premium Amortization on Purchased Callable Debt Securities, or ASU 2017-08. This standard shortens the amortization period for the premium on certain purchased callable debt securities to the earliest call date to more closely align interest income recorded on bonds held at a premium with the economics of the underlying instrument. Adoption of ASU 2017-08 is required for fiscal years and interim periods within those fiscal years, beginning after December, 15, 2018, early adoption is permitted. The Company has determined the provisions of this guidance will not have a material impact on the Company's consolidated financial statements.
In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, or ASU 2017-04, which eliminates Step 2 from the goodwill impairment test. ASU 2017-04 also eliminates the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. Adoption of ASU 2017-04 is required for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019 with early adoption permitted for annual or interim goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not expect the adoption of ASU 2017-04 to have a material impact on its consolidated financial statements.
In June 2016, FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments . Current U.S. GAAP requires an “incurred loss” methodology for recognizing credit losses that delay recognition until it is probable a loss has been incurred. The main objective of this ASU is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The amendment affects loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial asset not excluded from the scope that has the contractual right to receive cash. The amendments in this ASU replace the incurred loss impairment model in current U.S. GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The amendments in this ASU require a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. The measurement of expected credit losses will be based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. The amendments in this ASU broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually. The use of forecasted information incorporates more timely information in the estimate of expected credit loss, which will be more decision useful to users of the financial statements. The amendments in this ASU will be effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company is still evaluating the effects this ASU will have on the Company’s consolidated financial statements. The Company has formed an internal committee to oversee the project. Upon adoption, the Company expects a change in the processes and procedures to calculate the allowance for loan losses, including changes in assumptions and estimates to consider expected credit losses over the life of the loan versus the current accounting practice that utilizes the incurred loss model. The new guidance may result in an increase in the allowance for loan losses; however, management is still assessing the magnitude

11

of the increase and its impact on the Company's consolidated financial statements. In addition, the current accounting policy and procedures for other-than-temporary impairment on investment securities classified as available for sale will be replaced with an allowance approach. The Company has begun developing and implementing processes to address the provisions of this ASU.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) . Under the new guidance, lessees will be required to recognize the following for all leases 1) a lease liability, which is the present value of a lessee’s obligation to make lease payments, and 2) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. All entities will classify leases to determine how to recognize lease-related revenue and expense. Quantitative and qualitative disclosures will be required by lessees and lessors to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The intention is to require enough information to supplement the amounts recorded in the financial statements so that users can understand more about the nature of an entity’s leasing activities. ASU No. 2016-02 is effective for interim and annual reporting periods beginning after December 15, 2018. All entities are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. As the Company expects to elect the transition option provided in ASU No. 2018-11 (see above), the modified retrospective approach will be applied on January 1, 2019 (as opposed to January 1, 2017). The Company also expects to elect certain relief options offered in ASU 2016-02 including the package of practical expedients, and the option not to recognize right-of-use assets and lease liabilities that arise from short-term leases (i.e., leases with original terms of twelve months or less). The Company will likely elect the hindsight practical expedient, which allows entities to reassess their assumptions used when determining lease term and impairment of right-of-use assets. The Company has facility and equipment lease agreements which are currently being accounted for as operating leases and therefore not being recognized on the Company’s consolidated statement of condition. The Company expects the new guidance will require these lease agreements to be recognized on the consolidated statements of condition as a right-of-use asset and a corresponding lease liability. Therefore, the Company’s preliminary evaluation indicates the provisions of ASU No. 2016-02 are expected to impact the Company’s consolidated statements of financial condition, along with the Company’s regulatory capital ratios. However, the Company does not expect the new guidance to have a material impact on the Company’s consolidated statements of income. The Company is nearing completion of its effort to compile a complete inventory of arrangements containing a lease and accumulating the lease data necessary to apply the amended guidance. In addition, the Company is implementing new software to aid in the transition. The current estimated impact of implementing this ASU at January 1, 2019 is an increase in right-of-use assets ranging between $150.0 million to $175.0 million and an associated increase in lease liabilities on our consolidated statement of financial condition. This estimate is subject to revision as we approach the implementation date of January 1, 2019.


12

NOTE 2–INVESTMENT SECURITIES:

The following table sets forth certain information regarding the amortized cost and fair values of our investment securities available for sale and held to maturity.
At September 30, 2018
(in thousands)
Amortized
cost
Gross
unrealized
gains
Gross
unrealized
losses
Fair
value
AVAILABLE FOR SALE
Mortgage-backed securities:
Residential
$
116,523

$
—

$
(6,229
)
$
110,294

Commercial
35,351

—

(1,052
)
34,299

Municipal bonds
384,230

513

(12,161
)
372,582

Collateralized mortgage obligations:
Residential
167,393

—

(8,097
)
159,296

Commercial
116,671

30

(3,316
)
113,385

Corporate debt securities
22,308

2

(1,051
)
21,259

U.S. Treasury securities
11,207

—

(537
)
10,670

Agency debentures
9,872

—

(555
)
9,317

$
863,555

$
545

$
(32,998
)
$
831,102

HELD TO MATURITY
Mortgage-backed securities:
Residential
$
11,337

$
—

$
(379
)
$
10,958

Commercial
17,387

—

(553
)
16,834

Collateralized mortgage obligations
16,472

6

(109
)
16,369

Municipal bonds
27,294

108

(601
)
26,801

Corporate debt securities
94

—

—

94

$
72,584

$
114

$
(1,642
)
$
71,056


13

At December 31, 2017
(in thousands)
Amortized
cost
Gross
unrealized
gains
Gross
unrealized
losses
Fair
value
AVAILABLE FOR SALE
Mortgage-backed securities:
Residential
$
133,654

$
4

$
(3,568
)
$
130,090

Commercial
24,024

8

(338
)
23,694

Municipal bonds
389,117

2,978

(3,643
)
388,452

Collateralized mortgage obligations:
Residential
164,502

3

(4,081
)
160,424

Commercial
100,001

9

(1,441
)
98,569

Corporate debt securities
25,146

67

(476
)
24,737

U.S. Treasury securities
10,899

—

(247
)
10,652

Agency debentures
9,861

—

(211
)
9,650

$
857,204

$
3,069

$
(14,005
)
$
846,268

HELD TO MATURITY
Mortgage-backed securities:
Residential
$
12,062

$
35

$
(99
)
$
11,998

Commercial
21,015

75

(161
)
20,929

Collateralized mortgage obligations
3,439

—

—

3,439

Municipal bonds
21,423

339

(97
)
21,665

Corporate debt securities
97

—

—

97

$
58,036

$
449

$
(357
)
$
58,128


Mortgage-backed securities ("MBS") and collateralized mortgage obligations ("CMO") represent securities issued by government sponsored enterprises ("GSEs"). Each of the MBS and CMO securities in our investment portfolio are guaranteed by Federal National Mortgage Association ("Fannie Mae"), Government National Mortgage Association ("Ginnie Mae") or Federal Home Loan Mortgage Corporation ("Freddie Mac"). Municipal bonds are comprised of general obligation bonds (i.e., backed by the general credit of the issuer) and revenue bonds (i.e., backed by revenues from the specific project being financed) issued by various municipal corporations. As of September 30, 2018 and December 31, 2017 , all securities held, including municipal bonds and corporate debt securities, were rated investment grade, based upon external ratings where available and, where not available, based upon internal ratings which correspond to ratings as defined by Standard and Poor’s Rating Services (“S&P”) or Moody’s Investors Services (“Moody’s”). As of September 30, 2018 and December 31, 2017 , substantially all securities held had ratings available by external ratings agencies.


14

Investment securities available for sale and held to maturity that were in an unrealized loss position are presented in the following tables based on the length of time the individual securities have been in an unrealized loss position.

At September 30, 2018
Less than 12 months
12 months or more
Total
(in thousands)
Gross
unrealized
losses
Fair
value
Gross
unrealized
losses
Fair
value
Gross
unrealized
losses
Fair
value
AVAILABLE FOR SALE
Mortgage-backed securities:
Residential
$
(151
)
$
4,665

$
(6,078
)
$
105,148

$
(6,229
)
$
109,813

Commercial
(517
)
21,504

(535
)
12,795

(1,052
)
34,299

Municipal bonds
(4,309
)
175,456

(7,852
)
162,506

(12,161
)
337,962

Collateralized mortgage obligations:
Residential
(1,228
)
49,619

(6,869
)
109,677

(8,097
)
159,296

Commercial
(1,488
)
58,535

(1,828
)
44,308

(3,316
)
102,843

Corporate debt securities
(162
)
8,637

(889
)
12,394

(1,051
)
21,031

U.S. Treasury securities
—

—

(537
)
9,374

(537
)
9,374

Agency debentures
—

—

(555
)
9,317

(555
)
9,317

$
(7,855
)
$
318,416

$
(25,143
)
$
465,519

$
(32,998
)
$
783,935

HELD TO MATURITY
Mortgage-backed securities:
Residential
$
(135
)
$
4,591

$
(244
)
$
4,066

$
(379
)
$
8,657

Commercial
(168
)
7,740

(385
)
9,095

(553
)
16,835

Collateralized mortgage obligations
(109
)
12,954

—

—

(109
)
12,954

Municipal bonds
(297
)
11,468

(304
)
9,079

(601
)
20,547

$
(709
)
$
36,753

$
(933
)
$
22,240

$
(1,642
)
$
58,993



15

At December 31, 2017
Less than 12 months
12 months or more
Total
(in thousands)
Gross
unrealized
losses
Fair
value
Gross
unrealized
losses
Fair
value
Gross
unrealized
losses
Fair
value
AVAILABLE FOR SALE
Mortgage-backed securities:
Residential
$
(182
)
$
18,020

$
(3,386
)
$
110,878

$
(3,568
)
$
128,898

Commercial
(113
)
15,265

(225
)
6,748

(338
)
22,013

Municipal bonds
(760
)
105,415

(2,883
)
134,103

(3,643
)
239,518

Collateralized mortgage obligations:
Residential
(612
)
53,721

(3,469
)
104,555

(4,081
)
158,276

Commercial
(538
)
57,236

(903
)
35,225

(1,441
)
92,461

Corporate debt securities
(15
)
5,272

(461
)
13,365

(476
)
18,637

U.S. Treasury securities
(3
)
997

(244
)
9,655

(247
)
10,652

Agency debentures
(211
)
9,650

$
—

—

(211
)
9,650

$
(2,434
)
$
265,576

$
(11,571
)
$
414,529

$
(14,005
)
$
680,105

HELD TO MATURITY
Mortgage-backed securities:
Residential
$
(13
)
$
2,662

$
(86
)
$
4,452

$
(99
)
$
7,114

Commercial
(161
)
15,900

—

—

(161
)
15,900

Collateralized mortgage obligations
—

3,439

—

—

—

3,439

Municipal bonds
(3
)
2,185

(94
)
9,465

(97
)
11,650

$
(177
)
$
24,186

$
(180
)
$
13,917

$
(357
)
$
38,103


The Company has evaluated securities available for sale that are in an unrealized loss position and has determined that the decline in value is temporary and is related to the change in market interest rates since purchase. The decline in value is not related to any issuer- or industry-specific credit event. The Company has not identified any expected credit losses on its debt securities as of September 30, 2018 and December 31, 2017 . In addition, as of September 30, 2018 and December 31, 2017 , the Company had not made a decision to sell any of its debt securities held, nor did the Company consider it more likely than not that it would be required to sell such securities before recovery of their amortized cost basis.


16

The following tables present the fair value of investment securities available for sale and held to maturity by contractual maturity along with the associated contractual yield for the periods indicated below. Contractual maturities for mortgage-backed securities and collateralized mortgage obligations as presented exclude the effect of expected prepayments. Expected maturities will differ from contractual maturities because borrowers may have the right to prepay obligations before the underlying mortgages mature. The weighted-average yield is computed using the contractual coupon of each security weighted based on the fair value of each security and does not include adjustments to a tax equivalent basis.

At September 30, 2018
Within one year
After one year
through five years
After five years
through ten years
After
ten years
Total
(dollars in thousands)
Fair
Value
Weighted
Average
Yield
Fair
Value
Weighted
Average
Yield
Fair
Value
Weighted
Average
Yield
Fair
Value
Weighted
Average
Yield
Fair
Value
Weighted
Average
Yield
AVAILABLE FOR SALE
Mortgage-backed securities:
Residential
$
—

—
%
$
—

—
%
$
7,333

1.60
%
$
102,961

2.05
%
$
110,294

2.02
%
Commercial
—

—

12,759

2.14

17,984

2.86

3,556

2.84

34,299

2.59

Municipal bonds
1,195

2.50

13,264

2.25

33,448

2.77

324,675

3.36

372,582

3.27

Collateralized mortgage obligations:
Residential
—

—

—

—

—

—

159,296

2.30

159,296

2.30

Commercial
—

—

9,203

2.30

24,511

2.78

79,671

2.32

113,385

2.41

Agency debentures
—

—

—

—

9,317

2.18

—

—

9,317

2.18

Corporate debt securities
1,006

2.11

3,982

2.97

13,801

3.34

2,470

3.68

21,259

3.26

U.S. Treasury securities
—

—

1,295

2.80

9,375

1.17

—

—

10,670

1.84

Total available for sale
$
2,201

2.32
%
$
40,503

2.23
%
$
115,769

2.64
%
$
672,629

2.78
%
$
831,102

2.73
%
HELD TO MATURITY
Mortgage-backed securities:
Residential
$
—

—
%
$
—

—
%
$
—

—
%
$
10,958

2.84
%
$
10,958

2.84
%
Commercial
—

—

10,177

2.43

6,657

2.58

—

—

16,834

2.49

Collateralized mortgage obligations
—

—

8,030

3.57

—

—

8,339

2.78

16,369

3.17

Municipal bonds
—

—

1,785

2.83

5,572

2.24

19,444

3.20

26,801

2.97

Corporate debt securities
—

—

—

—

—

—

94

6.00

94

6.00

Total held to maturity
$
—

—
%
$
19,992

2.92
%
$
12,229

2.43
%
$
38,835

3.02
%
$
71,056

2.88
%


17

At December 31, 2017
Within one year
After one year
through five years
After five years
through ten years
After
ten years
Total
(dollars in thousands)
Fair
Value
Weighted
Average
Yield
Fair
Value
Weighted
Average
Yield
Fair
Value
Weighted
Average
Yield
Fair
Value
Weighted
Average
Yield
Fair
Value
Weighted
Average
Yield
AVAILABLE FOR SALE
Mortgage-backed securities:
Residential
$
—

—
%
$
—

—
%
$
8,914

1.63
%
$
121,176

1.97
%
$
130,090

1.94
%
Commercial
—

—

15,356

2.07

4,558

2.03

3,780

2.98

23,694

2.21

Municipal bonds
641

2.64

24,456

3.10

39,883

3.25

323,472

3.81

388,452

3.71

Collateralized mortgage obligations:
Residential
—

—

—

—

—

—

160,424

2.10

160,424

2.10

Commercial
—

—

12,550

2.09

21,837

2.38

64,182

2.13

98,569

2.18

Agency debentures
—

—

—

—

9,650

2.26

—

—

9,650

2.26

Corporate debt securities
1,048

2.11

6,527

2.80

11,033

3.49

6,129

3.57

24,737

3.27

U.S. Treasury securities
997

1.22

—

—

9,655

1.76

—

—

10,652

1.71

Total available for sale
$
2,686

1.90
%
$
58,889

2.58
%
$
105,530

2.67
%
$
679,163

2.90
%
$
846,268

2.85
%
HELD TO MATURITY
Mortgage-backed securities:
Residential
$
—

—
%
$
—

—
%
$
—

—
%
$
11,998

2.93
%
$
11,998

2.93
%
Commercial
—

—

6,577

2.15

14,352

2.71

—

—

20,929

2.53

Collateralized mortgage obligations
—

—

—

—

—

—

3,439

1.90

3,439

1.90

Municipal bonds
—

—

1,846

3.35

4,630

2.57

15,189

3.50

21,665

3.28

Corporate debt securities
—

—

—

—

—

—

97

6.00

97

6.00

Total held to maturity
$
—

—
%
$
8,423

2.41
%
$
18,982

2.68
%
$
30,723

3.10
%
$
58,128

2.86
%


Sales of investment securities available for sale were as follows.
Three Months Ended September 30,
Nine Months Ended September 30,
(in thousands)
2018
2017
2018
2017
Proceeds
$
16,233

$
27,827

$
38,465

$
342,461

Gross gains
39

331

300

907

Gross losses
(43
)
—

(66
)
(19
)


18

The following table summarizes the carrying value of securities pledged as collateral to secure borrowings, public deposits and other purposes as permitted or required by law:

(in thousands)
At September 30,
2018
At December 31,
2017
Federal Home Loan Bank to secure borrowings
$
100,857

$
425,866

Washington and California State to secure public deposits
128,533

118,828

Securities pledged to secure derivatives in a liability position
14,585

7,308

Other securities pledged
3,904

6,089

Total securities pledged as collateral
$
247,879

$
558,091



The Company assesses the creditworthiness of the counterparties that hold the pledged collateral and has determined that these arrangements have little risk. There were no securities pledged under repurchase agreements at September 30, 2018 and December 31, 2017 .

Tax-exempt interest income on securities totaled $2.0 million and $2.0 million for the three months ended September 30, 2018 and 2017 , respectively, and $6.2 million and $6.9 million for the nine months ended September 30, 2018 and 2017 , respectively, was recorded in the Company's consolidated statements of operations.

NOTE 3–LOANS AND CREDIT QUALITY:

For a detailed discussion of loans and credit quality, including accounting policies and the methodology used to estimate the allowance for credit losses, see Note 1, Summary of Significant Accounting Policies, and Note 5 , Loans and Credit Quality, within our 2017 Annual Report on Form 10-K.

The Company's portfolio of loans held for investment is divided into two portfolio segments, consumer loans and commercial loans, which are the same segments used to determine the allowance for loan losses. Within each portfolio segment, the Company monitors and assesses credit risk based on the risk characteristics of each of the following loan classes: single family and home equity and other loans within the consumer loan portfolio segment and non-owner occupied commercial real estate, multifamily, construction/land development and owner occupied commercial real estate and commercial business loans within the commercial loan portfolio segment.


19

Loans held for investment consist of the following:
(in thousands)
At September 30,
2018
At December 31,
2017
Consumer loans
Single family (1)
$
1,418,140

$
1,381,366

Home equity and other
540,960

453,489

Total consumer loans
1,959,100

1,834,855

Commercial real estate loans
Non-owner occupied commercial real estate
667,429

622,782

Multifamily
893,105

728,037

Construction/land development
790,622

687,631

Total commercial real estate loans
2,351,156

2,038,450

Commercial and industrial loans
Owner occupied commercial real estate
420,724

391,613

Commercial business
314,852

264,709

Total commercial and industrial loans
735,576

656,322

Loans held for investment before deferred fees, costs and allowance
5,045,832

4,529,627

Net deferred loan fees and costs
20,907

14,686

5,066,739

4,544,313

Allowance for loan losses
(40,438
)
(37,847
)
Total loans held for investment
$
5,026,301

$
4,506,466

(1)
Includes $4.1 million and $5.5 million at September 30, 2018 and December 31, 2017 , respectively, of loans where a fair value option election was made at the time of origination and, therefore, are carried at fair value with changes recognized in the consolidated statements of operations.

Loans in the amount of $2.29 billion and $1.81 billion at September 30, 2018 and December 31, 2017 , respectively, were pledged to secure borrowings from the Federal Home Loan Bank ("FHLB") as part of our liquidity management strategy. Additionally, loans totaling $515.4 million and $663.8 million at September 30, 2018 and December 31, 2017 , respectively, were pledged to secure borrowings from the Federal Reserve Bank. The FHLB and Federal Reserve Bank do not have the right to sell or re-pledge these loans.


Credit Risk Concentrations
Concentrations of credit risk arise when a number of customers are engaged in similar business activities or activities in the same geographic region, or when they have similar economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic conditions.

Loans held for investment are primarily secured by real estate located in the Pacific Northwest, California and Hawaii. At September 30, 2018 , we had concentrations representing 10% or more of the total portfolio by state and property type for the single family loan class within the states of Washington and California, which represented 13.4% and 10.4% of the total portfolio, respectively. In addition, at September 30, 2018 , we had concentrations representing 10% or more of the total portfolio by state and property type for the multifamily loan class within the state of California, which represented 10.6% of the total portfolio. At December 31, 2017 , we had concentrations representing 10% or more of the total portfolio by state and property type for the single family loan class within the states of Washington and California, which represented 15.0% and 10.9% of the total portfolio, respectively.

Credit Quality

Management considers the level of allowance for loan losses to be appropriate to cover credit losses inherent within the loans held for investment portfolio as of September 30, 2018 . In addition to the allowance for loan losses, the Company maintains a separate allowance for losses related to unfunded loan commitments, and this amount is included in accounts payable and other liabilities on our consolidated statements of financial condition. Collectively, these allowances are referred to as the allowance for credit losses. The allowance for unfunded commitments was $1.4 million at September 30, 2018 , compared to $1.1 million at September 30, 2017 .

20


For further information on the policies that govern the determination of the allowance for loan losses levels, see Note 1, Summary of Significant Accounting Policies, within our 2017 Annual Report on Form 10-K.

Activity in the allowance for credit losses was as follows.
Three Months Ended September 30,
Nine Months Ended September 30,
(in thousands)
2018
2017
2018
2017
Allowance for credit losses (roll-forward):
Beginning balance
$
40,982

$
37,470

$
39,116

$
35,264

Provision for credit losses
750

250

2,500

750

Recoveries (charge-offs), net
122

475

238

2,181

Ending balance
$
41,854

$
38,195

$
41,854

$
38,195



21

Activity in the allowance for credit losses by loan portfolio and loan class was as follows.

Three Months Ended September 30, 2018
(in thousands)
Beginning
balance
Charge-offs
Recoveries
(Reversal of) Provision
Ending
balance
Consumer loans
Single family
$
8,594

$
(43
)
$
2

$
(46
)
$
8,507

Home equity and other
7,346

(107
)
102

205

7,546

Total consumer loans
15,940

(150
)
104

159

16,053

Commercial real estate loans
Non-owner occupied commercial real estate
4,764

—

—

249

5,013

Multifamily
5,017

—

—

608

5,625

Construction/land development
9,205

—

170

(94
)
9,281

Total commercial real estate loans
18,986

—

170

763

19,919

Commercial and industrial loans
Owner occupied commercial real estate
3,032

—

—

111

3,143

Commercial business
3,024

(10
)
8

(283
)
2,739

Total commercial and industrial loans
6,056

(10
)
8

(172
)
5,882

Total allowance for credit losses
$
40,982

$
(160
)
$
282

$
750

$
41,854


Three Months Ended September 30, 2017
(in thousands)
Beginning
balance
Charge-offs
Recoveries
(Reversal of) Provision
Ending
balance
Consumer loans
Single family
$
8,288

$
—

$
2

$
791

$
9,081

Home equity and other
6,856

(72
)
428

(219
)
6,993

Total consumer loans
15,144

(72
)
430

572

16,074

Commercial real estate loans
Non-owner occupied commercial real estate
4,916

—

—

147

5,063

Multifamily
4,059

—

—

(3
)
4,056

Construction/land development
8,226

—

172

(451
)
7,947

Total commercial real estate loans
17,201

—

172

(307
)
17,066

Commercial and industrial loans
Owner occupied commercial real estate
2,539

—

—

(101
)
2,438

Commercial business
2,586

(201
)
146

86

2,617

Total commercial and industrial loans
5,125

(201
)
146

(15
)
5,055

Total allowance for credit losses
$
37,470

$
(273
)
$
748

$
250

$
38,195



22

Nine Months Ended September 30, 2018
(in thousands)
Beginning
balance
Charge-offs
Recoveries
(Reversal of) Provision
Ending
balance
Consumer loans
Single family
$
9,412

$
(43
)
$
284

$
(1,146
)
$
8,507

Home equity and other
7,081

(349
)
325

489

7,546

16,493

(392
)
609

(657
)
16,053

Commercial real estate loans
Non-owner occupied commercial real estate
4,755

—

—

258

5,013

Multifamily
3,895

—

—

1,730

5,625

Construction/land development
8,677

—

513

91

9,281

Total commercial real estate loans
17,327


—


513


2,079

19,919

Commercial and industrial loans


Owner occupied commercial real estate
2,960

—

—

183

3,143

Commercial business
2,336

(663
)
171

895

2,739

Total commercial and industrial loans
5,296

(663
)
171

1,078

5,882

Total allowance for credit losses
$
39,116

$
(1,055
)
$
1,293

$
2,500

$
41,854



Nine Months Ended September 30, 2017
(in thousands)
Beginning
balance
Charge-offs
Recoveries
(Reversal of) Provision
Ending
balance
Consumer loans
Single family
$
8,196

$
(2
)
$
1,018

$
(131
)
$
9,081

Home equity and other
6,153

(583
)
781

642

6,993

14,349

(585
)
1,799

511

16,074

Commercial real estate loans
Non-owner occupied commercial real estate
4,481

—

—

582

5,063

Multifamily
3,086

—

—

970

4,056

Construction/land development
8,553

—

606

(1,212
)
7,947

Total commercial real estate loans
16,120


—


606


340


17,066

Commercial and industrial loans
Owner occupied commercial real estate
2,199

—

—

239

2,438

Commercial business
2,596

(217
)
578

(340
)
2,617

4,795

(217
)
578

(101
)
5,055

Total allowance for credit losses
$
35,264

$
(802
)
$
2,983

$
750

$
38,195













23

The following tables disaggregate our allowance for credit losses and recorded investment in loans by impairment methodology.
At September 30, 2018
(in thousands)
Allowance:
collectively
evaluated for
impairment
Allowance:
individually
evaluated for
impairment
Total
Loans:
collectively
evaluated for
impairment
Loans:
individually
evaluated for
impairment
Total
Consumer loans
Single family
$
8,431

$
76

$
8,507

$
1,348,103

$
65,961

$
1,414,064

Home equity and other
7,503

43

7,546

539,695

1,252

540,947

Total consumer loans
15,934

119

16,053

1,887,798

67,213

1,955,011

Commercial loans
Non-owner occupied commercial real estate
5,013

—

5,013

667,429

—

667,429

Multifamily
5,625

—

5,625

892,610

495

893,105

Construction/land development
9,281

—

9,281

789,932

690

790,622

Total commercial real estate loans
19,919

—

19,919

2,349,971

1,185

2,351,156

Commercial and industrial loans
Owner occupied commercial real estate
3,143

—

3,143

419,485

1,239

420,724

Commercial business
2,544

195

2,739

313,088

1,764

314,852

Total commercial and industrial loans
5,687


195


5,882


732,573


3,003


735,576

Total loans evaluated for impairment
41,540

314

41,854

4,970,342

71,401

5,041,743

Loans held for investment carried at fair value
—

—

—

—

—

4,089

(1)
Total loans held for investment
$
41,540

$
314

$
41,854

$
4,970,342

$
71,401

$
5,045,832

At December 31, 2017
(in thousands)
Allowance:
collectively
evaluated for
impairment
Allowance:
individually
evaluated for
impairment
Total
Loans:
collectively
evaluated for
impairment
Loans:
individually
evaluated for
impairment
Total
Consumer loans
Single family
$
9,188

$
224

$
9,412

$
1,300,939

$
74,967

$
1,375,906

Home equity and other
7,036

45

7,081

452,182

1,290

453,472

Total consumer loans
16,224

269

16,493

1,753,121

76,257

1,829,378

Commercial real estate loans
Non-owner occupied commercial real estate
4,755

—

4,755

622,782

—

622,782

Multifamily
3,895

—

3,895

727,228

809

728,037

Construction/land development
8,677

—

8,677

687,177

454

687,631

Total commercial real estate loans
17,327

—

17,327

2,037,187

1,263

2,038,450

Commercial and industrial loans
Owner occupied commercial real estate
2,960

—

2,960

388,624

2,989

391,613

Commercial business
2,316

20

2,336

261,603

3,106

264,709

Total commercial and industrial loans
5,276

20

5,296

650,227

6,095

656,322

Total loans evaluated for impairment
38,827

289

39,116

4,440,535

83,615

4,524,150

Loans held for investment carried at fair value
—

—

—

5,246

231

5,477

(1)
Total loans held for investment
$
38,827

$
289

$
39,116

$
4,445,781

$
83,846

$
4,529,627

(1)
Comprised of single family loans where a fair value option election was made at the time of origination and, therefore, are carried at fair value with changes recognized in the consolidated statements of operations.


24

Impaired Loans
The following tables present impaired loans by loan portfolio segment and loan class.
At September 30, 2018
(in thousands)
Recorded
investment (1)
Unpaid
principal
balance (2)
Related
allowance
With no related allowance recorded:
Consumer loans
Single family
$
64,399

$
65,190

$
—

Home equity and other
754

779

—

Total consumer loans
65,153

65,969

—

Commercial real estate loans
Multifamily
495

495

—

Construction/land development
690

690

—

Total commercial real estate loans
1,185

1,185

—

Commercial and industrial loans
Owner occupied commercial real estate
1,239

1,555

—

Commercial business
1,534

2,172

—

Total commercial and industrial loans
2,773

3,727

—

$
69,111

$
70,881

$
—

With an allowance recorded:
Consumer loans
Single family
$
1,562

$
1,630

$
76

Home equity and other
498

498

43

Total consumer loans
2,060

2,128

119

Commercial and industrial loans
Commercial business
230

920

195

Total commercial and industrial loans
230

920

195

$
2,290

$
3,048

$
314

Total:
Consumer loans
Single family (3)
$
65,961

$
66,820

$
76

Home equity and other
1,252

1,277

43

Total consumer loans
67,213

68,097

119

Commercial real estate loans
Multifamily
495

495

—

Construction/land development
690

690

—

Total commercial and industrial loans
1,185

1,185

—

Commercial and industrial loans
Owner occupied commercial real estate
1,239

1,555

—

Commercial business
1,764

3,092

195

Total commercial and industrial loans
3,003

4,647

195

Total impaired loans
$
71,401

$
73,929

$
314


(1)
Includes partial charge-offs and nonaccrual interest paid and purchase discounts and premiums.
(2)
Unpaid principal balance does not include partial charge-offs, purchase discounts and premiums or nonaccrual interest paid. Related allowance is calculated on net book balances not unpaid principal balances.
(3)
Includes $64.2 million in single family performing trouble debt restructurings ("TDRs").


25

At December 31, 2017
(in thousands)
Recorded
investment (1)
Unpaid
principal
balance (2)
Related
allowance
With no related allowance recorded:
Consumer loans
Single family
$
71,264

(4)
$
72,424

$
—

Home equity and other
782

807

—

Total consumer loans
72,046

73,231

—

Commercial real estate loans
Multifamily
809

837

—

Construction/land development
454

454

—

Total commercial real estate loans
1,263


1,291


—

Commercial and industrial loans
Owner occupied commercial real estate
2,989

3,288

—

Commercial business
2,398

3,094

—

Total commercial and industrial loans
5,387

6,382

—

$
78,696

$
80,904

$
—

With an allowance recorded:
Consumer loans
Single family
$
3,934

$
4,025

$
224

Home equity and other
508

508

45

Total consumer loans
4,442

4,533

269

Commercial and industrial loans
Commercial business
708

755

20

Total commercial and industrial loans
708

755

20

$
5,150

$
5,288

$
289

Total:
Consumer loans
Single family (3)
$
75,198

$
76,449

$
224

Home equity and other
1,290

1,315

45

Total consumer loans
76,488

77,764

269

Commercial real estate loans
Multifamily
809

837

—

Construction/land development
454

454

—

Total commercial real estate loans
1,263

1,291

—

Commercial and industrial loans
Owner occupied commercial real estate
2,989

3,288

—

Commercial business
3,106

3,849

20

Total commercial and industrial loans
6,095

7,137

20

Total impaired loans
$
83,846

$
86,192

$
289

(1)
Includes partial charge-offs and nonaccrual interest paid and purchase discounts and premiums.
(2)
Unpaid principal balance does not include partial charge-offs, purchase discounts and premiums or nonaccrual interest paid. Related allowance is calculated on net book balances not unpaid principal balances.
(3)
Includes $69.6 million in single family performing TDRs.
(4)
Includes $231 thousand of fair value option loans.

26


The following tables provide the average recorded investment and interest income recognized on impaired loans by portfolio segment and class.

Three Months Ended September 30, 2018
Three Months Ended September 30, 2017
(in thousands)
Average Recorded Investment
Interest Income Recognized
Average Recorded Investment
Interest Income Recognized
Consumer loans
Single family
$
66,754

$
653

$
81,770

$
738

Home equity and other
1,256

20

1,501

19

Total consumer loans
68,010

673

83,271

757

Commercial real estate loans
Non-owner occupied commercial real estate
—

—

584

—

Multifamily
640

6

825

6

Construction/land development
677

6

1,015

21

Total commercial real estate loans
1,317

12

2,424

27

Commercial and industrial loans
Owner occupied commercial real estate
1,250

19

2,376

33

Commercial business
1,895

28

2,045

30

Total commercial and industrial loans
3,145

47

4,421

63

$
72,472

$
732

$
90,116

$
847



Nine Months Ended September 30, 2018
Nine Months Ended September 30, 2017
(in thousands)
Average Recorded Investment
Interest Income Recognized
Average Recorded Investment
Interest Income Recognized
Consumer loans
Single family
$
69,384

$
1,963

$
81,889

$
2,278

Home equity and other
1,267

58

1,475

62

Total consumer loans
70,651

2,021

83,364

2,340

Commercial real estate loans
Non-owner occupied commercial real estate
—

—

904

—

Multifamily
722

18

833

18

Construction/land development
600

17

1,277

68

Total commercial real estate loans
1,322


35


3,014


86

Commercial and industrial loans
Owner occupied commercial real estate
2,085

74

2,542

129

Commercial business
2,420

94

2,579

113

Total commercial and industrial loans
4,505

168

5,121

242

$
76,478

$
2,224

$
91,499

$
2,668



Credit Quality Indicators

Management regularly reviews loans in the portfolio to assess credit quality indicators and to determine appropriate loan classification and grading in accordance with applicable bank regulations. The Company's risk rating methodology assigns risk ratings ranging from 1 to 10, where a higher rating represents higher risk. The Company differentiates its lending portfolios into homogeneous loans and non-homogeneous loans.


27

The 10 risk rating categories can be generally described by the following groupings for non-homogeneous loans:

Pass. We have five pass risk ratings which represent a level of credit quality that ranges from no well-defined deficiency or weakness to some noted weakness, however the risk of default on any loan classified as pass is expected to be remote. The five pass risk ratings are described below:

Minimal Risk . A minimal risk loan, risk rated 1-Exceptional, is to a borrower of the highest quality. The borrower has an unquestioned ability to produce consistent profits and service all obligations and can absorb severe market disturbances with little or no difficulty.

Low Risk. A low risk loan, risk rated 2-Superior, is similar in characteristics to a minimal risk loan. Balance sheet and operations are slightly more prone to fluctuations within the business cycle; however, debt capacity and debt service coverage remains strong. The borrower will have a strong demonstrated ability to produce profits and absorb market disturbances.

Modest Risk. A modest risk loan, risk rated 3-Excellent, is a desirable loan with excellent sources of repayment and no currently identifiable risk associated with collection. The borrower exhibits a very strong capacity to repay the loan in accordance with the repayment agreement. The borrower may be susceptible to economic cycles, but will have cash reserves to weather these cycles.

Average Risk. An average risk loan, risk rated 4-Good, is an attractive loan with sound sources of repayment and no material collection or repayment weakness evident. The borrower has an acceptable capacity to pay in accordance with the agreement. The borrower is susceptible to economic cycles and more efficient competition, but should have modest reserves sufficient to survive all but the most severe downturns or major setbacks.

Acceptable Risk. An acceptable risk loan, risk rated 5-Acceptable, is a loan with lower than average, but still acceptable credit risk. These borrowers may have higher leverage, less certain but viable repayment sources, have limited financial reserves and may possess weaknesses that can be adequately mitigated through collateral, structural or credit enhancement. The borrower is susceptible to economic cycles and is less resilient to negative market forces or financial events. Reserves may be insufficient to survive a modest downturn.

Watch. A watch loan, risk rated 6-Watch, is still pass-rated, but represents the lowest level of acceptable risk due to an emerging risk element or declining performance trend. Watch ratings are expected to be temporary, with issues resolved or manifested to the extent that a higher or lower rating would be appropriate. The borrower should have a plausible plan, with reasonable certainty of success, to correct the problems in a short period of time. Borrowers rated watch are characterized by elements of uncertainty, such as:
•
The borrower may be experiencing declining operating trends, strained cash flows or less-than anticipated financial performance. Cash flow should still be adequate to cover debt service, and the negative trends should be identified as being of a short-term or temporary nature.
•
The borrower may have experienced a minor, unexpected covenant violation.
•
The borrower may be experiencing tight working capital or have a cash cushion deficiency.
•
A loan may also be a watch if financial information is late, there is a documentation deficiency, the borrower has experienced unexpected management turnover, or if it faces industry issues that, when combined with performance factors create uncertainty in its future ability to perform.
•
Delinquent payments, increasing and material overdraft activity, request for bulge and/or out-of-formula advances may be an indicator of inadequate working capital and may suggest a lower rating.
•
Failure of the intended repayment source to materialize as expected, or renewal of a loan (other than cash/marketable security secured or lines of credit) without reduction are possible indicators of a watch or worse risk rating.

Special Mention. A special mention loan, risk rated 7-Special Mention, has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loans or the institution's credit position at some future date. Loans in this category contain unfavorable characteristics and are generally undesirable. They are currently protected but are potentially weak and constitute an undue and unwarranted credit risk, but not to the point of a substandard classification. A special mention loan has potential weaknesses, which if not checked or corrected, weaken the loan or inadequately protect the Company’s position at some future date. Such weaknesses include:

28

•
Performance is poor or significantly less than expected. There may be a temporary debt-servicing deficiency or inadequate working capital as evidenced by a cash cushion deficiency, but not to the extent that repayment is compromised. Material violation of financial covenants is common.
•
Loans with unresolved material issues that significantly cloud the debt service outlook, even though a debt servicing deficiency does not currently exist.
•
Modest underperformance or deviation from plan for real estate loans where absorption of rental/sales units is necessary to properly service the debt as structured. Depth of support for interest carry provided by owner/guarantors may mitigate and provide for improved rating.
•
This rating may be assigned when a loan officer is unable to supervise the credit properly, or when there is an inadequate loan agreement, an inability to control collateral, failure to obtain proper documentation, or any other deviation from prudent lending practices.
•
Unlike a substandard credit, there should be a reasonable expectation that these temporary issues will be corrected within the normal course of business, rather than through liquidation of assets, and in a reasonable period of time.

Substandard. A substandard loan, risk rated 8-Substandard, is inadequately protected by the current sound worth and paying capacity of the borrower or of the collateral pledged, if any. Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the loan. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. Loss potential, while existing in the aggregate amount of substandard loans, does not have to exist in individual loans classified substandard. Loans are classified as substandard when they have unsatisfactory characteristics causing unacceptable levels of risk. A substandard loan normally has one or more well-defined weaknesses that could jeopardize repayment of the loan. The likely need to liquidate assets to correct the problem, rather than repayment from successful operations, is the key distinction between special mention and substandard. The following are examples of well-defined weaknesses:
•
Cash flow deficiencies or trends are of a magnitude to jeopardize current and future payments with no immediate relief. A loss is not presently expected, however the outlook is sufficiently uncertain to preclude ruling out the possibility.
•
The borrower has been unable to adjust to prolonged and unfavorable industry or economic trends.
•
Material underperformance or deviation from plan for real estate loans where absorption of rental/sales units is necessary to properly service the debt and risk is not mitigated by willingness and capacity of owner/guarantor to support interest payments.
•
Management character or honesty has become suspect. This includes instances where the borrower has become uncooperative.
•
Due to unprofitable or unsuccessful business operations, some form of restructuring of the business, including liquidation of assets, has become the primary source of loan repayment. Cash flow has deteriorated, or been diverted, to the point that sale of collateral is now the Company’s primary source of repayment (unless this was the original source of repayment). If the collateral is under the Company’s control and is cash or other liquid, highly marketable securities and properly margined, then a more appropriate rating might be special mention or watch.
•
The borrower is involved in bankruptcy proceedings where collateral liquidation values are expected to fully protect the Company against loss.
•
There is material, uncorrectable faulty documentation or materially suspect financial information.

Doubtful. Loans classified as doubtful, risk rated 9-Doubtful, have all the weaknesses inherent in one classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. The possibility of loss is extremely high, but because of certain important and reasonably specific pending factors, which may work towards strengthening the loan, classification as a loss (and immediate charge-off) is deferred until more exact status may be determined. Pending factors include proposed merger, acquisition, liquidation procedures, capital injection, and perfection of liens on additional collateral and refinancing plans. In certain circumstances, a doubtful rating will be temporary, while the Company is awaiting an updated collateral valuation. In these cases, once the collateral is valued and appropriate margin applied, the remaining uncollateralized portion will be charged-off. The remaining balance, properly margined, may then be upgraded to substandard, however must remain on non-accrual.


29

Loss. Loans classified as loss, risk rated 10-Loss, are considered uncollectible and of such little value that the continuance as an active Company asset is not warranted. This rating does not mean that the loan has no recovery or salvage value, but rather that the loan should be charged-off now, even though partial or full recovery may be possible in the future.

Impaired. Loans are classified as impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal and interest when due, in accordance with the terms of the original loan agreement, without unreasonable delay. This includes all loans classified as nonaccrual and troubled debt restructurings. Impaired loans are risk rated for internal and regulatory rating purposes, but presented separately for clarification.

Homogeneous loans maintain their original risk rating until they are greater than 30 days past due, and risk rating reclassification is based primarily on the past due status of the loan. The risk rating categories can be generally described by the following groupings for commercial and commercial real estate homogeneous loans:

Watch. A homogeneous watch loan, risk rated 6, is 30-59 days past due from the required payment date at month-end.

Special Mention. A homogeneous special mention loan, risk rated 7, is 60-89 days past due from the required payment date at month-end.

S ubstandard. A homogeneous substandard loan, risk rated 8, is 90 days or more past due from the required payment date at month-end.

Loss. A homogeneous loss loan is risk rated 10 when the loss has been confirmed and charged off through the Bank’s commercial special assets collection process.

The risk rating categories can be generally described by the following groupings for residential and home equity and other homogeneous loans:

Watch. A homogeneous retail watch loan, risk rated 6, is 60-89 days past due from the required payment date at month-end.

Substandard. A homogeneous retail substandard loan, risk rated 8, is 90-179 days past due from the required payment date at month-end.

Loss. A homogeneous retail loss loan is risk rated 10 when it becomes past due 180 cumulative days from the contractual due date. These loans are generally charged-off in the month in which the 180 day period elapses.

Residential and home equity loans modified in a troubled debt restructure are not considered homogeneous. The risk rating classification for such loans are based on the non-homogeneous definitions noted above.


30

The following tables summarize designated loan grades by loan portfolio segment and loan class.
At September 30, 2018
(in thousands)
Pass
Watch
Special mention
Substandard
Total
Consumer loans
Single family
$
1,396,810

(1)
$
4,468

$
10,026

$
6,836

$
1,418,140

Home equity and other
539,215

194

391

1,160

540,960

1,936,025

4,662

10,417

7,996

1,959,100

Commercial real estate loans
Non-owner occupied commercial real estate
655,767

3,152

7,700

810

667,429

Multifamily
888,968

3,642

495

—

893,105

Construction/land development
762,298

16,547

6,960

4,817

790,622

2,307,033

23,341

15,155

5,627

2,351,156

Commercial and industrial loans
Owner occupied commercial real estate
386,458

20,240

13,178

848

420,724

Commercial business
282,798

14,643

16,308

1,103

314,852

669,256

34,883

29,486

1,951

735,576

$
4,912,314

$
62,886

$
55,058

$
15,574

$
5,045,832

(1)
Includes $4.1 million of loans where a fair value option election was made at the time of origination and, therefore, are carried at fair value with changes recognized in the consolidated statements of operations.

At December 31, 2017
(in thousands)
Pass
Watch
Special mention
Substandard
Total
Consumer loans
Single family
$
1,355,965

(1)
$
2,982

$
11,328

$
11,091

$
1,381,366

Home equity and other
451,194

143

751

1,401

453,489

1,807,159

3,125

12,079

12,492

1,834,855

Commercial real estate loans
Non-owner occupied commercial real estate
613,181

8,801

—

800

622,782

Multifamily
693,190

34,038

507

302

728,037

Construction/land development
664,025

22,062

1,466

78

687,631

1,970,396

64,901

1,973

1,180

2,038,450

Commercial and industrial loans
Owner occupied commercial real estate
361,429

20,949

6,399

2,836

391,613

Commercial business
220,461

39,588

1,959

2,701

264,709

581,890

60,537

8,358

5,537

656,322

$
4,359,445

$
128,563

$
22,410

$
19,209

$
4,529,627

(1)
Includes $5.5 million of loans where a fair value option election was made at the time of origination and, therefore, are carried at fair value with changes recognized in the consolidated statements of operations.

As of September 30, 2018 and December 31, 2017 , none of the Company's loans were rated Doubtful or Loss. For a detailed discussion on credit quality, see Note 5, Loans and Credit Quality , within our 2017 Annual Report on Form 10-K.


31

Nonaccrual and Past Due Loans
Loans are placed on nonaccrual status when the full and timely collection of principal and interest is doubtful, generally when the loan becomes 90 days or more past due for principal or interest payment or if part of the principal balance has been charged off. Loans whose repayments are insured by the Federal Housing Administration ("FHA") or guaranteed by the Veterans Administration ("VA") are generally maintained on accrual status even if 90 days or more past due.
The following tables present an aging analysis of past due loans by loan portfolio segment and loan class.
At September 30, 2018
(in thousands)
30-59 days
past due
60-89 days
past due
90 days or
more
past due
Total past
due
Current
Total
loans
90 days or
more past
due and
accruing
Consumer loans
Single family
$
9,155

$
6,919

$
45,997

$
62,071

$
1,356,069

(1)
$
1,418,140

$
39,161

(2)
Home equity and other
494

90

1,160

1,744

539,216

540,960

—

9,649

7,009

47,157

63,815

1,895,285

1,959,100

39,161

Commercial real estate loans
Non-owner occupied commercial real estate
—

—

—

—

667,429

667,429

—

Multifamily
—

—

—

—

893,105

893,105

—

Construction/land development
—

—

74

74

790,548

790,622

—

—

—

74

74

2,351,082

2,351,156

—

Commercial and industrial loans
Owner occupied commercial real estate
—

—

384

384

420,340

420,724

—

Commercial business
—

—

1,184

1,184

313,668

314,852

—

—

—

1,568

1,568

734,008

735,576

—

$
9,649

$
7,009

$
48,799

$
65,457

$
4,980,375

$
5,045,832

$
39,161


At December 31, 2017
(in thousands)
30-59 days
past due
60-89 days
past due
90 days or
more
past due
Total past
due
Current
Total
loans
90 days or
more past
due and
accruing
Consumer loans
Single family
$
10,493

$
4,437

$
48,262

$
63,192

$
1,318,174

(1)
$
1,381,366

$
37,171

(2)
Home equity and other
750

20

1,404

2,174

451,315

453,489

—

11,243

4,457

49,666

65,366

1,769,489

1,834,855

37,171

Commercial real estate loans
Non-owner occupied commercial real estate
—

—

—

—

622,782

622,782

—

Multifamily
—

—

302

302

727,735

728,037

—

Construction/land development
641

—

78

719

686,912

687,631

—

641

—

380

1,021

2,037,429

2,038,450

—

Commercial and industrial loans
Owner occupied commercial real estate
—

—

640

640

390,973

391,613

—

Commercial business
377

—

1,526

1,903

262,806

264,709

—

377

—

2,166

2,543

653,779

656,322

—

$
12,261

$
4,457

$
52,212

$
68,930

$
4,460,697

$
4,529,627

$
37,171


(1)
Includes $4.1 million and $5.5 million of loans at September 30, 2018 and December 31, 2017 , respectively, where a fair value option election was made at the time of origination and, therefore, are carried at fair value with changes recognized in our consolidated statements of operations.
(2)
FHA-insured and VA-guaranteed single family loans that are 90 days or more past due are maintained on accrual status if they are determined to have little to no risk of loss.

32


The following tables present performing and nonperforming loan balances by loan portfolio segment and loan class.
At September 30, 2018
(in thousands)
Accrual
Nonaccrual
Total
Consumer loans
Single family
$
1,411,304

(1)
$
6,836

$
1,418,140

Home equity and other
539,800

1,160

540,960

1,951,104

7,996

1,959,100

Commercial real estate loans
Non-owner occupied commercial real estate
667,429

—

667,429

Multifamily
893,105

—

893,105

Construction/land development
790,548

74

790,622

2,351,082

74

2,351,156

Commercial and industrial loans
Owner occupied commercial real estate
420,340

384

420,724

Commercial business
313,668

1,184

314,852

734,008

1,568

735,576

$
5,036,194

$
9,638

$
5,045,832



At December 31, 2017
(in thousands)
Accrual
Nonaccrual
Total
Consumer loans
Single family
$
1,370,275

(1)
$
11,091

$
1,381,366

Home equity and other
452,085

1,404

453,489

1,822,360

12,495

1,834,855

Commercial real estate loans
Non-owner occupied commercial real estate
622,782

—

622,782

Multifamily
727,735

302

728,037

Construction/land development
687,553

78

687,631

2,038,070


380


2,038,450

Commercial and industrial loans
Owner occupied commercial real estate
390,973

640

391,613

Commercial business
263,183

1,526

264,709

654,156

2,166

656,322

$
4,514,586

$
15,041

$
4,529,627


(1)
Includes $4.1 million and $5.5 million of loans at September 30, 2018 and December 31, 2017 , where a fair value option election was made at the time of origination and, therefore, are carried at fair value with changes recognized in the consolidated statements of operations.


33

The following tables present information about TDR activity during the periods presented.

Three Months Ended September 30, 2018
(dollars in thousands)
Concession type
Number of loan
modifications
Recorded
investment
Related charge-
offs
Consumer loans
Single family
Interest rate reduction
2

$
374

$
—

Payment restructure
42

8,854

—

Total consumer
Interest rate reduction
2

374

—

Payment restructure
42

8,854

—

44

9,228

—

Total loans
Interest rate reduction
2

374

—

Payment restructure
42

8,854

—

44

$
9,228

$
—


Three Months Ended September 30, 2017
(dollars in thousands)
Concession type
Number of loan
modifications
Recorded
investment
Related charge-
offs
Consumer loans
Single family
Interest rate reduction
9

$
1,914

$
—

Payment restructure
29

5,911

—

Total consumer
Interest rate reduction
9

1,914

—

Payment restructure
29

5,911

—

38

7,825

—

Total loans
Interest rate reduction
9

1,914

—

Payment restructure
29

5,911

—

38

$
7,825

$
—




34

Nine Months Ended September 30, 2018
(dollars in thousands)
Concession type
Number of loan
modifications
Recorded
investment
Related charge-
offs
Consumer loans
Single family
Interest rate reduction
15

$
2,836

$
—

Payment restructure
106

22,784

—

Total consumer
Interest rate reduction
15

2,836

—

Payment restructure
106

22,784

—

121

25,620

—

Commercial real estate loans
Commercial and industrial loans
Commercial business
Payment restructure
2

267

—

Total commercial and industrial
Payment restructure
2

267

—

2

267

—

Total loans
Interest rate reduction
15

2,836

—

Payment restructure
108

23,051

—

123

$
25,887

$
—



35

Nine Months Ended September 30, 2017
(dollars in thousands)
Concession type
Number of loan
modifications
Recorded
investment
Related charge-
offs
Consumer loans
Single family
Interest rate reduction
48

$
8,834

$
—

Payment restructure
71

14,803

—

Home equity and other
Payment restructure
2

351

—

Total consumer
Interest rate reduction
48

8,834

—

Payment restructure
73

15,154

—

121

23,988

—

Commercial real estate loans
Construction/land development
Payment restructure
1

436

—

Total commercial real estate
1

436

—

Commercial and industrial loans
Commercial business
Payment restructure
1

18

—

Total commercial and industrial



Payment restructure
1


18

—

Total loans
Interest rate reduction
48

8,834

—

Payment restructure
75


15,608

—

123

$
24,442

$
—


The following table presents loans that were modified as TDRs within the previous 12 months and subsequently re-defaulted during the three and nine months ended September 30, 2018 and 2017 , respectively. A TDR loan is considered re-defaulted when it becomes doubtful that the objectives of the modifications will be met, generally when a consumer loan TDR becomes 60 days or more past due on principal or interest payments or when a commercial loan TDR becomes 90 days or more past due on principal or interest payments.

Three Months Ended September 30,
2018
2017
(dollars in thousands)
Number of loan relationships that re-defaulted
Recorded
investment
Number of loan relationships that re-defaulted
Recorded
investment
Consumer loans
Single family
6

$
988

8

$
1,743



Nine Months Ended September 30,
2018
2017
(dollars in thousands)
Number of loan relationships that re-defaulted
Recorded
investment
Number of loan relationships that re-defaulted
Recorded
investment
Consumer loans
Single family
18

$
3,267

16

$
3,395




36

NOTE 4–DEPOSITS:

Deposit balances, including stated rates, were as follows.
(in thousands)
At September 30,
2018
At December 31,
2017
Noninterest-bearing accounts
$
983,761

$
980,902

NOW accounts, 0.00% to 1.00% at September 30, 2018 and 0.00% to 1.98% at December 31, 2017
442,158

461,349

Statement savings accounts, due on demand, 0.05% to 1.13% at September 30, 2018 and December 31, 2017
272,949

293,858

Money market accounts, due on demand, 0.00% to 2.18% at September 30, 2018 and 0.00% to 1.80% at December 31, 2017
1,907,782

1,834,154

Certificates of deposit, 0.10% to 3.80% at September 30, 2018 and 0.05% to 3.80% at December 31, 2017
1,548,392

1,190,689

$
5,155,042

$
4,760,952


Interest expense on deposits was as follows.
Three Months Ended September 30,
Nine Months Ended September 30,
(in thousands)
2018
2017
2018
2017
NOW accounts
$
416

$
500

$
1,286

$
1,480

Statement savings accounts
197

256

643

761

Money market accounts
4,481

2,089

12,003

6,254

Certificates of deposit
6,192

3,175

14,704

9,015

$
11,286

$
6,020

$
28,636

$
17,510


The weighted-average interest rates on certificates of deposit were 1.71% and 1.12% at September 30, 2018 and December 31, 2017 , respectively.

Certificates of deposit outstanding mature as follows.
(in thousands)
At September 30,
2018
Within one year
$
1,226,457

One to two years
256,183

Two to three years
35,158

Three to four years
13,164

Four to five years
17,184

Thereafter
246

$
1,548,392


The aggregate amount of time deposits in denominations of more than $250 thousand at September 30, 2018 and December 31, 2017 were $85.2 million and $88.8 million , respectively. There were $759.7 million and $345.5 million of brokered deposits at September 30, 2018 and December 31, 2017 , respectively.


NOTE 5–DERIVATIVES AND HEDGING ACTIVITIES:

To reduce the risk of significant interest rate fluctuations on the value of certain assets and liabilities, such as certain mortgage loans held for sale or mortgage servicing rights ("MSRs"), the Company utilizes derivatives, such as forward sale commitments, futures, option contracts, interest rate swaps and interest rate swaptions as risk management instruments in its hedging strategy. Derivative transactions are measured in terms of notional amount, which is not recorded in the consolidated

37

statements of financial condition. The notional amount is generally not exchanged and is used as the basis for interest and other contractual payments.

We held no derivatives designated as a fair value, cash flow or foreign currency hedge instrument at September 30, 2018 or December 31, 2017 . Derivatives are reported at their respective fair values in the other assets or accounts payable and other liabilities line items on the consolidated statements of financial condition, with changes in fair value reflected in current period earnings.

As permitted under U.S. GAAP, the Company nets derivative assets and liabilities when a legally enforceable master netting agreement exists between the Company and the derivative counterparty, which are documented under industry standard master agreements and credit support annexes. The Company's master netting agreements provide that following an uncured payment default or other event of default, the non-defaulting party may promptly terminate all transactions between the parties and determine a net amount due to be paid to, or by, the defaulting party. An event of default may also occur under a credit support annex if a party fails to make a collateral delivery (which remains uncured following applicable notice and grace periods). The Company's right of offset requires that master netting agreements are legally enforceable and that the exercise of rights by the non-defaulting party under these agreements will not be stayed or avoided under applicable law upon an event of default, including bankruptcy, insolvency or similar proceeding.

The collateral used under the Company's master netting agreements is typically cash, but securities may be used under agreements with certain counterparties. Receivables related to cash collateral that has been paid to counterparties is included in other assets on the Company's consolidated statements of financial condition. Any securities pledged to counterparties as collateral remain on the consolidated statements of financial condition. Refer to Note 2, Investment Securities, for further information on securities collateral pledged. At September 30, 2018 and December 31, 2017 , the Company did not hold any collateral received from counterparties under derivative transactions.

For further information on the policies that govern derivative and hedging activities, see Note 1, Summary of Significant Accounting Policies, and Note 11, Derivatives and Hedging Activities, within our 2017 Annual Report on Form 10-K.


38

The notional amounts and fair values for derivatives consist of the following.
At September 30, 2018
Notional amount
Fair value derivatives
(in thousands)
Asset
Liability
Forward sale commitments
$
1,227,392

$
3,335

$
(1,238
)
Interest rate swaptions
30,000

253

—

Interest rate lock and purchase loan commitments
434,127

10,482

(85
)
Interest rate swaps
1,261,050

9,912

(39,342
)
Eurodollar futures
4,695,000

—

(167
)
Total derivatives before netting
$
7,647,569

23,982

(40,832
)
Netting adjustment/Cash collateral (1)
(8,699
)
36,339

Carrying value on consolidated statements of financial condition
$
15,283

$
(4,493
)
(1)
Includes cash collateral of $27.6 million at September 30, 2018 as part of netting adjustments which primarily consists of collateral transferred by the Company at the initiation of derivative transactions and held by the counterparty as security.

At December 31, 2017
Notional amount
Fair value derivatives
(in thousands)
Asset
Liability
Forward sale commitments
$
1,687,658

$
1,311

$
(1,445
)
Interest rate swaptions
120,000

—

—

Interest rate lock and purchase loan commitments
472,733

12,950

(25
)
Interest rate swaps
1,869,000

12,171

(23,654
)
Eurodollar futures
3,287,000

—

(101
)
Total derivatives before netting
$
7,436,391

26,432

(25,225
)
Netting adjustment/Cash collateral (1)
(6,646
)
23,505

Carrying value on consolidated statements of financial condition
$
19,786

$
(1,720
)
(1)
Includes cash collateral of $16.9 million at December 31, 2017 as part of netting adjustments which primarily consists of collateral transferred by the Company at the initiation of derivative transactions and held by the counterparty as security.

The following tables present gross and net information about derivative instruments.
At September 30, 2018
(in thousands)
Gross fair value
Netting adjustments/ Cash collateral (1)
Carrying value
Securities not offset in consolidated balance sheet (disclosure-only netting)
Net amount
Derivative assets
$
23,982

$
(8,699
)
$
15,283

$
—

$
15,283

Derivative liabilities
(40,832
)
36,339

(4,493
)
4,471

(22
)

At December 31, 2017
(in thousands)
Gross fair value
Netting adjustments/ Cash collateral (1)
Carrying value
Securities not offset in consolidated balance sheet (disclosure-only netting)
Net amount
Derivative assets
$
26,432

$
(6,646
)
$
19,786

$
—

$
19,786

Derivative liabilities
(25,225
)
23,505

(1,720
)
1,213

(507
)

39

(1)
Includes cash collateral of $27.6 million and $16.9 million at September 30, 2018 and December 31, 2017 , respectively, as part of the netting adjustments which primarily consists of collateral transferred by the Company at the initiation of derivative transactions and held by the counterparty as security.
The following table presents the net gain (loss) recognized on derivatives, including economic hedge derivatives, within the respective line items in the statement of operations for the periods indicated.

Three Months Ended September 30,
Nine Months Ended September 30,
(in thousands)
2018
2017
2018
2017
Recognized in noninterest income:
Net (loss) gain on loan origination and sale activities (1)
$
(4,760
)
$
(9,180
)
$
12,322

$
(20,788
)
Loan servicing (loss) income (2)
(9,446
)
2,807

(52,611
)
12,060

$
(14,206
)
$
(6,373
)
$
(40,289
)
$
(8,728
)
(1)
Comprised of interest rate lock commitments ("IRLCs") and forward contracts used as an economic hedge of IRLCs and single family mortgage loans held for sale.
(2)
Comprised of interest rate swaps, interest rate swaptions, Eurodollar futures and forward contracts used as an economic hedge of single family MSRs.


NOTE 6–MORTGAGE BANKING OPERATIONS:

Loans held for sale consisted of the following.
(in thousands)
At September 30,
2018
At December 31,
2017
Single family
$
350,949

$
577,313

Multifamily DUS ® (1)
5,176

29,651

Small Business Administration ("SBA")
9,618

3,938

CRE-Non-DUS ® (1)(2)
38,697

—

Total loans held for sale
$
404,440

$
610,902

(1)
Fannie Mae Multifamily Delegated Underwriting and Servicing Program (“DUS" ® ) is a registered trademark of Fannie Mae.
(2)
Loans originated as Held for Investment.

Loans sold proceeds consisted of the following.
Three Months Ended September 30,
Nine Months Ended September 30,
(in thousands)
2018
2017
2018
2017
Single family
$
1,724,697

(1
)
$
1,956,129

$
5,043,769

(1
)
$
5,504,366

Multifamily DUS ® (2)
93,281

102,075

180,878

214,236

SBA
3,025

11,318

10,339

22,485

CRE-Non-DUS ® (2)
61,562

114,175

176,212

140,889

Total loans sold
$
1,882,565

$
2,183,697

$
5,411,198

$
5,881,976

(1)
Includes proceeds of $34.5 million and $173.1 million in single family loans originated as held for investment during the three and nine months ended September 30, 2018.
(2)
Fannie Mae Multifamily DUS ® is a registered trademark of Fannie Mae.





40

Gain on loan origination and sale activities, including the effects of derivative risk management instruments, consisted of the following.
Three Months Ended September 30,
Nine Months Ended September 30,
(in thousands)
2018
2017
2018
2017
Single family:
Servicing value and secondary market gains (1)
34,945

$
56,657

124,554

$
164,548

Loan origination and funding fees
5,433

7,356

17,036

19,960

Total single family
40,378

64,013

141,590

184,508

Multifamily DUS ®
3,104

4,152

5,863

8,785

SBA
99

1,056

696

1,974

CRE-Non-DUS ® (2)
990

1,789

1,790

1,932

Total gain on loan origination and sale activities
$
44,571

$
71,010

$
149,939

$
197,199

(1)
Comprised of gains and losses on interest rate lock and purchase loan commitments (which considers the value of servicing), single family loans held for sale, forward sale commitments used to economically hedge secondary market activities, and changes in the Company's repurchase liability for loans that have been sold.
(2)
Loan originated as held for investment.


The Company’s portfolio of loans serviced for others is primarily comprised of loans held in U.S. government and agency MBS issued by Fannie Mae, Freddie Mac and Ginnie Mae. Loans serviced for others are not included in the consolidated statements of financial condition as they are not assets of the Company.

The composition of loans serviced for others that contribute to loan servicing income is presented below at the unpaid principal balance.
(in thousands)
At September 30,
2018
At December 31,
2017
Single family
U.S. government and agency
$
19,211,119

$
22,123,710

Other
593,144

507,437

19,804,263

22,631,147

Commercial
Multifamily DUS ®
1,442,727

1,311,399

Other
83,308

79,797

1,526,035

1,391,196

Total loans serviced for others
$
21,330,298

$
24,022,343


The Company has made representations and warranties that the loans sold meet certain requirements. The Company may be required to repurchase mortgage loans or indemnify loan purchasers due to defects in the origination process of the loan, such as documentation errors, underwriting errors and judgments, appraisal errors, early payment defaults and fraud. For further information on the Company's mortgage repurchase liability, see Note 7, Commitments, Guarantees and Contingencies, of this Quarterly Report on Form 10-Q.


41

The following is a summary of changes in the Company's liability for estimated mortgage repurchase losses.

Three Months Ended September 30,
Nine Months Ended September 30,
(in thousands)
2018
2017
2018
2017
Balance, beginning of period
$
2,504

$
2,990

$
3,015

$
3,382

Additions (reductions), net of adjustments (1)
643

(338
)
1,248

(370
)
Realized losses (2)
(273
)
(148
)
(1,389
)
(508
)
Balance, end of period
$
2,874

$
2,504

$
2,874

$
2,504

(1)
Includes additions for new loan sales and changes in estimated probable future repurchase losses on previously sold loans.
(2)
Includes principal losses and accrued interest on repurchased loans, “make-whole” settlements, settlements with claimants and certain related expense.

The Company has agreements with certain investors to advance scheduled principal and interest amounts on delinquent loans. Advances are also made to fund the foreclosure and collection costs of delinquent loans prior to the recovery of reimbursable amounts from investors or borrowers. Advances of $3.3 million and $5.3 million were recorded in other assets as of September 30, 2018 and December 31, 2017 , respectively.

When the Company has the unilateral right to repurchase Ginnie Mae pool loans it has previously sold (generally loans that are more than 90 days past due), the Company records the loan on its consolidated statement of financial condition. At September 30, 2018 and December 31, 2017 , delinquent or defaulted mortgage loans currently in Ginnie Mae pools that the Company has recognized on its consolidated statements of financial condition totaled $39.8 million and $39.3 million , respectively, with a corresponding amount recorded within accounts payable and other liabilities on the consolidated statements of financial condition. The recognition of previously sold loans does not impact the accounting for the previously recognized MSRs.

Revenue from mortgage servicing, including the effects of derivative risk management instruments, consisted of the following.
Three Months Ended September 30,
Nine Months Ended September 30,
(in thousands)
2018
2017
2018
2017
Servicing income, net:
Servicing fees and other
$
15,046

$
16,480

$
51,882

$
48,636

Changes in fair value of single family MSRs due to modeled amortization (1)
(8,300
)
(9,167
)
(26,570
)
(26,596
)
Amortization of multifamily and SBA MSRs
(1,034
)
(811
)
(3,147
)
(2,503
)
5,712

6,502

22,165

19,537

Risk management, single family MSRs:
Changes in fair value of MSRs due to changes in market inputs and/or model updates (2)
11,562

(1,027
)
52,880

(3)
(5,312
)
Net (loss) gain from derivatives economically hedging MSR
(9,446
)
2,807

(52,611
)
12,060

2,116

1,780

269

6,748

Loan servicing income
$
7,828

$
8,282

$
22,434

$
26,285

(1)
Represents changes due to collection/realization of expected cash flows and curtailments.
(2)
Principally reflects changes in market inputs, which include current market interest rates and prepayment model updates, both of which affect future prepayment speed and cash flow projections.
(3)
Includes pre-tax income of $573 thousand , net of brokerage fees and prepayment reserves, resulting from the sale of single family MSRs during the quarter ended June 30, 2018.

All MSRs are initially measured and recorded at fair value at the time loans are sold. Single family MSRs are subsequently carried at fair value with changes in fair value reflected in earnings in the periods in which the changes occur, while multifamily and SBA MSRs are subsequently carried at the lower of amortized cost or fair value.

42


The fair value of MSRs is determined based on the price that would be received to sell the MSRs in an orderly transaction between market participants at the measurement date. The Company determines fair value using a valuation model that calculates the net present value of estimated future cash flows. Estimates of future cash flows include contractual servicing fees, ancillary income and costs of servicing, the timing of which are impacted by assumptions, primarily expected prepayment speeds and discount rates, which relate to the underlying performance of the loans.

The initial fair value measurement of MSRs is adjusted up or down depending on whether the underlying loan pool interest rate is at a premium, discount or par. Key economic assumptions used in measuring the initial fair value of capitalized single family MSRs were as follows.
Three Months Ended September 30,
Nine Months Ended September 30,
(rates per annum) (1)
2018
2017
2018
2017
Constant prepayment rate ("CPR") (2)
17.19
%
13.24
%
15.54
%
13.34
%
Discount rate (3)
10.29
%
10.28
%
10.27
%
10.29
%
(1)
Weighted average rates for sales during the period for sales of loans with similar characteristics.
(2)
Represents the expected lifetime average.
(3)
Discount rate is a rate based on market observations.

Key economic assumptions and the sensitivity of the current fair value for single family MSRs to immediate adverse changes in those assumptions were as follows.
(dollars in thousands)
At September 30, 2018
Fair value of single family MSR
$
263,622

Expected weighted-average life (in years)
6.81

Constant prepayment rate (1)
10.71
%
Impact on fair value of 25 basis points adverse change in interest rates
$
(12,801
)
Impact on fair value of 50 basis points adverse change in interest rates
$
(27,461
)
Discount rate
10.40
%
Impact on fair value of 100 basis points increase
$
(9,811
)
Impact on fair value of 200 basis points increase
$
(18,936
)
(1)
Represents the expected lifetime average.

These sensitivities are hypothetical and subject to key assumptions of the underlying valuation model. As the table above demonstrates, the Company’s methodology for estimating the fair value of MSRs is highly sensitive to changes in key assumptions. For example, actual prepayment experience may differ and any difference may have a material effect on MSR fair value. Changes in fair value resulting from changes in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, in this table, the effect of a variation in a particular assumption on the fair value of the MSRs is calculated without changing any other assumption; in reality, changes in one factor may be associated with changes in another (for example, decreases in market interest rates may provide an incentive to refinance; however, this may also indicate a slowing economy and an increase in the unemployment rate, which reduces the number of borrowers who qualify for refinancing), which may magnify or counteract the sensitivities. Thus, any measurement of MSR fair value is limited by the conditions existing and assumptions made as of a particular point in time. Those assumptions may not be appropriate if they are applied to a different point in time.

On June 29, 2018, the Company successfully closed the sale of the rights to service $4.90 billion in total unpaid principal balance of single family mortgage loans serviced for Fannie Mae, representing 21.1% of HomeStreet’s total single family mortgage loans serviced for others portfolio as of March 31, 2018. The sale resulted in a $573 thousand pre-tax increase in mortgage servicing income during the quarter. The Company finalized the servicing transfer for these loans in Q3 2018.

43

The changes in single family MSRs measured at fair value are as follows.
Three Months Ended September 30,
Nine Months Ended September 30,
(in thousands)
2018
2017
2018
2017
Beginning balance
$
245,744

$
236,621

$
258,560

$
226,113

Additions and amortization:
Originations
14,525

17,679

45,551

49,345

Purchases
—

—

—

565

Sale of single family MSRs
(12
)
—

(66,901
)
—

Changes due to modeled amortization (1)
(8,300
)
(9,167
)
(26,570
)
(26,596
)
Net additions and amortization
6,213

8,512

(47,920
)
23,314

Changes in fair value of MSRs due to changes in market inputs and/or model updates (2)
11,665

(1,027
)
52,982

(3
)
(5,321
)
Ending balance
$
263,622

$
244,106

$
263,622

$
244,106

(1)
Represents changes due to collection/realization of expected cash flows and curtailments.
(2)
Principally reflects changes in market inputs, which include current market interest rates and prepayment model updates, both of which affect future prepayment speed and cash flow projections.
(3)
Includes pre-tax income of $573 thousand , net of brokerage fees and prepayment reserves, resulting from the sale of single family MSRs during the second quarter of 2018.


MSRs resulting from the sale of multifamily loans are recorded at fair value and subsequently carried at the lower of amortized cost or fair value. Multifamily MSRs are amortized in proportion to, and over, the estimated period the net servicing income will be collected.

The changes in multifamily MSRs measured at the lower of amortized cost or fair value were as follows.
Three Months Ended September 30,
Nine Months Ended September 30,
(in thousands)
2018
2017
2018
2017
Beginning balance
$
26,460

$
21,600

$
26,093

$
19,747

Origination
2,657

3,177

5,000

6,722

Amortization
(981
)
(811
)
(2,957
)
(2,503
)
Ending balance
$
28,136

$
23,966

$
28,136

$
23,966


At September 30, 2018 , the expected weighted-average remaining life of the Company’s multifamily MSRs was 7.33 years . Projected amortization expense for the gross carrying value of multifamily MSRs is estimated as follows.
(in thousands)
At September 30, 2018
Remainder of 2018
$
978

2019
3,861

2020
3,792

2021
3,592

2022
3,282

2023 and thereafter
12,631

Carrying value of multifamily MSR
$
28,136




44

NOTE 7–COMMITMENTS, GUARANTEES AND CONTINGENCIES:

Commitments

Commitments to extend credit are agreements to lend to customers in accordance with predetermined contractual provisions. These commitments may be for specific periods or contain termination clauses and may require the payment of a fee by the borrower. The total amount of unused commitments does not necessarily represent future credit exposure or cash requirements in that commitments may expire without being drawn upon.

The Company makes certain unfunded loan commitments as part of its lending activities that have not been recognized in the Company’s financial statements. These include commitments to extend credit made as part of the Company's lending activities on loans the Company intends to hold in its loans held for investment portfolio. The aggregate amount of these unrecognized unfunded loan commitments existing at September 30, 2018 and December 31, 2017 was $39.3 million and $56.9 million , respectively.

In the ordinary course of business, the Company extends secured and unsecured open-end loans to meet the financing needs of its customers. Undistributed construction loan commitments, where the Company has an obligation to advance funds for construction progress payments, were $638.8 million and $706.7 million at September 30, 2018 and December 31, 2017 , respectively. Unused home equity and commercial banking funding lines totaled $610.4 million and $456.1 million at September 30, 2018 and December 31, 2017 , respectively. The Company has recorded an allowance for credit losses on loan commitments, included in accounts payable and other liabilities on the consolidated statements of financial condition, of $1.4 million and $1.3 million at September 30, 2018 and December 31, 2017 , respectively.

Guarantees

In the ordinary course of business, the Company sells and services loans through the Fannie Mae Multifamily DUS ® program and shares in the risk of loss with Fannie Mae under the terms of the DUS ® contracts (pari passu loss sharing agreement). Under such agreements, the Company and Fannie Mae share losses on a pro rata basis, where the Company is responsible for losses incurred up to one-third of principal balance on each loan and with two-thirds of the loss covered by Fannie Mae. For loans that have been sold through this program, a liability is recorded for this loss sharing arrangement under the accounting guidance for guarantees. As of September 30, 2018 and December 31, 2017 , the total unpaid principal balance of loans sold under this program was $1.44 billion and $1.31 billion , respectively. The Company’s reserve liability related to this arrangement totaled $2.3 million and $2.0 million at September 30, 2018 and December 31, 2017 , respectively. There were no actual losses incurred under this arrangement during the three and nine months ended September 30, 2018 and 2017 .

Mortgage repurchase liability

In the ordinary course of business, the Company sells residential mortgage loans to GSEs and other entities. In addition, the Company pools FHA-insured and VA-guaranteed mortgage loans into Ginnie Mae guaranteed mortgage-backed securities and pools conventional loans into Fannie Mae and Freddie Mac guaranteed mortgage-backed securities. The Company has made representations and warranties that the loans sold meet certain requirements. The Company may be required to repurchase mortgage loans, or indemnify loan purchasers, or FHA or VA due to defects in the origination process of the loan, such as documentation errors, underwriting errors and judgments, early payment defaults and fraud.

These obligations expose the Company to mark-to-market and credit losses on the repurchased mortgage loans after accounting for any mortgage insurance that we may receive. Generally, the maximum amount of future payments the Company would be required to make for breaches of these representations and warranties would be equal to the unpaid principal balance of such loans that are deemed to have defects that were sold to purchasers plus, in certain circumstances, accrued and unpaid interest on such loans and certain expenses.

The Company does not typically receive repurchase requests from the FHA or VA. As an originator of FHA-insured or VA-guaranteed loans, the Company is responsible for obtaining the insurance with the FHA or the guarantee with the VA. If loans are later found not to meet the requirements of the FHA or VA, through required internal quality control reviews or through agency audits, the Company may be required to indemnify the FHA or VA against losses. The loans remain in Ginnie Mae pools unless and until they are repurchased by the Company. In general, once an FHA or VA loan becomes 90 days past due, the Company repurchases the FHA or VA residential mortgage loan to minimize the cost of interest advances on the loan. If the loan is cured through borrower efforts or through loss mitigation activities, the loan may be resold into a Ginnie Mae pool. The Company's liability for mortgage loan repurchase losses incorporates probable losses associated with such indemnification.


45

The total unpaid principal balance of loans sold on a servicing-retained basis that were subject to the terms and conditions of these representations and warranties totaled $19.89 billion and $22.71 billion as of September 30, 2018 and December 31, 2017 , respectively. At September 30, 2018 and December 31, 2017 , the Company had recorded a mortgage repurchase liability for loans sold on a servicing-retained and servicing-released basis, included in accounts payable and other liabilities on the consolidated statements of financial condition, of $2.9 million and $3.0 million , respectively.

Contingencies

In the normal course of business, the Company may have various legal claims and other similar contingent matters outstanding for which a loss may be realized. For these claims, the Company establishes a liability for contingent losses when it is probable that a loss has been incurred and the amount of loss can be reasonably estimated. For claims determined to be reasonably possible but not probable of resulting in a loss, there may be a range of possible losses in excess of the established liability. At September 30, 2018 , we reviewed our legal claims and determined that there were no material claims that were considered to be probable or reasonably possible of resulting in a material loss. As a result, the Company did not have any material amounts reserved for legal claims as of September 30, 2018 .

NOTE 8–FAIR VALUE MEASUREMENT:

For a further discussion of fair value measurements, including information regarding the Company’s valuation methodologies and the fair value hierarchy, see Note 17, Fair Value Measurement within our 2017 Annual Report on Form 10-K.

Valuation Processes
The Company has various processes and controls in place to ensure that fair value measurements are reasonably estimated. The Finance Committee of the Board provides oversight and approves the Company’s Asset/Liability Management Policy ("ALMP"). The Company's ALMP governs, among other things, the application and control of the valuation models used to measure fair value. On a quarterly basis, the Company’s Asset/Liability Management Committee ("ALCO") and the Finance Committee of the Board review significant modeling variables used to measure the fair value of the Company’s financial instruments, including the significant inputs used in the valuation of single family MSRs. Additionally, ALCO periodically obtains an independent review of the MSR valuation process and procedures, including a review of the model architecture and the valuation assumptions. The Company obtains an MSR valuation from an independent valuation firm monthly to assist with the validation of the fair value estimate and the reasonableness of the assumptions used in measuring fair value.

The Company’s real estate valuations are overseen by the Company’s appraisal department. The appraisal department maintains the Company’s appraisal policy and recommends changes to the policy subject to approval by the Company’s Loan Committee and the Credit Committee of the Board. The Company’s appraisals are prepared by independent third-party appraisers and the Company’s internal appraisers. Single family appraisals are generally reviewed by the Company’s single family loan underwriters. Single family appraisals with unusual, higher risk or complex characteristics, as well as commercial real estate appraisals, are reviewed by the Company’s appraisal department.

We obtain pricing from third party service providers for determining the fair value of a substantial portion of our investment securities available for sale. We have processes in place to evaluate such third party pricing services to ensure information obtained and valuation techniques used are appropriate. For fair value measurements obtained from third party services, we monitor and review the results to ensure the values are reasonable and in line with market experience for similar classes of securities. While the inputs used by the pricing vendor in determining fair value are not provided, and therefore unavailable for our review, we do perform certain procedures to validate the values received, including comparisons to other sources of valuation (if available), comparisons to other independent market data and a variance analysis of prices by Company personnel that are not responsible for the performance of the investment securities.

Estimation of Fair Value
Fair value is based on quoted market prices, when available. In cases where a quoted price for an asset or liability is not available, the Company uses valuation models to estimate fair value. These models incorporate inputs such as forward yield curves, loan prepayment assumptions, expected loss assumptions, market volatilities, and pricing spreads utilizing market-based inputs where readily available. The Company believes its valuation methods are appropriate and consistent with those that would be used by other market participants. However, imprecision in estimating unobservable inputs and other factors may result in these fair value measurements not reflecting the amount realized in an actual sale or transfer of the asset or liability in a current market exchange.


46


The following table summarizes the fair value measurement methodologies, including significant inputs and assumptions, and classification of the Company’s assets and liabilities.
Asset/Liability class
Valuation methodology, inputs and assumptions
Classification
Cash and cash equivalents
Carrying value is a reasonable estimate of fair value based on the short-term nature of the instruments.
Estimated fair value classified as Level 1.
Investment securities
Investment securities available for sale
Observable market prices of identical or similar securities are used where available.
If market prices are not readily available, value is based on discounted cash flows using the following significant inputs:
•      Expected prepayment speeds
•      Estimated credit losses
•      Market liquidity adjustments
Level 2 recurring fair value measurement.
Investment securities held to maturity
Observable market prices of identical or similar securities are used where available.
If market prices are not readily available, value is based on discounted cash flows using the following significant inputs:
•      Expected prepayment speeds
•      Estimated credit losses
•      Market liquidity adjustments
Carried at amortized cost.

Estimated fair value classified as Level 2.
Loans held for sale
Single family loans, excluding loans transferred from held for investment
Fair value is based on observable market data, including:
•       Quoted market prices, where available
•       Dealer quotes for similar loans
•       Forward sale commitments
Level 2 recurring fair value measurement.
When not derived from observable market inputs, fair value is based on discounted cash flows, which considers the following inputs:
•       Current lending rates for new loans
•       Expected prepayment speeds
•       Estimated credit losses
•       Market liquidity adjustments
Estimated fair value classified as Level 3.
Loans originated as held for investment and transferred to held for sale
Fair value is based on discounted cash flows, which considers the following inputs:
•       Current lending rates for new loans
•       Expected prepayment speeds
•       Estimated credit losses
•       Market liquidity adjustments
Carried at lower of amortized cost or fair value.

Estimated fair value classified as Level 3.
Multifamily loans (DUS ® ) and other
The sale price is set at the time the loan commitment is made, and as such, subsequent changes in market conditions have a very limited effect, if any, on the value of these loans carried on the consolidated statements of financial condition, which are typically sold within 30 days of origination.
Carried at lower of amortized cost or fair value.
Estimated fair value classified as Level 2.






47

Asset/Liability class
Valuation methodology, inputs and assumptions
Classification
Loans held for investment
Loans held for investment, excluding collateral dependent loans and loans transferred from held for sale
Fair value is based on discounted cash flows, which considers the following inputs:
•       Exit price
•       Expected prepayment speeds
•       Estimated credit losses
•       Market liquidity adjustments

For the carrying value of loans see Note 1–Summary of Significant Accounting Policies of the 2017 Annual Report on Form 10-K.



Estimated fair value classified as Level 3.
Loans held for investment, collateral dependent
Fair value is based on appraised value of collateral, which considers sales comparison and income approach methodologies. Adjustments are made for various factors, which may include:

•     Adjustments for variations in specific property qualities such as location, physical dissimilarities, market conditions at the time of sale, income producing characteristics and other factors
•     Adjustments to obtain “upon completion” and “upon stabilization” values (e.g., property hold discounts where the highest and best use would require development of a property over time)
•     Bulk discounts applied for sales costs, holding costs and profit for tract development and certain other properties
Carried at lower of amortized cost or fair value of collateral, less the estimated cost to sell.

Classified as a Level 3 nonrecurring fair value measurement in periods where carrying value is adjusted to reflect the fair value of collateral.
Loans held for investment transferred from loans held for sale
Fair value is based on discounted cash flows, which considers the following inputs:
•       Exit price
•       Expected prepayment speeds
•       Estimated credit losses
•       Market liquidity adjustments

Level 3 recurring fair value measurement.
Mortgage servicing rights
Single family MSRs
For information on how the Company measures the fair value of its single family MSRs, including key economic assumptions and the sensitivity of fair value to changes in those assumptions, see Note 6 , Mortgage Banking Operations .
Level 3 recurring fair value measurement.
Multifamily and SBA MSRs
Fair value is based on discounted estimated future servicing fees and other revenue, less estimated costs to service the loans.
Carried at lower of amortized cost or fair value.
Estimated fair value classified as Level 3.
Derivatives
Eurodollar futures
Fair value is based on closing exchange prices.
Level 1 recurring fair value measurement.
Interest rate swaps
Interest rate swaptions
Forward sale commitments
Fair value is based on quoted prices for identical or similar instruments, when available.

When quoted prices are not available, fair value is based on internally developed modeling techniques, which require the use of multiple observable market inputs including:

•       Forward interest rates

•       Interest rate volatilities
Level 2 recurring fair value measurement.

48

Asset/Liability class
Valuation methodology, inputs and assumptions
Classification
Interest rate lock and purchase loan commitments
The fair value considers several factors including:

•       Fair value of the underlying loan based on quoted prices in the secondary market, when available.

•       Value of servicing

•       Fall-out factor
Level 3 recurring fair value measurement.
Other real estate owned (“OREO”)
Fair value is based on appraised value of collateral, less the estimated cost to sell. See discussion of "loans held for investment, collateral dependent" above for further information on appraisals.
Carried at lower of amortized cost or fair value of collateral (Level 3), less the estimated cost to sell.
Federal Home Loan Bank stock
Carrying value approximates fair value as FHLB stock can only be purchased or redeemed at par value.
Carried at par value.
Estimated fair value classified as Level 2.
Deposits
Time deposits
Fair value is estimated using discounted cash flows based on market rates currently offered for deposits of similar remaining time to maturity.
Carried at historical cost.
Estimated fair value classified as Level 2.
Federal Home Loan Bank advances
Fair value is estimated using discounted cash flows based on rates currently available for advances with similar terms and remaining time to maturity.
Carried at historical cost.
Estimated fair value classified as Level 2.
Federal funds purchased and securities sold under agreements to repurchase
Carrying value is a reasonable estimate of fair value based on the short-term nature of the instruments.
Estimated fair value classified as Level 1.
Other borrowings (Line of Credit)
Carrying value is a reasonable estimate of fair value based on the short-term nature of the instruments.
Estimated fair value classified as Level 1.
Long-term debt
Fair value is estimated using discounted cash flows based on current lending rates for similar long-term debt instruments with similar terms and remaining time to maturity.
Carried at historical cost.
Estimated fair value classified as Level 2.



49

The following table presents the levels of the fair value hierarchy for the Company’s assets and liabilities measured at fair value on a recurring basis.
(in thousands)
Fair Value at September 30, 2018
Level 1
Level 2
Level 3
Assets:
Investment securities available for sale
Mortgage backed securities:
Residential
$
110,294

$
—

$
110,294

$
—

Commercial
34,299

—

34,299

—

Municipal bonds
372,582

—

372,582

—

Collateralized mortgage obligations:
Residential
159,295

—

159,295

—

Commercial
113,385

—

113,385

—

Corporate debt securities
21,259

—

21,259

—

U.S. Treasury securities
10,670

—

10,670

—

Agency debentures
9,317

—

9,317

—

Single family mortgage servicing rights
263,622

—

—

$
263,622

Single family loans held for sale
350,948

—

349,155

1,793

Single family loans held for investment
4,089

—

—

4,089

Derivatives
Forward sale commitments
3,335

—

3,335

—

Interest rate swaptions
253

—

253

—

Interest rate lock and purchase loan commitments
10,482

—

—

10,482

Interest rate swaps
9,912

—

9,912

—

Total assets
$
1,473,742

$
—

$
1,193,756

$
279,986

Liabilities:
Derivatives
Eurodollar futures
$
167

$
167

$
—

$
—

Forward sale commitments
1,238

$
—

$
1,238

$
—

Interest rate lock and purchase loan commitments
85

—

—

85

Interest rate swaps
39,342

—

39,342

—

Total liabilities
$
40,832

$
167

$
40,580

$
85




50

(in thousands)
Fair Value at December 31, 2017
Level 1
Level 2
Level 3
Assets:
Investment securities available for sale
Mortgage backed securities:
Residential
$
130,090

$
—

$
130,090

$
—

Commercial
23,694

—

23,694

—

Municipal bonds
388,452

—

388,452

—

Collateralized mortgage obligations:
Residential
160,424

—

160,424

—

Commercial
98,569

—

98,569

—

Corporate debt securities
24,737

—

24,737

—

U.S. Treasury securities
10,652

—

10,652

—

Agency debentures
9,650

—

9,650

—

Single family mortgage servicing rights
258,560

—

—

258,560

Single family loans held for sale
577,313

—

575,977

1,336

Single family loans held for investment
5,477

—

—

5,477

Derivatives
Forward sale commitments
1,311

—

1,311

—

Interest rate lock and purchase loan commitments
12,950

—

—

12,950

Interest rate swaps
12,172

—

12,172

—

Total assets
$
1,714,051

$
—

$
1,435,728

$
278,323

Liabilities:
Derivatives
Eurodollar futures
$
101

$
101

$
—

$
—

Forward sale commitments
1,445

—

1,445

—

Interest rate lock and purchase loan commitments
25

—

—

25

Interest rate swaps
23,654

—

23,654

—

Total liabilities
$
25,225

$
101

$
25,099

$
25


There were no transfers between levels of the fair value hierarchy during the three and nine months ended September 30, 2018 and 2017 .

Level 3 Recurring Fair Value Measurements

The Company's Level 3 recurring fair value measurements consist of single family MSRs, single family loans held for investment where fair value option was elected, certain single family loans held for sale, and interest rate lock and purchase loan commitments, which are accounted for as derivatives. For information regarding fair value changes and activity for single family MSRs during the three and nine months ended September 30, 2018 and 2017 , see Note 6, Mortgage Banking Operations of this Form 10-Q.

The Company transferred certain loans from held for sale to held for investment. These loans were originated as held for sale loans where the Company had elected fair value option. The Company determined these loans to be level 3 recurring assets as the valuation technique included a significant unobservable input. The total amount of held for investment loans where fair value option election was made was $4.1 million at September 30, 2018 .


51

The following information presents significant Level 3 unobservable inputs used to measure fair value of single family loans held for investment where fair value option was elected.

(dollars in thousands)
At September 30, 2018
Fair Value
Valuation
Technique
Significant Unobservable
Input
Low
High
Weighted Average
Loans held for investment, fair value option
$
4,089

Income approach
Implied spread to benchmark interest rate curve
3.41%
5.22%
4.00%

(dollars in thousands)
At December 31, 2017
Fair Value
Valuation
Technique
Significant Unobservable
Input
Low
High
Weighted Average
Loans held for investment, fair value option
$
5,477

Income approach
Implied spread to benchmark interest rate curve
3.61%
4.96%
4.10%


The following information presents significant Level 3 unobservable inputs used to measure fair value of certain single family loans held for sale where fair value option was elected.

(dollars in thousands)
At September 30, 2018
Fair Value
Valuation
Technique
Significant Unobservable
Input
Low
High
Weighted Average
Loans held for sale, fair value option
$
1,793

Income approach
Implied spread to benchmark interest rate curve
4.61%
5.26%
4.76%
Market price movement from comparable bond
(0.61)%
(0.51)%
(0.56)%

(dollars in thousands)
At December 31, 2017
Fair Value
Valuation
Technique
Significant Unobservable
Input
Low
High
Weighted Average
Loans held for sale, fair value option
$
1,336

Income approach
Implied spread to benchmark interest rate curve
3.93%
3.93%
3.93%
Market price movement from comparable bond
(0.38)%
(0.10)%
(0.24)%


The following table presents fair value changes and activity for Level 3 interest rate lock and purchase loan commitments.
Three Months Ended September 30,
Nine Months Ended September 30,
(in thousands)
2018
2017
2018
2017
Beginning balance, net
$
16,866

$
22,283

$
12,925

$
19,219

Total realized/unrealized gains
26,527

36,779

77,607

106,365

Settlements
(32,996
)
(38,060
)
(80,135
)
(104,582
)
Ending balance, net
$
10,397

$
21,002

$
10,397

$
21,002




52

The following tables present fair value changes and activity for Level 3 loans held for sale and loans held for investment.


Three Months Ended September 30, 2018
Beginning balance
Additions
Transfers
Payoffs/Sales
Change in mark to market
Ending balance
(in thousands)
Loans held for sale
$
1,823

$
—

$
—

$
—

$
(30
)
$
1,793

Loans held for investment
4,178

—

—

(2
)
(86
)
4,090


Three Months Ended September 30, 2017
Beginning balance
Additions
Transfers
Payoffs/Sales
Change in mark to market
Ending balance
(in thousands)
Loans held for sale
$
29,259

$
93

$
(303
)
$
(28,913
)
$
(45
)
$
91

Loans held for investment
5,134

127

303

—

(18
)
5,546



Nine Months Ended September 30, 2018
Beginning balance
Additions
Transfers
Payoffs/Sales
Change in mark to market
Ending balance
(in thousands)
Loans held for sale
$
1,336

$
2,601

$
—

$
(1,998
)
$
(146
)
$
1,793

Loans held for investment
5,477

—

—

(1,116
)
(271
)
4,090



Nine Months Ended September 30, 2017
Beginning balance
Additions
Transfers
Payoffs/Sales
Change in mark to market
Ending balance
(in thousands)
Loans held for sale
$
41,810

$
3,088

$
12,797

$
(58,396
)
$
792

$
91

Loans held for investment
17,988

127

(12,272
)
(480
)
183

5,546



The following information presents significant Level 3 unobservable inputs used to measure fair value of interest rate lock and purchase loan commitments.

(dollars in thousands)
At September 30, 2018
Fair Value
Valuation
Technique
Significant Unobservable
Input
Low
High
Weighted Average
Interest rate lock and purchase loan commitments, net
$
10,397

Income approach
Fall-out factor
0.40%
59.54%
19.66%
Value of servicing
0.70%
1.79%
1.13%


53

(dollars in thousands)
At December 31, 2017
Fair Value
Valuation
Technique
Significant Unobservable
Input
Low
High
Weighted Average
Interest rate lock and purchase loan commitments, net
$
12,925

Income approach
Fall-out factor
0.00%
58.38%
12.05%
Value of servicing
0.69%
1.73%
1.09%

Nonrecurring Fair Value Measurements

Certain assets held by the Company are not included in the tables above, but are measured at fair value on a nonrecurring basis. These assets include certain loans held for investment and other real estate owned that are carried at the lower of cost or fair value of the underlying collateral, less the estimated cost to sell. The estimated fair values of real estate collateral are generally based on internal evaluations and appraisals of such collateral, which use the market approach and income approach methodologies. All impaired loans are subject to an internal evaluation completed quarterly by management as part of the allowance process.

The fair value of commercial properties are generally based on third-party appraisals that consider recent sales of comparable properties, including their income-generating characteristics, adjusted (generally based on unobservable inputs) to reflect the general assumptions that a market participant would make when analyzing the property for purchase. The Company uses a fair value of collateral technique to apply adjustments to the appraisal value of certain commercial loans held for investment that are collateralized by real estate. During the nine months ended September 30, 2018 , the Company recorded an adjustment of 8.0% to the appraisal values of certain commercial loans held for investment that are collateralized by real estate and recorded 7% adjustments during the three months ended September 30, 2018 . During the three and nine months ended September 30, 2017 , the Company recorded adjustments ranging from 7.10% to 100% of the appraisal values of certain commercial loans held for investment that are collateralized by real estate.

The Company uses a fair value of collateral technique to apply adjustments to the stated value of certain commercial loans held for investment that are not collateralized by real estate. During the three months ended September 30, 2018 the Company applied a stated value adjustment of 30.0% . During the nine months ended September 30, 2018 , the Company applied a range of stated value adjustments of 25.0% to 100.0% , with a weighted average of 56.0% . During the three months ended September 30, 2017 , the Company applied a range of stated value adjustments of 42.2% to 100.0% , with a weighted average of 54.8% . During the nine months ended September 30, 2017 , the Company applied a range of stated value adjustments of 0.0% to 100.0% , with a weighted average of 44.8% . During the three and nine months ended September 30, 2018 and 2017 , the Company did not apply any adjustment to the appraisal value of OREO.

Residential properties are generally based on unadjusted third-party appraisals. Factors considered in determining the fair value include geographic sales trends, the value of comparable surrounding properties as well as the condition of the property.

These adjustments include management assumptions that are based on the type of collateral dependent loan and may increase or decrease an appraised value. Management adjustments vary significantly depending on the location, physical characteristics and income producing potential of each individual property. The quality and volume of market information available at the time of the appraisal can vary from period-to-period and cause significant changes to the nature and magnitude of the unobservable inputs used. Given these variations, changes in these unobservable inputs are generally not a reliable indicator for how fair value will increase or decrease from period to period.

The following tables present assets that had changes in their recorded fair value during the three and nine months ended September 30, 2018 and 2017 and assets held at the end of the respective reporting period.

At or for the Three Months Ended September 30, 2018
(in thousands)
Fair Value of Assets Held at September 30, 2018
Level 1
Level 2
Level 3
Total Gains (Losses)
Loans held for investment (1)
$
1,213

$
—

$
—

$
1,213

$
(68
)


54

At or for the Three Months Ended September 30, 2017
(in thousands)
Fair Value of Assets Held at September 30, 2017
Level 1
Level 2
Level 3
Total Gains (Losses)
Loans held for investment (1)
$
2,286

$
—

$
—

$
2,286

$
(467
)
Other real estate owned (2)
5,521

—

—

5,521

(33
)
Total
$
7,807

$
—

$
—

$
7,807

$
(500
)


At or for the Nine Months Ended September 30, 2018
(in thousands)
Fair Value of Assets Held at September 30, 2018
Level 1
Level 2
Level 3
Total Gains (Losses)
Loans held for investment (1)
$
1,213

$
—

$
—

$
1,213

$
(212
)


At or for the Nine Months Ended September 30, 2017
(in thousands)
Fair Value of Assets Held at September 30, 2017
Level 1
Level 2
Level 3
Total Gains (Losses)
Loans held for investment (1)
$
2,286

$
—

$
—

$
2,286

$
(348
)
Other real estate owned (2)
5,521

—

—

5,521

(33
)
Total
$
7,807

$
—

$
—

$
7,807

$
(381
)
(1)
Represents the carrying value of loans for which adjustments are based on the fair value of the collateral.
(2)
Represents other real estate owned where an updated fair value of collateral is used to adjust the carrying amount subsequent to the initial classification as other real estate owned.



55

Fair Value of Financial Instruments

The following presents the carrying value, estimated fair value and the levels of the fair value hierarchy for the Company’s financial instruments other than assets and liabilities measured at fair value on a recurring basis.
At September 30, 2018
(in thousands)
Carrying
Value
Fair
Value
Level 1
Level 2
Level 3
Assets:
Cash and cash equivalents
$
59,006

$
59,006

$
59,006

$
—

$
—

Investment securities held to maturity
72,584

71,059

—

71,059

—

Loans held for investment
5,022,212

4,978,257

—

—

4,978,257

Loans held for sale – transferred from held for investment
38,697

38,697

—

—

38,697

Loans held for sale – multifamily and other
14,746

14,746

—

14,746

—

Mortgage servicing rights – multifamily
28,137

30,819

—

—

30,819

Federal Home Loan Bank stock
40,732

40,732

—

40,732

—

Liabilities:
Time deposits
$
1,547,913

$
1,540,839

$
—

$
1,540,839

$
—

Federal Home Loan Bank advances
816,591

818,273

—

818,273

—

Federal funds purchased and securities sold under agreements to repurchase
55,000

55,048

55,048

—

—

Long-term debt
125,415

98,050

—

98,050

—



At December 31, 2017
(in thousands)
Carrying
Value
Fair
Value
Level 1
Level 2
Level 3
Assets:
Cash and cash equivalents
$
72,718

$
72,718

$
72,718

$
—

$
—

Investment securities held to maturity
58,036

58,128

—

58,128

—

Loans held for investment
4,500,989

4,497,884

—

—

4,497,884

Loans held for sale – multifamily and other
33,589

33,589

—

33,589

—

Mortgage servicing rights – multifamily
26,093

28,362

—

—

28,362

Federal Home Loan Bank stock
46,639

46,639

—

46,639

—

Liabilities:
Time deposits (1)
$
1,190,689

$
1,186,126

$
—

$
1,186,126

$
—

Federal Home Loan Bank advances
979,201

981,441

—

981,441

—

Long-term debt
125,274

108,530

—

108,530

—

( 1) Prior year presentation has changed due to the January 1, 2018 adoption of ASU 2016-01.

56

NOTE 9–EARNINGS PER SHARE:

The following table summarizes the calculation of earnings per share.
Three Months Ended September 30,
Nine Months Ended September 30,
(in thousands, except share and per share data)
2018
2017
2018
2017
Net income
$
11,835

$
13,839

$
24,800

$
34,031

Weighted average shares:
Basic weighted-average number of common shares outstanding
26,985,425

26,883,392

26,963,260

26,857,006

Dilutive effect of outstanding common stock equivalents (1)
196,263

205,648

202,412

220,026

Diluted weighted-average number of common stock outstanding
27,181,688

27,089,040

27,165,672

27,077,032

Earnings per share:
Basic earnings per share
$
0.44

$
0.51

$
0.92

$
1.27

Diluted earnings per share
$
0.44

$
0.51

$
0.91

$
1.26

(1)
Excluded from the computation of diluted earnings per share (due to their antidilutive effect) for the three and nine months ended September 30, 2018 and 2017 were certain stock options and unvested restricted stock issued to key senior management personnel and directors of the Company. The aggregate number of common stock equivalents related to such options and unvested restricted shares, which could potentially be dilutive in future periods, was zero at September 30, 2018 and 912 at September 30, 2017 .


NOTE 10–BUSINESS SEGMENTS:

The Company's business segments are determined based on the products and services provided, as well as the nature of the related business activities and reflect the manner in which financial information is currently evaluated by management. The Company organizes the segments into two lines of business: Commercial and Consumer Banking segment and Mortgage Banking segment.

A description of the Company's business segments and the products and services that they provide is as follows.

Commercial and Consumer Banking provides diversified financial products and services to our commercial and consumer customers through bank branches, ATMs, and online, mobile and telephone banking. These products and services include deposit products; residential, consumer, business and agricultural portfolio loans; non-deposit investment products; insurance products, and cash management services. We originate construction loans, bridge loans and permanent loans for our portfolio primarily on single family residences, and on office, retail, industrial and multifamily properties. We originate multifamily real estate loans through our Fannie Mae DUS ® business, and after origination those loans are sold to or securitized by Fannie Mae, while the Company generally retains the servicing rights. In addition, through the HomeStreet Commercial Capital division of HomeStreet Bank, we originate permanent commercial real estate loans primarily up to $15 million in size, a portion of which we intend to pool and sell into the secondary market. As a part of the Commercial Lending division, we also have a team that specializes in SBA lending. This segment also reflects the results for the management of the Company's portfolio of investment securities.

Mortgage Banking originates single family residential mortgage loans for sale in the secondary markets and performs mortgage servicing on a substantial portion of such loans. The majority of our mortgage loans are sold to or securitized by Fannie Mae, Freddie Mac or Ginnie Mae, while we retain the right to service these loans. We have become a rated originator and servicer of jumbo loans, allowing us to sell these loans to other securitizers. Additionally, we purchase loans from WMS Series LLC through a correspondent arrangement with that company. We also sell loans on a servicing-released and servicing-retained basis to securitizers and correspondent lenders. A small percentage of our loans are brokered to other lenders. On occasion, we may sell a portion of our MSR portfolio. We manage the loan funding and the interest rate risk associated with the secondary market loan sales and the retained single family mortgage servicing rights within this business segment.


57

Financial highlights by operating segment were as follows.

At or for the Three Months Ended September 30, 2018
(in thousands)
Mortgage
Banking
Commercial and
Consumer Banking
Total
Condensed income statement:
Net interest income (1)
$
3,783

$
47,861

$
51,644

Provision for credit losses
—

750

750

Noninterest income
47,457

10,651

58,108

Noninterest expense
56,782

37,813

94,595

(Loss) income before income taxes
(5,542
)
19,949

14,407

Income tax (benefit) expense
(810
)
3,382

2,572

Net (loss) income
$
(4,732
)
$
16,567

$
11,835

Total assets
$
641,960

$
6,387,122

$
7,029,082


At or for the Three Months Ended September 30, 2017
(in thousands)
Mortgage
Banking
Commercial and
Consumer Banking
Total
Condensed income statement:
Net interest income (1)
$
5,526

$
45,314

$
50,840

Provision for credit losses
—

250

250

Noninterest income
71,922

11,962

83,884

Noninterest expense
77,537

37,160

114,697

(Loss) income before income taxes
(89
)
19,866

19,777

Income tax expense
34

5,904

5,938

Net (loss) income
$
(123
)
$
13,962

$
13,839

Total assets
$
1,032,510

$
5,763,836

$
6,796,346


At or for the Nine Months Ended September 30, 2018
(in thousands)
Mortgage
Banking
Commercial and
Consumer Banking
Total
Condensed income statement:
Net interest income (1)
$
10,053

$
141,054

$
151,107

Provision for credit losses
—

2,500

2,500

Noninterest income
162,177

26,151

188,328

Noninterest expense
190,560

115,369

305,929

(Loss) income before income taxes
(18,330
)
49,336

31,006

Income tax (benefit) expense
(4,456
)
10,662

6,206

Net (loss) income
$
(13,874
)
$
38,674

$
24,800

Total assets
$
641,960

$
6,387,122

$
7,029,082



58

At or for the Nine Months Ended September 30, 2017
(in thousands)
Mortgage
Banking
Commercial and
Consumer Banking
Total
Condensed income statement:
Net interest income (1)
$
14,693

$
128,666

$
143,359

Provision for credit losses
—

750

750

Noninterest income
209,690

29,663

239,353

Noninterest expense
222,554

110,261

332,815

Income before income taxes
1,829

47,318

49,147

Income tax expense
498

14,618

15,116

Net income
$
1,331

$
32,700

$
34,031

Total assets
$
1,032,510

$
5,763,836

$
6,796,346

(1)
Net interest income is the aggregation of interest earned on assets, interest expense charged by treasury to fund the assets, interest paid on liabilities, and interest income provided by treasury for investing the liabilities.



NOTE 11–ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS):

The following table shows changes in accumulated other comprehensive income (loss) from unrealized gain (loss) on available-for-sale securities, net of tax.

Three Months Ended September 30,
Nine Months Ended September 30,
(in thousands)
2018
2017
2018
2017
Beginning balance
$
(19,722
)
$
(5,413
)
$
(7,122
)
$
(10,412
)
Other comprehensive (loss) income before reclassifications
(4,399
)
1,236

(16,811
)
6,597

Amounts reclassified from accumulated other comprehensive income (loss)
4

(215
)
(184
)
(577
)
Net current-period other comprehensive (loss) income
(4,395
)
1,021

(16,995
)
6,020

Ending balance
$
(24,117
)
$
(4,392
)
$
(24,117
)
$
(4,392
)


The following table shows the affected line items in the consolidated statements of operations from reclassifications of unrealized gain (loss) on available-for-sale securities from accumulated other comprehensive income (loss).

Affected Line Item in the Consolidated Statements of Operations
Amount Reclassified from Accumulated
Other Comprehensive Income (Loss)
Three Months Ended September 30,
Nine Months Ended September 30,
(in thousands)
2018
2017
2018
2017
(Loss) gain on sale of investment securities available for sale
$
(4
)
$
331

$
234

$
888

Income tax (benefit) expense
—

116

50

311

Total, net of tax
$
(4
)

$
215

$
184

$
577




59

NOTE 12–REVENUE:

On January 1, 2018, the Company adopted ASU No. 2014-09 Revenue from Contracts with Customers ("Topic 606") . We elected to implement Topic 606 using the modified retrospective application, with the cumulative effect recorded as an adjustment to retained earnings at January 31, 2018. Due to immateriality, we had no cumulative effect to record. Since net interest income on financial assets and liabilities is excluded from this guidance, a significant majority of our revenues are not subject to the new guidance.

Our revenue streams that fall within the scope of Topic 606 are presented within noninterest income and are, in general, recognized as revenue as we satisfy our obligation to the customer. Most of the Company's contracts that fall within the scope of this guidance are contracts with customers that are cancelable by either party without penalty and are short-termed in nature. These revenues include depositor and other retail and business banking fees, commission income, credit card fees and sales of other real estate owned. For the nine months ended September 30, 2018 , in scope revenue streams were approximately 2.3% of our total revenues. As this standard is immaterial to our consolidated financial statements, the Company has omitted certain disclosures in ASU 2014-09, including the disaggregation of revenue table. In-scope noninterest revenue streams are discussed below.

Depositor and other retail and business banking fees
Depositor and other retail banking fees consist of monthly service fees, check orders, and other deposit account related fees. The Company’s performance obligation for these fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided.
Commission Income
Commission income primarily consists of revenue received on insurance policies and monthly investment management fees earned where the Company has acted as an intermediary between customers and the insurance carriers or investment advisers.
Under Topic 606, the commissions received at the inception of the policy should be deferred and recognized over the course of the policy. The company’s performance obligation for commissions is generally satisfied, and the related revenue generally recognized, over the course of the policy or over the period in which the services are provided, generally monthly.
Credit Card Fees
The Company offers credit cards to its customers through a third party and earns a fee on each transaction and a fee for each new account activation on a net basis. Revenue is recognized on a one-month lag when cash is received for these fees which does not vary materially from recognizing revenue over the period the services are performed.
Sale of Real Estate Owned
A gain or loss, the difference between the cost basis of the property and its sale price, on other real estate owned is recognized when the performance obligation is met, which is at the time the property title is transferred to the buyer.



60

NOTE 13–RESTRUCTURING:

In 2017, we completed restructuring plans in the Company's Mortgage Banking segment to reduce operating costs and improve efficiency.
I n June 2018, the Company implemented another restructuring plan in the M ortgage Banking segment to further reduce operating costs and improve profitability. In the third quarter of 2018, we recorded additional $471 thousand in restructuring charges related to this event.
Restructuring charges consist of facility-related costs and severance costs and are included in the occupancy and the salaries and related costs line items on our consolidated statement of operations for the applicable period.
The following tables summarize the restructuring charges, the restructuring costs paid or settled during the first three and nine months of 2018 and the Company's net remaining liability balance at September 30, 2018 and 2017 .
2018
2017
At and for the three months ended September 30
Facilities-related costs
Personnel-related costs
Total
Facilities-related costs
Personnel-related costs
Total
(in thousands)
Beginning balance
$
4,209

$
439

$
4,648

$
—

$
71

$
71

Restructuring costs
456

15

471

3,332

545

3,877

Costs paid or otherwise settled
(1,409
)
(400
)
(1,809
)
(1,279
)
(180
)
(1,459
)
Ending balance
$
3,256

$
54

$
3,310

$
2,053

$
436

$
2,489



2018
2017
At and for the nine months ended September 30
Facilities-related costs
Personnel-related costs
Total
Facilities-related costs
Personnel-related costs
Total
(in thousands)
Beginning balance
$
1,386

$
—

$
1,386

$
—

$
—

$
—

Restructuring costs
6,619

454

7,073

3,332

649

3,981

Costs paid or otherwise settled
(4,749
)
(400
)
(5,149
)
(1,279
)
(213
)
(1,492
)
Ending balance
$
3,256

$
54

$
3,310

$
2,053

$
436

$
2,489





NOTE 14–SUBSEQUENT EVENTS:

The Company has evaluated subsequent events through the time of filing this Quarterly Report on Form 10-Q and has concluded that there are no significant events that occurred subsequent to the balance sheet date but prior to the filing of this report that would have a material impact on the consolidated financial statements.



61

ITEM 2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Consolidated Financial Statements and Notes presented elsewhere in this report and in HomeStreet, Inc.'s 2017 Annual Report on Form 10-K.

FORWARD-LOOKING STATEMENTS

The following discussion contains certain forward-looking statements, which are statements of expectations and not statements of historical fact. Many forward-looking statements can be identified as using words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “should,” “will” and “would” and similar expressions (or the negative of these terms). Such statements involve inherent risks and uncertainties, many of which are difficult to predict and are generally beyond the control of the Company and are subject to risks and uncertainties, including, but not limited to, those discussed below and elsewhere in this Quarterly Report on Form 10-Q, particularly in Item 1A of Part II, “Risk Factors,” that could cause actual results to differ significantly from those projected. Although we believe that expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We undertake no obligation to, and expressly disclaim any such obligation to update, or clarify any of the forward-looking statements after the date of this Quarterly Report on Form 10-Q to reflect changed assumptions, the occurrence of anticipated or unanticipated events, new information or changes to future results over time of otherwise, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements, which apply only as of the date of this Form 10-Q.

Except as otherwise noted, references to “we,” “our,” “us” or “the Company” refer to HomeStreet, Inc. and its subsidiaries that are consolidated for financial reporting purposes. Statements of knowledge, intention or belief reflect those characteristics of our executive management team based on current facts and circumstances.

You may review a copy of this Quarterly Report on Form 10-Q, including exhibits and any schedule filed therewith, and obtain copies of such materials at prescribed rates, at the Securities and Exchange Commission's Public Reference Room at, 100 F Street, NE, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission maintains a website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding registrants, such as HomeStreet, Inc., that file electronically with the Securities and Exchange Commission. Copies of our Securities Exchange Act reports also are available from our investor relations website, http://ir.homestreet.com. Information contained in or linked from our websites is not incorporated into and does not constitute a part of this report.




62

Summary Financial Data
At or for the Three Months Ended
At or for the Nine Months Ended
(dollars in thousands, except share data)
Sept. 30,
2018
June 30,
2018
Mar. 31,
2018
Dec. 31,
2017
Sept. 30,
2017
Sept. 30,
2018
Sept. 30,
2017
Income statement data (for the period ended):
Net interest income
$
51,644

$
51,003

$
48,460

$
51,079

$
50,840

$
151,107

$
143,359

Provision for credit losses
750

1,000

750

—

250

2,500

750

Noninterest income
58,108

69,389

60,831

72,801

83,884

188,328

239,353

Noninterest expense
94,595

110,565

100,769

106,838

114,697

305,929

332,815

Income before income taxes
14,407

8,827

7,772

17,042

19,777

31,006

49,147

Income tax expense (benefit)
2,572

1,728

1,906

(17,873
)
5,938

6,206

15,116

Net income
$
11,835

$
7,099

$
5,866

$
34,915

$
13,839

$
24,800

$
34,031

Basic income per common share
$
0.44

$
0.26

$
0.22

$
1.30

$
0.51

$
0.92

$
1.27

Diluted income per common share
$
0.44

$
0.26

$
0.22

$
1.29

$
0.51

$
0.91

$
1.26

Common shares outstanding
26,989,742

26,978,229

26,972,074

26,888,288

26,884,402

26,989,742

26,884,402

Weighted average number of shares outstanding:
Basic
26,985,425

26,976,892

26,927,464

26,887,611

26,883,392

26,963,260

26,857,006

Diluted
27,181,688

27,156,329

27,159,000

27,136,977

27,089,040

27,165,672

27,077,032

Shareholders' equity per share
$
26.48


$
26.19


$
25.99


$
26.20


$
24.98

$
26.48

$
24.98

Financial position (at period end):
Cash and cash equivalents
$
59,006

$
176,218

$
66,289

$
72,718

$
55,050

$
59,006

$
55,050

Investment securities
903,685

907,457

915,483

904,304

919,459

903,685

919,459

Loans held for sale
404,440

568,514

500,533

610,902

851,126

404,440

851,126

Loans held for investment, net
5,026,301

4,883,310

4,758,261

4,506,466

4,313,225

5,026,301

4,313,225

Loan servicing rights
291,759

272,205

320,105

284,653

268,072

291,759

268,072

Other real estate owned
751

752

297

664

3,704

751

3,704

Total assets
7,029,082

7,163,877

6,924,056

6,742,041

6,796,346

7,029,082

6,796,346

Deposits
5,155,042

5,120,285

5,048,996

4,760,952

4,670,486

5,155,042

4,670,486

Federal Home Loan Bank advances
816,591

1,008,613

851,657

979,201

1,135,245

816,591

1,135,245

Federal funds purchased and securities sold under agreements to repurchase
55,000

—

25,000

—

—

55,000

—

Shareholders' equity
$
714,782

$
706,459

$
700,963

$
704,380

$
671,469

$
714,782

$
671,469

Financial position (averages):
Investment securities
$
915,439

$
911,678

$
915,562

$
929,995

$
925,545

$
916,685

$
1,055,281

Loans held for investment
4,945,065

4,836,644

4,641,980

4,429,777

4,242,795

4,809,007

4,093,588

Total interest-earning assets
6,457,129

6,369,673

6,093,430

6,269,600

6,098,054

6,310,127

5,907,168

Total interest-bearing deposits
4,110,179

4,046,297

3,834,191

3,581,911

3,622,606

3,997,900

3,590,741

Federal Home Loan Bank advances
838,569

943,539

858,451

1,264,893

1,034,634

880,114

961,070

Federal funds purchased and securities sold under agreements to repurchase
15,192

5,253

7,333

8,828

272

9,288

2,015

Total interest-bearing liabilities
5,094,216

5,121,085

4,825,265

4,980,926

4,783,142

5,014,507

4,679,288

Shareholders’ equity
$
760,446

$
751,593

$
717,742

$
701,849

$
683,186

$
743,417

$
667,124



63

Summary Financial Data (continued)

At or for the Three Months Ended
At or for the Nine Months Ended
(dollars in thousands, except share data)
Sept. 30,
2018
June 30,
2018
Mar. 31,
2018
Dec. 31,
2017
Sept. 30,
2017
Sept. 30,
2018
Sept. 30,
2017
Financial performance:
Return on average shareholders' equity (1)
6.23
%
3.78
%
3.27
%
19.90
%
8.10
%
4.45
%
6.80
%
Return on average assets
0.66
%
0.40
%
0.35
%
2.03
%
0.83
%
0.47
%
0.70
%
Net interest margin (2)
3.20
%
3.25
%
3.25
%
3.33
%
3.40
%
3.22
%
3.31
%
Efficiency ratio (3)
86.19
%
91.84
%
92.20
%
86.24
%
85.13
%
90.13
%
86.96
%
Asset quality:
Allowance for credit losses
$
41,854

$
40,982

$
40,446

$
39,116

$
38,195

$
41,854

$
38,195

Allowance for loan losses/total loans (4)
0.80
%
0.80
%
0.81
%
0.83
%
0.85
%
0.80
%
0.85
%
Allowance for loan losses/nonaccrual loans
419.57
%
409.97
%
359.32
%
251.63
%
245.02
%
419.57
%
245.02
%
Total nonaccrual loans (5)(6)
$
9,638

$
9,630

$
10,879

$
15,041

$
15,123

$
9,638

$
15,123

Nonaccrual loans/total loans
0.19
%
0.20
%
0.23
%
0.33
%
0.35
%
0.19
%
0.35
%
Other real estate owned
$
751

$
751

$
297

$
664

$
3,704

$
751

$
3,704

Total nonperforming assets (6)
$
10,389

$
10,381

$
11,176

$
15,705

$
18,827

$
10,389

$
18,827

Nonperforming assets/total assets
0.15
%
0.14
%
0.16
%
0.23
%
0.28
%
0.15
%
0.28
%
Net (recoveries) charge-offs
$
(122
)
$
464

$
(580
)
$
(921
)
$
(475
)
$
(238
)
$
(2,181
)
Regulatory capital ratios for the Bank:
Tier 1 leverage capital (to average assets)
9.70
%
9.72
%
9.58
%
9.67
%
9.86
%
9.70
%
9.86
%
Common equity tier 1 risk-based capital (to risk-weighted assets)
13.26
%
12.69
%
12.30
%
13.22
%
12.88
%
13.26
%
12.88
%
Tier 1 risk-based capital (to risk-weighted assets)
13.26
%
12.69
%
12.30
%
13.22
%
12.88
%
13.26
%
12.88
%
Total risk-based capital (to risk-weighted assets)
14.15
%
13.52
%
13.09
%
14.02
%
13.65
%
14.15
%
13.65
%
Regulatory capital ratios for the Company:




Tier 1 leverage capital (to average assets)
9.17
%
9.18
%
9.08
%
9.12
%
9.33
%
9.17
%
9.33
%
Tier 1 common equity risk-based capital (to risk-weighted assets)
10.84
%
10.48
%
9.26
%
9.86
%
9.77
%
10.84
%
9.77
%
Tier 1 risk-based capital (to risk-weighted assets)
11.94
%
11.56
%
10.28
%
10.92
%
10.81
%
11.94
%
10.81
%
Total risk-based capital (to risk-weighted assets)
12.82
%
12.38
%
10.97
%
11.61
%
11.48
%
12.82
%
11.48
%

(1)
Net earnings available to common shareholders divided by average shareholders’ equity.
(2)
Net interest income divided by total average interest-earning assets on a tax equivalent basis.
(3)
Noninterest expense divided by total revenue (net interest income and noninterest income).
(4)
Includes loans acquired with bank acquisitions. Excluding acquired loans, allowance for loan losses /total loans was 0.84% , 0.85% , 0.87% , 0.90% and 0.93% at September 30, 2018 , June 30, 2018 , March 31, 2018 , December 31, 2017 and September 30, 2017 , respectively.
(5)
Generally, loans are placed on nonaccrual status when they are 90 or more days past due, unless payment is insured by the FHA or guaranteed by the VA.
(6)
Includes $1.4 million , $1.4 million , $1.7 million , $1.9 million and $1.4 million of nonperforming loans guaranteed by the SBA at September 30, 2018 , June 30, 2018 , March 31, 2018 , December 31, 2017 and September 30, 2017 , respectively.


64

At or for the Three Months Ended
(in thousands)
Sept. 30,
2018
June 30,
2018
Mar. 31,
2018
Dec. 31,
2017
Sept. 30,
2017
SUPPLEMENTAL DATA:
Loans serviced for others:
Single family
$
19,804,263

$
19,073,176

$
23,219,576

$
22,631,147

$
21,892,253

Multifamily DUS ® (1)
1,442,727

1,357,929

1,323,937

1,311,399

1,213,459

Other
83,308

82,083

81,436

79,797

78,674

Total loans serviced for others
$
21,330,298

$
20,513,188

$
24,624,949

$
24,022,343

$
23,184,386

(1) Fannie Mae Multifamily Delegated Underwriting and Servicing Program (“DUS" ® ) is a registered trademark of Fannie Mae.

65

About Us

HomeStreet is a diversified financial services company founded in 1921, headquartered in Seattle, Washington, serving customers primarily on the West Coast of the United States, including Hawaii. We are principally engaged in commercial and consumer banking and real estate lending, including commercial real estate and single family mortgage banking operations.
HomeStreet, Inc. is a bank holding company that has elected to be treated as a financial holding company. Our primary subsidiaries are HomeStreet Bank and HomeStreet Capital Corporation ("HSC"). We also sell insurance products and services for consumer clients under the name HomeStreet Insurance.
HomeStreet Bank is a Washington state-chartered commercial bank providing commercial and consumer loans, mortgage loans, deposit products, other banking services, non-deposit investment products, private banking and cash management services. Our loan products include commercial business loans and agriculture loans, consumer loans, single family residential mortgages, loans secured by commercial real estate and construction loans for residential and commercial real estate projects. We also have partial ownership in WMS Series LLC (dba Penrith Home Loans), an affiliated business arrangement with various owners of Windermere Real Estate Company franchises, which operates a home loan business from select Windermere Real Estate Offices and other locations.
HSC, a Washington corporation, originates, sells and services multifamily mortgage loans under the Fannie Mae Delegated Underwriting and Servicing Program ("DUS ® ") (1) in conjunction with HomeStreet Bank.
We generate revenue by earning net interest income and noninterest income. Net interest income is primarily the interest income we earn on loans and investment securities, less the interest we pay on deposits and other borrowings. We also earn noninterest income from the origination, sale and servicing of loans and from fees earned on deposit services and investment and insurance sales.
At September 30, 2018 , we had total assets of $7.03 billion , net loans held for investment of $5.03 billion , deposits of $5.16 billion and shareholders’ equity of $714.8 million .

During the third quarter of 2018 , we continued to focus on improved performance in our overall operations. Reflecting our prior investment in growth and diversification, we had record net income in our Commercial and Consumer Banking segment in the third quarter of 2018 of $16.6 million . As of September 30, 2018 , we had 30 retail branches in the Puget Sound area, 16 retail branches in Southern California and four retail branches in both Hawaii and Oregon. Our branch network is primarily located in the large metropolitan markets of the Western United States which promotes convenience for our customers and together with the growth of commercial and consumer account deposits at our existing branches, helps build our market share. During the quarter, we continued bolstering our technology, compliance and risk management capabilities. Meanwhile, our Mortgage Banking segment has continued to be challenged by a reduction in single family loan origination volume primarily due to an increase in interest rates that has in turn increased the cost of all mortgage types, in particular the volume of refinance mortgages as higher interest rates make such loans less competitive with existing mortgages. Single family purchase loan origination volume has also been impacted as higher interest rates can make home buying more expensive, which is further impacted by a lack of housing inventory in many of our primary markets that creates challenges for customers looking for suitable housing at affordable prices. Meanwhile, despite the downturn in the mortgage market overall, the number of our competitors has not been meaningfully reduced, which in turn creates negative pressure on our Mortgage Banking segment profit margin. The combination of these factors have led to increased competitive market pressures on pricing resulting in a reduction in gain on sale margins. As a result, we have taken steps to mitigate these changes including significant restructuring events in our mortgage and corporate operations and implementing other cost savings initiatives within the Company.

Despite these competitive pressures, we have been able to maintain a significant market share in mortgage banking in our Pacific Northwest markets, and expect mortgage banking to remain an important part of our overall strategy. However, the contraction in the total number of mortgage loans being originated in our markets has led us to focus on building an even more efficient operation, while retaining the ability to meet the origination and servicing needs of our mortgage lending customers.
Although our business has been historically focused heavily on single family mortgage banking, since our initial public offering in 2012 we have invested significantly in the growth of our Commercial and Consumer Banking business in part to offset the volatility of earnings typically experienced in residential mortgage banking operations. The growth of our Commercial and Consumer Banking operations that has resulted from that investment combined with the cost savings and increased efficiency realized by the restructuring events in our Mortgage Banking segment and corporate operations has been important in offsetting the impact to our overall financial results from the downturn in our Mortgage Banking segment over the past year.


1 DUS® is a registered trademark of Fannie Mae
66



While HomeStreet has grown at a significant rate in the six years since our initial public offering, management anticipates that our growth rate as a percentage of our assets and income going forward will be lower than prior periods, due in part to the increased scale of our business and the competitive state of our markets.

Management’s Overview of Third Quarter of 2018 Financial Performance

Results of Operations

Results for the third quarter of 2018 reflect the benefit of our investments in growth and diversification. We have continued to execute on our strategy of becoming a leading West Coast regional commercial bank through steady organic growth in our Commercial and Consumer Banking segment which resulted in an increase of loans held for investment of 2.9% in the quarter. At the same time, however, our mortgage business has continued to be impacted by higher interest rates, the reduction in our mortgage banking production personnel and the low supply of houses in our primary markets.

For the three and nine months ended September 30, 2018 , net income was $11.8 million and $24.8 million , respectively, a decrease of $2.0 million or 14.5% and $9.2 million or 27.1% from $13.8 million and $34.0 million , respectively, from the three and nine months ended September 30, 2017 . The decreases were primarily due to a decline in mortgage loan production substantially driven by an increase in interest rates which in turn has increased the cost of all mortgage types, particularly reducing the amount of refinance mortgages. The reduction in single family loan origination volume has also been compounded by a lack of housing inventory in many of our primary markets further reducing the amount of purchase mortgages. Additionally, these factors have led to increased competitive market pressures on pricing resulting in a reduction in gain on sale margins.
These decreases in net income have been partially offset by a reduction in noninterest expense as a result of our 2017 and 2018 cost saving initiatives.

As of September 30, 2018 , we had 33 primary stand-alone home loan centers, seven primary commercial loan centers and 60 retail deposit branches. We also have one stand-alone insurance office.

Consolidated Financial Performance

At or for the Three Months Ended September 30,
Percent Change
At or for the Nine Months Ended September 30,
Percent Change
(in thousands, except per share data and ratios)
2018
2017
2018
2017
Selected statement of operations data
Total net revenue (1)
$
109,752

$
134,724

(19
)%
$
339,435

$
382,712

(11
)%
Total noninterest expense
94,595

114,697

(18
)%
305,929

332,815

(8
)%
Provision for credit losses
750

250

200
%
2,500

750

233
%
Income tax expense
2,572

5,938

(57
)%
6,206

15,116

(59
)%
Net income
$
11,835

$
13,839

(14
)%
$
24,800

$
34,031

(27
)%
Financial performance
Diluted income per share
$
0.44

$
0.51

$
0.91

$
1.26

Return on average common shareholders’ equity
6.23
%
8.10
%
4.45
%
6.80
%
Return on average assets
0.66
%
0.83
%
0.47
%
0.70
%
Net interest margin
3.20
%
3.40
%
3.22
%
3.31
%
(1)
Total net revenue is net interest income and noninterest income.


67

Commercial and Consumer Banking Segment Results

Commercial and Consumer Banking segment net income for the three and nine months ended September 30, 2018 was $16.6 million and $38.7 million , respectively, compared to $14.0 million and $32.7 million , respectively, for the three and nine months ended September 30, 2017 . The increases were primarily due to an increase in net interest income from higher loans held for investment average balances and a reduction in our effective tax rate.

Commercial and Consumer Banking segment net interest income for the three and nine months ended September 30, 2018 was $47.9 million and $141.1 million , compared to $45.3 million and $128.7 million for the three and nine months ended September 30, 2017 . The increases were primarily due to higher loans held for investment average balances.

Our provision for credit losses was $750 thousand and $2.5 million in the three and nine months ended September 30, 2018 , respectively, compared to provision for credit losses of $250 thousand and $750 thousand , respectively in the three and nine months ended September 30, 2017 . Net recoveries were $238 thousand in the first nine months of 2018 compared to net recoveries of $2.2 million in the first nine months of 2017 . Overall, the allowance for loan losses (which excludes the allowance for unfunded commitments) was 0.80% and 0.85% of loans held for investment at September 30, 2018 and September 30, 2017 , respectively. Excluding loans acquired through business combinations, the allowance for loan losses was 0.84% of loans held for investment at September 30, 2018 compared to 0.93% at September 30, 2017 . Nonperforming assets were $10.4 million , or 0.15% of total assets at September 30, 2018 , compared to $18.8 million , or 0.28% of total assets at September 30, 2017 .

Commercial and Consumer Banking segment noninterest expense was $37.8 million for the third quarter of 2018 , an increase of $653 thousand , or 1.8% , from $37.2 million for the third quarter of 2017 . For the nine months ended September 30, 2018 segment noninterest expense was $115.4 million , an increase of 4.6% from $110.3 million for the nine months ended September 30, 2017 . The increase from the three months ended September 30, 2017 was primarily due to the cost of systems and technology investments to support our growth. The increase from the nine months ended September 30, 2017 was primarily due to higher costs from our expanding branch banking network, and increased information system costs and FDIC assessments. For the nine months ended September 30, 2018 , we added four de novo retail deposit branches. From September 30, 2017 , we decreased the segment's headcount by 4.8% , generally related to efficiencies derived in corporate support functions.

Mortgage Banking Segment Results

Mortgage Banking segment net loss for the three and nine months ended September 30, 2018 was $4.7 million and $13.9 million , respectively, compared to a net loss of $123 thousand and net income of $1.3 million , respectively, for the three and nine months ended September 30, 2017 . The decreases in earnings were primarily due to lower mortgage production volume and a reduction in gain on sale margins. The decreases were partially offset by a decline in commission costs on lower closed loan volume and lower operating expenses from our cost savings initiatives in 2017 and 2018.

Mortgage Banking noninterest income for the three and nine months ended September 30, 2018 was $47.5 million and $162.2 million , respectively, compared to $71.9 million and $209.7 million , respectively, for the three and nine months ended September 30, 2017 , primarily due to a 31.5% and 16.7% decrease in single family mortgage interest rate lock commitments, respectively, primarily the result of higher mortgage interest rates. The increase in interest rates has increased the cost of all mortgage types, particularly reducing the amount of refinance mortgages. The reduction in single family loan origination volume has also been compounded by a lack of housing inventory in many of our primary markets further reducing the amount of purchase mortgages. We decreased our mortgage production personnel by 25.9% at September 30, 2018 compared to September 30, 2017 , primarily due to our 2017 and 2018 restructurings in our Mortgage Banking segment.

Mortgage Banking noninterest expense for the three and nine months ended September 30, 2018 was $56.8 million and $190.6 million , respectively, compared to $77.5 million and $222.6 million , respectively, for the three and nine months ended September 30, 2017 , primarily due to decreased commissions on lower closed loan volume, as well as lower operating expenses due to our 2017 and 2018 cost savings initiatives. The decrease from the three months ended September 30, 2017 also includes lower restructuring charges. The decrease from the nine months ended September 30, 2017 was partially offset by higher restructuring charges in the nine months ended September 30, 2018 compared to the same period in 2017.



68

Regulatory Matters

Under the Basel III standards, the Company and Bank's Tier 1 leverage, common equity risk-based capital, Tier 1 risk-based capital and total risk-based capital ratios are as follows.
At September 30, 2018
HomeStreet, Inc.
HomeStreet Bank
Ratio
Ratio
Tier 1 leverage capital (to average assets)
9.17
%
9.70
%
Common equity Tier 1 risk-based capital (to risk-weighted assets)
10.84
%
13.26
%
Tier 1 risk-based capital (to risk-weighted assets)
11.94
%
13.26
%
Total risk-based capital (to risk-weighted assets)
12.82
%
14.15
%


At December 31, 2017
HomeStreet, Inc.
HomeStreet Bank
Ratio
Ratio
Tier 1 leverage capital (to average assets)
9.12
%
9.67
%
Common equity Tier 1 risk-based capital (to risk-weighted assets)
9.86
%
13.22
%
Tier 1 risk-based capital (to risk-weighted assets)
10.92
%
13.22
%
Total risk-based capital (to risk-weighted assets)
11.61
%
14.02
%

The Company and the Bank remain above current “well-capitalized” regulatory minimums.
In the second quarter of 2018, we modified our loss sharing agreement between our subsidiary HomeStreet Capital Corporation and Fannie Mae related to our DUS portfolio to move from a standard loss share method to a pari passu loss share method. Under the new agreement, the calculated off-balance sheet risk weighted assets are reduced by two-thirds of the amount under the previous agreement, which in turn improved the common equity tier 1 risk based capital ratio, the tier 1 risk based capital ratio, and the total risk based capital ratio for HomeStreet on a consolidated basis.


Critical Accounting Policies and Estimates

Our significant accounting policies are fundamental to understanding our results of operations and financial condition because they require that we use estimates and assumptions that may affect the value of our assets or liabilities and financial results. Certain of these policies are critical because they require management to make subjective and complex judgments about matters that are inherently uncertain and because it is likely that materially different amounts would be reported under different conditions or using different assumptions. These policies govern:
•
Allowance for Loan and Lease Losses
•
Fair Value of Financial Instruments
•
Single Family Mortgage Servicing Rights ("MSRs")
•
Other Real Estate Owned ("OREO")
•
Income Taxes
•
Business Combinations

These policies and estimates are described in further detail in Part II, Item 7- Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 1, Summary of Significant Accounting Policies, within our 2017 Annual Report on Form 10-K.


69

Results of Operations
Average Balances and Rates

Average balances, together with the total dollar amounts of interest income and expense, on a tax equivalent basis related to such balances and the weighted average rates, were as follows.

Three Months Ended September 30,
2018
2017
(in thousands)
Average
Balance
Interest
Average
Yield/Cost
Average
Balance
Interest
Average
Yield/Cost
Assets:
Interest-earning assets: (1)
Cash and cash equivalents
$
66,127

$
188

1.13
%
$
88,699

$
171

0.76
%
Investment securities
915,439

6,072

2.65
%
925,545

6,286

2.72
%
Loans held for sale
530,498

6,267

4.73
%
841,015

8,586

4.08
%
Loans held for investment
4,945,065

57,859

4.61
%
4,242,795

48,168

4.50
%
Total interest-earning assets
6,457,129

70,386

4.31
%
6,098,054

63,211

4.12
%
Noninterest-earning assets (2)
662,784

597,876

Total assets
$
7,119,913

$
6,695,930

Liabilities and shareholders’ equity:
Deposits:
Interest-bearing demand accounts
$
427,777

$
416

0.39
%
$
489,743

$
500

0.40
%
Savings accounts
279,325

198

0.28
%
310,242

259

0.33
%
Money market accounts
1,919,412

4,481

0.92
%
1,588,366

2,072

0.52
%
Certificate accounts
1,483,665

6,382

1.71
%
1,234,255

3,381

1.09
%
Total interest-bearing deposits
4,110,179

11,477

1.11
%
3,622,606

6,212

0.68
%
Federal Home Loan Bank advances
838,569

4,719

2.20
%
1,034,634

3,404

1.31
%
Federal funds purchased and securities sold under agreements to repurchase
15,192

83

2.13
%
272

1

1.37
%
Other borrowings
4,892

54

4.34
%
380

3

3.52
%
Long-term debt
125,384

1,695

5.37
%
125,250

1,521

4.82
%
Total interest-bearing liabilities
5,094,216

18,028

1.40
%
4,783,142

11,141

0.92
%
Noninterest-bearing liabilities
1,265,251

1,229,602

Total liabilities
6,359,467

6,012,744

Shareholders’ equity
760,446

683,186

Total liabilities and shareholders’ equity
$
7,119,913

$
6,695,930

Net interest income (3)
$
52,358

$
52,070

Net interest spread
2.91
%
3.20
%
Impact of noninterest-bearing sources
0.29
%
0.20
%
Net interest margin
3.20
%
3.40
%
(1)
The average balances of nonaccrual assets and related income, if any, are included in their respective categories.
(2)
Includes loan balances that have been foreclosed and are now reclassified to OREO.
(3)
Includes taxable-equivalent adjustments primarily related to tax-exempt income on certain loans and securities of $714 thousand and $1.2 million for the quarter ended September 30, 2018 and 2017 , respectively. The estimated federal statutory tax rate was 21% and 35% , respectively, for the periods presented.

70

Nine Months Ended September 30,
2018
2017
(in thousands)
Average
Balance
Interest
Average
Yield/Cost
Average
Balance
Interest
Average
Yield/Cost
Assets:
Interest-earning assets: (1)
Cash and cash equivalents
$
77,228

$
620

1.07
%
$
89,047

$
432

0.65
%
Investment securities
916,685

18,187

2.65
%
1,055,281

19,350

2.46
%
Loans held for sale
507,207

17,000

4.47
%
669,252

20,259

4.04
%
Loans held for investment
4,809,007

164,855

4.54
%
4,093,588

137,355

4.46
%
Total interest-earning assets
6,310,127

200,662

4.22
%
5,907,168

177,396

4.00
%
Noninterest-earning assets (2)
674,909

582,480

Total assets
$
6,985,036

$
6,489,648

Liabilities and shareholders’ equity:
Deposits:
Interest-bearing demand accounts
$
438,039

$
1,286

0.39
%
$
478,589

$
1,480

0.41
%
Savings accounts
288,146

645

0.30
%
308,156

767

0.33
%
Money market accounts
1,902,466

11,992

0.84
%
1,576,459

6,200

0.52
%
Certificate accounts
1,369,249

15,225

1.49
%
1,227,537

9,484

1.03
%
Total interest-bearing deposits
3,997,900

29,148

0.97
%
3,590,741

17,931

0.67
%
Federal Home Loan Bank advances
880,114

13,138

1.97
%
961,070

8,174

1.13
%
Federal funds purchased and securities sold under agreements to repurchase
9,288

139

1.97
%
2,015

17

1.14
%
Other borrowings
1,868

62

4.34
%
256

3

1.19
%
Long-term debt
125,337

4,941

5.24
%
125,206

4,513

4.80
%
Total interest-bearing liabilities
5,014,507

47,428

1.26
%
4,679,288

30,638

0.87
%
Noninterest-bearing liabilities
1,227,112

1,143,236

Total liabilities
6,241,619

5,822,524

Shareholders’ equity
743,417

667,124

Total liabilities and shareholders’ equity
$
6,985,036

$
6,489,648

Net interest income (3)
$
153,234

$
146,758

Net interest spread
2.97
%
3.13
%
Impact of noninterest-bearing sources
0.25
%
0.18
%
Net interest margin
3.22
%
3.31
%
(1)
The average balances of nonaccrual assets and related income, if any, are included in their respective categories.
(2)
Includes loan balances that have been foreclosed and are now reclassified to OREO.
(3)
Includes taxable-equivalent adjustments primarily related to tax-exempt income on certain loans and securities of $2.1 million and $3.4 million for the nine months ended September 30, 2018 and 2017 respectively. The estimated federal statutory tax rate was 21% and 35% , respectively, for the periods presented.


Interest on Nonaccrual Loans

We do not include interest collected on nonaccrual loans in interest income. When we place a loan on nonaccrual status, we reverse the accrued but unpaid interest, which reduces interest income for the period in which the reversal occurs and we stop amortizing any net deferred fees (which are normally amortized over the life of the loan). Additionally, if interest is received on nonaccrual loans, the interest collected on the loan is recognized as an adjustment to the cost basis of the loan. The net decrease to interest income due to adjustments made for nonaccrual loans, including the effect of additional interest income that would have been recorded during the period if the loans had been accruing, was $319 thousand and $1.0 million for the three and nine months ended September 30, 2018 , respectively, and $383 thousand and $1.2 million for the three and nine months ended September 30, 2017 , respectively.


71

Net Income

For the three months ended September 30, 2018 , net income was $11.8 million , a decrease of $2.0 million or 14.5% from $13.8 million for the same period in 2017 . For the nine months ended September 30, 2018 , net income was $24.8 million , a decrease of $9.2 million , or 27.1% from net income of $34.0 million for the same period in 2017 . The decreases were primarily due to a decline in mortgage loan production primarily driven by the reduction in our sales force, higher interest rates and lack of housing inventory in our primary markets and a lower composite profit margin, partially offset by a reduction in noninterest expense as a result of our 2017 and 2018 cost saving initiatives and the reduction in our income tax rate. The decrease from the three months ended September 30, 2017 was partially offset by lower restructuring charges. The decrease from the nine months ended September 30, 2017 also included higher restructuring charges in the nine months ended September 30, 2018 compared to the same period in 2017.

Net Interest Income

Our profitability depends significantly on net interest income, which is the difference between income earned on our interest-earning assets, primarily loans and investment securities, and interest paid on interest-bearing liabilities. Our interest-bearing liabilities consist primarily of deposits and borrowed funds, including our outstanding trust preferred securities, senior unsecured notes and advances from the Federal Home Loan Bank ("FHLB").

Net interest income on a tax equivalent basis for the third quarter of 2018 was $52.4 million , an increase of $288 thousand , or 0.6% , from the third quarter of 2017 . For the nine months ended September 30, 2018 net interest income on a tax equivalent basis was $153.2 million , an increase of $6.5 million , or 4.4% from $146.8 million for the same period in 2017 . The increases from 2017 were primarily due to growth of loans held for investment. The net interest margin for the third quarter of 2018 decreased to 3.20% from 3.40% for the same period in 2017 . For the nine months ended September 30, 2018 net interest margin decreased to 3.22% from 3.31% for the same period in 2017 . The decreases from 2017 were primarily due to our cost of interest-bearing liabilities, which increased more rapidly than our yield on interest-earning assets. The flatness of the yield curve is adversely affecting our net interest margin because the cost of interest-bearing liabilities is increasing more quickly than the yield on our interest-earning assets.

For the three and nine months ended September 30, 2018 , total average interest-earning assets increased $359.1 million , or 5.9% from the three months ended September 30, 2017 and increased $403.0 million , or 6.8% from the nine months ended September 30, 2017 , primarily as a result of organic loan growth.

Total interest income of $70.4 million on a tax equivalent basis in the third quarter of 2018 increased $7.2 million , or 11.4% , from $63.2 million in the third quarter of 2017 . For the nine months ended September 30, 2018 total interest income on a tax equivalent basis was $200.7 million , an increase of $23.3 million , or 13.1% from the nine months ended September 30, 2017 . These increases were primarily the result of higher average balances of loans held for investment, which increased $702.3 million , or 16.6% and $715.4 million or 17.5% from the three and nine months ended September 30, 2017 , respectively.

Total interest expense in the third quarter of 2018 increased $6.9 million , or 61.8% from $11.1 million in the third quarter of 2017 . For the nine months ended September 30, 2018 total interest expense increased $16.8 million , or 54.8% from $30.6 million for the nine months ended September 30, 2017 . The increases resulted from higher rates on interest-bearing deposits, FHLB advances and wholesale deposits including brokered CDs as market interest rates rise.

Provision for Credit Losses

We recorded a provision for credit losses of $750 thousand in the third quarter of 2018 compared to $250 thousand in the third quarter of 2017 . The increase in the provision for credit losses from the third quarter of 2017 was primarily due to lower net recoveries during the quarter as compared to the same period in 2017. For the nine months ended September 30, 2018 we recorded a provision for credit losses of $2.5 million compared to $750 thousand for the nine months ended September 30, 2017 , primarily due to lower net recoveries in the nine months ended September 30, 2018 as compared to the same period in 2017.

Nonaccrual loans were $9.6 million at September 30, 2018 , a decrease of $5.4 million , or 35.9% , from $15.0 million at December 31, 2017 . Nonaccrual loans as a percentage of total loans decreased to 0.19% at September 30, 2018 from 0.33% at December 31, 2017 .

Net recoveries were $122 thousand in the third quarter of 2018 compared to net recoveries of $475 thousand in the third quarter of 2017 . For the nine months ended September 30, 2018 , net recoveries were $238 thousand compared to net recoveries of $2.2 million during the same period in 2017. For a more detailed discussion on our allowance for loan losses and related provision for

72

loan losses, see Credit Risk Management within Management's Discussion and Analysis of Financial Condition and Results of Operations in this Quarterly Report on Form 10-Q.

Noninterest Income

Noninterest income consisted of the following.
Three Months Ended September 30,
Dollar
Change
Percent
Change
Nine Months Ended September 30,
Dollar
Change
Percent
Change
(in thousands)
2018
2017
2018
2017
Noninterest income
Gain on loan origination and sale activities (1)
$
44,571

$
71,010

$
(26,439
)
(37
)%
$
149,939

$
197,199

$
(47,260
)
(24
)%
Loan servicing income
7,828

8,282

(454
)
(5
)
22,434

26,285

(3,851
)
(15
)
Income from WMS Series LLC
4

166

(162
)
(98
)
315

757

(442
)
(58
)
Depositor and other retail banking fees
2,038

1,839

199

11

5,936

5,306

630

12

Insurance agency commissions
588

535

53

10

1,658

1,432

226

16

(Loss) gain on sale of investment securities available for sale
(4
)
331

(335
)
(101
)
234

888

(654
)
(74
)
Other
3,083

1,721

1,362

79

7,812

7,486

326

4

Total noninterest income
$
58,108

$
83,884

$
(25,776
)
(31
)%
$
188,328

$
239,353

$
(51,025
)
(21
)%
(1)
Single family, multifamily and other commercial loan banking activities.

Our noninterest income is heavily dependent upon our single family mortgage banking activities, which are comprised of mortgage origination and sale as well as mortgage servicing activities. The level of our mortgage banking activity fluctuates and is highly sensitive to changes in mortgage interest rates, as well as to general economic conditions such as employment trends and housing supply and affordability. The decreases in noninterest income in the three and nine months ended September 30, 2018 compared to the same periods in 2017 were primarily due to a decrease in mortgage production volume resulting in a decrease in gain on loan origination and sale activities in our Mortgage Banking segment as well as lower mortgage loan servicing income. In addition, increased competitive market pressures on pricing has resulted in a reduction in gain on sale margins. The decline in mortgage loan servicing income is primarily from the sale of a portion of our mortgage servicing rights in 2018.


73

The significant components of our noninterest income are described in greater detail as follows.


Gain on loan origination and sale activities consisted of the following.
Three Months Ended September 30,
Dollar
Change
Percent
Change
Nine Months Ended September 30,
Dollar
Change
Percent
Change
(in thousands)
2018
2017
2018
2017
Single family held for sale:
Servicing value and secondary market gains (1)
$
34,945

$
56,657

$
(21,712
)
(38
)%
$
124,554

$
164,548

$
(39,994
)
(24
)%
Loan origination and administrative fees
5,433

7,356

(1,923
)
(26
)
17,036

19,960

(2,924
)
(15
)
Total gain on single family held for sale
40,378

64,013

(23,635
)
(37
)
141,590

184,508

(42,918
)
(23
)
Multifamily DUS ®
3,104

4,152

(1,048
)
(25
)
5,863

8,785

(2,922
)
(33
)
SBA
99

1,056

(957
)
(91
)
696

1,974

(1,278
)
(65
)
CRE Non-DUS ®
990

1,789

(799
)
(45
)
1,790

1,932

(142
)
(7
)
Single Family
(43
)
—

(43
)
NM

(132
)
—

(132
)
NM

Gain on loan origination and sale activities
$
44,528

$
71,010

$
(26,482
)
(37
)%
$
149,807

$
197,199

$
(47,392
)
(24
)%
NM = not meaningful
(1)
Comprised of gains and losses on interest rate lock commitments (which considers the value of servicing), single family loans held for sale, forward sale commitments used to economically hedge secondary market activities, and changes in the Company's repurchase liability for loans that have been sold.

Single family production volumes related to loans designated for sale consisted of the following.

Three Months Ended September 30,
Dollar
Change
Percent
Change
Nine Months Ended September 30,
Dollar
Change
Percent
Change
(in thousands)
2018
2017
2018
2017
Single family mortgage interest rate lock commitments
$
1,283,028

$
1,872,645

$
(589,617
)
(31
)%
$
4,534,751

$
5,445,694

$
(910,943
)
(17
)%
Single family mortgage closed loan volume (1)
1,535,032

2,034,715

(499,683
)
(25
)%
4,727,317

5,666,895

(939,578
)
(17
)%
(1)
Includes loans originated by WMS Series LLC and purchased by HomeStreet Bank.

The decreases in gain on loan origination and sale activities in the three and nine months ended September 30, 2018 compared to the same periods in 2017 primarily reflect increasing interest rates, a lower supply of new and resale housing inventory and our reduced mortgage banking network from our restructuring events.

We reduced the number of employees in the mortgage segment by 24.4% at September 30, 2018 compared to September 30, 2017 , primarily due to our Mortgage Banking segment restructuring events in 2017 and 2018. At September 30, 2018 , we had 381 mortgage production personnel employees compared to 514 employees at September 30, 2017 .


74

Management records a liability for estimated mortgage repurchase losses, which has the effect of reducing gain on loan origination and sale activities. The following table presents the effect of changes in our mortgage repurchase liability within the respective line of gain on loan origination and sale activities. For further information on our mortgage repurchase liability, see Note 7, Commitments, Guarantees and Contingencies, to the financial statements in this Quarterly Report on Form 10-Q.

Three Months Ended September 30,
Nine Months Ended September 30,
(in thousands)
2018
2017
2018
2017
Effect of changes to the mortgage repurchase liability recorded in gain on loan origination and sale activities:
New loan sales (1)
$
298

$
625

$
853

$
1,984

Other changes in estimated repurchase losses (2)
345

(963
)
395

(2,354
)
$
643

$
(338
)
$
1,248

$
(370
)
(1)
Represents the estimated fair value of the repurchase or indemnity obligation recognized as a reduction of proceeds on new loan sales.
(2)
Represents changes in estimated probable future repurchase losses on previously sold loans.
Loan servicing income consisted of the following.

Three Months Ended September 30,
Dollar
Change
Percent
Change
Nine Months Ended September 30,
Dollar
Change
Percent
Change
(in thousands)
2018
2017
2018
2017
Servicing income, net:
Servicing fees and other
$
15,046

$
16,480

$
(1,434
)
(9
)%
$
51,882

$
48,636

$
3,246

7
%
Changes in fair value of single family MSRs due to amortization (1)
(8,300
)
(9,167
)
867

(9
)
(26,570
)
(26,596
)
26

—

Amortization of multifamily and SBA MSRs
(1,034
)
(811
)
(223
)
27

(3,147
)
(2,503
)
(644
)
26

5,712

6,502

(790
)
(12
)
22,165

19,537

2,628

13

Risk management:
Changes in fair value of MSRs due to changes in model inputs and/or assumptions (2)
11,562

(1,027
)
12,589

NM

52,880

(3)
(5,312
)
58,192

NM

Net (loss) gain from derivatives economically hedging MSRs
(9,446
)
2,807

(12,253
)
(437
)
(52,611
)
12,060

(64,671
)
(536
)
2,116

1,780

336

19

269

6,748

(6,479
)
(96
)
Loan servicing income
$
7,828

$
8,282

$
(454
)
(5
)%
$
22,434

$
26,285

$
(3,851
)
(15
)%
NM = not meaningful
(1)
Represents changes due to collection/realization of expected cash flows and curtailments.
(2)
Principally reflects changes in market inputs, which include current market interest rates and prepayment model updates, both of which
affect future prepayment speed and cash flow projections.
(3)
Includes pre-tax income of $573 thousand , net of transaction costs and prepayment reserves, resulting from the sale of single family MSRs during the nine months ended September 30, 2018 .

The decrease in loan servicing income for the three months ended September 30, 2018 compared to the same period in 2017 was due to lower servicing fees. The lower servicing fees relate to lower average balances of loans serviced for others due to the sale of $4.90 billion in unpaid principal balance of mortgage servicing rights in the second quarter of 2018. The decrease in loan servicing income for the nine months ended September 30, 2018 compared to the same period in 2017 is primarily related lower risk management results. The lower risk management results are primarily due to a flatter interest rate curve resulting in a lower carry on hedges. Risk management results fluctuate as market conditions change, including changes in interest rates. Mortgage servicing fees collected in the three and nine months ended September 30, 2018 decreased compared to the same periods in 2017 primarily as a result of the sale of mortgage servicing rights. Our loans serviced for others portfolio was $21.33 billion at September 30, 2018 compared to $24.02 billion at December 31, 2017 and $23.18 billion at September 30, 2017 .

MSR risk management results represent changes in the fair value of single family MSRs due to changes in model inputs and assumptions net of the gain/(loss) from derivatives economically hedging MSRs. The fair value of MSRs is sensitive to changes

75

in interest rates, primarily due to the effect on prepayment speeds. MSRs typically increase in value when interest rates rise because rising interest rates tend to decrease mortgage prepayment speeds, and therefore increase the expected life of the net servicing cash flows of the MSR asset. Certain other changes in MSR fair value relate to factors other than interest rate changes and are generally not within the scope of the Company's MSR economic hedging strategy. These factors may include but are not limited to the impact of changes to the housing price index, prepayment model assumptions, the level of home sales activity, changes to mortgage spreads, valuation discount rates, costs to service and policy changes by U.S. government agencies.

Income from WMS Series LLC decreased in the three and nine months ended September 30, 2018 compared to the same periods in 2017 primarily due to a reduction in mortgage production primarily due to an increase in interest rates over the prior year. The reduction in mortgage production has also been compounded by a lack of housing inventory in many of the markets served by WMS further reducing the amount of purchase mortgages.

Depositor and other retail banking fees for the three and nine months ended September 30, 2018 increased from the three and nine months ended September 30, 2017 primarily due to an increase in the number of transaction accounts from which we generate fee income.

The following table presents the composition of depositor and other retail banking fees for the periods indicated.
Three Months Ended September 30,
Dollar
Change
Percent
Change
Nine Months Ended September 30,
Dollar
Change
Percent
Change
(in thousands)
2018
2017
2018
2017
Fees:
Monthly maintenance and deposit-related fees
$
873

$
781

$
92

12
%
$
2,471

$
2,241

$
230

10
%
Debit Card/ATM fees
1,094

995

99

10

3,260

2,905

355

12

Other fees
71

63

8

13

205

160

45

28

Total depositor and other retail banking fees
$
2,038

$
1,839

$
199

11
%
$
5,936

$
5,306

$
630

12
%

Noninterest Expense

Noninterest expense consisted of the following.
Three Months Ended September 30,
Dollar
Change
Percent
Change
Nine Months Ended September 30,
Dollar
Change
Percent
Change
(in thousands)
2018
2017
2018
2017
Noninterest expense
Salaries and related costs
$
60,335

$
75,374

$
(15,039
)
(20
)%
$
196,153

$
223,072

$
(26,919
)
(12
)%
General and administrative
14,009

16,147

(2,138
)
(13
)
43,300

49,147

(5,847
)
(12
)
Amortization of core deposit intangibles
406

470

(64
)
(14
)
1,219

1,477

(258
)
(17
)
Legal
1,111

352

759

216

2,680

662

2,018

305

Consulting
539

914

(375
)
(41
)
2,174

2,743

(569
)
(21
)
Federal Deposit Insurance Corporation assessments
942

791

151

19

2,950

2,312

638

28

Occupancy (1)
8,442

12,391

(3,949
)
(32
)
31,575

29,480

2,095

7

Information services
8,809

8,760

49

1

25,967

24,580

1,387

6

Net cost (benefit) of operation and sale of other real estate owned
2

(502
)
504

(100
)
(89
)
(658
)
569

(86
)
Total noninterest expense
$
94,595

$
114,697

$
(20,102
)
(18
)%
$
305,929

$
332,815

$
(26,886
)
(8
)%
(1)
Includes pre-tax charges (recoveries) related to the Mortgage Banking restructuring activity of approximately $508 thousand , $3.3 million , $6.7 million and $3.3 million for the three months ended September 30, 2018and 2017 and for the nine months ended September 30, 2018 and 2017, respectively.


76


The decreases in noninterest expense in the three and nine months ended September 30, 2018 compared to the same periods in 2017 were primarily due to decreased commissions on lower closed loan volume as well as other savings associated with reduced headcount, along with efficiencies in non-personnel costs in connection with our 2017 and 2018 cost saving initiatives. The decrease from the three months ended September 30, 2017 also relates to lower restructuring charges. The decrease from the nine months ended September 30, 2017 was partially offset by higher restructuring charges in the nine months ended September 30, 2018 compared to the same period in 2017.

Income Tax Expense

For the third quarter of 2018 , income tax expense was $2.6 million compared to income tax expense of $5.9 million for the third quarter of 2017 . For the nine months ended September 30, 2018 , income tax expense was $6.2 million compared with an expense of $15.1 million for the nine months ended September 30, 2017 .
Our effective income tax rate of 17.9% for the third quarter of 2018 differed from the Federal and state combined statutory tax rate of 23.5% primarily due to the impact of tax-exempt interest income. This was lower than our effective tax rate of 20.0% for the nine months ended September 30, 2018 , due to the impact from our Q1 2018 discrete item related to prior period state net operating losses.

The reduction in our effective tax rate from the third quarter of 2017 of 30% was primarily the result of the 2017 Tax Cuts and Jobs Act (“Tax Act”) passed in December 2017, which lowered the Federal statutory tax rate to 21%.


Review of Financial Condition – Comparison of September 30, 2018 to December 31, 2017

Total assets were $7.03 billion at September 30, 2018 compared to $6.74 billion at December 31, 2017 , an increase of $287.0 million , or 4% .

Cash and cash equivalents were $59.0 million at September 30, 2018 compared to $72.7 million at December 31, 2017 , a decrease of $13.7 million , or 19% .

Investment securities were $903.7 million at September 30, 2018 compared to $904.3 million at December 31, 2017 , a decrease of $619 thousand .

We primarily hold investment securities for liquidity purposes, while also creating a relatively stable source of interest income. We designate the vast majority of these securities as available for sale. We designated securities having a carrying value of $72.6 million at September 30, 2018 as held to maturity.

The following table details the composition of our investment securities available for sale by dollar amount and as a percentage of the total available for sale securities portfolio.
At September 30, 2018
At December 31, 2017
(in thousands)
Fair Value
Percent
Fair Value
Percent
Investment securities available for sale:
Mortgage-backed securities:
Residential
$
110,294

13
%
$
130,090

15
%
Commercial
34,299

4

23,694

3

Municipal bonds
372,582

45

388,452

46

Collateralized mortgage obligations:
Residential
159,295

19

160,424

19

Commercial
113,385

14

98,569

12

Corporate debt securities
21,260

3

24,737

3

U.S. Treasury securities
10,670

1

10,652

1

Agency debentures
9,317

1

9,650

1

Total investment securities available for sale
$
831,102

100
%
$
846,268

100
%

77

Loans held for sale were $404.4 million at September 30, 2018 compared to $610.9 million at December 31, 2017 , a decrease of $206.5 million , or 34% . Loans held for sale primarily include single family residential loans, typically sold within 30 days of closing the loan. The decrease in the loans held for sale balance was primarily due to a decline in mortgage volume.

The following table details the composition of our loans held for investment, net portfolio by dollar amount and as a percentage of our total loan portfolio.
At September 30, 2018
At December 31, 2017
(in thousands)
Amount
Percent
Amount
Percent
Consumer loans:
Single family (1)
$
1,418,140

28
%
$
1,381,366

30
%
Home equity and other
540,960

11

453,489

10

1,959,100

39

1,834,855

40

Commercial real estate loans:
Non-owner occupied commercial real estate
667,429

13

622,782

14

Multifamily
893,105

18

728,037

16

Construction/ land development
790,622

16

687,631

15

2,351,156

47

2,038,450

45

Commercial and industrial loans:
Owner occupied commercial real estate
420,724

8

391,613

9

Commercial business
314,852

6

264,709

6

735,576

14

656,322

15

Total loans before allowance, net deferred loan fees and costs
5,045,832

100
%
4,529,627

100
%
Net deferred loan fees and costs
20,907

14,686

5,066,739

4,544,313

Allowance for loan losses
(40,438
)
(37,847
)
$
5,026,301

$
4,506,466

(1)
Includes $4.1 million and $5.5 million at September 30, 2018 and December 31, 2017 , respectively, of loans where a fair value option election was made at the time of origination and, therefore, are carried at fair value with changes in value recognized in the consolidated statements of operations.

Loans held for investment, net increased $519.8 million , or 11.5% , from December 31, 2017 . During the quarter, new commitments totaled $725.4 million and included $231.5 million of consumer loans, $49.3 million of non-owner occupied commercial real estate loans, $136.8 million of multifamily permanent loans, $71.9 million of commercial and industrial loans and $235.9 million of construction loans. New commitments for construction loans include $145.2 million in residential construction, $71.0 million in single family custom home construction and $19.6 million in multifamily construction.

Mortgage servicing rights were $291.8 million at September 30, 2018 compared to $284.7 million at December 31, 2017 , an increase of $7.1 million , or 2.5% . During the second quarter of 2018, the company sold the rights to service approximately $4.90 billion of unpaid principal balance of our single family mortgage loans serviced for others.

Federal Home Loan Bank stock was $40.7 million at September 30, 2018 compared to $46.6 million at December 31, 2017 , a decrease of $5.9 million , or 12.7% . FHLB stock is carried at par value and can only be purchased or redeemed at par value in transactions between the FHLB and its member institutions. Cash dividends received on FHLB stock are reported in earnings.

Other assets were $184.1 million at September 30, 2018 , compared to $188.5 million at December 31, 2017 , a decrease of $4.4 million , or 2.3% .


78

Deposit balances were as follows for the periods indicated:

(in thousands)
At September 30, 2018
At December 31, 2017
Amount
Percent
Amount
Percent
Noninterest-bearing accounts - checking and savings
$
608,839

12
%
$
579,504

12
%
Interest-bearing transaction and savings deposits:
NOW accounts
442,158

9

461,349

10

Statement savings accounts due on demand
272,949

5

293,858

6

Money market accounts due on demand
1,907,782

37

1,834,154

39

Total interest-bearing transaction and savings deposits
2,622,889

51

2,589,361

55

Total transaction and savings deposits
3,231,728

63

3,168,865

67

Certificates of deposit
1,548,392

30

1,190,689

25

Noninterest-bearing accounts - other
374,922

7

401,398

8

Total deposits
$
5,155,042

100
%
$
4,760,952

100
%
Deposits at September 30, 2018 increased $394.1 million , or 8.3% , from December 31, 2017 . During the first nine months of 2018 , transaction and savings deposits increased by $62.9 million , or 2.0% , primarily from increases in business money market deposits and to a lesser extent by consumer money market deposits. The growth in business deposits is typically correlated with commercial lending activities and tracks the growth in commercial products such as commercial and industrial loans or CRE. The consumer deposit growth is more sensitive to interest rates and is driven by the rate increase initiatives undertaken by the Company to offer competitive deposit rates. The $357.7 million , or 30.0% , increase in certificates of deposit since December 31, 2017 was due primarily to a $414.2 million increase in brokered deposits relating primarily to favorable issuance costs for brokered CDs relative to other wholesale sources of funds. The $26.5 million , or 6.6% , decrease in deposits in other noninterest-bearing accounts was primarily associated with seasonal mortgage servicing activity. At September 30, 2018 , brokered deposits represented 14.7% of total deposits, as compared to 7.3% of total deposits at December 31, 2017 .

The aggregate amount of time deposits in denominations of more than $250 thousand at September 30, 2018 and December 31, 2017 was $85.2 million and $88.8 million , respectively. There were $759.7 million and $345.5 million of brokered deposits at September 30, 2018 and December 31, 2017 , respectively.

Federal Home Loan Bank advances were $816.6 million at September 30, 2018 compared to $979.2 million at December 31, 2017 . We use these borrowings primarily to fund single family loans held for sale and secondarily to fund our investment security activities. The reduction in advances was largely offset by an increase in lower cost brokered deposits.


Shareholders’ Equity

Shareholders' equity was $714.8 million at September 30, 2018 compared to $704.4 million at December 31, 2017 . This increase was primarily related to net income of $24.8 million and share-based compensation of $2.2 million recognized during the nine months ended September 30, 2018 , partially offset by other comprehensive loss of $17.0 million . Other comprehensive income (loss) represents unrealized gains and losses, net of tax in the valuation of our available for sale investment securities portfolio at September 30, 2018 .

Shareholders’ equity, on a per share basis, was $26.48 per share at September 30, 2018 , compared to $26.20 per share at December 31, 2017 .


79

Return on Equity and Assets

The following table presents certain information regarding our returns on average equity and average total assets.
At or For the Three Months Ended September 30,
At or For the Nine Months Ended September 30,
2018
2017
2018
2017
Return on assets (1)
0.66
%
0.83
%
0.47
%
0.70
%
Return on equity (2)
6.23
%
8.10
%
4.45
%
6.80
%
Equity to assets ratio (3)
10.68
%
10.20
%
10.64
%
10.28
%
(1)
Net income divided by average total assets.
(2)
Net earnings available to common shareholders divided by average common shareholders’ equity.
(3)
Average equity divided by average total assets.

Business Segments

Our business segments are determined based on the products and services provided, as well as the nature of the related business activities and reflect the manner in which financial information is currently evaluated by management.

This process is based on management's view of the Company's operations and is not necessarily comparable with similar information for other financial institutions. We define our business segments by product type and customer segment. If the management structure or the allocation process changes, allocations, transfers and assignments may change.

Commercial and Consumer Banking Segment

Commercial and Consumer Banking provides diversified financial products and services to our commercial and consumer customers through bank branches, ATMs, and online, mobile and telephone banking. These products and services include deposit products; residential, consumer, business and agricultural portfolio loans; non-deposit investment products; insurance products; and cash management services. We originate construction loans, bridge loans and permanent loans for our portfolio primarily on single family residences, and on office, retail, industrial and multifamily properties. We originate multifamily real estate loans through our Fannie Mae DUS ® business, and after origination those loans are sold to or securitized by Fannie Mae, with the Company generally retaining the servicing rights. In addition, through the HomeStreet Commercial Capital division of HomeStreet Bank, we originate permanent commercial real estate loans primarily up to $15 million in size, a portion of which we intend to pool and sell into the secondary market. As a part of the Commercial Lending division, we also have a team that specializes in U.S. Small Business Administration ("SBA") lending. At September 30, 2018 , our retail deposit branch network consists of 60 branches in the Pacific Northwest, California and Hawaii. At September 30, 2018 and December 31, 2017 , our transaction and savings deposits totaled $3.23 billion and $3.17 billion , respectively, and our loan portfolio totaled $5.03 billion and $4.51 billion , respectively. This segment also reflects the results for the management of the Company's portfolio of investment securities.


80

Commercial and Consumer Banking segment results are detailed below.
Three Months Ended September 30,
Dollar
Change
Percent
Change
Nine Months Ended September 30,
Dollar
Change
Percent
Change
(in thousands)
2018
2017
2018
2017
Net interest income
$
47,861

$
45,314

$
2,547

6
%
$
141,054

$
128,666

$
12,388

10
%
Provision for credit losses
750

250

500

200

2,500

750

1,750

233

Noninterest income
10,651

11,962

(1,311
)
(11
)
26,151

29,663

(3,512
)
(12
)
Noninterest expense
37,813

37,160

653

2

115,369

110,261

5,108

5

Income before income tax expense
19,949

19,866

83

—

49,336

47,318

2,018

4

Income tax expense
3,382

5,904

(2,522
)
(43
)
10,662

14,618

(3,956
)
(27
)
Net income
$
16,567

$
13,962

$
2,605

19
%
$
38,674

$
32,700

$
5,974

18
%
Total assets
$
6,387,122

$
5,763,836

$
623,286

11
%
$
6,387,122

$
5,763,836

$
623,286

11
%
Efficiency ratio (1)
64.62
%
64.88
%
69.00
%
69.64
%
Full-time equivalent employees (ending)
930

977

930

977

Production volumes for sale to the secondary market:
Loan originations
Multifamily DUS ® (2)
$
62,717

$
109,994

$
(47,277
)
(43
)%
$
156,220

$
225,889

$
(69,669
)
(31
)%
SBA
9,560

18,734

(9,174
)
(49
)%
18,503

31,658

(13,155
)
(42
)%
Loans sold
Multifamily DUS ® (2)
$
93,281

$
102,075

$
(8,794
)
(9
)%
$
180,878

$
214,236

$
(33,358
)
(16
)%
SBA
3,025

11,318

(8,293
)
(73
)%
10,339

22,485

(12,146
)
(54
)%
CRE Non-DUS (3)
61,562

114,175

(52,613
)
(46
)%
176,212

140,889

35,323

25
%
Single Family (3)
34,520

—

34,520

NM

173,123

—

173,123

NM

Net gain on loan origination and sale activities:








Multifamily DUS ®(2)
3,104

4,152

(1,048
)
(25
)%
5,863

8,785

(2,922
)
(33
)%
SBA
99

1,056

(957
)
(91
)%
696

1,974

(1,278
)
(65
)%
CRE Non-DUS (3)
990

1,789

(799
)
(45
)%
1,790

1,932

(142
)
(7
)%
Single Family (3)
(43
)
—

(43
)
NM

(132
)
—

(132
)
NM

$
4,150

$
6,997

$
(2,847
)
(41
)%
$
8,217


$
12,691


$
(4,474
)
(35
)%
NM = not meaningful
(1) Noninterest expense divided by total net revenue (net interest income and noninterest income).
(2) Fannie Mae Multifamily Delegated Underwriting and Servicing Program (“DUS" ® ) is a registered trademark of Fannie Mae.
(3) Loans originated as held for investment.


Commercial and Consumer Banking net income increased for the three and nine months ended September 30, 2018 compared to the same periods in 2017 primarily due to an increase in net interest income from higher loans held for investment average balances and a reduction in our effective tax rate, partially offset by higher cost of funds.

The segment recorded a $750 thousand and $2.5 million provision for credit losses in the three and nine months ended September 30, 2018 , respectively, compared to a $250 thousand and $750 thousand provision for credit losses in the three and nine months ended September 30, 2017 . The increase from the three months ended September 30, 2017 was primarily due to lower net recoveries in the quarter compared to the same period in 2017 . The increase from nine months ended September 30, 2017 was primarily due to lower net recoveries in the nine months ended September 30, 2018 compared to the nine months ended September 30, 2017 .


81

Noninterest income decreased for the three months ended September 30, 2018 compared to the same period in 2017 primarily due to a decrease in commercial real estate loan sales volume. Noninterest income decreased for the nine months ended September 30, 2018 compared to the same period in 2017 primarily due to a decrease in both Multifamily DUS and SBA loan sales volume.

Noninterest expense increased in the three and nine months ended September 30, 2018 compared to the same periods in 2017 primarily due to the cost of system and technology investments to support our investment in infrastructure. In the first nine months of 2018 , we added four de novo retail deposit branches. The segment's headcount decreased by 4.8% from September 30, 2017 in part due to our continued effort to improve the efficiency of our corporate support functions.


Commercial and Consumer Banking segment loans serviced for others consisted of the following.
At September 30,
2018
At December 31,
2017
(in thousands)
Commercial
Multifamily DUS ®
$
1,442,727

$
1,311,399

Other
83,308

79,797

Total commercial loans serviced for others
$
1,526,035

$
1,391,196



Commercial and Consumer Banking segment servicing income consisted of the following.
Three Months Ended September 30,
Dollar
Change
Percent
Change
Nine Months Ended September 30,
Dollar
Change
Percent
Change
(in thousands)
2018
2017
2018
2017
Servicing income, net:
Servicing fees and other
$
1,988

$
1,690

$
298

18
%
$
5,946

$
5,182

$
764

15
%
Amortization of multifamily and SBA MSRs
(1,034
)
(811
)
(223
)
(27
)
(3,147
)
(2,503
)
(644
)
(26
)
Commercial mortgage servicing income
$
954

$
879

$
75

9
%
$
2,799

$
2,679

$
120

4
%



Mortgage Banking Segment

Mortgage Banking originates single family residential mortgage loans primarily for sale in the secondary markets and performs mortgage servicing on a substantial portion of such loans. Additionally, we purchase loans from WMS Series LLC through a correspondent arrangement with that company. The majority of our mortgage loans are sold to or securitized by Fannie Mae, Freddie Mac or Ginnie Mae, while we retain the right to service these loans. We have become a rated originator and servicer of jumbo loans, allowing us to sell these loans to other securitizers. We also sell loans on a servicing-released and servicing-retained basis to securitizers and correspondent lenders. A small percentage of our loans are brokered to other lenders. On occasion, we may sell a portion of our MSR portfolio. We manage the loan funding and the interest rate risk associated with the secondary market loan sales and the retained single family MSRs within this business segment.


82

Mortgage Banking segment results are detailed below.

Three Months Ended September 30,
Dollar
Change
Percent
Change
Nine Months Ended September 30,
Dollar
Change
Percent
Change
(in thousands)
2018
2017
2018
2017
Net interest income
$
3,783

$
5,526

$
(1,743
)
(32
)%
$
10,053

$
14,693

$
(4,640
)
(32
)%
Noninterest income
47,457

71,922

(24,465
)
(34
)
162,177

209,690

(47,513
)
(23
)
Noninterest expense
56,782

77,537

(20,755
)
(27
)
190,560

222,554

(31,994
)
(14
)
(Loss) income before income taxes
(5,542
)
(89
)
(5,453
)
6,127

(18,330
)
1,829

(20,159
)
(1,102
)
Income tax (benefit) expense
(810
)
34

(844
)
(2,482
)
(4,456
)
498

(4,954
)
(995
)
Net (loss) income
$
(4,732
)
$
(123
)
$
(4,609
)
3,747
%
$
(13,874
)
$
1,331

$
(15,205
)
(1,142
)%
Total assets
$
641,960

$
1,032,510

$
(390,550
)
(38
)%
$
641,960

$
1,032,510

$
(390,550
)
(38
)%
Efficiency ratio (1)
110.82
%
100.11
%
110.64
%
99.18
%


Full-time equivalent employees (ending)
1,123

1,486

1,123

1,486



Production volumes for sale to the secondary market:


Single family mortgage interest rate lock commitments
$
1,283,028

$
1,872,645

$
(589,617
)
(31
)%
$
4,534,751

$
5,445,694

$
(910,943
)
(17
)%
Single family mortgage closed loan volume (2)(3)
$
1,535,032

$
2,034,715

$
(499,683
)
(25
)%
$
4,727,317

$
5,666,895

$
(939,578
)
(17
)%
Single family mortgage loans sold (3)
$
1,724,697

$
1,956,129

$
(231,432
)
(12
)%
$
5,043,769

$
5,504,366

$
(460,597
)
(8
)%
(1)
Noninterest expense divided by total net revenue (net interest income and noninterest income).
(2)
Includes loans originated by WMS Series LLC and purchased by HomeStreet Bank and brokered loans where HomeStreet receives fee income but does not fund the loan on its balance sheet or sell it into the secondary market.
(3)
Represents single family mortgage production volume designated for sale to the secondary market during each respective period.

Mortgage Banking earnings decreased for the three and nine months ended September 30, 2018 compared to the same periods in 2017 primarily due to lower mortgage production and a lack of housing inventory in many of our primary markets further reducing the amount of purchase mortgages. In addition, increased competitive market pressures on pricing resulted in a reduction in gain on sale margins. These decreases were partially offset by decreased commission costs on lower closed loan volume and lower salary and related costs associated with headcount reductions from our 2017 and 2018 restructuring events. The decrease from the three months ended September 30, 2017 was also due to the imbalance of closed loan volume relative to interest rate lock volume due to the reduction of production personnel resulting from our restructuring activities.

Mortgage Banking gain on sale to the secondary market is detailed in the following table.
Three Months Ended September 30,
Dollar
Change
Percent
Change
Nine Months Ended September 30,
Dollar
Change
Percent
Change
(in thousands)
2018
2017
2018
2017
Single family: (1)
Servicing value and secondary market gains (2)
$
34,945

$
56,657

$
(21,712
)
(38
)%
$
124,554

$
164,548

$
(39,994
)
(24
)%
Loan origination fees
5,433

7,356

(1,923
)
(26
)
17,036

19,960

(2,924
)
(15
)
Total mortgage banking gain on loan origination and sale activities (1)
$
40,378

$
64,013

$
(23,635
)
(37
)%
$
141,590

$
184,508

$
(42,918
)
(23
)%
(1)
Excludes inter-segment activities.
(2)
Comprised of gains and losses on interest rate lock commitments (which considers the value of servicing), single family loans held for sale, forward sale commitments used to economically hedge secondary market activities, and the estimated fair value of the repurchase or indemnity obligation recognized on new loan sales.

The decreases in gain on loan origination and sale activities for the three and nine months ended September 30, 2018 compared to the three and nine months ended September 30, 2017 were primarily the result of a 31.5% and 16.7% ,

83

respectively, decrease in interest rate lock commitments, relating to the cyclical decline in mortgage originations and our reduction of production personnel, as well as increased industry-wide competition which has reduced our profits on gain on sale. The decrease in the nine months ended September 30, 2018 also reflects the impact of higher interest rates, which reduced the volume of refinance activity in the periods presented.

Mortgage Banking servicing income consisted of the following.
Three Months Ended September 30,
Dollar
Change
Percent
Change
Nine Months Ended September 30,
Dollar
Change
Percent
Change
(in thousands)
2018
2017
2018
2017
Servicing income, net:
Servicing fees and other
$
13,058

$
14,790

$
(1,732
)
(12
)%
$
45,936

$
43,454

$
2,482

6
%
Changes in fair value of MSRs due to amortization (1)
(8,300
)
(9,167
)
867

9

(26,570
)
(26,596
)
26

NM

4,758

5,623

(865
)
(15
)
19,366

16,858

2,508

15

Risk management:
Changes in fair value of MSRs due to changes in market inputs and/or model updates (2)
11,562

(1,027
)
12,589

1,226

52,880

(3
)
(5,312
)
58,192

NM

Net (loss) gain from derivatives economically hedging MSRs
(9,446
)
2,807

(12,253
)
(437
)
(52,611
)
12,060

(64,671
)
(536
)
2,116

1,780

336

19

269

6,748

(6,479
)
(96
)
Mortgage Banking servicing income
$
6,874

$
7,403

$
(529
)
(7
)%
$
19,635

$
23,606

$
(3,971
)
(17
)%
NM = not meaningful
(1)
Represents changes due to collection/realization of expected cash flows and curtailments.
(2)
Principally reflects changes in model assumptions, including prepayment speed assumptions, which are primarily affected by changes in mortgage interest rates.
(3)
Included pre-tax income of $573 thousand , net of transaction costs and prepayment reserves, resulting from the second quarter 2018 sale of single family MSRs.

The decrease in Mortgage Banking servicing income in the three months ended September 30, 2018 compared to the same period in 2017 was primarily attributable to lower servicing fees, partially offset by higher risk management results. The lower servicing fees are attributable to lower average balances of loans serviced for others due to the sale of $4.90 billion in unpaid principal balance of mortgage servicing rights in the second quarter of 2018. The decrease in Mortgage Banking servicing income in the nine months ended September 30, 2018 compared to the same period in 2017 was primarily attributable to lower risk management results, partially offset by higher loan servicing fees. Risk management results fluctuate as market conditions change, including changes in interest rates. Single family mortgage servicing fees collected increased for the nine months ended September 30, 2018 compared to the same period in 2017 , primarily due to higher average balances in our loans serviced for others portfolio.

Single family loans serviced for others consisted of the following.
(in thousands)
At September 30,
2018
At December 31,
2017
Single family
U.S. government and agency
$
19,211,119

$
22,123,710

Other
593,144

507,437

Total single family loans serviced for others
$
19,804,263

$
22,631,147

Mortgage Banking noninterest expense for the three and nine months ended September 30, 2018 decreased compared to the same periods in 2017 , primarily due to decreased commissions costs on lower closed loan volumes and lower operating expenses due to our 2017 and 2018 cost saving initiatives.


84



Off-Balance Sheet Arrangements

In the normal course of business, we are a party to financial instruments that carry off-balance sheet risk. These financial instruments (which include commitments to originate loans and commitments to purchase loans) include potential credit risk in excess of the amount recognized in the accompanying consolidated financial statements. These transactions are designed to (1) meet the financial needs of our customers, (2) manage our credit, market or liquidity risks, (3) diversify our funding sources and/or (4) optimize capital.

For more information on off-balance sheet arrangements, including derivative counterparty credit risk, see the Off-Balance Sheet Arrangements and Commitments, Guarantees and Contingencies discussions within Part II, Item 7- Management's Discussion and Analysis of Financial Condition and Results of Operations in our 2017 Annual Report on Form 10-K, as well as Note 13, Commitments , Guarantees and Contingencies in our 2017 Annual Report on Form 10-K and Note 7, Commitments, Guarantees and Contingencies in this Quarterly Report on Form 10-Q.

Enterprise Risk Management

Like many financial institutions, we manage and control a variety of business and financial risks that can significantly affect our financial performance. Among these risks are credit risk; market risk, which includes interest rate risk and price risk; liquidity risk; and operational risk. We are also subject to risks associated with compliance/legal, strategic and reputational matters.
For more information on how we manage these business, financial and other risks, see the discussion in "Enterprise Risk Management" within Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations in our 2017 Annual Report on Form 10-K.
Credit Risk Management

The following discussion highlights developments since December 31, 2017 and should be read in conjunction with the "Credit Risk Management" within Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations in our 2017 Annual Report on Form 10-K.

Asset Quality and Nonperforming Assets

As credit quality remained strong, nonperforming assets decreased to $10.4 million , or 0.15% of total assets at September 30, 2018 , compared to $15.7 million , or 0.23% of total assets at December 31, 2017 . Nonaccrual loans of $9.6 million , or 0.19% of total loans at September 30, 2018 , decreased $5.4 million , or 36% , from $15.0 million , or 0.33% of total loans at December 31, 2017 . Delinquency rates (both including and excluding FHA/VA insured and guaranteed portion of SBA loans) also improved in part as a result of the decrease in nonperforming loans compared to prior periods. Net recoveries for the three months ended September 30, 2018 were $122 thousand and net recoveries for the nine months ended September 30, 2018 were $238 thousand , compared to net recoveries of $475 thousand and $2.2 million for the three and nine months ended September 30, 2017 , respectively.

At September 30, 2018 , our loans held for investment portfolio, net of the allowance for loan losses, was $5.03 billion , an increase of $519.8 million from December 31, 2017 . The allowance for loan losses was $40.4 million , or 0.80% of loans held for investment, compared to $37.8 million , or 0.83% of loans held for investment at December 31, 2017 .

We recorded a provision for credit losses of $750 thousand and $2.5 million for the three and nine months ended September 30, 2018 , respectively, compared to a provision for credit loss of $250 thousand and $750 thousand for the three and nine months ended September 30, 2017 , respectively. Management considers the current level of the allowance for loan losses to be appropriate to cover estimated losses inherent within our loans held for investment portfolio.

For information regarding the activity on our allowance for credit losses, which includes the reserves for unfunded commitments, and the amounts that were collectively and individually evaluated for impairment, see Part I, Item 1 Notes to Interim Consolidated Financial Statements—Note 3, Loans and Credit Quality, of this Quarterly Report on Form 10-Q.

The allowance for credit losses represents management’s estimate of the incurred credit losses inherent within our loan portfolio. For further discussion related to credit policies and estimates see "Critical Accounting Policies and Estimates — Allowance for Loan Losses" within Part II, Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations in our 2017 Annual Report on Form 10-K.

85


The following tables present the recorded investment, unpaid principal balance and related allowance for impaired loans, broken down by those with and those without a specific reserve.
At September 30, 2018
(in thousands)
Recorded
Investment
Unpaid Principal
Balance (2)
Related
Allowance
Impaired loans:
Loans with no related allowance recorded
$
69,111

$
70,881

$
—

Loans with an allowance recorded
2,290

3,048

314

Total
$
71,401

(1)
$
73,929

$
314

At December 31, 2017
(in thousands)
Recorded
Investment
Unpaid Principal
Balance (2)
Related
Allowance
Impaired loans:
Loans with no related allowance recorded
$
78,696

(3)
$
80,904

$
—

Loans with an allowance recorded
5,150

5,288

289

Total
$
83,846

(1)
$
86,192

$
289

(1)
Includes $64.2 million and $69.6 million in single family performing troubled debt restructurings ("TDRs") at September 30, 2018 and December 31, 2017 , respectively.
(2)
Unpaid principal balance does not include partial charge-offs, purchase discounts and premiums or nonaccrual interest paid. Related allowance is calculated on net book balances not unpaid principal balances.
(3)
Includes $231 thousand of fair value option loans.

The Company had 334 impaired loan relationships totaling $71.4 million at September 30, 2018 and 335 impaired loan relationships totaling $83.8 million at December 31, 2017 . Included in the total impaired loan amounts were 303 single family TDR loan relationships totaling $66.0 million at September 30, 2018 and 297 single family TDR loan relationships totaling $72.0 million at December 31, 2017 . At September 30, 2018 , there were 297 single family impaired loan relationships totaling $64.2 million that were performing per their current contractual terms. Additionally, the impaired loan balance, at September 30, 2018 , included $49.3 million of loans insured by the FHA or guaranteed by the VA. The average recorded investment in these loans for the three and nine months ended September 30, 2018 was $72.5 million and $76.5 million , respectively, compared to $90.1 million and $91.5 million for the three and nine months ended September 30, 2017 , respectively. Impaired loans of $2.3 million and $5.2 million had a valuation allowance of $314 thousand and $289 thousand at September 30, 2018 and December 31, 2017 , respectively.

The allowance for credit losses represents management’s estimate of the incurred credit losses inherent within our loan
portfolio. For further discussion related to credit policies and estimates see "Critical Accounting Policies and Estimates —
Allowance for Loan Losses" within Part II, Item 7- Management's Discussion and Analysis of Financial Condition and Results of Operations in our 2017 Annual Report on Form 10-K.


86

The following table presents the allowance for credit losses, including reserves for unfunded commitments, by loan class.

At September 30, 2018
At December 31, 2017
(in thousands)
Amount
Percent of
Allowance
to Total
Allowance
Loan
Category
as a % of
Total Loans (1)
Amount
Percent of
Allowance
to Total
Allowance
Loan
Category
as a % of
Total Loans (1)
Consumer loans
Single family
$
8,507

20.3
%
28.0
%
$
9,412

24.1
%
30.4
%
Home equity and other
7,546

18.0

10.7

7,081

18.1

10.0

16,053

38.3

38.7

16,493

42.2

40.4

Commercial real estate loans
Non-owner occupied commercial real estate
5,013

12.0

13.2

4,755

12.1

13.8

Multifamily
5,625

13.4

17.7

3,895

10.0

16.1

Construction/land development
9,281

22.2

15.7

8,677

22.2

15.2

19,919

47.6

46.6

17,327

44.3

45.1

Commercial and industrial loans
Owner occupied commercial real estate
3,143

7.5

8.4

2,960

7.5

8.7

Commercial business
2,739

6.6

6.3

2,336

6.0

5.9

5,882

14.1

14.7

5,296

13.5

14.5

Total allowance for credit losses
$
41,854

100.0
%
100.0
%
$
39,116

100.0
%
100.0
%
(1)
Excludes loans held for investment balances that are carried at fair value.


The following tables present the composition of TDRs by accrual and nonaccrual status.
At September 30, 2018
(in thousands)
Accrual
Nonaccrual
Total
Consumer
Single family (1)
$
64,194

$
1,768

$
65,962

Home equity and other
1,252

—

1,252

65,446

1,768

67,214

Commercial real estate loans
Multifamily
495

—

495

Construction/land development
690

—

690

1,185

—

1,185

Commercial and industrial loans
Owner occupied commercial real estate
855

—

855

Commercial business
114

230

344

969

230

1,199

$
67,600

$
1,998

$
69,598

(1)
Includes loan balances insured by the FHA or guaranteed by the VA of $49.3 million at September 30, 2018 .


87

At December 31, 2017
(in thousands)
Accrual
Nonaccrual
Total
Consumer
Single family (1)
$
69,555

$
2,451

$
72,006

Home equity and other
1,254

36

1,290

70,809

2,487

73,296

Commercial real estate loans
Multifamily
507

—

507

Construction/land development
454

—

454

961

—

961

Commercial and industrial loans
Owner occupied commercial real estate
876

—

876

Commercial business
377

62

439

1,253

62

1,315

$
73,023

$
2,549

$
75,572

(1)
Includes loan balances insured by the FHA or guaranteed by the VA of $46.7 million at December 31, 2017 .

The Company had 320 loan relationships classified as TDRs totaling $69.6 million at September 30, 2018 with no related unfunded commitments. The Company had 316 loan relationships classified as TDRs totaling $75.6 million at December 31, 2017 with no related unfunded commitments. TDR loans within the loans held for investment portfolio and the related reserves are included in the impaired loan tables above.

Delinquent loans and other real estate owned by loan type consisted of the following.
At September 30, 2018
(in thousands)
30-59 Days
Past Due
60-89 Days
Past Due
Nonaccrual
90 Days or
More Past Due and Accruing
Total
Past Due
Loans
Other
Real Estate
Owned
Consumer loans
Single family
$
9,155

$
6,919

$
6,836

$
39,161

(1)
$
62,071

$
751

Home equity and other
494

90

1,160

—

1,744

—

9,649

7,009

7,996

39,161

63,815

751

Commercial real estate loans
Construction/land development
—

—

74

—

74

—

—

—

74

—

74

—

Commercial and industrial loans
Owner-occupied commercial real estate
—

—

384

—

384

—

Commercial business
—

—

1,184

—

1,184

—

—

—

1,568

—

1,568

—

Total
$
9,649

$
7,009

$
9,638

$
39,161

$
65,457

$
751

(1)
FHA-insured and VA-guaranteed single family loans that are 90 days or more past due are maintained on accrual status if they are determined to have little to no risk of loss. At September 30, 2018 , these past due loans totaled $39.2 million .


88

At December 31, 2017
(in thousands)
30-59 Days
Past Due
60-89 Days
Past Due
Nonaccrual
90 Days or
More Past Due and Accruing
Total
Past Due
Loans
Other
Real Estate
Owned
Consumer loans
Single family
$
10,493

$
4,437

$
11,091

$
37,171

(1)
$
63,192

$
664

Home equity and other
750

20

1,404

—

2,174

—

11,243

4,457

12,495

37,171

65,366

664

Commercial real estate loans
Multifamily
—

—

302

—

302

—

Construction/land development
641

—

78

—

719

—

641

—

380

—

1,021

—

Commercial and industrial loans
Owner occupied commercial real estate
—

—

640

—

640

—

Commercial business
377

—

1,526

—

1,903

—

377

—

2,166

—

2,543

—

Total
$
12,261

$
4,457

$
15,041

$
37,171

$
68,930

$
664

(1)
FHA-insured and VA-guaranteed single family loans that are 90 days or more past due are maintained on accrual status if they are determined to have little to no risk of loss. At December 31, 2017, these past due loans totaled $37.2 million .

Loan Underwriting Standards

Our underwriting standards for single family and home equity loans require evaluating and understanding a borrower’s credit, collateral and ability to repay the loan. Credit is determined based on how well a borrower manages their current and prior debts, documented by a credit report that provides credit scores and the borrower’s current and past information about their credit history. Collateral is based on the type and use of property, occupancy and market value, largely determined by property appraisals or evaluations in accordance with our appraisal policy. A borrower's ability to repay the loan is based on several factors, including employment, income, current debt, assets and level of equity in the property. We also consider loan-to-property value and debt-to-income ratios, amount of liquid financial reserves, loan amount and lien position in assessing whether to originate a loan. Single family and home equity borrowers are particularly susceptible to downturns in economic trends that negatively affect housing prices and demand, and levels of unemployment.

For commercial, multifamily and construction loans, we consider the same factors with regard to the borrower and the guarantors. In addition, we evaluate liquidity, net worth, leverage, other outstanding indebtedness of the borrower, an analysis of cash expected to flow through the borrower (including the outflow to other lenders) and prior experience with the borrower. We use this information to assess financial capacity, profitability and experience. Ultimate repayment of these loans is sensitive to interest rate changes, general economic conditions, liquidity and availability of long-term financing.

Additional considerations for commercial permanent loans secured by real estate:

Our underwriting standards for commercial permanent loans generally require that the loan-to-value ratio for these loans not exceed 75% of appraised value or discounted cash flow value, as appropriate, and that commercial properties attain debt coverage ratios (net operating income divided by annual debt servicing) of 1.25 or better.

Our underwriting standards for multifamily residential permanent loans generally require that the loan-to-value ratio for these loans not exceed 80% of appraised value, cost, or discounted cash flow value, as appropriate, and that multifamily residential properties attain debt coverage ratios of 1.15 or better. However, underwriting standards can be influenced by competition and other factors. We endeavor to maintain the highest practical underwriting standards while balancing the need to remain competitive in our lending practices.

Additional considerations for commercial construction loans secured by real estate:

We originate a variety of real estate construction loans. Underwriting guidelines for these loans vary by loan type but include loan-to-value limits, term limits, loan advance limits and pre-leasing requirements, as applicable.

89


Our underwriting guidelines for commercial real estate construction loans generally require that the loan-to-value ratio not exceed 75% and stabilized debt coverage ratios of 1.25 or better.

Our underwriting guidelines for multifamily residential construction loans generally require that the loan-to-value ratio not exceed 80% and stabilized debt coverage ratios of 1.20 or better.

Our underwriting guidelines for single family residential construction loans to builders generally require that the loan-to-value ratio not exceed 85%.

As noted above, underwriting standards can be influenced by competition and other factors. However, we endeavor to maintain the highest practical underwriting standards while balancing the need to remain competitive in our lending practices.

Liquidity and Capital Resources

Liquidity risk management is primarily intended to ensure we are able to maintain sources of cash to adequately fund operations and meet our obligations, including demands from depositors, draws on lines of credit and paying any creditors, on a timely and cost-effective basis, in various market conditions. Our liquidity profile is influenced by changes in market conditions, the composition of the balance sheet and risk tolerance levels. HomeStreet, Inc., HSC and the Bank have established liquidity guidelines and operating plans that detail the sources and uses of cash and liquidity.

HomeStreet, Inc., HSC and the Bank have different funding needs and sources of liquidity and separate regulatory capital requirements.

HomeStreet, Inc.

The main source of liquidity for HomeStreet, Inc. is proceeds from dividends from the Bank and HSC. HomeStreet, Inc. has raised capital through the issuance of common stock, senior debt and trust preferred securities. Additionally, we also have an available line of credit from which we can borrow up to $30.0 million. At September 30, 2018 , we did not have an outstanding balance on this line of credit.

Historically, the main cash outflows have been distributions to shareholders, interest and principal payments to creditors and payments of operating expenses. HomeStreet, Inc.’s ability to pay dividends to shareholders depends substantially on dividends received from the Bank. We do not currently pay a dividend, and our most recent special dividend to shareholders was declared during the first quarter of 2014. We are generally deploying our capital toward strategic growth, and at this time our Board of Directors has not authorized the payment of a dividend.

HomeStreet Capital Corporation

HSC generates cash flow from its servicing fee income on the DUS ® portfolio, net of its costs to service the DUS ® portfolio. HSC also uses cash from these sources to pay costs related to purchases of servicing rights on new production from the Bank. Minimum liquidity and reporting requirements for DUS ® lenders such as HSC are set by Fannie Mae. HSC's liquidity management therefore consists of meeting Fannie Mae requirements and its own operational requirements.

HomeStreet Bank

The Bank’s primary sources of funds include deposits, advances from the FHLBs, repayments and prepayments of loans, proceeds from the sale of loans and investment securities, interest from our loans and investment securities and capital contributions from HomeStreet, Inc. We have also raised short-term funds through the sale of securities under agreements to repurchase and federal funds purchased. While scheduled principal repayments on loans are a relatively predictable source of funds, deposit inflows and outflows and loan prepayments are greatly influenced by interest rates, economic conditions and competition. The Bank uses the primary liquidity ratio as a measure of liquidity. The primary liquidity ratio is defined as net cash, short-term investments and other marketable assets as a percent of net deposits and short-term borrowings. At September 30, 2018 , our primary liquidity ratio was 19.5% compared to 18.1% at December 31, 2017 .

At September 30, 2018 and December 31, 2017 , the Bank had available borrowing capacity of $369.4 million and $579.2 million , respectively, from the FHLB, and $302.2 million and $331.5 million , respectively, from the Federal Reserve Bank of San Francisco.

90

Cash Flows

For the nine months ended September 30, 2018 , cash, cash equivalents and restricted cash decreased by $14.3 million compared to an increase of $1.1 million for the nine months ended September 30, 2017 . The following discussion highlights the major activities and transactions that affected our cash flows during these periods.

Cash flows from operating activities

The Company's operating assets and liabilities are used to support our lending activities, including the origination and sale of mortgage loans. For the nine months ended September 30, 2018 , net cash of $228.8 million was provided by operating activities, primarily from proceeds from the sale of loans held for sale, partially offset by the net fair value adjustment and gain on sale of loans held for sale. We believe that cash flows from operations, available cash balances and our ability to generate cash through short-term debt are sufficient to fund our operating liquidity needs. For the nine months ended September 30, 2017 , net cash of $31.4 million was used in operating activities, as our net income was less than the net fair value adjustment and gain on sale of loans held for sale partially offset by proceeds from the sale of loans held for sale.

Cash flows from investing activities

The Company's investing activities primarily include available-for-sale securities and loans originated as held for investment. For the nine months ended September 30, 2018 , net cash of $535.5 million was used in investing activities, primarily due to $887.4 million of cash used for the origination of portfolio loans net of principal repayments, $147.1 million of cash used for the purchase of investment securities, and $7.1 million used for the purchase of property and equipment, partially offset by $319.0 million from proceeds of loans originated as held for investment, $65.3 million in proceeds from the sale of mortgage servicing rights, $82.4 million from principal repayments and maturities of investment securities and $38.5 million proceeds from the sale of investment securities. For the nine months ended September 30, 2017 , net cash of $441.7 million was used in investing activities, primarily due to $695.2 million of cash used for the origination of portfolio loans net of principal repayments, $296.8 million of cash used for the purchase of investment securities, and $35.8 million used for the purchase of property and equipment, partially offset by $342.5 million proceeds from the sale of investment securities, $140.6 million proceeds from sale of loans originated as held for investment and $81.2 million from principal repayments and maturities of investment securities.

Cash flows from financing activities

The Company's financing activities are primarily related to customer deposits and net proceeds from FHLB advances. For the nine months ended September 30, 2018 , net cash of $292.4 million was provided by financing activities, primarily due to $393.9 million of organic growth in deposits, partially offset by $162.5 million net proceeds from FHLB advances. For the nine months ended September 30, 2017 , net cash of $474.2 million was provided by financing activities, primarily due to $267.0 million net proceeds from FHLB advances and $219.3 million organic growth in deposits.

Capital Management

In July 2013, federal banking regulators (including the Federal Deposit Insurance Corporation ("FDIC") and the Federal Reserve Board ("FRB") adopted new capital rules (as used in this section, the “Rules”). The Rules apply to both depository institutions (such as the Bank) and their holding companies (such as the Company). The Rules reflect, in part, certain standards initially adopted by the Basel Committee on Banking Supervision in December 2010 (which standards are commonly referred to as “Basel III”) as well as requirements enacted by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"). Since 2015, the Rules have applied to both the Company and the Bank.
The Rules recognize three components, or tiers, of capital: common equity Tier 1 capital, additional Tier 1 capital and Tier 2 capital. Common equity Tier 1 capital generally consists of retained earnings and common stock instruments (subject to certain adjustments), as well as accumulated other comprehensive income (“AOCI”), except to the extent that the Company and the Bank exercise a one-time irrevocable option to exclude certain components of AOCI. Both the Company and the Bank elected this one time option in 2015 to exclude certain components of AOCI. Additional Tier 1 capital generally includes non-cumulative preferred stock and related surplus, subject to certain adjustments and limitations. Tier 2 capital generally includes certain capital instruments (such as subordinated debt) and portions of the amounts of the allowance for loan and lease losses, subject to certain requirements and deductions. The term “Tier 1 capital” means common equity Tier 1 capital plus additional Tier 1 capital, and the term “total capital” means Tier 1 capital plus Tier 2 capital.

91

The Rules generally measure an institution’s capital using four capital measures or ratios. The leverage ratio is the ratio of the institution’s Tier 1 capital to its average total consolidated assets. The common equity Tier 1 capital ratio is the ratio of the institution’s common equity Tier 1 capital to its total risk-weighted assets. The Tier 1 risk based capital ratio is the ratio of the institution’s total Tier 1 capital to its total risk-weighted assets. The total risk based capital ratio is the ratio of the institution’s total capital to its total risk-weighted assets. To determine risk-weighted assets, assets of an institution are generally placed into a risk category and given a percentage weight based on the relative risk of that category. The percentage weights range from 0% to 1,250%. An asset’s risk-weighted value will generally be its percentage weight multiplied by the asset’s value as determined under generally accepted accounting principles. In addition, certain off-balance-sheet items are converted to balance-sheet credit equivalent amounts, and each amount is then assigned to one of the risk categories. An institution’s federal regulator may require the institution to hold more capital than would otherwise be required under the Rules if the regulator determines that the institution’s capital requirements under the Rules are not commensurate with the institution’s credit, market, operational or other risks.
To be classified as "well capitalized," both the Company and the Bank are required to have a common equity Tier 1 capital ratio of at least 6.5% , a Tier 1 risk-based ratio of at least 8.0% , a total risk-based ratio of at least 10.0% and a Tier 1 leverage ratio of at least 5.0% . In addition to the preceding requirements, all financial institutions subject to the Rules, including both the Company and the Bank, are required to establish a “conservation buffer” of common equity Tier 1 capital subject to a three year phase-in period that began on January 1, 2016 and would have been fully phased in on January 1, 2019 at 2.5% above the required minimum common equity Tier 1 capital ratio, the Tier 1 risk-based ratio and the total risk-based ratio. However, in 2017, the FDIC issued a final rule to extend the 2017 transition provision on a go-forward basis, halting certain parts of the full phase in. The required phase-in capital conservation buffer during 2017 was 1.25% and is 1.25% during 2018. A financial institution with a conservation buffer of less than the required amount is subject to limitations on capital distributions, including dividend payments and stock repurchases, and certain discretionary bonus payments to executive officers. At September 30, 2018 , our capital conservation buffers for the Company and the Bank were 4.38% and 5.52%, respectively.
The Rules set forth the manner in which certain capital elements are determined, including but not limited to requiring certain deductions related to mortgage servicing rights and deferred tax assets. Holding companies with less than $15 billion in total assets as of December 31, 2009 (which includes the Company) are permitted under the rules to continue to include trust preferred securities issued prior to May 19, 2010 in Tier 1 capital, generally up to 25% of other Tier 1 capital. Because our trust preferred securities were issued prior to May 19, 2010, we include those in our Tier 1 capital calculations.
The Rules made changes in the methods of calculating certain risk-based assets, which in turn affects the calculation of risk- based ratios. Higher or more sensitive risk weights are assigned to various categories of assets, including commercial real estate, credit facilities that finance the acquisition, development or construction of real property, certain exposures or credits that are 90 days past due or are nonaccrual, foreign exposures, certain corporate exposures, securitization exposures, equity exposures and, in certain cases, MSRs and deferred tax assets.
Certain calculations under the rules related to deductions from capital have phase-in periods through 2018.
Specifically, the capital treatment of MSRs is phased in through the transition periods. Under the prior rules, the Bank deducted 10% of the value of MSRs (net of deferred tax) from Tier 1 capital ratios. However, under Basel III, the Bank and the Company must deduct a much larger portion of the value of MSRs from Tier 1 capital.
•
MSRs (net of deferred tax) in excess of 10% of Tier 1 capital before threshold based deductions must be deducted from common equity. The disallowable portion of MSRs will be phased in incrementally (40% in 2015; 60% in 2016; 80% in 2017 and beyond).
•
In addition, the combined balance of MSRs and deferred tax assets is limited to approximately 15% of the Bank’s and the Company’s common equity Tier 1 capital. These combined assets must be deducted from common equity to the extent that they exceed the 15% threshold.
•
Any portion of the Bank’s and the Company’s MSRs that are not deducted from the calculation of common equity Tier 1 is subject to a 100% risk weight.
Both the Company and the Bank began compliance with the Rules on January 1, 2015. The phase-in of the conservation buffer will take full effect on January 1, 2019. Certain calculations under the Rules will also have phase-in periods.
On November 21, 2017, the federal banking regulators finalized a halt in the phase-in of certain provisions of the Rule for certain banks including HomeStreet. The final rules had provided for a number of adjustments to deductions from Tier 1 capital. Deductions included, for example, the requirement that MSRs, certain deferred tax assets not dependent upon future taxable income and significant investments in non-consolidated financial entities be deducted from Tier 1 Capital to the extent

92

that any one such category exceeds 10% of Tier 1 capital or all such categories in the aggregate exceed 15% of Tier 1 capital. Effective on January 1, 2018, the 2017 rule pauses the full transition to the Basel III treatment.
As part of our ongoing balance sheet and capital management in the second quarter of 2018, HomeStreet Bank executed a definitive agreement to sell a portion of its single family MSRs. The transaction provided for the sale of the rights to service approximately $4.90 billion in total unpaid principal balance of single family mortgage loans serviced for both Fannie Mae and Freddie Mac, which represented approximately 21% of HomeStreet’s total single family mortgage loans serviced for others as of March 31, 2018. During the second quarter of 2018, we modified our loss sharing agreement with Fannie Mae related to our DUS® servicing that significantly lowered our consolidated risk-weighted assets, which in turn improved the common equity tier 1 risk based capital ratio, the tier 1 risk based capital ratio and the total risk based capital ratios for HomeStreet on a consolidated basis. In addition to increasing certain regulatory capital ratios, these actions provided additional regulatory capital to support the continued growth of our Commercial and Consumer Banking business and accelerate the diversification of the Company's net income.
We believe that the capital levels of the Company and the Bank at September 30, 2018 were in compliance with the standards under the Rules, including the conservation buffer requirement.
At September 30, 2018 , the Bank's capital ratios continued to meet the regulatory capital category of “well capitalized” as defined by the FDIC’s prompt corrective action rules.


93

The following tables present regulatory capital information for HomeStreet, Inc. and HomeStreet Bank.
At September 30, 2018
HomeStreet Bank
Actual
For Minimum Capital
Adequacy Purposes
To Be Categorized As
“Well Capitalized” Under
Prompt Corrective
Action Provisions
(in thousands)
Amount
Ratio
Amount
Ratio
Amount
Ratio
Tier 1 leverage capital (to average assets)
$
672,843

9.70
%
$
277,494

4.0
%
$
346,867

5.0
%
Common equity Tier 1 risk-based capital (to risk-weighted assets)
672,843

13.26
%
228,277

4.5
%
329,733

6.5
%
Tier 1 risk-based capital (to risk-weighted assets)
672,843

13.26
%
304,369

6.0
%
405,825

8.0
%
Total risk-based capital (to risk-weighted assets)
$
717,570

14.15
%
$
405,825

8.0
%
$
507,282

10.0
%
At September 30, 2018
HomeStreet, Inc.
Actual
For Minimum Capital
Adequacy Purposes
To Be Categorized As
“Well Capitalized” Under
Prompt Corrective
Action Provisions
(in thousands)
Amount
Ratio
Amount
Ratio
Amount
Ratio
Tier 1 leverage capital (to average assets)
$
640,615

9.17
%
$
279,430

4.0
%
$
349,287

5.0
%
Common equity Tier 1 risk-based capital (to risk-weighted assets)
581,165

10.84
%
241,347

4.5
%
348,612

6.5
%
Tier 1 risk-based capital (to risk-weighted assets)
640,614

11.94
%
321,796

6.0
%
429,061

8.0
%
Total risk-based capital (to risk-weighted assets)
$
687,651

12.82
%
$
429,061

8.0
%
$
536,326

10.0
%
At December 31, 2017
HomeStreet Bank
Actual
For Minimum Capital
Adequacy Purposes
To Be Categorized As
“Well Capitalized” Under
Prompt Corrective
Action Provisions
(in thousands)
Amount
Ratio
Amount
Ratio
Amount
Ratio
Tier 1 leverage capital (to average assets)
$
649,864

9.67
%
$
268,708

4.0
%
$
335,885

5.0
%
Common equity Tier 1 risk-based capital (to risk-weighted assets)
649,864

13.22
%
221,201

4.5
%
319,512

6.5
%
Tier 1 risk-based capital (to risk-weighted assets)
649,864

13.22
%
294,935

6.0
%
393,246

8.0
%
Total risk-based capital (to risk-weighted assets)
$
688,981

14.02
%
$
393,246

8.0
%
$
491,558

10.0
%

At December 31, 2017
HomeStreet, Inc.
Actual
For Minimum Capital
Adequacy Purposes
To Be Categorized As
“Well Capitalized” Under
Prompt Corrective
Action Provisions
(in thousands)
Amount
Ratio
Amount
Ratio
Amount
Ratio
Tier 1 leverage capital (to average assets)
$
614,624

9.12
%
$
269,534

4.0
%
$
336,918

5.0
%
Common equity Tier 1 risk-based capital (to risk-weighted assets)
555,120

9.86
%
253,293

4.5
%
365,868

6.5
%
Tier 1 risk-based capital (to risk-weighted assets)
614,624

10.92
%
337,724

6.0
%
450,299

8.0
%
Total risk-based capital (to risk-weighted assets)
$
653,741

11.61
%
$
450,299

8.0
%
$
562,873

10.0
%

94


Accounting Developments

See the Notes to Interim Consolidated Financial Statements—Note 1, Summary of Significant Accounting Policies, for a discussion of Accounting Developments.

95

ITEM 3
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk Management

The following discussion highlights developments since December 31, 2017 and should be read in conjunction with the Market Risk Management discussion within Part II, Item 7A Quantitative and Qualitative Disclosures About Market Risk in our 2017 Annual Report on Form 10-K. Since December 31, 2017 , there have been no material changes in the types of risk management instruments we use or in our hedging strategies.

Market risk is defined as the sensitivity of income, fair value measurements and capital to changes in interest rates, foreign currency exchange rates, commodity prices and other relevant market rates or prices. The primary market risks that we are exposed to are price and interest rate risks. Price risk is defined as the risk to current or anticipated earnings or capital arising from changes in the value of either assets or liabilities that are entered into as part of distributing or managing risk. Interest rate risk is defined as risk to current or anticipated earnings or capital arising from movements in interest rates.

For the Company, price and interest rate risks arise from the financial instruments and positions we hold. This includes loans, MSRs, investment securities, deposits, borrowings, long-term debt and derivative financial instruments. Due to the nature of our current operations, we are not subject to foreign currency exchange or commodity price risk. Our real estate loan portfolio is subject to risks associated with the local economies of our various markets, in particular, the regional economy of the western United States, including Hawaii.

Our price and interest rate risks are managed by the Bank’s Asset/Liability Management Committee ("ALCO"), a management committee that identifies and manages the sensitivity of earnings or capital to changing interest rates to achieve our overall financial objectives. ALCO is a management-level committee whose members include the Chief Investment Officer, acting as the chair, the Chief Executive Officer, the Chief Financial Officer and other members of management. The committee meets monthly and is responsible for:
•
understanding the nature and level of the Company's interest rate risk and interest rate sensitivity;
•
assessing how that risk fits within our overall business strategies;
•
ensuring an appropriate level of rigor and sophistication in the risk management process for the overall level of risk;
•
complying with and reviewing the asset/liability management policy; and
•
formulating and implementing strategies to improve balance sheet mix and earnings.

The Finance Committee of the Bank's Board provides oversight of the asset/liability management process, reviews the results of interest rate risk analysis and approves submission of the relevant policies to the board.

The spread between the yield on interest-earning assets and the cost of interest-bearing liabilities and the relative dollar amounts of these assets and liabilities are the principal items affecting net interest income. Changes in net interest rates (interest rate risk) are influenced to a significant degree by the repricing characteristics of assets and liabilities (timing risk), the relationship between various rates (basis risk), customer options (option risk) and changes in the shape of the yield curve (time-sensitive risk). We manage the available-for-sale investment securities portfolio while maintaining a balance between risk and return. The Company's funding strategy is to grow core deposits while we efficiently supplement using wholesale borrowings.

We estimate the sensitivity of our net interest income to changes in market interest rates using an interest rate simulation model that includes assumptions related to the level of balance sheet growth, deposit repricing characteristics and the rate of prepayments for multiple interest rate change scenarios. Interest rate sensitivity depends on certain repricing characteristics in our interest-earnings assets and interest-bearing liabilities, including the maturity structure of assets and liabilities and their repricing characteristics during the periods of changes in market interest rates. Effective interest rate risk management seeks to ensure both assets and liabilities respond to changes in interest rates within an acceptable timeframe, minimizing the impact of interest rate changes on net interest income and capital. Interest rate sensitivity is measured as the difference between the volume of assets and liabilities, at a point in time, that are subject to repricing at various time horizons, known as interest rate sensitivity gaps.



96

The following table presents sensitivity gaps for these different intervals.

September 30, 2018
(dollars in thousands)
3 Mos.
or Less
More Than
3 Mos.
to 6 Mos.
More Than
6 Mos.
to 12 Mos.
More Than
12 Mos.
to 3 Yrs.
More Than
3 Yrs.
to 5 Yrs.
More Than
5 Yrs.
Non-Rate-
Sensitive
Total
Interest-earning assets:
Cash & cash equivalents
$
59,006

$
—

$
—

$
—

$
—

$
—

$
—

$
59,006

FHLB Stock
—

—

—

—

—

40,732

—

40,732

Investment securities (1)
72,181

26,118

41,220

173,377

120,748

470,040

—

903,684

Mortgage loans held for sale (3)
404,440

—

—

—

—

—

—

404,440

Loans held for investment (1)
1,461,311

246,241

517,525

1,043,915

906,495

850,814

—

5,026,301

Total interest-earning assets
1,996,938

272,359

558,745

1,217,292

1,027,243

1,361,586

—

6,434,163

Non-interest-earning assets
—

—

—

—

—

—

594,918

594,918

Total assets
$
1,996,938

$
272,359

$
558,745

$
1,217,292

$
1,027,243

$
1,361,586

$
594,918

$
7,029,081

Interest-bearing liabilities:
NOW accounts (2)
$
442,158

$
—

$
—

$
—

$
—

$
—

$
—

$
442,158

Statement savings accounts (2)
272,949

—

—

—

—

—

—

272,949

Money market
accounts (2)
1,907,782

—

—

—

—

—

—

1,907,782

Certificates of deposit
578,587

465,771

204,672

269,083

30,279

—

—

1,548,392

Federal funds purchased and securities sold under agreements to repurchase
55,000

—

—

—

—

—

—

55,000

FHLB advances
801,001

—

10,000

—

—

5,590

—

816,591

Other borrowings
—

—

Long-term debt
60,415

—

—

—

—

65,000

—

125,415

Total interest-bearing liabilities
4,117,892

465,771

214,672

269,083

30,279

70,590

—

5,168,287

Non-interest bearing liabilities
—

—

—

—

—

—

1,146,013

1,146,013

Equity
—

—

—

—

—

—

714,782

714,782

Total liabilities and shareholders’ equity
$
4,117,892

$
465,771

$
214,672

$
269,083

$
30,279

$
70,590

$
1,860,795

$
7,029,082

Interest sensitivity gap
(2,120,954
)
(193,412
)
344,073

948,209

996,964

1,290,996

Cumulative interest sensitivity gap
$
(2,120,954
)
$
(2,314,366
)
$
(1,970,293
)
$
(1,022,084
)
$
(25,120
)
$
1,265,876

Cumulative interest sensitivity gap as a percentage of total assets
(30
)%
(33
)%
(28
)%
(15
)%
—
%
18
%
Cumulative interest-earning assets as a percentage of cumulative interest-bearing liabilities
48
%
50
%
59
%
80
%
100
%
124
%

(1)
Based on contractual maturities, repricing dates and forecasted principal payments assuming normal amortization and, where applicable, prepayments.
(2)
Assumes 100% of interest-bearing non-maturity deposits are subject to repricing in three months or less.
(3)
Based on our intent to sell.



97

Changes in the mix of interest-earning assets or interest-bearing liabilities can either increase or decrease the net interest margin, without affecting interest rate sensitivity. In addition, the interest rate spread between an earning asset and its funding liability can vary significantly, while the timing of repricing for both the asset and the liability remains the same, thereby impacting net interest income. This characteristic is referred to as basis risk. Varying interest rate environments can create unexpected changes in prepayment levels of assets and liabilities that are not reflected in the interest rate sensitivity analysis. These prepayments may have a significant impact on our net interest margin. Because of these factors, an interest sensitivity gap analysis may not provide an accurate assessment of our actual exposure to changes in interest rates.

The estimated impact on our net interest income over a time horizon of one year and the change in net portfolio value as of September 30, 2018 and December 31, 2017 are provided in the table below. For the scenarios shown, the interest rate simulation assumes an instantaneous and sustained shift in market interest rates and no change in the composition or size of the balance sheet.

September 30, 2018
December 31, 2017
Change in Interest Rates
(basis points) (1)
Percentage Change
Net Interest Income (2)
Net Portfolio Value (3)
Net Interest Income (2)
Net Portfolio Value (3)
+200
(6.1
)%
(15.6
)%
(0.5
)%
(8.2
)%
+100
(3.1
)
(8.3
)
(0.2
)
(4.2
)
-100
4.4

1.2

1.9

(0.9
)
-200
9.1
%
(2.2
)%
2.3
%
(4.8
)%
(1)
For purposes of our model, we assume interest rates will not go below zero. This "floor" limits the effect of a potential negative interest rate shock in a low rate environment like the one we are currently experiencing.
(2)
This percentage change represents the impact to net interest income for a one-year period, assuming there is no change in the structure of the balance sheet.
(3)
This percentage change represents the impact to the net present value of equity, assuming there is no change in the structure of the balance sheet.

At September 30, 2018 , we believe our net interest income sensitivity exhibited a positive bias to a decline in interest rates. The interest rate sensitivity of the Company increased modestly between December 31, 2017 and September 30, 2018 . It is expected that, as interest rates change, net interest income will be marginally impacted depending upon the magnitude and direction of interest rate movement. Some of the assumptions made in the simulation model may not materialize and unanticipated events and circumstances will occur. Modeling results in extreme interest rate decline scenarios may encounter negative rate assumptions which may cause the results to be inherently unreliable. In addition, the simulation model does not take into account any future actions that we could undertake to mitigate an adverse impact due to changes in interest rates from those expected, in the actual level of market interest rates or competitive influences on our deposits.



98

ITEM 4
CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures
The Company carried out an evaluation, with the participation of our management and under the supervision of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined under Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2018 .

Changes in Internal Control over Financial Reporting

As required by Rule 13a-15(d), our management, including our Chief Executive Officer and Chief Financial Officer, also conducted an evaluation of our internal control over financial reporting to determine whether any changes occurred during the quarter ended September 30, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes to our internal control over financial reporting that occurred during the quarter ended September 30, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1
LEGAL PROCEEDINGS

Because the nature of our business involves the collection of numerous accounts, the validity of liens and compliance with various state and federal lending laws, we are subject to various legal proceedings in the ordinary course of our business related to foreclosures, bankruptcies, condemnation and quiet title actions and alleged statutory and regulatory violations. We are also subject to legal proceedings in the ordinary course of business related to employment matters. We do not expect that these proceedings, taken as a whole, will have a material adverse effect on our business, financial position or our results of operations. There are currently no matters that, in the opinion of management, would have a material adverse effect on our consolidated financial position, results of operation or liquidity, or for which there would be a reasonable possibility of such a loss based on information known at this time.



99

ITEM 1A
RISK FACTORS

This Quarterly Report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by us described below and elsewhere in this report.

Risks Related to Our Operations

We may not be able to continue to grow at our recent pace.

Since our initial public offering (“IPO”) in February 2012, we have included targeted and opportunistic growth as a key component of our business strategy for both our Commercial and Consumer Banking segment and our Mortgage Banking segment and have expanded our operations at a relatively accelerated pace. We have grown our retail branch presence from 20 branches in 2012 to 60 as of September 30, 2018 , including expansion into new geographic regions. Simultaneously, we have added substantially to our mortgage operations in both existing and new markets and continued to expand our commercial lending operations, resulting in substantial growth overall in total assets, total deposits, total loans and employees.

While we expect to continue both strategic and opportunistic growth in the Commercial and Consumer Banking segment, since the second quarter of 2017 we have undertaken a series of steps designed to restructure our Mortgage Banking segment, where production has been negatively impacted by increasing interest rates and a reduced supply of homes for sale nationwide and profit margins have been negatively impacted by a shift in product mix to a higher number of non-conforming loans. We completed that reduction in the Mortgage Banking Segment with other company-wide cost saving measures and a reduction in force in our corporate operations in the second quarter of 2018, however we continue to evaluate our existing mortgage banking operations and strategy given current market conditions. For the near term, we expect to focus primarily on measured and efficient growth in commercial and consumer banking while we continue to evaluate and optimize our existing mortgage banking operations, which may lead to a substantially slower growth rate than we have experienced in recent years.

We may not recognize the anticipated benefits of our recent restructuring and further restructurings may be necessary.

Since the second quarter of 2017, we have implemented certain restructuring plans within our Mortgage Banking segment and, to a lesser degree, in our corporate operations to reduce our costs and respond to decreased expectations for origination opportunities for mortgage loans resulting from changes in interest rates and the lack of housing inventory in our primary markets. As part of this restructuring, we recorded restructuring expenses totaling $3.7 million in 2017 and $7.1 million as of September 30 2018, of which $471 thousand was recorded in the third quarter. While we expect these expenses will be offset by a significant reduction in our annual costs going forward, we may not recognize all or a substantial portion of the anticipated cost savings from any of these cost-cutting measures. Further, if the demand for mortgage loans does not improve or declines in our markets, competition in the mortgage industry and the resulting pressure on profit margins stay high, the yield curve continues to flatten or inverts, or we are otherwise unable to achieve our expected product mix in our home loan centers, we may not recognize the expected income benefit and may have to take additional and potentially significant steps to streamline or restructure our mortgage banking operations further. A significant restructuring would be expected to result in significant additional charges. Conversely, if the demand for mortgage loans increases precipitously in our markets, we may not be able to meet the full amount of the demand with our leaner operations and may find it necessary to increase costs to provide for the necessary staffing and resources.
Volatility in mortgage markets, changes in interest rates, competition in the mortgage industry, operational costs and other factors beyond our control may adversely impact our profitability.

We have sustained significant losses in the past, and we cannot guarantee that we will remain profitable or be able to maintain profitability at a given level. Changes in the mortgage market, including an increase in interest rates and a disparity between the supply and demand of houses available for sale nationwide that has been acute in our primary markets in recent quarters, have caused a decline in mortgage originations throughout our markets, which adversely impacted our profitability in 2017 and 2018 to date. This decline in profitability occurred even as our relative market share for mortgage originations remained high. While we recently restructured our Mortgage Banking segment and implemented other company-wide cost saving measures, continued pricing pressure and reduced demand for mortgage originations could have additional negative effects on our financial results. The scarcity of mortgage originations and overcapacity in the mortgage market generally is increasing competition for business, as loan officers nationwide compete to originate fewer loans, which puts negative pressure on pricing for mortgage products and, in turn, has decreased our profit margins on those products. Unless there is a resurgence of mortgage origination activity or a substantial reduction in the size of the mortgage origination industry overall, we anticipate that this pricing pressure will continue for the near term.

100


Many factors may affect our ability to generate revenue in excess of our costs, decrease our profit margins, negatively impact our net interest margin or affect the carrying value of our mortgage servicing, which in turn affect our profitability, including:

•
Volatility in interest rates may limit our ability to make loans, decrease our net interest income and noninterest income, create disparity between actual and expected closed loan volumes based on historical fallout rates, reduce demand for loans, diminish the value of our loan servicing rights, affect the value of our hedging instruments, increase the cost of deposits and otherwise negatively impact our financial situation;

•
Competition in the mortgage market industry may drive down the interest rates we are able to offer on our mortgages and reduce our profit margins on mortgage loan products, which would negatively impact our net interest income;

•
Volatility in mortgage markets, which is driven by factors outside of our control such as interest rate changes, imbalances in housing supply and demand and general economic conditions, may negatively impact our ability to originate loans and change the fair value of our existing loans and servicing rights;

•
Our hedging strategies to offset risks related to interest rate changes may not be successful and may result in unanticipated losses for the Company;

•
Changes in regulations or in regulators' interpretations of existing regulations may negatively impact the Company or the Bank and may limit our ability to offer certain products or services, increase our costs of compliance or restrict our growth initiatives, branch expansion and acquisition activities;

•
Increased costs for controls over data confidentiality, integrity, and availability due to growth or as may be necessary to strengthen the security profile of our computer systems and computer networks may have a negative impact on our net income;

•
Changes in the cost structures and fees of government-sponsored enterprises to whom we sell many of these loans may compress our margins and reduce our net income and profitability; and

•
Increased costs from growth through acquisition could exceed the income growth anticipated from these opportunities, especially in the short term as these acquisitions are integrated into our business;




Proxy contests commenced against the Company have caused us to incur substantial costs, divert the attention of the Board of Directors and management, take up management’s attention and resources, cause uncertainty about the strategic direction of our business and adversely affect our business, operating results and financial condition, and future proxy contests will do so as well.

In late 2017 through our annual meeting in May 2018, an activist investor, Roaring Blue Lion Capital Management, L.P., and its managing member, Charles W. Griege, Jr., and certain affiliates (the "Blue Lion Parties") engaged in a lengthy proxy fight with respect to the Company. Mr. Griege first sought a board seat for himself, which the Company's Board of Directors determined would not be in the best interests of all shareholders, and then sought to nominate two other individuals as director candidates for the annual meeting. The Company determined that the notice provided was insufficient and not in compliance with our bylaws, following which the Blue Lion Parties subsequently sued the Company in the Superior Court of Washington for King County seeking a preliminary injunction to require the Company to honor their purported notice. While the court ruled against the Blue Lion Parties affiliate and affirmed the Company's determination that the notice was deficient and could be rejected, the Blue Lion Parties nevertheless filed a definitive proxy statement and solicited proxies in a campaign against two of our director nominees. While Blue Lion was not ultimately successful in preventing the election of the Company's nominees, the protracted campaign against the Company was both time-consuming and costly. Although the Company has continued to engage with the Blue Lion Parties on a regular basis as it does with other shareholders, the Blue Lion Parties have continued to be critical of the Company’s board and management, We cannot provide any assurance that these activities will not persist through the end of the year or into 2019.


101

A proxy contest or other activist campaign and related actions, such as the one discussed above, could have a material and adverse effect on us for the following reasons:
•
Activist investors may attempt to effect changes in the Company’s strategic direction and how the Company is governed, or to acquire control over the Company. In particular, the above mentioned activist investor has suggested changes to our business that conflict with our strategic direction and could cause uncertainty among employees, customers, investors and other constituencies about the strategic direction of our business.

•
While the Company welcomes the opinions of all shareholders, responding to proxy contests and related actions by activist investors could be costly and time-consuming, disrupt our operations, and divert the attention of our Board of Directors and senior management and employees away from their regular duties and the pursuit of business opportunities. In addition, there may be litigation in connection with a proxy contest, which would serve as a further distraction to our Board of Directors, senior management and employees and could require the Company to incur significant additional costs.

•
Perceived uncertainties as to our future direction as a result of potential changes to the composition of the Board of Directors may lead to the perception of a change in the strategic direction of the business, instability or lack of continuity which may be exploited by our competitors; may cause concern to our existing or potential customers and employees; may result in the loss of potential business opportunities; and may make it more difficult to attract and retain qualified personnel and business partners.

•
Proxy contests and related actions by activist investors could cause significant fluctuations in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business.

If we are not able to retain or attract key employees, we could experience a disruption in our ability to implement our strategic plan which would have a material adverse effect on our business.
We depend on our executive officers and key personnel to continue the implementation of our business strategy and could be harmed by the loss of their services. We believe that our growth and future success will depend in large part upon the skills of our management team. Additionally, our future success and growth will depend upon our ability to recruit and retain highly skilled employees with strong community relationships and specialized knowledge in the financial services industry. The competition for qualified personnel in the financial services industry is intense, and the loss of our key personnel or an inability to continue to attract, retain and motivate key personnel could adversely affect our business. We cannot assure you that we will be able to retain our existing key personnel or attract additional qualified personnel.

We may incur significant losses as a result of ineffective hedging of interest rate risk related to our loans sold with retained servicing rights.

Both the value of our single family mortgage servicing rights, or MSRs, and the value of our single family loans held for sale change with fluctuations in interest rates, among other things, reflecting the changing expectations of mortgage prepayment activity. To mitigate potential losses of fair value of single family loans held for sale and MSRs related to changes in interest rates, we actively hedge this risk with financial derivative instruments. Hedging is a complex process, requiring sophisticated models, experienced and skilled personnel and continual monitoring. Changes in the value of our hedging instruments may not correlate with changes in the value of our single family loans held for sale and MSRs, as occurred in the fourth quarter of 2016, and we could incur a net valuation loss as a result of our hedging activities. In addition, our hedging activities may be impacted by unforeseen or unexpected changes. For example, in the first half of 2018, the volatility in mortgage rates required us to rebalance our hedging positions at a time of a flattening yield curve on interest rates, which both drove up the costs of hedging because of increased transaction costs on rebalancing the portfolio and decreased the total earnings on derivatives used for hedging, leading to less efficient and lower earning hedges, which reduced our risk management results and impacted our earnings for that period. We cannot predict whether this combination of volatile rates and flattened yield curve will continue or that this environment or other asymmetries in the Company's hedge position as compared to its mortgage servicing rights portfolio will not arise again in the future. Moreover, as the volume of single family loans held for sale and MSRs increases, our exposure to the risks associated with the impact of interest rate fluctuations on single family loans held for sale and MSRs also increases. Further, in times of significant financial disruption, as in 2008, hedging counterparties have been known to default on their obligations. Any such events or conditions may harm our results of operations.


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Natural disasters in our geographic markets may impact our financial results.

Each of our primary markets are located in geographic regions that are at a risk for earthquakes, wildfires, volcanic eruptions, floods, mudslides and other natural disasters. Certain communities in our markets have suffered significant losses from natural disasters, including devastating wildfires in California, Oregon and Washington, and volcanic eruptions and hurricanes in Hawaii. While the impact of these recent natural disasters on our business have not been material to date, we have in the past had temporary office closures during these events, and were a more significant disruption to occur in the future, our operations in areas impacted by such disasters could experience an adverse financial impact due to office closures, customers who as a result of their losses may not be able to meet their loan commitments in a timely manner, a reduction in housing inventory due to loss caused by natural disaster and negative impacts to the local economy as it seeks to recover from these disasters.

Our business is geographically confined to certain metropolitan areas of the Western United States, and events and conditions that disproportionately affect those areas may pose a more pronounced risk for our business.

Although we presently have operations in eight states, a substantial majority of our revenues are derived from operations in the Puget Sound region of Washington, the Portland, Oregon metropolitan area, the San Francisco Bay Area, and the Los Angeles and San Diego metropolitan areas in Southern California. All of our markets are located in the Western United States. Each of our primary markets is subject to various types of natural disasters, and each has experienced disproportionately significant economic volatility compared to the rest of the United States in the past decade. In addition, many of these areas are currently experiencing a constriction in the availability of houses for sale as new home construction has not kept pace with population growth in our primary markets, in part due to limitations on permitting and land availability. Economic events or natural disasters that affect the Western United States and our primary markets in that region in particular, or more significantly, may have an unusually pronounced impact on our business and, because our operations are not more geographically diversified, we may lack the ability to mitigate those impacts from operations in other regions of the United States.

The significant concentration of real estate secured loans in our portfolio has had a negative impact on our asset quality and profitability in the past and there can be no assurance that it will not have such impact in the future.

A substantial portion of our loans are secured by real property, a characteristic we expect to continue indefinitely. Our real estate secured lending is generally sensitive to national, regional and local economic conditions, making loss levels difficult to predict. Declines in real estate sales and prices, significant increases in interest rates, unforeseen natural disasters and a degeneration in prevailing economic conditions may result in higher than expected loan delinquencies, foreclosures, problem loans, other real estate owned ("OREO"), net charge-offs and provisions for credit and OREO losses. Although real estate prices are currently stable in the markets in which we operate, if market values decline, as they did in the last recession, the collateral for our loans may provide less security and our ability to recover the principal, interest and costs due on defaulted loans by selling the underlying real estate will be diminished, leaving us more likely to suffer additional losses on defaulted loans. Such declines may have a greater effect on our earnings and capital than on the earnings and capital of financial institutions whose loan portfolios are more diversified.

Worsening conditions in the real estate markets in which we operate and higher than normal delinquency and default rates on loans could cause other adverse consequences for us, including:

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Reduced cash flows and capital resources, as we are required to make cash advances to meet contractual obligations to investors, process foreclosures, and maintain, repair and market foreclosed properties;

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Declining mortgage servicing fee revenues because we recognize these revenues only upon collection;

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Increasing mortgage servicing costs;

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Declining fair value on our mortgage servicing rights; and

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Declining fair values and liquidity of securities held in our investment portfolio that are collateralized by mortgage obligations.


Changes in government-sponsored enterprises and their ability to insure or to buy our loans in the secondary market may result in significant changes in our ability to recognize income on sale of our loans to third parties;


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We originate a substantial portion of our single family mortgage loans for sale to government-sponsored enterprises (“GSE”) such as Fannie Mae, Freddie Mac and Ginnie Mae.  Changes in the types of loans purchased by these GSEs or the program requirements for those entities could adversely impact our ability to sell certain of the loans we originate for sale.  For example, following passage by Congress of bill S.2551 in May 2018, a few of our VA-qualified loans we had originated for sale to Ginnie Mae were deemed to be ineligible for sale to Ginnie Mae under the revised terms of that entity’s program.  As a result, we will have to find a different way to sell these loans and may not be able to do so on the terms or in the time frame that we expected.   Such changes are difficult to predict, and can have a negative impact on our cash flow and results of operations.

We have previously had deficiencies in our internal controls over financial reporting, and those deficiencies or others that we have not discovered may result in our inability to maintain control over our assets or to identify and accurately report our financial condition, results of operations, or cash flows.

Our internal controls over financial reporting are intended to assure we maintain accurate records, promote the accurate and timely reporting of our financial information, maintain adequate control over our assets, and detect unauthorized acquisition, use or disposition of our assets. Effective internal and disclosure controls are necessary for us to provide reliable financial reports and effectively prevent fraud and to operate successfully as a public company. If we cannot provide reliable financial reports or prevent fraud, our reputation and operating results may be harmed.

As part of our ongoing monitoring of internal control from time to time we have discovered deficiencies in our internal controls that have required remediation. In the past, these deficiencies have included “material weaknesses,” defined as a deficiency or combination of deficiencies that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected, and “significant deficiencies,” defined as a deficiency or combination of deficiencies in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the Company's financial reporting.

Management has in place a process to document and analyze all identified internal control deficiencies and implement remedial measures sufficient to resolve those deficiencies. To support our strategic initiatives and to create operating efficiencies we have implemented, and will continue to implement, new systems and processes. If our project management processes are not sound and adequate resources are not deployed to these implementations, we may experience additional internal control lapses that could expose the Company to operating losses. However, any failure to maintain effective controls or timely effect any necessary improvement of our internal and disclosure controls in the future could harm operating results or cause us to fail to meet our reporting obligations.

If our internal controls over financial reporting are subject to additional defects we have not identified, we may be unable to maintain adequate control over our assets, or we may experience material errors in recording our assets, liabilities and results of operations. Repeated or continuing deficiencies may cause investors to question the reliability of our internal controls or our financial statements, and may result in an erosion of confidence in our management or result in penalties or other potential enforcement action by the Securities and Exchange Commission (the “SEC”). On January 19, 2017, we finalized a settlement agreement with the SEC and paid a fine of $500,000 related to an SEC investigation into errors disclosed in 2014 in our fair value hedge accounting for certain commercial real estate loans and swaps. Neither the errors nor the amount of the settlement was ultimately material to our financial statements in any period. However, inquiries by the SEC took the time and attention of management for significant periods of time and may have had an adverse impact on investor confidence in us and, in turn, the market value of our common stock in the near term. If we were to have future failures of a similar nature, such failures may have a more significant impact than might generally be expected, both because of a potential for enhanced regulatory scrutiny and the potential for further reputational harm.

Our allowance for loan losses may prove inadequate or we may be negatively affected by credit risk exposures. Future additions to our allowance for loan losses, as well as charge-offs in excess of reserves, will reduce our earnings.

Our business depends on the creditworthiness of our customers. As with most financial institutions, we maintain an allowance for loan losses to reflect potential defaults and nonperformance, which represents management's best estimate of probable incurred losses inherent in the loan portfolio. Management's estimate is based on our continuing evaluation of specific credit risks and loan loss experience, current loan portfolio quality, present economic, political and regulatory conditions, industry concentrations and other factors that may indicate future loan losses. The determination of the appropriate level of the allowance for loan losses inherently involves a high degree of subjectivity and judgment and requires us to make estimates of current credit risks and future trends, all of which may undergo material changes. Generally, our nonperforming loans and OREO reflect operating difficulties of individual borrowers and weaknesses in the economies of the markets we serve. This allowance may not be adequate to cover actual losses, and future provisions for losses could materially and adversely affect our financial condition, results of operations and cash flows.

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In addition, as we have acquired new operations, we have added the loans previously held by the acquired companies or related to the acquired branches to our books. In the event that we make additional acquisitions in the future, we may bring additional loans originated by other institutions onto our books. Although we review loan quality as part of our due diligence in considering any acquisition involving loans, the addition of such loans may increase our credit risk exposure, require an increase in our allowance for loan losses, and adversely affect our financial condition, results of operations and cash flows stemming from losses on those additional loans.

Our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and we use estimates in determining the fair value of certain of our assets, which estimates may prove to be imprecise and result in significant changes in valuation.

A portion of our assets are carried on the balance sheet at fair value, including investment securities available for sale, mortgage servicing rights related to single family loans and single family loans held for sale. Generally, for assets that are reported at fair value, we use quoted market prices or internal valuation models that use observable market data inputs to estimate their fair value. In certain cases, observable market prices and data may not be readily available or their availability may be diminished due to market conditions. We use financial models to value certain of these assets. These models are complex and use asset-specific collateral data and market inputs for interest rates. Although we have processes and procedures in place governing internal valuation models and their testing and calibration, such assumptions are complex as we must make judgments about the effect of matters that are inherently uncertain. Different assumptions could result in significant changes in valuation, which in turn could affect earnings or result in significant changes in the dollar amount of assets reported on the balance sheet. As we grow the expectation for the sophistication of our models will increase and we may need to hire additional personnel with sufficient expertise.

Our funding sources may prove insufficient to replace deposits and support our future growth.

We must maintain sufficient funds to respond to the needs of depositors and borrowers. As a part of our liquidity management, we use a number of funding sources in addition to core deposit growth and repayments and maturities of loans and investments. As we continue to grow, we are likely to become more dependent on these sources, which may include Federal Home Loan Bank advances, proceeds from the sale of loans, federal funds purchased, brokered certificates of deposit and issuance of equity or debt securities. Adverse operating results or changes in industry conditions could lead to difficulty or an inability to access these additional funding sources and could make our existing funds more volatile. Our financial flexibility may be materially constrained if we are unable to maintain our access to funding or if adequate financing is not available to accommodate future growth at acceptable interest rates. As rates increase, the cost of our funding often increases faster than we can increase our interest income. For example, in recent periods the FHLB has increased rates on their advances in a quick response to increases in rates by the Federal Reserve and implemented those increased costs earlier than we have been able to increase our own interest income. This asymmetry of the speed at which interests rates rise on our liabilities as opposed to our assets may have a negative impact on our net interest income and, in turn, our financial results. If we are required to rely more heavily on more expensive funding sources to support future growth, our revenues may not increase proportionately to cover our costs. In that case, our operating margins and profitability would be adversely affected. Further, the volatility inherent in some of these funding sources, particularly brokered deposits, may increase our exposure to liquidity risk.

Our management of capital could adversely affect profitability measures and the market price of our common stock and could dilute the holders of our outstanding common stock.

Our capital ratios are higher than regulatory minimums. We may choose to have a lower capital ratio in the future in order to take advantage of growth opportunities, including acquisition and organic loan growth, or in order to take advantage of a favorable investment opportunity. On the other hand, we may again in the future elect to raise capital through a sale of our debt or equity securities in order to have additional resources to pursue our growth, including by acquisition, fund our business needs and meet our commitments, or as a response to changes in economic conditions that make capital raising a prudent choice. In the event the quality of our assets or our economic position were to deteriorate significantly, as a result of market forces or otherwise, we may also need to raise additional capital in order to remain compliant with capital standards.

We may not be able to raise such additional capital at the time when we need it, or on terms that are acceptable to us. Our ability to raise additional capital will depend in part on conditions in the capital markets at the time, which are outside our control, and in part on our financial performance. Further, if we need to raise capital in the future, especially if it is in response to changing market conditions, we may need to do so when many other financial institutions are also seeking to raise capital, which would create competition for investors. An inability to raise additional capital on acceptable terms when needed could have a material adverse effect on our business, financial condition, results of operations and prospects. In addition, any capital

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raising alternatives could dilute the holders of our outstanding common stock and may adversely affect the market price of our common stock.

The integration of recent and future acquisitions could consume significant resources and may not be successful.

We completed four whole-bank acquisitions and acquired eight stand-alone branches between September 2013 and September 30, 2018 , all of which required substantial resources and costs related to the acquisition and integration process. There are certain risks related to the integration of operations of acquired banks and branches, which we may continue to encounter if we acquire other banks or branches in the future. Any future acquisition we may undertake may involve numerous risks related to the investigation and consideration of the potential acquisition and the costs of undertaking such a transaction, as well as integrating acquired businesses into the Company, including risks that arise after the transaction is completed. Difficulties in pursuing or integrating any new acquisitions, and potential discoveries of additional losses or undisclosed liabilities with respect to the assets and liabilities of acquired companies, may increase our costs and adversely impact our financial condition and results of operations. Further, even if we successfully address these factors and are successful in closing acquisitions and integrating our systems with the acquired systems, we may nonetheless experience customer losses, or we may fail to grow the acquired businesses as we intend or to operate the acquired businesses at a level that would avoid losses or justify our investments in those companies.

In addition, we may choose to issue additional common stock for future acquisitions, or we may instead choose to pay the consideration in cash or a combination of stock and cash. Any issuances of stock relating to an acquisition may have a dilutive effect on earnings per share, book value per share or the percentage ownership of existing shareholders depending on the value of the assets or entity acquired. Alternatively, the use of cash as consideration in any such acquisitions could impact our capital position and may require us to raise additional capital.

If we breach any of the representations or warranties we make to a purchaser or securitizer of our mortgage loans or MSRs, we may be liable to the purchaser or securitizer for certain costs and damages.

When we sell or securitize mortgage loans in the ordinary course of business, we are required to make certain representations and warranties to the purchaser about the mortgage loans and the manner in which they were originated. Our agreements require us to repurchase mortgage loans if we have breached any of these representations or warranties, in which case we may be required to repurchase such loan and record a loss upon repurchase and/or bear any subsequent loss on the loan. We may not have any remedies available to us against a third party for such losses, or the remedies available to us may not be as broad as the remedies available to the purchaser of the mortgage loan against us. In addition, if there are remedies against a third party available to us, we face further risk that such third party may not have the financial capacity to perform remedies that otherwise may be available to us. Therefore, if a purchaser enforces remedies against us, we may not be able to recover our losses from a third party and may be required to bear the full amount of the related loss.

If repurchase and indemnity demands increase on loans or MSRs that we sell from our portfolios, our liquidity, results of operations and financial condition will be adversely affected.

If we breach any representations or warranties or fail to follow guidelines when originating an FHA/HUD-insured loan or a VA-guaranteed loan, we may lose the insurance or guarantee on the loan and suffer losses, pay penalties, and/or be subjected to litigation from the federal government.

We originate and purchase, sell and thereafter service single family loans, some of which are insured by FHA/HUD or guaranteed by the VA. We certify to the FHA/HUD and the VA that the loans meet their requirements and guidelines. The FHA/HUD and VA audit loans that are insured or guaranteed under their programs, including audits of our processes and procedures as well as individual loan documentation. Violations of guidelines can result in monetary penalties or require us to provide indemnifications against loss or loans declared ineligible for their programs. In the past, monetary penalties and losses from indemnifications have not created material losses to the Bank. As a result of the housing crisis that began in 2008, the FHA/HUD stepped up enforcement initiatives. In addition to regular FHA/HUD audits, HUD's Inspector General has become active in enforcing FHA regulations with respect to individual loans and has partnered with the Department of Justice ("DOJ") in filing lawsuits against lenders for systemic violations. The penalties resulting from such lawsuits can be much more severe, since systemic violations can be applied to groups of loans and penalties may be subject to treble damages. The DOJ has used the Federal False Claims Act and other federal laws and regulations in prosecuting these lawsuits. Because of our significant origination of FHA/HUD insured and VA guaranteed loans, if the DOJ were to find potential violations by the Bank, we could be subject to material monetary penalties and/or losses, and may even be subject to lawsuits alleging systemic violations which could result in treble damages.


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We may face risk of loss if we purchase loans from a seller that fails to satisfy its indemnification obligations.

We generally receive representations and warranties from the originators and sellers from whom we purchase loans and servicing rights such that if a loan defaults and there has been a breach of such representations and warranties, we may be able to pursue a remedy against the seller of the loan for the unpaid principal and interest on the defaulted loan. However, if the originator and/or seller breaches such representations and warranties and does not have the financial capacity to pay the related damages, we may be subject to the risk of loss for such loan as the originator or seller may not be able to pay such damages or repurchase loans when called upon by us to do so. Currently, we only purchase loans from WMS Series LLC, an affiliated business arrangement with certain Windermere real estate brokerage franchise owners.

Changes in fee structures by third party loan purchasers and mortgage insurers may decrease our loan production volume and the margin we can recognize on conforming home loans, and may adversely impact our results of operations.

Changes in the fee structures by Fannie Mae, Freddie Mac or other third party loan purchasers, such as an increase in guarantee fees and other required fees and payments, may increase the costs of doing business with them and, in turn, increase the cost of mortgages to consumers and the cost of selling conforming loans to third party loan purchasers. Increases in those costs could in turn decrease our margin and negatively impact our profitability. Additionally, increased costs for premiums from mortgage insurers, extensions of the period for which private mortgage insurance is required on a loan purchased by third party purchasers and other changes to mortgage insurance requirements could also increase our costs of completing a mortgage and our margins for home loan origination. Were any of our third party loan purchasers to make such changes in the future, it may have a negative impact on our ability to originate loans to be sold because of the increased costs of such loans and may decrease our profitability with respect to loans held for sale. In addition, any significant adverse change in the level of activity in the secondary market or the underwriting criteria of these third party loan purchasers could negatively impact our results of business, operations and cash flows.

We may incur additional costs in placing loans if our third party purchasers discontinue doing business with us for any reason.
We rely on third party purchasers with whom we place loans as a source of funding for the loans we make to consumers. Occasionally, third party loan purchasers may go out of business, elect to exit the market or choose to cease doing business with us for a myriad of reasons, including but not limited to the increased burdens on purchasers related to compliance, adverse market conditions or other pressures on the industry. In the event that one or more third party purchasers goes out of business, exits the market or otherwise ceases to do business with us at a time when we have loans that have been placed with such purchaser but not yet sold, we may incur additional costs to sell those loans to other purchasers or may have to retain such loans, which could negatively impact our results of operations and our capital position.
Our real estate lending may expose us to environmental liabilities.

In the course of our business, it is necessary to foreclose and take title to real estate, which could subject us to environmental liabilities with respect to these properties. Hazardous substances or waste, contaminants, pollutants or sources thereof may be discovered on properties during our ownership or after a sale to a third party. We could be held liable to a governmental entity or to third parties for property damage, personal injury, investigation and clean-up costs incurred in connection with environmental contamination, or may be required to investigate or clean up hazardous or toxic substances or chemical releases at such properties. The costs associated with investigation or remediation activities could be substantial and could substantially exceed the value of the real property. In addition, as the owner or former owner of a contaminated site, we may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination emanating from the property. We may be unable to recover costs from any third party. These occurrences may materially reduce the value of the affected property, and we may find it difficult or impossible to use or sell the property prior to or following any environmental remediation. If we become subject to significant environmental liabilities, our business, financial condition and results of operations could be materially and adversely affected.

Market-Related Risks

Restrictions on new home construction and lack of inventory of homes for sale in our primary markets may negatively impact our ability to originate mortgage loans at the volumes we have experienced in the past and our Mortgage Banking segment results.

While a desire to purchase single family real estate remains strong in our primary markets, as is evidenced by a continued demand from customers for mortgage loan applications and pre-approvals, new and resale home availability in those markets

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has not kept pace with demand. Driven by sustained job and population growth, Redfin.com reported the median days on market in the Seattle metropolitan area for a home was 17 as compared to the national average of 40. Similarly, the San Francisco and Portland metropolitan area markets reported a median of 18 and 23 days on the market, respectively. Moreover, Redfin.com reported the inventory levels of homes was also constrained as measured by Months of Supply with the Seattle and San Francisco metropolitan areas each having 2.6 months of supply as compared to the national average of 3.3 months of supply, and Portland having 2.9 months. There has been no indication that there will be any near-term meaningful change in this imbalance.


While this limit of supply has not had a significant negative impact on our relative market share to date, it has negatively impacted our loan volume. Moreover, despite the restructuring of our Mortgage Banking segment and recent additional measures to scale our operations to demand, if this trend continues to increase, the lack of inventory may continue to impair both our volume and earnings in the Mortgage Banking segment.

The housing supply constraint is complicated by a slow development of new home construction, which is itself constrained by the geography of the West Coast and the lingering effects of the last recession. Newly constructed single family home inventory remains extremely low as homebuilders struggle to find and develop available and appropriate land for new housing and meet increased land use regulations which increase costs and limit the number of lots per parcel. In addition, because the timeline for converting raw land to finished development may exceed five years in many of our markets, the curtailment of development following the recession means that inventory will likely remain low for the foreseeable future.

The demand for houses and financing to purchase houses remains strong in our primary markets due to continued strong job growth and in-migration. As a result, our application volume without property information, which represents customers seeking pre-qualification to shop for a home, is a substantial part of our single family mortgage loan pipeline. The partial underwriting associated with these applications without property information creates expenses without the revenue associated with a closed mortgage loan, which in turn provides a further negative impact on our mortgage banking results.

Fluctuations in interest rates could adversely affect the value of our assets and reduce our net interest income and noninterest income, thereby adversely affecting our earnings and profitability.

Interest rates may be affected by many factors beyond our control, including general and economic conditions and the monetary and fiscal policies of various governmental and regulatory authorities. For example, unexpected increases in interest rates can result in an increased percentage of rate lock customer closing loans, which would in turn increase our costs relative to income. In addition, increases in interest rates in recent periods has reduced our mortgage revenues by reducing the market for refinancings, which has negatively impacted demand for certain of our residential loan products and the revenue realized on the sale of loans which, in turn, may negatively impact our noninterest income and, to a lesser extent, our net interest income. Market volatility in interest rates can be difficult to predict, as unexpected interest rate changes may result in a sudden impact while anticipated changes in interest rates generally impact the mortgage rate market prior to the actual rate change.

Our earnings are also dependent on the difference between the interest earned on loans and investments and the interest paid on deposits and borrowings. Changes in market interest rates impact the rates earned on loans and investment securities and the rates paid on deposits and borrowings and may negatively impact our ability to attract deposits, make loans and achieve satisfactory interest rate spreads, which could adversely affect our financial condition or results of operations. In addition, changes to market interest rates may impact the level of loans, deposits and investments and the credit quality of existing loans.

Asymmetrical changes in interest rates, for example a greater increase in short term rates than in long term rates, could adversely impact our net interest income because our liabilities, including advances from the FHLB which typically carry a rate based on 30-day LIBOR and interest payable on our deposits, tend to be more sensitive to short term rates while our assets tend to be more sensitive to long term rates. In addition, it may take longer for our assets to reprice to adjust to a new rate environment because fixed rate loans do not fluctuate with interest rate changes and adjustable rate loans often have a specified period of readjustment. As a result, a flattening or an inversion of the yield curve is likely to have a negative impact on our net interest income.

Our securities portfolio also includes securities that are insured or guaranteed by U.S. government agencies or government-sponsored enterprises and other securities that are sensitive to interest rate fluctuations. The unrealized gains or losses in our available-for-sale portfolio are reported as a separate component of shareholders' equity until realized upon sale. Interest rate fluctuations may impact the value of these securities and as a result, shareholders' equity, and may cause material fluctuations from quarter to quarter. Failure to hold our securities until maturity or until market conditions are favorable for a sale could adversely affect our financial condition.

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A significant portion of our noninterest income is derived from originating residential mortgage loans and selling them into the secondary market. That business has benefited from a long period of historically low interest rates. To the extent interest rates rise, particularly if they rise substantially, we may experience a reduction in mortgage financing of new home purchases and refinancing. These factors have negatively affected our mortgage loan origination volume and our noninterest income in the past and may do so again in the future.

Market forces have caused a significant decrease in the overall number of mortgage originations, which has increased competition for providers of mortgage products, put pressure on pricing for those products and negatively impacted our profit margins.

Due primarily to a combination of increases in mortgage rates after many years of record low rates and a nationwide contraction in the number of homes available for sale which is especially acute in our primary markets, the overall number of mortgage products being purchased in the market is significantly reduced from prior periods. Because the number of mortgage originators in the marketplace has not declined in a meaningful way, competition in the marketplace is more intense at the present time, which has resulted in significant pressure on pricing in the secondary market for single family mortgages that in turn negatively impact our profit margins in the Mortgage Banking segment and reduce our overall net income. We cannot predict when or if these competitive pressures will ease, and unless or until they do, we expect that we will experience negative impacts to our financial position and results of operations, which may include net losses in our Mortgage Banking segment.

Our mortgage operations are impacted by changes in the housing market, including factors that impact housing affordability and availability.

Housing affordability is directly affected by both the level of mortgage interest rates and the inventory of houses available for sale. The housing market recovery was aided by a protracted period of historically low mortgage interest rates that made it easier for consumers to qualify for a mortgage and purchase a home; however, mortgage rates are now rising again. Should mortgage rates substantially increase over current levels, it would become more difficult for many consumers to qualify for mortgage credit. This could have a dampening effect on home sales and on home values.

In addition, constraints on the number of houses available for sale, which is especially acute in some of our largest markets, are driving up home prices, which may also make it harder for our customers to qualify for a mortgage, adversely impact our ability to originate mortgages and, as a consequence, our results of operations. Any return to a recessionary economy could also result in financial stress on our borrowers that may result in volatility in home prices, increased foreclosures and significant write-downs of asset values, all of which would adversely affect our financial condition and results of operations.

The price of our common stock is subject to volatility.
The price of our common stock has fluctuated in the past and may face additional and potentially substantial fluctuations in the future. Among the factors that may impact our stock price are the following:
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Variances in our operating results;
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Disparity between our operating results and the operating results of our competitors;
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Changes in analyst’s estimates of our earnings results and future performance, or variances between our actual performance and that forecast by analysts;
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News releases or other announcements of material events relating to the Company, including but not limited to mergers, acquisitions, expansion plans, restructuring activities or other strategic developments;
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Statements made by activist investors criticizing our strategy, our management team or our Board of Directors;
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Future securities offerings by us of debt or equity securities;
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Addition or departure of key personnel;
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Market-wide events that may be seen by the market as impacting the Company;
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The presence or absence of short-selling of our common stock;
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General financial conditions of the country or the regions in which we operate;
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Trends in real estate in our primary markets; or
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Trends relating to the economic markets generally.

The stock markets in general experience substantial price and trading fluctuations, and such changes may create volatility in the market as a whole or in the stock prices of securities related to particular industries or companies that are unrelated or disproportionate to changes in operating performance of the Company. Such volatility may have an adverse effect on the trading price of our common stock.

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Current economic conditions continue to pose significant challenges for us and could adversely affect our financial condition and results of operations.

We generate revenue from the interest and fees we charge on the loans and other products and services we sell, and a substantial amount of our revenue and earnings comes from the net interest and noninterest income that we earn from our mortgage banking and commercial lending businesses. Our operations have been, and will continue to be, materially affected by the state of the U.S. economy, particularly unemployment levels and home prices. A prolonged period of slow growth or a pronounced decline in the U.S. economy, or any deterioration in general economic conditions and/or the financial markets resulting from these factors, or any other events or factors that may signal a return to a recessionary economic environment , could dampen consumer confidence, adversely impact the models we use to assess creditworthiness, and materially adversely affect our financial results and condition. If the economy worsens and unemployment rises, which also would likely result in a decrease in consumer and business confidence and spending, the demand for our credit products, including our mortgages, may fall, reducing our net interest and noninterest income and our earnings. Significant and unexpected market developments may also make it more challenging for us to properly forecast our expected financial results.

A change in federal monetary policy could adversely impact our mortgage banking revenues.

The Federal Reserve is responsible for regulating the supply of money in the United States, and as a result its monetary policies strongly influence our costs of funds for lending and investing as well as the rate of return we are able to earn on those loans and investments, both of which impact our net interest income and net interest margin. Changes in interest rates may increase our cost of capital or decrease the income we receive from interest bearing assets, and asymmetrical changes in short term and long-term interest rates may result in a more rapid increase in the costs related to interest-bearing liabilities such as FHLB advances and interest-bearing deposit accounts without a correlated increase in the income from interest-bearing assets which are typically more sensitive to long-term interest rates. The Federal Reserve Board's interest rate policies can also materially affect the value of financial instruments we hold, including debt securities, mortgage servicing rights, or MSRs and derivative instruments used to hedge against changes in the value of our MSRs. These monetary policies can also negatively impact our borrowers, which in turn may increase the risk that they will be unable to pay their loans according to the terms or be unable to pay their loans at all. We have no control over the Federal Reserve Board’s policies and cannot predict when changes are expected or what the magnitude of such changes may be.

A substantial portion of our revenue is derived from residential mortgage lending which is a market sector that experiences significant volatility.

While we have simultaneously grown our Commercial and Consumer Banking segment revenue and downsized our mortgage lending operations, a substantial portion of our consolidated net revenues (net interest income plus noninterest income) are still derived from originating and selling residential mortgages. Residential mortgage lending in general has experienced substantial volatility in recent periods due to changes in interest rates, a significant lack of housing inventory caused by an increase in demand for housing at a time of decreased supply, and other market forces beyond our control. Lack of housing inventory limits our ability to originate purchase mortgages as it may take longer for loan applicants to find a home to buy after being pre-approved for a loan, which results in the Company incurring costs related to the pre-approval without being able to book the revenue from an actual loan. In addition, interest rate changes may result in lower rate locks and higher closed loan volume which can negatively impact our financial results because we book revenue at the time we enter into rate lock agreements after adjusting for the estimated percentage of loans that are not expected to actually close, which we refer to as “fallout”. When interest rates rise, the level of fallout as a percentage of rate locks declines, which results in higher costs relative to income for that period, which may adversely impact our earnings and results of operations. In addition, an increase in interest rates may materially and adversely affect our future loan origination volume, margins, and the value of the collateral securing our outstanding loans, may increase rates of borrower default, and may otherwise adversely affect our business.

We may incur losses due to changes in prepayment rates.

Our mortgage servicing rights carry interest rate risk because the total amount of servicing fees earned, as well as changes in fair-market value, fluctuate based on expected loan prepayments (affecting the expected average life of a portfolio of residential mortgage servicing rights). The rate of prepayment of residential mortgage loans may be influenced by changing national and regional economic trends, such as recessions or stagnating real estate markets, as well as the difference between interest rates on existing residential mortgage loans relative to prevailing residential mortgage rates. During periods of declining interest rates, many residential borrowers refinance their mortgage loans. Changes in prepayment rates are therefore difficult for us to predict. The loan administration fee income (related to the residential mortgage loan servicing rights corresponding to a mortgage loan) decreases as mortgage loans are prepaid. Consequently, in the event of an increase in prepayment rates, we

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would expect the fair value of portfolios of residential mortgage loan servicing rights to decrease along with the amount of loan administration income received.

Regulatory-Related Risks

We are subject to extensive regulation that may restrict our activities, including declaring cash dividends or capital distributions or pursuing growth initiatives and acquisition activities, and imposes financial requirements or limitations on the conduct of our business.

Our operations are subject to extensive regulation by federal, state and local governmental authorities, including the FDIC, the Washington Department of Financial Institutions and the Federal Reserve Board, and to various laws and judicial and administrative decisions imposing requirements and restrictions on part or all of our operations. The laws, rules and regulations to which we are subject evolve and change frequently, including changes that come from judicial or regulatory agency interpretations of laws and regulations outside of the legislative process that may be more difficult to anticipate. We are subject to various examinations by our regulators during the course of the year. Regulatory authorities who conduct these examinations have extensive discretion in their supervisory and enforcement activities, including the authority to restrict our operations, our growth and our acquisition activity, adversely reclassify our assets, determine the level of deposit premiums assessed, require us to increase our allowance for loan losses, require customer restitution and impose fines or other penalties. The level of discretion, and the extent of potential penalties and other remedies, have increased substantially during recent years. We have, in the past, been subject to specific regulatory orders that constrained our business and required us to take measures that investors may have deemed undesirable, and we may again in the future be subject to such orders if banking regulators were to determine that our operations require such restrictions or if they determine that remediation of operational deficiencies is required.

In addition, recent political shifts in the United States may result in additional significant changes in legislation and regulations that impact us. Dodd-Frank’s level of oversight and compliance obligations increase significantly for banks with total assets in excess of $10 billion, which may limit our ability to grow beyond that level or may significantly increase the cost and regulatory burden of doing so. While the Trump administration and Republicans controlling Congress have announced that they intend to repeal or revise significant portions of Dodd-Frank and other regulation impacting financial institutions, the nature and extent of such repeals or revisions are not presently known and readers should not rely on the assumption that these changes will come to pass. These circumstances lead to additional uncertainty regarding our regulatory environment and the cost and requirements for compliance. We are unable to predict whether federal or state authorities, or other pertinent bodies, will enact legislation, laws, rules or regulations that will impact our business or operations. Further, an increasing amount of the regulatory authority that pertains to financial institutions comes in the form of informal “guidance”, such as handbooks, guidelines, field interpretations by regulators or similar provisions that will affect our business or require changes in our practices in the future even if they are not formally adopted as laws or regulations. Any such changes could adversely affect our cost of doing business and our profitability.

Changes in regulation of our industry has the potential to create higher costs of compliance, including short-term costs to meet new compliance standards, limit our ability to pursue business opportunities and increase our exposure to the judicial system and the potential litigation.

Policies and regulations enacted by CFPB may negatively impact our residential mortgage loan business and compliance risk.

Our consumer business, including our mortgage, credit card, and other consumer lending and non-lending businesses, may be adversely affected by the policies enacted or regulations adopted by the Consumer Financial Protection Bureau ("CFPB") which under the Dodd-Frank Act has broad rulemaking authority over consumer financial products and services. For example, in January 2014 new federal regulations promulgated by the CFPB took effect which impact how we originate and service residential mortgage loans. Those regulations, among other things, require mortgage lenders to assess and document a borrower’s ability to repay their mortgage loan while providing borrowers the ability to challenge foreclosures and sue for damages based on allegations that the lender failed to meet the standard for determining the borrower’s ability to repay their loan. While the regulations include presumptions in favor of the lender based on certain loan underwriting criteria, they have not yet been challenged widely in courts and it is uncertain how these presumptions will be construed and applied by courts in the event of litigation. The ultimate impact of these regulations on the lender’s enforcement of its loan documents in the event of a loan default, and the cost and expense of doing so, is uncertain, but may be significant. In addition, the secondary market demand for loans that do not fall within the presumptively safest category of a “qualified mortgage” as defined by the CFPB is uncertain. The 2014 regulations also require changes to certain loan servicing procedures and practices, which has resulted in

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increased foreclosure costs and longer foreclosure timelines in the event of loan default, and failure to comply with the new servicing rules may result in additional litigation and compliance risk.

The CFPB was also given authority over the Real Estate Settlement Procedures Act, or RESPA, under the Dodd-Frank Act and has, in some cases, interpreted RESPA requirements differently than other agencies, regulators and judicial opinions. As a result, certain practices that have been considered standard in the industry, including relationships that have been established between mortgage lenders and others in the mortgage industry such as developers, realtors and insurance providers, are now being subjected to additional scrutiny under RESPA. Our regulators, including the FDIC, review our practices for compliance with RESPA as interpreted by the CFPB. Changes in RESPA requirements and the interpretation of RESPA requirements by our regulators may result in adverse examination findings by our regulators, which could negatively impact our ability to pursue our growth plans, branch expansion and limit our acquisition activity.

In addition to RESPA compliance, the Bank is also subject to the CFPB's Final Integrated Disclosure Rule, commonly known as TRID, which became effective in October 2015. Among other things, TRID requires lenders to combine the initial Good Faith Estimate and Initial Truth in Lending disclosures into a single new Loan Estimate disclosure and the HUD-1 and Final TIL disclosures into a single new Closing Disclosure. The definition of an application and timing requirements has changed, and a new Closing Disclosure waiting period has been added. These changes, along with other changes required by TRID, require significant systems modifications, process and procedure changes. Failure to comply with these new requirements may result in regulatory penalties for disclosure and other violations under RESPA and the Truth In Lending Act (“TILA”), and private right of action under TILA, and may impact our ability to sell or the price we receive for certain loans.

In addition, the CFPB has adopted and largely implemented additional rules under the Home Mortgage Disclosure Act (“HMDA”) that are intended to improve information reported about the residential mortgage market and increase disclosure about consumer access to mortgage credit. The updates to the HMDA increase the types of dwelling-secured loans that are subject to the disclosure requirements of the rule and expand the categories of information that financial institutions such as the Bank are required to report with respect to such loans and such borrowers, including potentially sensitive customer information. Most of the rule's provisions went into effect on January 1, 2018. These changes increased our compliance costs due to the need for additional resources to meet the enhanced disclosure requirements as well as informational systems to allow the Bank to properly capture and report the additional mandated information. The volume of new data that is required to be reported under the updated rules will also cause the Bank to face an increased risk of errors in the processing of such information. More importantly, because of the sensitive nature of some of the additional customer information to be included in such reports, the Bank may face a higher potential for security breaches resulting in the disclosure of sensitive customer information in the event the HMDA reporting files were obtained by an unauthorized party.

Interpretation of federal and state legislation, case law or regulatory action may negatively impact our business.

Regulatory and judicial interpretation of existing and future federal and state legislation, case law, judicial orders and regulations could also require us to revise our operations and change certain business practices, impose additional costs, reduce our revenue and earnings and otherwise adversely impact our business, financial condition and results of operations. For instance, judges interpreting legislation and judicial decisions made during the recent financial crisis could allow modification of the terms of residential mortgages in bankruptcy proceedings which could hinder our ability to foreclose promptly on defaulted mortgage loans or expand assignee liability for certain violations in the mortgage loan origination process, any or all of which could adversely affect our business or result in our being held responsible for violations in the mortgage loan origination process. In addition, the exercise by regulators of revised and at times expanded powers under existing or future regulations could materially and negatively impact the profitability of our business, the value of assets we hold or the collateral available for our loans, require changes to business practices, limit our ability to pursue growth strategies or force us to discontinue certain business practices and expose us to additional costs, taxes, liabilities, penalties, enforcement actions and reputational risk.

Such judicial decisions or regulatory interpretations may affect the manner in which we do business and the products and services that we provide, restrict our ability to grow through acquisition, restrict our ability to compete in our current business or expand into any new business, and impose additional fees, assessments or taxes on us or increase our regulatory oversight.


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Federal, state and local consumer protection laws may restrict our ability to offer and/or increase our risk of liability with respect to certain products and services and could increase our cost of doing business.

Federal, state and local laws have been adopted that are intended to eliminate certain practices considered “predatory” or “unfair and deceptive”. These laws prohibit practices such as steering borrowers away from more affordable products, failing to disclose key features, limitations, or costs related to products and services, failing to provide advertised benefits, selling unnecessary insurance to borrowers, repeatedly refinancing loans, imposing excessive fees for overdrafts, and making loans without a reasonable expectation that the borrowers will be able to repay the loans irrespective of the value of the underlying property. It is our policy not to make predatory loans or engage in deceptive practices, but these laws and regulations create the potential for liability with respect to our lending, servicing, loan investment, deposit taking and other financial activities. As a company with a significant mortgage banking operation, we also, inherently, have a significant amount of risk of noncompliance with fair lending laws and regulations. These laws and regulations are complex and require vigilance to ensure that policies and practices do not create disparate impact on our customers or that our employees do not engage in overt discriminatory practices. Noncompliance can result in significant regulatory actions including, but not limited to, sanctions, fines or referrals to the Department of Justice and restrictions on our ability to execute our growth and expansion plans. These risks are enhanced because of our growth activities as we integrate operations from our acquisitions and expand our geographic markets. As we offer products and services to customers in additional states, we may become subject to additional state and local laws designed to protect consumers. The additional laws and regulations may increase our cost of doing business and ultimately may prevent us from making certain loans, offering certain products, and may cause us to reduce the average percentage rate or the points and fees on loans and other products and services that we do provide.


We are subject to more stringent capital requirements under Basel III.

As of January 1, 2015, we became subject to new rules relating to capital standards requirements, including requirements contemplated by Section 171 of the Dodd-Frank Act as well as certain standards initially adopted by the Basel Committee on Banking Supervision, which standards are commonly referred to as Basel III. Many of these rules apply to both the Company and the Bank, including increased common equity Tier 1 capital ratios, Tier 1 leverage ratios, Tier 1 risk-based ratios and total risk-based ratios. In addition, beginning in 2016, all institutions subject to Basel III, including the Company and the Bank are required to establish a “conservation buffer” that is being phased in and will take full effect on January 1, 2019. This conservation buffer consists of common equity Tier 1 capital and will ultimately be required to be 2.5% above existing minimum capital ratio requirements. This means that once the conservation buffer is fully phased in, in order to prevent certain regulatory restrictions, the common equity Tier 1 capital ratio requirement will be 7.0%, the Tier 1 risk-based ratio requirement will be 8.5% and the total risk-based capital ratio requirement will be 10.5%. Any institution that does not meet the conservation buffer will be subject to restrictions on certain activities including payment of dividends, stock repurchases and discretionary bonuses to executive officers.

Additional prompt corrective action rules implemented in 2015 also apply to the Bank, including higher and new ratio requirements for the Bank to be considered "well-capitalized". The new rules also modify the manner for determining when certain capital elements are included in the ratio calculations, including but not limited to, requiring certain deductions related to MSRs and deferred tax assets. While federal banking regulators have proposed a rule change that would increase the amount of MSRs that could be included in ratio calculations, there can be no assurance that the proposed rule will be adopted in its current form or at all. For more on these regulatory requirements and how they apply to the Company and the Bank, see “Regulation and Supervision of HomeStreet Bank - Capital and Prompt Corrective Action Requirements - Capital Requirements ” in our Annual Report on Form 10-K. The application of more stringent capital requirements could, among other things, result in lower returns on invested capital and result in regulatory actions if we were to be unable to comply with such requirements. In addition, if we need to raise additional equity capital in order to meet these more stringent requirements, our shareholders may be diluted.

Any restructuring or replacement of Fannie Mae and Freddie Mac and changes in existing government-sponsored and federal mortgage programs could adversely affect our business.

We originate and purchase, sell and thereafter service single family and multifamily mortgages under the Fannie Mae, and to a lesser extent, the Freddie Mac single family purchase programs and the Fannie Mae multifamily DUS ® program. In 2008, Fannie Mae and Freddie Mac were placed into conservatorship, and since then Congress, various executive branch agencies and certain large private investors in Fannie Mae and Freddie Mac have offered a wide range of proposals aimed at restructuring these agencies.


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We cannot be certain whether or how Fannie Mae and Freddie Mac ultimately will be restructured or replaced, if or when additional reform of the housing finance market will be implemented or what the future role of the U.S. government will be in the mortgage market, and, accordingly, we will not be able to determine the impact that any such reform may have on us until a definitive reform plan is adopted. However, any restructuring or replacement of Fannie Mae and Freddie Mac that restricts the current loan purchase programs of those entities may have a material adverse effect on our business and results of operations. Moreover, we have recorded on our balance sheet an intangible asset (mortgage servicing rights, or MSRs) relating to our right to service single family loans sold to Fannie Mae and Freddie Mac. We valued these single family MSRs at $263.6 million at September 30, 2018 . Changes in the policies and operations of Fannie Mae and Freddie Mac or any replacement for or successor to those entities that adversely affect our single family residential loan and DUS ® mortgage servicing assets may require us to record impairment charges to the value of these assets, and significant impairment charges could be material and adversely affect our business.

In addition, our ability to generate income through mortgage sales to institutional investors depends in part on programs sponsored by Fannie Mae, Freddie Mac and Ginnie Mae, which facilitate the issuance of mortgage-backed securities in the secondary market. Any significant revision or reduction in the operation of those programs could have a material adverse effect on our loan origination and mortgage sales as well as our results of operations. Also, any significant adverse change in the level of activity in the secondary market or the underwriting criteria of these entities could negatively impact our results of business, operations and cash flows.

Changes in accounting standards may require us to increase our Allowance for Loan Losses and could materially impact our financial statements.

From time to time, the Financial Accounting Standards Board (the “FASB”) and the SEC change the financial accounting and reporting standards that govern the preparation of our financial statements. These changes can materially impact how we record and report our financial condition and results of operations. For example, in June 2016, the FASB issued ASU 2016-13 , Financial Instruments - Credit Losses (Topic 326) which changes, among other things, the way companies must record expected credit losses on financial instruments that are not accounted for at fair value through net income, including loans held for investment, available for sale and held-to-maturity debt securities, trade and other receivables, net investment in leases and other commitments to extend credit held by a reporting entity at each reporting date. ASU 2016-13 also requires that financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis and eliminate the probable initial recognition in current U.S. GAAP and reflect the current estimate of all expected credit losses based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the financial assets.

For purchased financial assets with a more-than-insignificant amount of credit deterioration since origination (“PCD assets”) that are measured at amortized cost, an allowance for expected credit losses will be recorded as an adjustment to the cost basis of the asset. Subsequent changes in estimated cash flows would be recorded as an adjustment to the allowance and through the statement of income. Credit losses relating to available-for-sale debt securities will be recorded through an allowance for credit losses rather than as a direct write-down to the security's cost basis. The amendments in this ASU will be effective for us beginning on January 1, 2020. For most debt securities, the transition approach requires a cumulative-effect adjustment to the statement of financial position as of the beginning of the first reporting period the guidance is effective. For other-than-temporarily impaired debt securities and PCD assets, the guidance will be applied prospectively. We are currently evaluating the provisions of this ASU to determine the impact and developing appropriate systems to prepare for compliance with this new standard, however, we expect the new standard could have a material impact on the Company's consolidated financial statements.

HomeStreet, Inc. primarily relies on dividends from the Bank, which may be limited by applicable laws and regulations.

HomeStreet, Inc. is a separate legal entity from the Bank, and although we may receive some dividends from HomeStreet Capital Corporation, the primary source of our funds from which we service our debt, pay any dividends that we may declare to our shareholders and otherwise satisfy our obligations is dividends from the Bank. The availability of dividends from the Bank is limited by various statutes and regulations, capital rules regarding requirements to maintain a “well capitalized” ratio at the bank, as well as by our policy of retaining a significant portion of our earnings to support the Bank's operations. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources Capital Management ” as well as “Regulation and Supervision of HomeStreet Bank - Capital and Prompt Corrective Action Requirements ” in our Annual Report on Form 10-K. If the Bank cannot pay dividends to us, we may be limited in our ability to service our debts, fund the Company's operations and acquisition plans and pay dividends to the Company's shareholders. While the Company has paid special dividends in some prior quarters, we have not adopted a policy to pay dividends and in recent years our Board of Directors has elected to retain capital for growth rather than to declare a dividend. While management

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has recently discussed the possibility of paying dividends in the near future, we have not declared dividends in any recent quarters, and the potential of future dividends is subject to board approval, cash flow limitations, capital requirements, capital and strategic needs and other factors.
The financial services industry is highly competitive.

We face pricing competition for loans and deposits. We also face competition with respect to customer convenience, product lines, accessibility of service and service capabilities. Our most direct competition comes from other banks, credit unions, mortgage companies and savings institutions but more recently has also come from financial technology (or "fintech") companies that rely on technology to provide financial services. The significant competition in attracting and retaining deposits and making loans as well as in providing other financial services throughout our market area may impact future earnings and growth. Our success depends, in part, on the ability to adapt products and services to evolving industry standards and provide consistent customer service while keeping costs in line. There is increasing pressure to provide products and services at lower prices, which can reduce net interest income and non-interest income from fee-based products and services. New technology-driven products and services are often introduced and adopted, including innovative ways that customers can make payments, access products and manage accounts. We could be required to make substantial capital expenditures to modify or adapt existing products and services or develop new products and services. We may not be successful in introducing new products and services or those new products may not achieve market acceptance. We could lose business, be forced to price products and services on less advantageous terms to retain or attract clients, or be subject to cost increases if we do not effectively develop and implement new technology. In addition, advances in technology such as telephone, text and on-line banking, e-commerce; and self-service automatic teller machines and other equipment, as well as changing customer preferences to access our products and services through digital channels, could decrease the value of our branch network and other assets. As a result of these competitive pressures, our business, financial condition or results of operations may be adversely affected.

We will be subject to heightened regulatory requirements if we exceed $10 billion in assets .
We anticipate that our total assets could exceed $10 billion in the next several years, based on our historic and projected growth rates. The Dodd-Frank Act and its implementing regulations impose various additional requirements on bank holding companies with $10 billion or more in total assets, including compliance with portions of the Federal Reserve’s enhanced prudential oversight requirements and annual stress testing requirements. In addition, banks with $10 billion or more in total assets are primarily examined by the CFPB with respect to various federal consumer financial protection laws and regulations. Currently, our bank is subject to regulations adopted by the CFPB, but the FDIC is primarily responsible for examining our bank’s compliance with consumer protection laws and those CFPB regulations. As a relatively new agency with evolving regulations and practices, there is uncertainty as to how the CFPB’s examination and regulatory authority might impact our business.
To ensure compliance with these heightened requirements when effective, our regulators may require us to fully comply with these requirements or take actions to prepare for compliance even before our or the Bank’s total assets equal or exceed $10 billion. In fact, we have already begun implementing measures to allow us to prepare for the heightened compliance that we expect will be required if we exceed $10 billion in assets, including hiring additional compliance personnel and designing and implementing additional compliance systems and internal controls. We may incur significant expenses in connection with these activities, any of which could have a material adverse effect on our business, financial condition or results of operations. We expect to incur these compliance-related costs even if they are not yet fully required, and may incur them even if we do not ultimately reach $10 billion in asset at the rate we expect or at all. We may also face heightened scrutiny by our regulators as we begin to implement these new compliance measures and grow toward the $10 billion asset threshold, and our regulators may consider our preparation for compliance with these regulatory requirements when examining our operations generally or considering any request for regulatory approval we may make, even requests for approvals on unrelated matters. In addition, compliance with the annual stress testing requirements, part of which must be publicly disclosed, may also be misinterpreted by the market generally or our customers and, as a result, may adversely affect our stock price or our ability to retain our customers or effectively compete for new business opportunities.


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Risks Related to Information Systems and Security

A failure in or breach of our security systems or infrastructure, including breaches resulting from cyber-attacks, could disrupt our businesses, result in the disclosure or misuse of confidential or proprietary information, damage our reputation, increase our costs and cause losses.

Information security risks for financial institutions have increased in recent years in part because of the proliferation of new technologies, the use of the Internet and telecommunications technologies to conduct financial transactions, and the increased sophistication and activities of organized crime, hackers, terrorists, activists, and other external parties. Those parties also may attempt to fraudulently induce employees, customers, or other users of our systems to disclose confidential information in order to gain access to our data or that of our customers. Our operations rely on the secure processing, transmission and storage of confidential information in our computer systems and networks, either managed directly by us or through our data processing vendors. In addition, to access our products and services, our customers may use personal computers, smartphones, tablet PCs, and other mobile devices that are beyond our control systems. Although we believe we have robust information security procedures and controls, we rely heavily on our third party vendors, technologies, systems, networks and our customers' devices all of which may become the target of cyber-attacks, computer viruses, malicious code, unauthorized access, hackers or information security breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss, theft or destruction of our confidential, proprietary and other information or that of our customers, or disrupt our operations or those of our customers or third parties.

To date we are not aware of any material losses relating to cyber-attacks or other information security breaches, but there can be no assurance that we will not suffer such attacks, breaches and losses in the future. Our risk and exposure to these matters remains heightened because of, among other things, the evolving nature of these threats, our plans to continue to implement our Internet banking and mobile banking channel, our expanding operations and the outsourcing of a significant portion of our business operations. As a result, the continued development and enhancement of our information security controls, processes and practices designed to protect customer information, our systems, computers, software, data and networks from attack, damage or unauthorized access remain a priority for our management. As cyber threats continue to evolve, we may be required to expend significant additional resources to insure, modify or enhance our protective measures or to investigate and remediate important information security vulnerabilities or exposures; however, our measures may be insufficient to prevent physical and electronic break-ins, denial of service and other cyber-attacks or security breaches.

Disruptions or failures in the physical infrastructure or operating systems that support our businesses and customers, or cyber-attacks or security breaches of the networks, systems or devices that our customers use to access our products and services could result in customer attrition, uninsured financial losses, the inability of our customers to transact business with us, violations of applicable privacy and other laws, regulatory fines, penalties or intervention, additional regulatory scrutiny, reputational damage, litigation, reimbursement or other compensation costs, and/or additional compliance costs, any of which could materially and adversely affect our results of operations or financial condition.

We rely on third party vendors and other service providers for certain critical business activities, which creates additional operational and information security risks for us.

Third parties with which we do business or that facilitate our business activities, including exchanges, clearing houses, financial intermediaries or vendors that provide services or security solutions for our operations, could also be sources of operational and information security risk to us, including from breakdowns or failures of their own systems, capacity constraints or failures of their own internal controls. Specifically, we receive core systems processing, essential web hosting and other Internet systems and deposit and other processing services from third-party service providers. In late February 2018, one of our vendors provided notice to us that their independent auditors had determined their internal controls to be inadequate. While we do not believe this particular failure of internal controls would have an impact on us due to the strength of our own internal controls, future failures of internal controls of a vendor could have a significant impact on our operations if we do not have controls to cover those issues. To date none of our third party vendors or service providers has notified us of any security breach in their systems that has resulted in an increased vulnerability to us or breached the integrity of our confidential customer data. Such third parties may also be target of cyber-attacks, computer viruses, malicious code, unauthorized access, hackers or information security breaches that could compromise the confidential or proprietary information of HomeStreet and our customers.

In addition, if any third-party service providers experience difficulties or terminate their services and we are unable to replace them with other service providers, our operations could be interrupted and our operating expenses may be materially increased. If an interruption were to continue for a significant period of time, our business financial condition and results of operations could be materially adversely affected.


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Some of our primary third party service providers are subject to examination by banking regulators and may be subject to enhanced regulatory scrutiny due to regulatory findings during examinations of such service providers conducted by federal regulators. While we subject such vendors to higher scrutiny and monitor any corrective measures that the vendors are taking or would undertake, we cannot fully anticipate and mitigate all risks that could result from a breach or other operational failure of a vendor’s system.

Others provide technology that we use in our own regulatory compliance, including our mortgage loan origination technology. If those providers fail to update their systems or services in a timely manner to reflect new or changing regulations, or if our personnel operate these systems in a non-compliant manner, our ability to meet regulatory requirements may be impacted and may expose us to heightened regulatory scrutiny and the potential for payment of monetary penalties.

In addition, in order to safeguard our online financial transactions, we must provide secure transmission of confidential information over public networks. Our Internet banking system relies on third party encryption and authentication technologies necessary to provide secure transmission of confidential information. Advances in computer capabilities, new discoveries in the field of cryptology or other developments could result in a compromise or breach of the algorithms our third-party service providers use to protect customer data. If any such compromise of security were to occur, it could have a material adverse effect on our business, financial condition and results of operations.

The failure to protect our customers’ confidential information and privacy could adversely affect our business.

We are subject to federal and state privacy regulations and confidentiality obligations that, among other things restrict the use and dissemination of, and access to, certain information that we produce, store or maintain in the course of our business. We also have contractual obligations to protect certain confidential information we obtain from our existing vendors and customers. These obligations generally include protecting such confidential information in the same manner and to the same extent as we protect our own confidential information, and in some instances may impose indemnity obligations on us relating to unlawful or unauthorized disclosure of any such information.

Recently passed legislation in the European Union (the General Data Protection Regulation, or GDPR) and in California (the California Privacy Act) may increase the burden and cost of compliance specifically in the realm of consumer data privacy. We are still evaluating the potential impact of these new regulations on our business and do not yet know exactly what the impact may be, but anticipate that there will be at least some added cost and burden as a result of these measures. In addition, other federal, state or local governments may try to implement similar legislation, which could result in different privacy standards for different geographical regions, which could require significantly more resources for compliance.

If we do not properly comply with privacy regulations and contractual obligations that require us to protect confidential information, or if we experience a security breach or network compromise, we could experience adverse consequences, including regulatory sanctions, penalties or fines, increased compliance costs, remedial costs such as providing credit monitoring or other services to affected customers, litigation and damage to our reputation, which in turn could result in decreased revenues and loss of customers, all of which would have a material adverse effect on our business, financial condition and results of operations.

The network and computer systems on which we depend could fail for reasons not related to security breaches.

Our computer systems could be vulnerable to unforeseen problems other than a cyber-attack or other security breach. Because we conduct a part of our business over the Internet and outsource several critical functions to third parties, operations will depend on our ability, as well as the ability of third-party service providers, to protect computer systems and network infrastructure against damage from fire, power loss, telecommunications failure, physical break-ins or similar catastrophic events. Any damage or failure that causes interruptions in operations may compromise our ability to perform critical functions in a timely manner (or may give rise to perceptions of such compromise) and could have a material adverse effect on our business, financial condition and results of operations as well as our reputation and customer or vendor relationships.

We continually encounter technological change, and we may have fewer resources than many of our competitors to invest in technological improvements.

The financial services industry is undergoing rapid technological changes with frequent introductions of new technology-driven products and services. The effective use of technology increases efficiency and enables financial institutions to better serve customers and to reduce costs. Our future success will depend, in part, upon our ability to address the needs of our clients by using technology to provide products and services that will satisfy client demands for convenience, as well as to create additional efficiencies in our operations. Many national vendors provide turn-key services to community banks, such as Internet

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banking and remote deposit capture that allow smaller banks to compete with institutions that have substantially greater resources to invest in technological improvements. We may not be able, however, to effectively implement new technology-driven products and services or be successful in marketing these products and services to our customers.

Anti-Takeover Risk

Some provisions of our articles of incorporation and bylaws and certain provisions of Washington law may deter takeover attempts, which may limit the opportunity of our shareholders to sell their shares at a favorable price.

Some provisions of our articles of incorporation and bylaws may have the effect of deterring or delaying attempts by our shareholders to remove or replace management, to commence proxy contests, or to effect changes in control. These provisions include:
•
A classified Board of Directors so that only approximately one third of our board of directors is elected each year;
•
Elimination of cumulative voting in the election of directors;
•
Procedures for advance notification of shareholder nominations and proposals;
•
The ability of our Board of Directors to amend our bylaws without shareholder approval; and
•
The ability of our Board of Directors to issue shares of preferred stock without shareholder approval upon the terms and conditions and with the rights, privileges and preferences as the board of directors may determine.

In addition, as a Washington corporation, we are subject to Washington law which imposes restrictions on business combinations and similar transactions between a corporation and certain significant shareholders. These provisions, alone or together, could have the effect of deterring or delaying changes in incumbent management, proxy contests or changes in control. These restrictions may limit a shareholder’s ability to benefit from a change-in-control transaction that might otherwise result in a premium unless such a transaction is favored by our Board of Directors.



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ITEM 2
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable.

ITEM 3
DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4
MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5
OTHER INFORMATION

Not applicable.


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ITEM 6
EXHIBITS
EXHIBIT INDEX

Exhibit
Number
Description
31.1
31.2
32 (1)
101.INS (2)
XBRL Instance Document -  the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
XBRL Taxonomy Extension Schema Document
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
XBRL Taxonomy Extension Label Linkbase Document
101.LAB
XBRL Taxonomy Extension Presentation Linkbase Document
101.PRE
XBRL Taxonomy Extension Definitions Linkbase Document
† Portions of this document have been redacted pending a determination by the Commission as to whether such portions shall be subject to confidential treatment.
(1)
This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.
(2)
Pursuant to Rule 405 of Regulation S-T, includes the following financial information included in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 formatted in XBRL (eXtensible Business Reporting Language) interactive data files: (i) the Consolidated Statements of Operations (unaudited) for the three and nine months ended September 30, 2018 and 2017, (ii) the Consolidated Statements of Financial Condition (unaudited) as of September 30, 2018 and December 31, 2017, (iii) the Consolidated Statements of Shareholders' Equity for the nine months ended September 30, 2018 and 2017, and Statements of Comprehensive Income (unaudited) for the three and nine months ended September 30, 2018 and 2017, (iv) the Consolidated Statements of Cash Flows (unaudited) for the nine months ended September 30, 2018 and 2017, and (v) the Notes to Consolidated Financial Statements (unaudited).


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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, in the City of Seattle, State of Washington, on November 2, 2018 .
HomeStreet, Inc.
By:
/s/ Mark K. Mason
Mark K. Mason
President and Chief Executive Officer
(Principal Executive Officer)



HomeStreet, Inc.
By:
/s/ Mark R. Ruh
Mark R. Ruh
Executive Vice President and Chief Financial Officer

(Principal Financial Officer)


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